Westwater Resources Q3 loss narrows to $4.4M

Phase I carries an estimated $109 million of unincurred costs, while Westwater continues seeking the financing needed to complete construction.

Available on EDGAR 11/12/2026 - 06:23 AM EST Accepted by SEC EDGAR 11/12/2026 - 06:22 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Westwater Resources, Inc. (WWR) reported a net loss of $4.4 million for the third quarter of 2026, compared with $9.8 million a year earlier; nine-month net loss was $13.4 million, versus $16.4 million. The company attributed the lower losses primarily to smaller fair-value and conversion-related losses on its convertible notes, which it redeemed in July for approximately $2.4 million in cash. It has not recorded revenue from graphite operations.

Cash was $29.2 million at September 30, 2026. Phase I of the Kellyton Graphite Plant has a $245 million cost estimate, with approximately $109 million unincurred, including $14.8 million for contingency and potential cost escalation; construction continues at a measured pace while Westwater seeks additional funding. In August 2026, the Export-Import Bank of the United States approved an approximately $25 million direct loan, subject to definitive documentation and customary closing conditions. On November 10, 2026, Westwater entered a Lincoln Park agreement for up to $50 million in stock purchases; the company had not begun sales under it as of the report. Management said cash was sufficient for working capital and planned non-discretionary capital expenditures beyond a year after the statements were issued.

1 point · 0 major

MixediHow this balance works

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.

How the balance worksHow Sentiment works

0 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate pointThird-quarter net loss fell to $4.4 million from $9.8 million.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.Phase I has approximately $109 million in unincurred costs as financing is sought. 2.1× market cap
• Minor pointNine-month operating cash use reached $8.6 million, up $0.7 million.

Filing Explained

Westwater issued Lincoln Park 600,000 common shares for the agreement; this increases the share count and reduces existing holders’ percentage ownership absent offsets. Further purchases are optional for Westwater and require an effective resale registration statement and filed prospectus; total shares under the agreement, including those issued, are capped at 26,141,858 (19.99% of pre-agreement shares) unless stockholders approve more.

Key Figures

Net loss: $4.4 million Net loss: $13.4 million Cash and cash equivalents: $29.2 million +5 more

8 metrics

Net loss $4.4 million Three months ended September 30, 2026; $9.8 million in the 2025 period

Net loss $13.4 million Nine months ended September 30, 2026; $16.4 million in the 2025 period

Cash and cash equivalents $29.2 million As of September 30, 2026

Net cash used in operating activities $8.6 million Nine months ended September 30, 2026; increased by $0.7 million from the 2025 period

Phase I cost estimate $245 million Kellyton Graphite Plant Phase I

Unincurred Phase I costs Approximately $109 million Kellyton Graphite Plant Phase I

Potential EXIM direct loan Approximately $25 million Approved in August 2026, subject to definitive documentation and customary closing conditions

Lincoln Park stock purchase commitment Up to $50.0 million Agreement entered November 10, 2026, subject to its conditions and limitations

Key Terms

at-the-market offering, Exchange Share Cap, covered project, Fair Value Option, +1 more

5 terms

at-the-market offering financial

"an “at the market offering” as defined in Rule 415"

An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.

Exchange Share Cap regulatory

"the “Exchange Share Cap”"

covered project regulatory

"received “covered project” designation under the FAST-41 Federal Permitting Program"

Fair Value Option financial

"The Company elected the Fair Value Option for the Convertible Notes"

An accounting election that lets a company measure eligible financial assets and liabilities at their current market price, recording gains and losses in the income statement as those prices move. For investors it matters because choosing the fair value option makes reported profits and asset values respond immediately to market swings—like revaluing a house to today’s sale price—so it can increase earnings volatility while giving a more up‑to‑date view of value.

anti-dilutive financial

"excluded from the calculation of earnings per share because the effect ... would be anti-dilutive"

A claim, security feature, or action described as anti-dilutive prevents or does not cause a reduction in existing shareholders’ per-share values when additional shares could be issued. For example, certain convertible securities or corporate actions are treated as anti-dilutive for earnings-per-share calculations if including them would raise EPS rather than lower it; investors watch this because it affects reported per-share metrics, ownership percentages, and valuation comparisons, like keeping pie slices the same size instead of making them smaller.

FAQ

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

What was WWR's net loss in the third quarter of 2026?

Westwater reported a net loss of $4.4 million for the three months ended September 30, 2026, compared with $9.8 million for the same 2025 period. It attributed the decrease primarily to lower fair-value and conversion-related losses on its Convertible Notes.

What are the terms of WWR's Lincoln Park financing?

Under its November 10, 2026 agreement, WWR may direct Lincoln Park to purchase up to $50.0 million of common stock, subject to conditions. Sales may begin only after the resale registration statement is effective and a final prospectus is filed; total issuance is capped at 26,141,858 shares absent stockholder approval, and Lincoln Park's beneficial ownership may not exceed 9.99%.

Is WWR's potential EXIM loan finalized?

The approximately $25 million direct loan was approved in August 2026 under EXIM's Make More in America Initiative. Closing is subject to preparation, agreement, and execution of definitive loan documentation and customary closing conditions; Westwater stated there is no assurance it will ultimately enter into the loan.

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2026

Or

☐Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number 001-33404

WESTWATER RESOURCES, INC.

(Exact Name of Registrant as Specified in Its Charter)

​

Delaware	​	75-2212772
(State of Incorporation)	​	(I.R.S. Employer Identification No.)

​

7000 East Belleview Avenue, Suite 220, Greenwood Village, Colorado 80111

(Address of Principal Executive Offices, Including Zip Code)

(303) 531-0516

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

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Title of Each Class	​ ​ ​	Trading Symbol(s)	​ ​ ​	Name of Each Exchange on Which Registered
Common Stock, $0.001 par value	​	WWR	​	NYSE American

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

​

Large accelerated filer ☐	​	Accelerated filer ☐
​	​	​
Non-accelerated filer ☒	​	Smaller reporting company ☒
​	​	​
​	​	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

​

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

​

Title of Each Class of Common Stock	​	Number of Shares Outstanding
Common Stock, $0.001 par value	​	131,374,682 as of November 12, 2026

​

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Table of Contents

WESTWATER RESOURCES, INC.

TABLE OF CONTENTS

​	​
DEFINITIONS	3
​	​
PART I — FINANCIAL INFORMATION	5
​	​
ITEM 1. FINANCIAL STATEMENTS	5
​	​
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	23
​	​
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	30
​	​
ITEM 4. CONTROLS AND PROCEDURES	30
​	​
PART II - OTHER INFORMATION	31
​	​
ITEM 1. LEGAL PROCEEDINGS	31
​	​
ITEM 1A. RISK FACTORS	31
​	​
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	31
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES	31
​	​
ITEM 4. MINE SAFETY DISCLOSURES	31
​	​
ITEM 5. OTHER INFORMATION	31
​	​
ITEM 6. EXHIBITS	33
​	​
SIGNATURES	34

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2

Table of Contents

DEFINITIONS

When used in this Form 10-Q, the following terms have the meaning indicated.

Term	Meaning
Annual Report	Westwater Resources, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025.
ASU	FASB Accounting Standards Update.
ATM Sales Agreement	At The Market Offering Agreement between Westwater Resources and H.C. Wainwright & Co., LLC dated August 30, 2024.
August Securities Purchase Agreement	Securities Purchase Agreement dated August 7, 2025, between Westwater Resources and certain institutional investors.
Board	The Board of Directors of Westwater Resources, Inc.
Common Stock	Common stock of the Company, $0.001 par value per share.
Convertible Notes	Together, the Series A-1 Convertible Notes and the Series B-1 Convertible Notes.
Coosa Graphite Deposit	The Company’s graphite mineral deposit located near Rockford, Alabama.
CSPG	Coated spherical purified graphite.
EU Critical Raw Materials List	The list of raw materials that are crucial to the economy of the European Union published by the European Commission.
FASB	The Financial Accounting Standards Board.
FCA	FCA US LLC, an automobile manufacturer and part of the Stellantis group of companies.
graphite	A naturally occurring carbon material with electrical properties that enhance the performance of electrical storage batteries, listed on the U.S. Critical Minerals List and the EU Critical Raw Materials List.
H.C. Wainwright	H.C. Wainwright & Co., LLC.
Inducement Plan	The 2022 Employment Inducement Incentive Award Plan, as amended. The Inducement Plan provides for the grant of equity-based awards, including restricted stock units, restricted stock, performance shares and performance units on terms substantially similar to the Company’s 2013 Omnibus Incentive Plan.
June Securities Purchase Agreement	Securities Purchase Agreement dated June 13, 2025, between Westwater Resources and certain institutional investors.
Kellyton Graphite Plant	The Company’s planned battery-grade graphite processing facility near Kellyton, Alabama.
Lincoln Park	Lincoln Park Capital Fund, LLC, an Illinois limited liability company.
NYSE American	NYSE American LLC.
Offtake Agreement	Binding Offtake Agreement with FCA US LLC dated July 17, 2024, and terminated on November 3, 2025.
Procurement Agreement	Products Procurement Agreement with SK On dated February 4, 2024, and terminated on March 31, 2026.
R&D Lab	Research and development laboratory.
RSUs	Restricted stock units.

3

Table of Contents

SEC	U.S. Securities and Exchange Commission.
Securities Purchase Agreements	Together, the August Securities Purchase Agreement and June Securities Purchase Agreement.
Series A-1 Convertible Notes	On June 13, 2025, Westwater Resources, Inc. entered into the June Securities Purchase Agreement pursuant to which it issued the Series A-1 Senior Convertible Notes in the aggregate principal amount of $5,000,000, and upon the satisfaction of certain conditions set forth in the Convertible Notes, the Company voluntarily redeemed the entire outstanding balance in cash on July 16, 2026. ​
Series B-1 Convertible Notes	On August 7, 2025, Westwater Resources, Inc. entered into the August Securities Purchase Agreement pursuant to which it issued the Series B-1 Senior Convertible Notes in the aggregate principal amount of $5,000,000, and upon the satisfaction of certain conditions set forth in the Convertible Notes, the Company voluntarily redeemed the entire outstanding balance in cash on July 16, 2026. ​
SK On	SK On Co., Ltd., an electric vehicle battery developer, manufacturer, and solutions provider, supplying electric vehicle batteries to Ford, Hyundai, Volkswagen and others.
spot price	The price at which a mineral commodity may be purchased for delivery within one year.
U.S.	The United States of America.
U.S. Critical Minerals List	The list of critical minerals that are crucial to the economy of the United States of America published by the Department of the Interior.
U.S. GAAP	Generally accepted accounting principles in the United States.
vanadium	A transition metal used as a strengthening alloy in steelmaking, and in certain types of batteries, listed on the U.S. Critical Minerals List.
Westwater Resources	Westwater Resources, Inc.
2013 Plan	Westwater Resources, Inc. 2013 Omnibus Incentive Plan, as amended.
2024 Lincoln Park PA	Purchase Agreement dated as of August 30, 2024, between Westwater Resources and Lincoln Park Capital Fund, LLC, which expired by its terms on November 1, 2026.
2024 Lincoln Park Registration Rights Agreement	Registration Rights Agreement dated as of August 30, 2024, between Westwater Resources and Lincoln Park Capital Fund, LLC.
2026 Lincoln Park PA	Purchase Agreement dated as of November 10, 2026, between Westwater Resources and Lincoln Park Capital Fund, LLC.
2026 Lincoln Park Registration Rights Agreement	Registration Rights Agreement dated as of November 10, 2026, between Westwater Resources and Lincoln Park Capital Fund, LLC.

​

​ ​

​

USE OF NAMES

In this Quarterly Report on Form 10-Q, unless the context otherwise requires, the terms “we,” “us,” “our,” “WWR,” “Westwater,” “Westwater Resources,” “Westwater Graphite”, or the “Company” refer to Westwater Resources, Inc. and all its subsidiaries.

CURRENCY

The accounts of the Company are maintained in U.S. dollars. All dollar amounts referenced in this Quarterly Report on Form 10-Q and the condensed consolidated financial statements are stated in U.S. dollars.

​

4

Table of Contents

PART I — FINANCIAL INFORMATION

​

ITEM 1. FINANCIAL STATEMENTS

WESTWATER RESOURCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(expressed in thousands of dollars, except share amounts)

(unaudited)

​

​	​	​	​	​	​	​
​	​ ​ ​	September 30,		​ ​ ​	December 31,
​	​	2026		​	2025
ASSETS		​	​		​	​
​	​	​	​	​	​	​
Current Assets:		​	​		​	​
Cash and cash equivalents		$	29,193		$	48,576
Prepaid and other current assets			624			294
Total Current Assets			29,817			48,870
​	​	​	​	​	​	​
Property, plant and equipment, at cost:			​			​
Property, plant and equipment			152,658			144,646
Less: Accumulated depreciation			(2,024)			(1,453)
Net property, plant and equipment			150,634			143,193
Other long-term assets			3,296			2,470
Total Assets		$	183,747		$	194,533
​			​			​
LIABILITIES AND STOCKHOLDERS’ EQUITY			​			​
​	​	​	​	​	​	​
Current Liabilities:			​			​
Accounts payable		$	5,099		$	3,989
Series A-1 Convertible Notes	​	​	—	​	​	1,848
Series B-1 Convertible Notes	​	​	—	​	​	4,125
Accrued liabilities			1,581			1,660
Total Current Liabilities			6,680			11,622
​	​	​	​	​	​	​
Other long-term liabilities			1,747			1,382
Total Liabilities			8,427			13,004
​	​	​	​	​	​	​
Commitments and Contingencies (see Note 11)			​	​	​	​
​	​	​	​	​	​	​
Stockholders’ Equity:			​			​
Common Stock, 400,000,000 shares authorized, $0.001 par value			​			​
Issued shares - 130,774,843 and 117,989,625, respectively			​			​
Outstanding shares - 130,774,682 and 117,989,464, respectively			131			118
Paid-in capital			589,849			582,681
Accumulated deficit			(414,402)			(401,012)
Less: Treasury stock (161 shares), at cost			(258)			(258)
Total Stockholders’ Equity			175,320			181,529
​	​	​	​	​	​	​
Total Liabilities and Stockholders’ Equity		$	183,747		$	194,533

​

The accompanying notes are an integral part of these condensed consolidated financial statements.

​

5

Table of Contents

WESTWATER RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(expressed in thousands of dollars, except share and per share amounts)

(unaudited)

​

​	​	​	​	​	​	​	​	​	​	​	​
​	For the Three Months Ended					​	For the Nine Months Ended
​	September 30,					​	September 30,
​	2026		​ ​	2025		​ ​ ​	2026		​ ​	2025
Operating Expenses:	​	​	​	​	​	​	​	​	​	​	​
Product development expenses	$	(251)	​	$	(370)	​	$	(1,155)	​	$	(827)
Exploration expenses	​	(203)	​	​	(2)	​	​	(810)	​	​	(12)
General and administrative expenses	​	(3,938)	​	​	(3,451)	​	​	(11,037)	​	​	(8,878)
Mineral property expenses	​	(13)	​	​	(13)	​	​	(23)	​	​	(23)
Depreciation and amortization	​	(194)	​	​	(244)	​	​	(576)	​	​	(550)
Total operating expenses	​	(4,599)	​	​	(4,080)	​	​	(13,601)	​	​	(10,290)
​	​	​	​	​	​	​	​	​	​	​	​
Non-Operating Income (Expense):		​			​	​		​			​
Series A-1 Convertible Notes	​	(98)	​	​	(4,310)	​	​	62	​	​	(4,310)
Series B-1 Convertible Notes	​	(32)	​	​	(1,514)	​	​	(895)	​	​	(1,514)
Other income (expense), net	​	329	​	​	68	​	​	1,044	​	​	(267)
Total other income (expense), net		199			(5,756)	​		211			(6,091)
​		​			​	​		​			​
Net Loss	$	(4,400)		$	(9,836)	​	$	(13,390)		$	(16,381)
​		​			​	​		​			​
BASIC AND DILUTED LOSS PER SHARE	$	(0.03)	​	$	(0.12)	​	$	(0.11)	​	$	(0.21)
​	​	​	​	​	​	​	​	​	​	​	​
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		129,588,820			85,365,377	​		126,371,608			76,486,989

​

The accompanying notes are an integral part of these condensed consolidated financial statements.

​

6

Table of Contents

WESTWATER RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(expressed in thousands of dollars)

(unaudited)

​

​	​	​	​	​	​	​
​	​	For the Nine Months Ended
​	​	September 30,
​	​ ​ ​	2026		​ ​ ​	2025
Operating Activities:		​	​		​	​
Net loss		$	(13,390)	​	$	(16,381)
Reconciliation of net loss to cash used in operations:			​	​		​
Non-cash lease expense			252	​		99
Depreciation and amortization			576	​		550
Stock compensation expense			3,015	​		2,404
Series A-1 Convertible Notes	​	​	(62)	​	​	4,310
Series B-1 Convertible Notes	​	​	895	​	​	1,514
Deferred contract costs write-off	​	​	259	​	​	—
Reduction in debt issuance costs	​	​	103	​	​	—
Effect of changes in operating working capital items:	​	​	​	​	​	​
Other long-term assets	​	​	(964)	​	​	(477)
Prepaids and other current assets			(330)	​		90
Payables and accrued liabilities			1,014	​		(42)
Net Cash Used In Operating Activities			(8,632)	​		(7,933)
​	​	​	​	​	​	​
Investing Activities:			​	​		​
Capital expenditures			(8,107)	​		(6,241)
Proceeds from sale of assets	​	​	—	​	​	257
Net Cash Used In Investing Activities			(8,107)	​		(5,984)
​	​	​	​	​	​	​
Financing Activities:			​	​		​
Issuance of Common Stock, net of issuance costs			2,459	​		13,350
Proceeds from Series A-1 Convertible Notes	​	​	—	​	​	5,000
Proceeds from Series B-1 Convertible Notes	​	​	—	​	​	5,000
Payment of Series A-1 Convertible Notes issuance costs	​	​	—	​	​	(304)
Payment of debt issuance costs	​	​	—	​	​	(139)
Redemption of Series A-1 Convertible Notes	​	​	(1,785)	​	​	—
Redemption of Series B-1 Convertible Notes	​	​	(582)	​	​	—
Payment of minimum withholding taxes on net share settlements of equity awards			(2,731)	​		(351)
Payments on finance lease liabilities	​	​	(5)	​	​	(4)
Net Cash (Used In) Provided By Financing Activities			(2,644)	​		22,552
​			​	​		​
Net (decrease) increase in Cash and Cash Equivalents			(19,383)	​		8,635
Cash and Cash Equivalents, Beginning of Period			48,576	​		4,272
Cash and Cash Equivalents, End of Period		$	29,193	​	$	12,907
​	​	​	​	​	​	​
Supplemental Cash Flow Information	​	​	​	​	​	​
Non-cash right-of-use asset obtained in exchange for operating lease liability	​	​	378	​	​	—
Accrued capital expenditures (at end of period)	​	​	922	​	​	3,293
Common Stock issued for Series A-1 Convertible Notes	​	​	—	​	​	3,576
Common Stock issued for Series B-1 Convertible Notes	​	​	4,438	​	​	2,304
Accrued debt issuance costs (at end of period)	​	​	128	​	​	1,619

​

The accompanying notes are an integral part of these condensed consolidated financial statements.

​

7

Table of Contents

WESTWATER RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(expressed in thousands of dollars, except share amounts)

(unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine months ended September 30, 2026

​

Common Stock

​

Paid-In

​

Accumulated

​

Treasury

​

​

​

​

​

Shares

​

Amount

​

Capital

​

Deficit

​

Stock

​

Total

Balances, December 31, 2025

117,989,625

​

$

118

​

$

582,681

​

$

(401,012)

​

$

(258)

​

$

181,529

Net loss

—

​

—

​

​

—

​

(13,390)

​

—

​

(13,390)

Common Stock issued, net of issuance costs

3,207,181

​

3

​

​

2,456

​

—

​

—

​

2,459

Common Stock issued for Series B-1 Convertible Notes

​

5,356,781

​

​

6

​

​

4,432

​

​

—

​

​

—

​

​

4,438

Stock compensation expense and related share issuances, net of shares withheld for payment of taxes

4,221,256

​

4

​

​

3,011

​

—

​

—

​

3,015

Minimum withholding taxes on net share settlements of equity awards

​

—

​

​

—

​

​

(2,731)

​

​

—

​

​

—

​

​

(2,731)

Balances, September 30, 2026

130,774,843

​

$

131

​

$

589,849

​

$

(414,402)

​

$

(258)

​

$

175,320

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended September 30, 2026

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balances, June 30, 2026

​

128,564,994

​

$

129

​

$

587,161

​

$

(410,002)

​

$

(258)

​

$

177,030

Net loss

—

​

​

—

​

—

​

(4,400)

​

—

​

(4,400)

Common Stock issued, net of issuance costs

2,203,314

​

2

​

1,266

​

—

​

—

​

1,268

Stock compensation expense and related share issuances, net of shares withheld for payment of taxes

6,535

​

—

​

1,422

​

—

​

—

​

1,422

Balances, September 30, 2026

130,774,843

​

$

131

​

$

589,849

​

$

(414,402)

​

$

(258)

​

$

175,320

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine months ended September 30, 2025

​

Common Stock

​

Paid-In

​

Accumulated

​

Treasury

​

​

​

​

​ ​ ​

Shares

​ ​ ​

Amount

​ ​ ​

Capital

​ ​ ​

Deficit

​ ​ ​

Stock

​ ​ ​

Total

Balances, December 31, 2024

64,830,081

​

$

65

​

$

507,001

​

$

(373,686)

​

$

(258)

​

$

133,122

Net loss

—

​

—

​

—

​

(16,381)

​

—

​

(16,381)

Common Stock issued, net of issuance costs

18,956,011

​

19

​

13,331

​

—

​

—

​

13,350

Common Stock issued for Series A-1 Convertible Notes

​

3,695,010

​

​

4

​

​

3,572

​

​

—

​

​

—

​

​

3,576

Common Stock issued for Series B-1 Convertible Notes

​

3,112,943

​

​

3

​

​

2,301

​

​

—

​

​

​

​

​

2,304

Stock compensation expense and related share issuances, net of shares withheld for payment of taxes

​

1,350,374

​

1

​

2,403

​

​

—

​

​

—

​

​

2,404

Minimum withholding taxes on net share settlements of equity awards

—

​

—

​

(351)

​

—

​

—

​

(351)

Balances, September 30, 2025

91,944,419

​

$

92

​

$

528,257

​

$

(390,067)

​

$

(258)

​

$

138,024

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended September 30, 2025

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balances, June 30, 2025

​

78,439,226

​

$

78

​

$

515,181

​

$

(380,231)

​

$

(258)

​

$

134,770

Net loss

—

​

—

​

—

​

(9,836)

​

—

​

(9,836)

Common Stock issued, net of issuance costs

6,697,240

​

7

​

​

5,731

​

—

​

—

​

5,738

Common Stock issued for Series A-1 Convertible Notes

​

3,695,010

​

​

4

​

​

3,572

​

​

—

​

​

—

​

​

3,576

Common Stock issued for Series B-1 Convertible Notes

​

3,112,943

​

​

3

​

​

2,301

​

​

​

​

​

​

​

​

2,304

Stock compensation expense and related share issuances, net of shares withheld for payment of taxes

—

​

—

​

1,472

​

—

​

—

​

1,472

Balances, September 30, 2025

91,944,419

​

$

92

​

$

528,257

​

$

(390,067)

​

$

(258)

​

$

138,024

The accompanying notes are an integral part of these condensed consolidated financial statements.

​

8

Table of Contents

WESTWATER RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

​

​

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements and the accompanying notes (the “Interim Financial Statements”) for Westwater Resources, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying Interim Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in our Annual Report. The Interim Financial Statements are unaudited. In the opinion of management, all adjustments (which are of a normal, recurring nature) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2026, are not necessarily indicative of the results that may be expected for any other period including the full year ending December 31, 2026.

Significant Accounting Policies

Significant accounting policies are detailed in Note 1, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements within our Annual Report.

Recently Issued Accounting Pronouncements

In January 2025, the FASB issued ASU 2025-01, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date” (“ASU 2025-01”).  ASU 2025-01 amends the effective date of ASU 2024-03 to clarify that all public entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.  Early adoption is permitted. The Company is currently evaluating the potential impact of adopting this guidance on its Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income— Expense Disaggregation Disclosures (Subtopic 220-40)” (“ASU 2024-03”). ASU 2024-03 improves financial reporting by requiring companies to disclose additional information about certain expenses in the notes to the financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the potential impact of adopting this guidance on its Consolidated Financial Statements.

2. LIQUIDITY

The Company has not recorded revenue from its graphite operations, and as such, Westwater is subject to all the risks associated with a development-stage company. Management expects to continue to incur cash losses to further advance the Coosa Graphite Deposit, to continue construction activity at the Kellyton Graphite Plant and for general and administrative expenses until operations commence at the Kellyton Graphite Plant. Operations at the Kellyton Graphite Plant are dependent on securing the additional funding needed to complete construction of Phase I of the Kellyton Graphite Plant.  

During the quarter ended September 30, 2026, and through the date that these Interim Financial Statements were issued, the Company continued construction activities related to the Kellyton Graphite Plant. We are progressing construction activities at the Kellyton Graphite Plant at a measured level as we continue to secure additional funding to complete the project.  The Company’s construction-related contracts include termination provisions at the Company’s election that do not obligate the Company to make payments beyond what is incurred by the third-party service provider, including purchases of long lead equipment, through the date of such termination.  

9

Table of Contents

On September 30, 2026, the Company’s cash balance was approximately $29.2 million. During the nine months ended September 30, 2026, the Company sold 3.2 million shares of Common Stock for net proceeds of $2.5 million pursuant to the ATM Sales Agreement. As of September 30, 2026, the Company had approximately $69.5 million remaining available for future sales under the ATM Sales Agreement. See Note 8, Stockholders’ Equity for further details regarding the Company’s equity financing agreements.

While the Company has advanced its business plan and has been successful in the past raising funds through equity and debt financings, as well as through the sale of non-core assets, no assurance can be given that additional financing will be available in amounts sufficient to meet its needs, or on terms acceptable to the Company. Recent volatility in the equity and debt capital markets, higher interest rates, inflation, electric vehicle production and adoption rates, uncertain economic conditions and regulatory policy and enforcement, tariff policy and import/export restrictions, and unstable geopolitical conditions, could significantly impact the Company’s ability to access the necessary funding to advance its business plan. The Company’s ability to raise additional funds under the ATM Sales Agreement and the 2026 Lincoln Park PA may be limited by the Company’s market capitalization, share price and trading volume. See Note 13, Subsequent Events for details on the 2026 Lincoln Park PA.

We continue to work to advance our plan to secure the remaining financing needed to complete Phase I of the Kellyton Graphite Plant. Consistent with our prior communications, we are prioritizing non-dilutive and lower cost sources of capital where available, including evaluating potential government programs. In August of 2026, Westwater received approval from the Export-Import Bank of the United States (“EXIM”) for an approximately $25 million direct loan to support continued development of the Kellyton Graphite Plant. The loan was approved under EXIM’s Make More in America Initiative (“MMIA”), which supports export-oriented domestic manufacturing projects that strengthen critical U.S. supply chains.

Closing a direct loan with EXIM is subject to the preparation, agreement, and execution of the definitive loan documentation, and satisfaction of customary closing conditions. No assurance can be given that the Company will ultimately enter into a direct loan with EXIM.

Concurrent with our efforts to close a loan with EXIM, the Company and its advisors continue to pursue and evaluate additional potentially available government funding sources.

As we continue to secure additional financing to complete Phase I, we plan to manage expenditures in a prudent manner. There can be no assurance that we will obtain additional financing in amounts sufficient to meet our needs, or on terms acceptable to the Company, nor can there be assurance regarding the timing of any such financing.

Management believes the Company’s current cash balance is sufficient to fund its working capital and planned non-discretionary capital expenditures beyond a year after the date that these Interim Financial Statements were issued.

​

​

​

​

10

Table of Contents

3. PROPERTY, PLANT AND EQUIPMENT

​

As of September 30, 2026, and December 31, 2025, the Company had the following components within the “Property, plant and equipment” line item on the Condensed Consolidated Balance Sheets:

​

​	​	​	​	​	​	​	​	​	​
​	​	Net Book Value of Property, Plant and Equipment at September 30, 2026
(thousands of dollars)	​ ​ ​	Alabama		​ ​ ​	Corporate		​ ​ ​	Total
Mineral rights and properties	​	$	8,972	​	$	—	​	$	8,972
Buildings	​	​	3,032	​	​	—	​	​	3,032
Other property, plant and equipment	​		3,881	​		7	​		3,888
Construction in progress	​	​	134,742	​	​	—	​	​	134,742
Total	​	$	150,627	​	$	7	​	$	150,634

​

​	​	​	​	​	​	​	​	​	​
​	​	Net Book Value of Property, Plant and Equipment at December 31, 2025
(thousands of dollars)	​ ​ ​	Alabama		​ ​ ​	Corporate		​ ​ ​	Total
Mineral rights and properties	​	$	8,972	​	$	—	​	$	8,972
Buildings	​	​	3,122	​	​	—	​	​	3,122
Other property, plant and equipment	​		4,360	​		10	​		4,370
Construction in progress	​	​	126,729	​	​	—	​	​	126,729
Total	​	$	143,183	​	$	10	​	$	143,193

​

Construction in Progress

​

Construction in progress represents assets that are not ready for service or are in the construction stage. Assets are depreciated based on the estimated useful life of the asset once it is placed in service.  

​

Impairment of Property, Plant and Equipment

​

The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. For the nine months ended September 30, 2026, no events or changes in circumstances are believed to have impacted recoverability of the Company’s long-lived assets. Accordingly, it was determined that no interim impairment was necessary.  As discussed in Note 2 Liquidity, if the Company is required to abandon construction and development or alter its intended long-term plans related to the Kellyton Graphite Plant, the Company could be required to evaluate the recoverability of its long-lived assets.

4. LEASES

The Company’s lease portfolio consists of an operating lease for the corporate office (the “office lease”) and other small operating and finance leases for equipment in the Alabama office. The Company entered into a new office lease that commenced in July 2026. The office lease includes an option to extend the lease term, subject to approval by both parties. As of September 30, 2026, the Company was not reasonably certain to exercise any renewal or termination options. Lease payments under the office lease include the Company’s proportionate share of the building’s operating expenses and property taxes. These amounts represent non-lease components and are excluded from the measurement of the right-of-use asset and lease liability. Instead, these amounts are recognized as variable lease expense in the period in which they are incurred.

The right-of-use assets represent the Company’s right to use underlying assets for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments to be made over the lease term. The office lease right-of-use asset is recorded in “Other long-term assets,” the current portion of the related lease liability is included in “Accrued liabilities,” and the noncurrent portion is included in “Other long-term liabilities” in the Condensed Consolidated Balance Sheets as of September 30, 2026. The Company uses the discount rate implicit in the lease, when readily determinable, or otherwise uses its incremental borrowing rate at the lease commencement date.

11

Table of Contents

The components of lease cost are as follows:

​

​	​	​	​	​	​
​	For the Nine Months Ended
​	September 30,
(thousands of dollars)	2026		​	2025
Operating lease cost	$	277	​	$	112
Finance lease cost	​	​	​	​	​
Amortization of right-of-use assets	​	4	​	​	4
Total finance lease cost	​	4	​	​	4
​	​	​	​	​	​
Variable lease costs	​	26	​	​	28
​	​	​	​	​	​
Short-term lease costs	​	37	​	​	233
​	​	​	​	​	​
Lease cost	$	344	​	$	377

​

Supplemental cash flow information related to the Company’s leases is as follows:

​

​	​	​	​	​	​	​
​	​	For the Nine Months Ended
​	​	September 30,
(thousands of dollars)	​ ​ ​	2026		​	2025
Cash paid for amounts included in lease liabilities:		​	​	​	​	​
Operating cash flows from operating leases	​	$	245	​	$	99
Financing cash flows from finance leases	​	$	4	​	$	6

​

Weighted-average remaining lease term and discount rate for the Company’s leases is as follows:

​

​	​	​	​	​	​	​	​
​	​	​	Operating Leases		​	Finance Leases
Weighted average remaining lease term (in years)	​	​ ​ ​	4.8	​	​	0.8	​
​	​	​	​	​	​	​	​
Weighted average discount rate	​		12.3	%	​	3.0	%

​

Maturities of lease liabilities for the Company’s leases are as follows:

​

​	​	​	​	​	​	​
Lease Payments by Year	​ ​ ​	​		​	​	​
(in thousands)	​	Operating Leases		​	Finance Leases
2026 (remaining)	​	​	68	​	​	2
2027	​		109	​	​	3
2028	​		109	​	​	—
2029	​	​	112	​	​	—
2030	​	​	115	​	​	—
2031	​	​	109	​	​	—
Total lease payments	​		622	​	​	5
Less imputed interest	​		(154)	​	​	—
Total	​	$	468	​	$	5

​

As of September 30, 2026, the Company has $0.4 million in right-of-use assets and $0.5 million in related lease liabilities, of which $0.1 million is current. The Company’s most significant operating lease is for its corporate office in Greenwood Village, Colorado, and has $0.6 million remaining undiscounted cash payments through the end of the lease term in 2031.

As of September 30, 2026, the Company has entered into certain equipment leases that have not yet commenced. The leased equipment will be used at the Kellyton Graphite Plant, and each lease has a five-year term. The Company

12

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expects the leases to commence when it takes possession of the equipment and begins operations. The net present value of the future lease payments under these leases is approximately $1.2 million.

5. CONVERTIBLE NOTES

In June and August 2025, the Company issued and sold to certain institutional investors Convertible Notes with an aggregate principal amount of $10.0 million pursuant to registered direct offerings under the Company’s shelf registration statement on Form S-3.

The Company elected the Fair Value Option for the Convertible Notes (see Note 6, Fair Value Measurements for more details).  

For the three and nine months ended September 30, 2026 and 2025, the Company recognized the following components within “Non-Operating Income (Expenses)” on the Condensed Consolidated Statements of Operations as the losses were unrelated to instrument-specific credit risk.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Three Months Ended

​

For the Nine Months Ended

(thousands of dollars)

​

September 30, 2026

​

September 30, 2026

Other (expense) income:

​ ​ ​

Series A-1

​

Series B-1

​ ​ ​

Series A-1

​

Series B-1

Conversion loss

​

​

—

​

​

—

​

​

—

​

​

(1,578)

Fair value adjustment

​

—

​

​

—

​

160

​

​

715

Extinguishment loss

​

​

(98)

​

​

(32)

​

​

(98)

​

​

(32)

Total other (expense) income

​

$

(98)

​

$

(32)

​

$

62

​

$

(895)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Three Months Ended

​

For the Nine Months Ended

(thousands of dollars)

​

September 30, 2025

​

September 30, 2025

Other expense:

​ ​ ​

Series A-1

​

Series B-1

​ ​ ​

Series A-1

​

Series B-1

Conversion loss

​

​

(1,895)

​

​

(604)

​

​

(1,895)

​

​

(604)

Fair value adjustment

​

(2,415)

​

​

(910)

​

(2,415)

​

​

(910)

Total other expense

​

$

(4,310)

​

$

(1,514)

​

$

(4,310)

​

$

(1,514)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

During July 2026, and upon the satisfaction of certain conditions set forth in the Convertible Notes, the Company voluntarily redeemed the entire outstanding Convertible Notes for approximately $2.4 million in cash. As of September 30, 2026, no Convertible Notes remained outstanding.

​

​

​

13

Table of Contents

6. FAIR VALUE MEASUREMENTS

​

Recurring Fair Value Measurements

​

The following tables set forth by level, within the fair value hierarchy, the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2026, and December 31, 2025. In accordance with U.S. GAAP, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The carrying amounts of certain financial instruments, including cash, accounts payable, and accrued liabilities approximate fair value due to their short maturities. Consequently, such financial instruments are not included in the following tables.  

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

September 30, 2026

(thousands of dollars)

​ ​ ​

Level 1

​ ​ ​

Level 2

​ ​ ​

Level 3

​ ​ ​

Total

Current assets

​

​

​

​

​

​

​

​

Cash equivalent:

​

​

​

​

​

​

​

​

​

​

​

​

Money market account

​

$

29,028

​

$

—

​

$

—

​

$

29,028

Total current assets recorded at fair value

​

$

29,028

​

$

—

​

$

—

​

$

29,028

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2025

(thousands of dollars)

​ ​ ​

Level 1

​ ​ ​

Level 2

​ ​ ​

Level 3

​ ​ ​

Total

Current assets

​

​

​

​

​

​

​

​

Cash equivalent:

​

​

​

​

​

​

​

​

​

​

​

​

Money market account

​

$

48,395

​

$

—

​

$

—

​

$

48,395

Current liabilities

​

​

​

​

​

​

​

​

Series A-1 Convertible Notes

​

​

—

​

​

—

​

​

(1,848)

​

​

(1,848)

Series B-1 Convertible Notes

​

​

—

​

​

—

​

​

(4,125)

​

​

(4,125)

Total current assets (liabilities), net recorded at fair value

​

$

48,395

​

$

—

​

$

(5,973)

​

$

42,422

​

The fair value of the Convertible Notes is considered Level 3 as the Company considers unobservable inputs related to the probability of the occurrence of certain contingent conversion and redemption features in its determination of fair value, and unobservable inputs related to potential changes in the Company’s future stock prices based on a binomial lattice pricing model.

​

As noted above, the Convertible Notes were redeemed in full during July 2026 resulting in a zero balance at September 30, 2026. The estimated fair value of the Convertible Notes as of December 31, 2025, were computed using the following assumptions:

​

​	​	​	​	​
​	​	December 31, 2025
​	​ ​ ​	Series A-1 Convertible Notes	​ ​ ​	Series B-1 Convertible Notes
Expected volatility	​	104.2%	​	99.6%
Expected dividend rate	​	—	​	—
Risk-free interest rate	​	3.48%	​	3.47%

​

The Company did not make any transfers into or out of Level 3 of the fair value hierarchy during the three and nine months ended September 30, 2026 and 2025.

​

14

Table of Contents

The net carrying amounts of the liability for the three and nine months ended September 30, 2026, are summarized as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine months ended September 30, 2026

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balances,

​

​

​

​

Change in

​

​

​

​

Balances,

(thousands of dollars)

​

December 31, 2025

​

Conversions

​

Fair Value

​

Redemption

​

September 30, 2026

Series A-1 Convertible Notes

​

$

(1,848)

​

$

—

​

$

160

​

$

1,688

​

$

—

Series B-1 Convertible Notes

​

​

(4,125)

​

​

2,860

​

​

715

​

​

550

​

​

—

Total

​

$

(5,973)

​

$

2,860

​

$

875

​

$

2,238

​

$

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended September 30, 2026

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balances,

​

​

​

​

Change in

​

​

​

​

Balances,

(thousands of dollars)

​

June 30, 2026

​

Conversions

​

Fair Value

​

Redemption

​

September 30, 2026

Series A-1 Convertible Notes

​

$

(1,688)

​

$

—

​

$

—

​

$

1,688

​

$

—

Series B-1 Convertible Notes

​

​

(550)

​

​

—

​

​

—

​

​

550

​

​

—

Total

​

$

(2,238)

​

$

—

​

$

—

​

$

2,238

​

$

—

​

​

During the nine months ended September 30, 2026, the Company issued approximately 5.4 million shares of the Company’s Common Stock to settle approximately $2.9 million of the net carrying amount related to the Convertible Notes.

​

7. ACCRUED LIABILITIES

As of September 30, 2026, and December 31, 2025, the Company had the following components within the “Accrued liabilities” line item on the Condensed Consolidated Balance Sheets:

​

​	​	​	​	​	​	​
​	​	September 30,		​	December 31,
(thousands of dollars)	​ ​ ​	2026		​ ​ ​	2025
Accrued liabilities:	​	​	​	​	​	​
Accrued compensation	​	$	1,026	​	$	986
Liabilities related to Company insurance	​	​	153	​	​	55
Accrued legal fees	​	​	—	​	​	104
Current portion of lease liabilities	​	​	104	​	​	309
Other accrued liabilities	​	​	298	​	​	206
Total accrued liabilities	​	$	1,581	​	$	1,660

​

​

8. STOCKHOLDERS’ EQUITY

Authorized Shares of Common Stock

On May 22, 2026, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock of the Company from 200,000,000 shares to 400,000,000 shares. The Certificate of Amendment reflecting the increase in the number of authorized shares was filed with the Secretary of State of the State of Delaware on May 22, 2026, and became effective upon filing.

Common Stock Issued, Net of Issuance Costs

ATM Financing with H.C. Wainwright

On August 30, 2024, the Company entered into an ATM Sales Agreement with H.C. Wainwright to sell shares of its Common Stock (the “ATM Shares”) from time to time, through an “at the market” offering program under which H.C. Wainwright will act as the sales agent. The Company will pay H.C. Wainwright a commission rate equal to up to 3.0% of the aggregate gross proceeds from each sale of ATM Shares and has agreed to provide H.C. Wainwright with customary indemnification and contribution rights. The Company will also reimburse H.C. Wainwright for certain

15

Table of Contents

specified expenses in connection with entering into the ATM Sales Agreement. The ATM Sales Agreement contains customary representations and warranties and conditions to the sale of the ATM Shares pursuant thereto. Sales of the ATM Shares made under the ATM Sales Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.  

​

On March 21, 2025, Westwater filed a prospectus supplement for the purpose of registering under the Company’s Registration Statement on Form S-3 (the “Registration Statement”) the offer and sale of shares of Common Stock in the aggregate amount of up to $50.0 million pursuant to the ATM Sales Agreement. On October 17, 2025, the Company filed an additional prospectus supplement for the purpose of registering under the Company’s Registration Statement the offer and sale of shares of Common Stock in the aggregate amount of up to $75.0 million pursuant to the ATM Sales Agreement, which does not include the approximately $55 million of shares of Common Stock that were previously sold pursuant to the ATM Sales Agreement as of the date of the filing of the prospectus supplement. 

​

During the three and nine months ended September 30, 2026, the Company sold approximately 2.2 million and 3.2 million shares of Common Stock for net proceeds of approximately $1.3 million and $2.5 million, respectively, pursuant to the ATM Sales Agreement.

​

During the three and nine months ended September 30, 2025, the Company sold approximately 6.7 million and 13.8 million shares of Common Stock for net proceeds of approximately $5.7 million and $10.1 million, respectively, pursuant to the ATM Sales Agreement.

​

As of September 30, 2026, the Company had approximately $69.5 million remaining available for future sales under the ATM Sales Agreement.

​

August 2024 Purchase Agreement with Lincoln Park Capital Fund, LLC

On August 30, 2024, the Company entered into the 2024 Lincoln Park PA and the 2024 Lincoln Park Registration Rights Agreement, pursuant to which Lincoln Park committed to purchase up to $30.0 million of the Company’s Common Stock.

Under the terms and subject to the conditions of the 2024 Lincoln Park PA, the Company had the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park was obligated to purchase, up to $30.0 million of the Company’s Common Stock over a 24-month period commencing on October 18, 2024.

There were no sales of Common Stock pursuant to the 2024 Lincoln Park PA for the three and nine months ended September 30, 2026.  

​

During the nine months ended September 30, 2025, the Company sold approximately 5.1 million shares of Common Stock for net proceeds of approximately $3.2 million, pursuant to the 2024 Lincoln Park PA. There were no sales of Common Stock for the three months ended September 30, 2025, pursuant to the 2024 Lincoln Park PA.  

​

The 2024 Lincoln Park PA expired by its terms on November 1, 2026. On November 10, 2026, the Company entered into the 2026 Lincoln Park PA and the 2026 Lincoln Park Registration Rights Agreement. See Note 13, Subsequent Events for further details.

​

9. STOCK-BASED COMPENSATION

The Company’s stockholders approved amendments to the 2013 Plan to increase the authorized number of shares of Common Stock available and reserved for issuance under the 2013 Plan by 20,000,000 shares on May 27, 2025, and an additional 6,100,000 shares on May 22, 2026.

Under the 2013 Plan, the Company may grant awards of stock options, stock appreciation rights, restricted stock awards, RSUs, unrestricted stock, dividend equivalent rights, performance shares and other performance-based awards, other equity-based awards and cash bonus awards to eligible persons. Equity awards under the 2013 Plan are granted from

16

Table of Contents

time to time at the discretion of the Compensation Committee of the Board (the “Committee”), with vesting periods and other terms as determined by the Committee, subject to any limitations in the 2013 Plan. The 2013 Plan is administered by the Committee, which can delegate the administration to the chief executive officer or to such other officers of the Company as designated by the Committee and permitted by the 2013 Plan. In addition, the Board has reserved the right to exercise administrative authority under the 2013 Plan, as it determines. As of September 30, 2026, 775,785 shares were available for future issuances under the 2013 Plan.  

The Inducement Plan provides for the grant of equity-based awards, including RSUs, restricted stock, performance shares and performance units. Under the Inducement Plan, the Company may grant equity awards for the sole purpose of recruiting and hiring new employees. The Board approved an amendment to the Inducement Plan to increase the authorized number of shares of Common Stock available and reserved for issuance under the Inducement Plan by 385,571 shares on May 22, 2026. As of September 30, 2026, 500,000 shares of Common Stock were available for future issuances under the Inducement Plan. See Note 13, Subsequent Events for information regarding an amendment to the Inducement Plan and a related inducement award approved after September 30, 2026.

For the three and nine months ended September 30, 2026, the Company recorded stock-based compensation expense of approximately $1.4 million and $3.0 million, respectively. For the three and nine months ended September 30, 2025, the Company recorded stock-based compensation expense of approximately $1.5 million and $2.4 million, respectively. Stock compensation expense is recorded in the “General and administrative expenses” line item within the Condensed Consolidated Statements of Operations.

Stock Options

​

The following table summarizes stock options outstanding for the nine months ended September 30, 2026 and 2025:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	September 30, 2026				​	September 30, 2025
​	​ ​ ​	​	​ ​ ​	Weighted		​ ​ ​	​	​ ​ ​	Weighted
​	​	Number of	​	Average		​	Number of	​	Average
​	​	Stock	​	Exercise		​	Stock	​	Exercise
​	​	Options	​	Price		​	Options	​	Price
Stock options outstanding at beginning of period		424,826	​	$	2.66		649,345	​	$	1.91
Granted		—	​		—		16,390	​	​	0.48
Stock options outstanding at end of period		424,826	​	​	2.66		665,735	​	​	1.88
Stock options exercisable at end of period		424,826	​	$	2.66		665,735	​	$	1.88

​

All options outstanding for the nine months ended September 30, 2026, were issued and vested under the 2013 Plan. The weighted average remaining term for stock options outstanding as of September 30, 2026, is approximately 5.0 years.

​

As of September 30, 2026, the Company had no unrecognized compensation costs related to non-vested stock options.

​

​

17

Table of Contents

Restricted Stock Units

The following table summarizes RSU activity for the nine months ended September 30, 2026 and 2025:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	September 30, 2026				​	September 30, 2025
​	​ ​ ​	​	​ ​ ​	Weighted-		​ ​ ​	​	​ ​ ​	Weighted-
​	​	​	​	Average		​	​	​	Average
​	​	Number of	​	Grant Date		​	Number of	​	Grant Date
​	​	RSUs	​	Fair Value		​	RSUs	​	Fair Value
Unvested RSUs at beginning of period		22,223,915	​	$	0.49		4,090,639	​	$	0.60
Granted		10,002,780	​	​	0.57		20,101,991	​		0.48
Forfeited/Expired		(2,427,390)	​		0.51		(142,139)	​		0.92
Vested		(5,227,615)	​		0.50		(1,826,582)	​		0.51
Unvested RSUs at end of period		24,571,690	​	$	0.52		22,223,909	​	$	0.49

​

Forfeited/Expired shares are those RSU awards that either were forfeited by the holder, or RSU awards that did not vest due to certain vesting criteria not being met.  The increase in RSU activity as of September 30, 2026 as compared to September 30, 2025, is due to the larger and more broadly distributed RSU awards granted in May 2025 and May 2026 compared to prior years.

As of September 30, 2026, the Company had approximately $3.6 million of unrecognized compensation costs related to non-vested RSUs that will be recognized over a period of approximately 2.3 years.

​

​

10. EARNINGS PER SHARE

Basic and diluted loss per common share have been calculated based on the weighted-average shares outstanding during the period. Additionally, 24,996,516 potentially dilutive shares, comprised of unvested RSUs and outstanding stock options at the end of the period, were excluded from the calculation of earnings per share because the effect on the basic loss per share would be anti-dilutive, as the Company had a net loss for the three and nine months ended September 30, 2026.

​

11. COMMITMENTS AND CONTINGENCIES

Future operations on the Company’s properties are subject to federal and state regulations for the protection of the environment, including air and water quality. The Company evaluates the status of current environmental laws and their potential impact on current operating costs and accruals for future costs. The Company believes its operations are materially compliant with current, applicable environmental regulations.

At any given time, the Company may enter into negotiations to settle outstanding legal proceedings and any resulting accruals will be estimated based on the relevant facts and circumstances applicable at that time. At this time, we do not expect that such settlements will, individually or in the aggregate, have a material effect on our financial position, results of operations or cash flows.

​

12. SEGMENT REPORTING

The Company has one reporting segment, the “battery-grade graphite business” segment and the Company’s chief operating decision maker (“CODM”) is the President & Chief Executive Officer. Graphite extraction and processing are regulated by federal and state governments and subject to change. Compliance with regulations has a material effect on the economics of our operations and the timing of project development. Our primary regulatory costs have been, and are expected to continue to relate to, obtaining licenses and operating permits from federal and state agencies before the commencement of production activities, as well as continuing compliance with licenses and permits once they have been issued.

18

Table of Contents

The battery-grade graphite business segment consists of the Kellyton Graphite Plant and the Coosa Graphite Deposit, both of which are at a pre-revenue stage and located in Coosa County, Alabama.

Kellyton Graphite Plant:

The Company currently processes bulk concentrate natural graphite samples through its qualification line at the Kellyton Graphite Plant.  The mass production milling and shaping equipment are utilized to produce spheroidized graphite prior to purification. The purification is performed using a proprietary purification process. The process uses a combination of technologies including a caustic bake, acid leach and thermal treatment, a process that allows for a smaller and more sustainable environmental footprint than that of a hydrofluoric acid leaching system, which is widely used by other graphite processing companies. Once the graphite is purified to a minimum graphite carbon content of 99.95%, the Company coats the spherical purified graphite to manufacture the advanced graphite products it intends to sell. The purification process was developed by Westwater and on September 17, 2025, the Company announced it had received its first U.S. Patent related to its graphite purification method.

Coosa Graphite Deposit:

Westwater currently purchases graphite flake concentrate for the Kellyton Graphite Plant under a supply contract with Syrah Resources Limited. In 2025, the Company also entered into a contract with a non-Foreign Entity Concern backup feedstock supplier. Westwater expects to continue to purchase graphite concentrate from Syrah Resources Limited and/or other sources for the Kellyton Graphite Plant until the Coosa Graphite Deposit is developed and in operation. Westwater believes its current contracts with Syrah Resources Limited and the backup feedstock supplier provide adequate feedstock supply until then, and believes that the backup supplier reduces dependency, mitigates risk and helps ensure supply chain continuity. Currently, the Coosa Graphite Deposit is undergoing evaluation and development to support future mining operations, with multiple permit applications submitted and technical and environmental studies conducted since 2025. The Coosa Graphite Deposit is being evaluated and developed as a potential in-house source of graphite feedstock for the Kellyton Graphite Plant and will provide in-house quality assurance and quality control for raw-material inputs.

The accounting policies of the battery-grade graphite business are the same as those described in Note 1, Summary of Significant Accounting Policies, in the Notes to the Consolidated Financial Statements within our Annual Report.  The CODM assesses the performance of the battery-grade graphite business segment and decides how to allocate resources based on operating expenses, as reported on the Condensed Consolidated Statement of Operations. The CODM intends to continue to use operating expenses to evaluate the segment until the Kellyton Graphite Plant is operational.

The following table summarizes segment assets as of September 30, 2026, and December 31, 2025:

​

​	​	​	​	​	​	​
​	​	September 30,		​	December 31,
(thousands of dollars)	​	2026		​ ​ ​	2025
Assets:	​	​	​	​	​	​
Battery-grade graphite business segment assets	​	$	153,485	​	$	145,561
Corporate and other assets	​	​	30,262	​	​	48,972
Consolidated total assets	​	$	183,747	​	$	194,533

​

Expenditures for long-lived assets for the battery-grade graphite business segment for the three and nine months ended September 30, 2026, were approximately $5.8 million and $8.1 million, respectively.

​

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The following tables summarize segment profit or loss and significant segment expenses for the three and nine months ended September 30, 2026 and 2025:

​

​	​	​	​	​	​	​	​	​	​
Three months ended	​	​	​	​	​	​	​	​	​
​	​	September 30, 2026
(thousands of dollars)	​	Battery-grade Graphite Segment		​	Corporate and Other		​	Consolidated Statements of Operations
Other income, net	​	$	91	​	$	108	​	$	199
Less:	​	​	​	​	​	​	​	​	​
Product development expenses	​	​	251	​	​	—	​	​	251
Exploration expenses	​	​	203	​	​	—	​	​	203
General and administrative expenses	​	​	930	​	​	3,008	​	​	3,938
Mineral property	​	​	13	​	​	—	​	​	13
Depreciation and amortization	​	​	193	​	​	1	​	​	194
Net loss	​	$	(1,499)	​	$	(2,901)	​	$	(4,400)
​	​	​	​	​	​	​	​	​	​
​	​	September 30, 2025
(thousands of dollars)	​	Battery-grade Graphite Segment		​	Corporate and Other		​	Consolidated Statements of Operations
Other income (expense), net	​	$	22	​	$	(5,778)	​	$	(5,756)
Less:	​	​	​	​	​	​	​	​	​
Product development expenses	​	​	370	​	​	—	​	​	370
Exploration expenses	​	​	2	​	​	—	​	​	2
General and administrative expenses	​	​	855	​	​	2,596	​	​	3,451
Mineral property	​	​	13	​	​	—	​	​	13
Depreciation and amortization	​	​	243	​	​	1	​	​	244
Net loss	​	$	(1,461)	​	$	(8,375)	​	$	(9,836)
​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​
Nine months ended	​	​	​	​	​	​	​	​	​
​	​	September 30, 2026
(thousands of dollars)	​	Battery-grade Graphite Segment		​	Corporate and Other		​	Consolidated Statements of Operations
Other income, net	​	$	47	​	$	164	​	$	211
Less:	​	​	​	​	​	​	​	​	​
Product development expenses	​	​	1,155	​	​	—	​	​	1,155
Exploration expenses	​	​	810	​	​	—	​	​	810
General and administrative expenses	​	​	2,917	​	​	8,120	​	​	11,037
Mineral property	​	​	23	​	​	—	​	​	23
Depreciation and amortization	​	​	572	​	​	4	​	​	576
Net loss	​	$	(5,430)	​	$	(7,960)	​	$	(13,390)
​	​	​	​	​	​	​	​	​	​
​	​	September 30, 2025
(thousands of dollars)	​	Battery-grade Graphite Segment		​	Corporate and Other		​	Consolidated Statements of Operations
Other expense, net	​	$	(296)	​	$	(5,795)	​	$	(6,091)
Less:	​	​	​	​	​	​	​	​	​
Product development expenses	​	​	827	​	​	—	​	​	827
Exploration expenses	​	​	12	​	​	—	​	​	12
General and administrative expenses	​	​	1,912	​	​	6,966	​	​	8,878
Mineral property	​	​	23	​	​	—	​	​	23
Depreciation and amortization	​	​	547	​	​	3	​	​	550
Net loss	​	$	(3,617)	​	$	(12,764)	​	$	(16,381)

​

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​

13. SUBSEQUENT EVENTS

2026 Lincoln Park Capital Committed Equity Financing

​

On November 10, 2026, Westwater Resources, Inc. entered into the 2026 Lincoln Park PA and the 2026 Lincoln Park Registration Rights Agreement, pursuant to which Lincoln Park has committed to purchase up to $50.0 million of the Company’s Common Stock, subject to the conditions and limitations contained in the 2026 Lincoln Park PA. As of the date of this report, the Company had not commenced sales under the 2026 Lincoln Park PA.

​

Under the terms and subject to the conditions of the 2026 Lincoln Park PA, the Company has the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase, up to $50.0 million of the Company’s Common Stock. Sales of Common Stock by the Company, if any, will be subject to certain limitations contained in the 2026 Lincoln Park PA, and may occur from time to time, at the Company’s sole discretion from and after the Commencement Date (as defined below) until the first day of the month immediately following the 24-month anniversary of the Commencement Date, unless the 2026 Lincoln Park PA is earlier terminated in accordance with its terms. The Company’s right to commence sales is subject to the satisfaction of certain conditions set forth in the 2026 Lincoln Park PA, including that a registration statement covering the resale of the shares of Common Stock that may be issued under the 2026 Lincoln Park PA, which the Company agreed to file with the SEC pursuant to the 2026 Lincoln Park Registration Rights Agreement, is declared effective by the SEC and a final prospectus in connection therewith is filed (such date on which all of such conditions are satisfied, the “Commencement Date”).

​

After the Commencement Date, under the 2026 Lincoln Park PA, the Company may direct Lincoln Park to purchase up to 200,000 shares of Common Stock on any business day (each, a “Regular Purchase”), provided that the closing sale price of the Common Stock on the applicable purchase date is not less than $0.10 (as adjusted pursuant to the 2026 Lincoln Park PA) and the other conditions set forth in the 2026 Lincoln Park PA are satisfied. The number of shares that may be purchased in a Regular Purchase may be increased to up to 300,000 shares, provided that the closing sale price of the Common Stock is not below $0.50 on the purchase date, up to 400,000 shares, provided that the closing sale price of the Common Stock is not below $0.75 on the purchase date, and up to 500,000 shares, provided that the closing sale price of the Common Stock is not below $1.00 on the purchase date. In each case, Lincoln Park’s maximum commitment in any single Regular Purchase may not exceed $1,000,000. The foregoing share limits are subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction as provided in the 2026 Lincoln Park PA, including, in certain circumstances, to permit a Regular Purchase having an aggregate purchase price of approximately $100,000. The purchase price per share for each Regular Purchase will be based on an agreed-upon fixed discount to the prevailing market prices of the Company’s Common Stock immediately preceding the time of sale. In addition to Regular Purchases, the Company may also direct Lincoln Park to purchase other amounts as accelerated purchases or additional accelerated purchases at such times and subject to the limitations set forth in the 2026 Lincoln Park PA.

​

Under applicable rules of the NYSE American, in no event may the Company issue or sell to Lincoln Park under the 2026 Lincoln Park PA any shares of its Common Stock to the extent the issuance of such shares of Common Stock, when aggregated with all other shares of Common Stock issued pursuant to the 2026 Lincoln Park PA (including the 600,000 commitment shares described below), would cause the aggregate number of shares of Common Stock issued pursuant to the 2026 Lincoln Park PA to exceed 19.99% of the shares of Common Stock outstanding immediately prior to the execution of the 2026 Lincoln Park PA, or 26,141,858 shares of Common Stock (the “Exchange Share Cap”), unless and until the Company obtains stockholder approval to issue shares of Common Stock in excess of the Exchange Share Cap in accordance with applicable NYSE American listing rules. In any event, the 2026 Lincoln Park PA specifically provides that the Company may not issue or sell any shares of its Common Stock under the 2026 Lincoln Park PA if such issuance or sale would breach any applicable NYSE American rules.

​

Lincoln Park has no right to require the Company to sell any shares of Common Stock to Lincoln Park, but Lincoln Park is obligated to make purchases as the Company directs, subject to certain conditions. In all instances, the Company may not sell shares of its Common Stock to Lincoln Park under the 2026 Lincoln Park PA if it would result in Lincoln Park beneficially owning more than 9.99% of its Common Stock. There are no upper limits on the price per share that Lincoln Park must pay for shares of Common Stock.

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​

For a period defined in the 2026 Lincoln Park PA, the Company has agreed with Lincoln Park that, subject to certain limitations and exceptions set forth in the 2026 Lincoln Park PA, it will not effect or enter into an agreement to effect any “equity line of credit,” “at-the-market offering” or other continuous offering or similar offering with any third party, pursuant to which the Company or its subsidiaries may offer, issue or sell Common Stock or any securities exercisable, exchangeable or convertible into Common Stock at a future determined price, other than at-the-market offerings of Common Stock conducted exclusively through registered broker-dealers acting as the Company’s agents.

​

As consideration for its commitment to purchase shares of Common Stock under the 2026 Lincoln Park PA, the Company issued to Lincoln Park 600,000 shares of Common Stock and may issue to Lincoln Park up to an additional 1,400,000 shares of Common Stock (the “Additional Commitment Shares”) in connection with each purchase of Common Stock by Lincoln Park and in an amount of Additional Commitment Shares as calculated pursuant to the 2026 Lincoln Park PA.

​

The 2026 Lincoln Park PA and the 2026 Lincoln Park Registration Rights Agreement contain customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. The Company has the right to terminate the 2026 Lincoln Park PA at any time after the Commencement Date, at no cost or penalty, upon one business day’s prior written notice. During any “suspension event” under the 2026 Lincoln Park PA, all of which are outside of Lincoln Park’s control, Lincoln Park does not have the right to terminate the 2026 Lincoln Park PA; however, the Company may not initiate any regular or other purchase of shares by Lincoln Park until such suspension event is cured. In addition, in the event of bankruptcy proceedings by or against the Company that is not discharged within 90 days, the 2026 Lincoln Park PA will automatically terminate.

​

Actual sales of shares of Common Stock to Lincoln Park will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations. Lincoln Park has covenanted not to cause or engage in, in any manner whatsoever, any direct or indirect short selling or hedging of the Company’s shares.

​

Inducement Plan Amendment and Inducement Award

​

On October 14, 2026, the Board, upon the recommendation of the Committee, approved an amendment to the Inducement Plan to increase the authorized number of shares of Common Stock available and reserved for issuance under the Inducement Plan by 1,500,000 shares, from 635,571 shares to 2,135,571 shares.

​

Also on October 14, 2026, the Committee approved an inducement award of 850,000 RSUs under the Inducement Plan in connection with the hiring of the Company’s General Manager of the Coosa Graphite Deposit, who commenced employment with the Company on October 26, 2026. The RSUs vest in two equal installments on the first and second anniversaries of the employment commencement date, subject to continued employment and the other terms and conditions of the award. The award has a grant date fair value of approximately $0.3 million. The related stock-based compensation cost is expected to be recognized over the requisite service period. After giving effect to the amendment and this award, 1,150,000 shares of Common Stock were available for future issuances under the Inducement Plan.

​

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​

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the consolidated financial results and financial condition of Westwater for the three and nine months ended September 30, 2026, should be read in conjunction with the unaudited Interim Financial Statements and Notes thereto included herewith and the audited Consolidated Financial Statements as of and for the years ended December 31, 2025 and 2024, and the related notes thereto appearing elsewhere in our Annual Report, which were prepared in accordance with U.S. GAAP. There have not been any material changes to the critical accounting estimates discussed in the Company’s Annual Report, nor have any new critical accounting estimates arisen during the interim period. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth elsewhere in this report. See “Cautionary Note Regarding Forward-Looking Statements” herein.

INTRODUCTION

Westwater Resources, Inc., also known and doing business as Westwater Graphite, is an energy technology company focused on developing a vertically integrated battery-grade natural graphite business through its two primary projects, the Kellyton Graphite Plant and the Coosa Graphite Deposit, both located in Coosa County, Alabama. Once operational, Westwater expects the Kellyton Graphite Plant to process natural flake graphite and, based on current studies and estimates, produce 12,500 metric tons per year of CSPG in Phase I of the Kellyton Graphite Plant, primarily for use in lithium-ion batteries. Westwater also holds mineral rights to explore and potentially mine the Coosa Graphite Deposit, which Westwater anticipates will provide natural graphite flake concentrate to the Kellyton Graphite Plant.

SUMMARY OF RECENT DEVELOPMENTS

Coosa Graphite Deposit

Westwater has undertaken studies and submitted permit applications in support of potential mine development at its Coosa Graphite Deposit. The Company has retained a third-party permitting and engineering firm to support and manage these activities and is engaging with the U.S. Army Corps of Engineers (“USACE”), the Alabama Department of Environmental Management (“ADEM”), and other state and local authorities.

The Company commenced permitting activities during the fourth quarter of 2025. The Coosa Graphite Deposit subsequently received “covered project” designation under the FAST-41 Federal Permitting Program. FAST-41, enacted by Congress in 2015, is intended to improve the timeliness, predictability, and transparency of the federal permitting process through publicly available permitting schedules and formal coordination among applicable agencies. As of the date of this report, the FAST-41 dashboard reflects an estimated June 2027 completion date for environmental review and permitting. Permitting schedules and outcomes, however, remain subject to agency review and other uncertainties.

During the nine months ended September 30, 2026, the Company continued to advance federal and state permitting and related technical work, completed key environmental studies, and initiated preliminary mine-planning activities.

In June 2026, the Company submitted an individual permit application to USACE under Section 404 of the Clean Water Act. The public comment period has concluded, and USACE is reviewing the comments received as the application proceeds through the next phase of review. The Company also completed consultation under the Endangered Species Act ahead of the FAST-41 timetable following environmental fieldwork, habitat assessments, and coordination with the relevant agencies.

Environmental and cultural resource work supporting the permitting process is substantially complete. Cultural resource fieldwork, including work covering additional acreage associated with the planned tailings-disposal area, did not identify sites potentially eligible for inclusion in the National Register of Historic Places. The results were submitted to USACE. Wetland delineation and stream-assessment fieldwork and reporting are also complete, and the Company has

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submitted materials requested by USACE to support its determination of federal jurisdiction over wetlands and streams within the project area.

At the state level, the Company submitted a National Pollutant Discharge Elimination System permit application to ADEM during the first quarter of 2026. The application is currently undergoing technical review for determination of the site water effluent limits. In June 2026, the Company also submitted an application to ADEM for the state water-quality certification associated with the Section 404 permit. ADEM has accepted the application, which is proceeding through state review.

In parallel with its permitting activities, the Company initiated studies for the development and optimization of ore beneficiation processing, including an evaluation of the potential value of vanadium mineralization and its possible inclusion in the mine plan.

Subsequent to September 30, 2026, effective October 26, 2026, the Company appointed Dr. Anne Duncan as General Manager of the Coosa Graphite Deposit to lead its continued development. See Note 13, Subsequent Events, of the Interim Financial Statements for further details.

Kellyton Graphite Plant – Construction Update

​

During the nine months ended September 30, 2026, we continued to oversee detailed engineering and manufacturing progress related to long‑lead equipment ordered in the fourth quarter of 2025 and continued to actively coordinate with suppliers to support the production schedule and facilitate timely delivery to the Kellyton Graphite Plant. The Company placed orders for additional long-lead equipment during the third quarter, with initial shipments commencing subsequent to quarter end.

Westwater continued to operate its R&D Lab and its qualification line at the Kellyton Graphite Plant during the first nine months of the year. Both the R&D Lab and qualification line support ongoing product development and optimization with potential customers and provide in-house quality control testing capabilities.

The Company believes the R&D Lab increases flexibility to refine and produce future samples in accordance with customer specifications. The qualification line has resulted in the Company’s ability to produce aggregate production samples in excess of one metric ton of CSPG, for use in pre-production evaluations and testing. CSPG produced on the qualification line is representative of CSPG material produced in a future commercial setting and the Company expects the continued operation of the qualification line to support the production of bulk CSPG samples in one to ten metric ton batches for customer qualification activities. The qualification line is also being used for operations training and process familiarization, which the Company believes may support a more efficient commissioning and start-up of the Kellyton Graphite Plant.  To support these efforts, the Company continues to test the performance of the equipment at the Kellyton Graphite Plant and evaluate ongoing and upcoming equipment needs, potential alternative sources and procurement options for equipment, and costs and timelines.

Since the inception of the Kellyton Graphite Plant, and inclusive of liabilities as of September 30, 2026, the Company has incurred costs of approximately $136 million associated with Phase I. The Company continued Phase I construction activities at a measured pace during the first nine months of 2026. With additional financing raised during 2025 and 2026, the Company has ordered certain long-lead equipment items to further advance Phase I in 2026.

​

The Company maintains its cost estimate for Phase I of the Kellyton Graphite Plant of $245 million, of which approximately $109 million has not yet been incurred, this includes approximately $14.8 million related to contingency and potential cost escalation.  The contingency and escalation estimate was reduced during the second quarter of 2026 as we received updated pricing.

​

Financing Update

In June and August 2025, the Company entered into the Securities Purchase Agreements pursuant to which the Company issued and sold in registered direct offerings Convertible Notes in the aggregate principal amount of $10.0 million, which were convertible into shares of the Company’s Common Stock.  As discussed in Note 5, Convertible Notes,

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of the Interim Financial Statements, the Company voluntarily redeemed the entire outstanding Convertible Notes for approximately $2.4 million in cash in July of 2026.

​

During the nine months ended September 30, 2026, the Company continued to raise capital through its ATM Sales Agreement and sold 3.2 million shares of Common Stock for net proceeds of $2.5 million. Refer to Note 8, Stockholders’ Equity, of the Interim Financial Statements for further details. See Note 13, Subsequent Events, of the Interim Financial Statements for details on the 2026 Lincoln Park PA.

We continue to work to advance our plan to secure the remaining financing needed to complete Phase I of the Kellyton Graphite Plant. Consistent with our prior communications, we are prioritizing non-dilutive and lower cost sources of capital where available, including evaluating potential government programs. In August of 2026, Westwater received approval from the Export-Import Bank of the United States (“EXIM”) for an approximately $25 million direct loan to support continued development of the Kellyton Graphite Plant. The loan was approved under EXIM’s Make More in America Initiative (“MMIA”), which supports export-oriented domestic manufacturing projects that strengthen critical U.S. supply chains.

​

Closing a direct loan with EXIM is subject to the preparation, agreement, and execution of the definitive loan documentation, and satisfaction of customary closing conditions. No assurance can be given that the Company will ultimately enter into a direct loan with EXIM.

​

Concurrent with our efforts to close a loan with EXIM, the Company and its advisors continue to pursue and evaluate additional potentially available government funding sources.

​

As we continue to secure additional financing to complete Phase I, we plan to manage expenditures in a prudent manner. There can be no assurance that we will obtain additional financing in amounts sufficient to meet our needs, or on terms acceptable to the Company, nor can there be assurance regarding the timing of any such financing.

​

Customer Engagement Update

​

During the nine months ended September 30, 2026, Westwater provided product samples for evaluation and qualification to prospective customers in the electric vehicle, battery energy storage systems (“BESS”) and defense-related battery markets.

​

Westwater continues to respond to inquiries from prospective customers as they evaluate the impact of announced and potential changes to global trade and industrial policy, including tariffs, export restrictions, domestic content requirements, the Section 45X advanced manufacturing production tax credit, and related policy measures that may affect demand for domestic battery-grade natural graphite. Many of these prospective customers include large, global lithium-ion battery manufacturers and original equipment manufacturers (“OEMs”).

​

The global landscape for the U.S. supply of critical minerals, including natural graphite, continues to evolve. As previously announced, on March 31, 2026, SK On terminated the Procurement Agreement and on November 3, 2025, FCA terminated the Offtake Agreement. The Company continues to explore additional offtake opportunities with other prospective customers and, as part of these efforts, has provided and expects to continue providing product samples to support customer evaluation and qualification processes.

​

RESULTS OF OPERATIONS

Summary

Consolidated net loss for the three months ended September 30, 2026, was $4.4 million, or $0.03 per share, as compared with $9.8 million, or $0.12 per share for the same three-month period in 2025. The decrease in our consolidated net loss was primarily due to less other expense related to changes in the fair values and conversion losses of the Convertible Notes, partially offset by costs associated with progressing the permitting of the Coosa Graphite Deposit and an increase in consulting and outside services.

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Consolidated net loss for the nine months ended September 30, 2026, was $13.4 million, or $0.11 per share, as compared with $16.4 million, or $0.21 per share for the same nine-month period in 2025. The decrease in our consolidated net loss was primarily due to less other expense related to changes in the fair values and conversion losses of the Convertible Notes, partially offset by costs associated with progressing the permitting of the Coosa Graphite Deposit, an increase in stock-based compensation expenses, an increase in consulting and outside services, and greater product development costs.

Additional details regarding the drivers of these changes for the three and nine months ended September 30, 2026 are provided below.

Product Development Expenses

Product development expenses for the three months ended September 30, 2026, decreased approximately $0.1 million compared to the same three-month period in 2025. Costs for both periods related to continued product development and product optimization costs.

Product development expenses for the nine months ended September 30, 2026, increased approximately $0.3 million compared to the same nine-month period in 2025. The increase was primarily the result of $0.2 million of equipment maintenance and operational improvements to our qualification line and approximately $0.1 million related to the write-off of deferred contract costs associated with the previously announced termination of the Procurement Agreement. The deferred contract costs related to the aforementioned Procurement Agreement related primarily to qualification samples produced as part of the original contract.

Exploration Expenses

Exploration expenses for the three and nine months ended September 30, 2026 increased $0.2 million and $0.8 million, respectively, compared to the same three- and nine-month periods in 2025. The increases were primarily attributable to permitting-related activities undertaken during the first nine months of 2026 to advance the Coosa Graphite Deposit through the early stages of permitting. These activities included submitting permit applications to the USACE and the ADEM; completing environmental fieldwork, habitat assessments, and consultation under the Endangered Species Act; substantially completing cultural resource, wetland delineation, and stream-assessment work; and initiating ore beneficiation studies, including an evaluation of the potential value of vanadium mineralization and its possible inclusion in the mine plan.

General and Administrative Expenses

General and administrative expenses for the three months ended September 30, 2026, increased by $0.5 million, compared to the same three-month period in 2025. The increase was primarily driven by a $0.4 million increase in third-party services primarily related to the evaluation of government funding opportunities, investor relations, and legal services, as well as lower capitalization of internal payroll costs at the Kellyton Graphite Plant, as construction activities progressed at a more measured pace.

​

General and administrative expenses for the nine months ended September 30, 2026, increased by $2.2 million, compared to the same nine-month period in 2025. The increase was primarily driven by $0.7 million of higher stock‑based compensation expenses, resulting from larger and more broadly distributed RSU awards granted in May 2025 and May 2026 compared to prior years and higher employer payroll taxes on equity awards that vested in the first quarter of 2026, a $0.7 million increase in third-party services primarily related to the evaluation of government funding opportunities, investor relations, and legal services, a $0.3 million increase in office expenses primarily related to operating leases, maintenance of company assets, subscriptions, and training of employees in advance of operations, $0.2 million lower capitalization of internal payroll costs at the Kellyton Graphite Plant, as construction activities progressed at a more measured pace, and approximately $0.2 million related to the write-off of deferred contract costs associated with the previously announced termination of the Procurement Agreement.

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Depreciation and Amortization

Depreciation and amortization for the three and nine months ended September 30, 2026, was $0.2 million and $0.6 million, respectively, and remained relatively flat, as compared to the same three- and nine-month periods in 2025.  

Other Income (Expense), net

Other income (expense), net was other income of $0.2 million for the three months ended September 30, 2026, compared to other expense of $5.8 million for the same three-month period in 2025. The change from other expense, net in the prior year quarter to other income, net in the current year quarter was primarily driven by approximately $5.7 million lower net losses associated with the conversion, fair value adjustments, and extinguishment of the Convertible Notes, as well as approximately $0.2 million higher interest income primarily as a result of a larger average cash balance in the current quarter compared to the same three-month period in 2025.

Other income (expense), net was income of $0.2 million for the nine months ended September 30, 2026, compared to expense of $6.1 million for the same nine-month period in 2025. The change from other expense, net in the prior year nine-month period to other income, net in the current year nine-month period was primarily driven by approximately $5.3 million lower net losses on conversions, fair value adjustments, issuance costs, and extinguishment of the Convertible Notes, as well as approximately $0.9 million higher interest income primarily as a result of a larger average cash balance in the current nine-month period compared to the same nine-month period in 2025.  

FINANCIAL POSITION

Operating Activities

Net cash used in operating activities of $8.6 million for the nine months ended September 30, 2026, represents an increase of $0.7 million compared to the same nine-month period in 2025. The increase was primarily due to $0.8 million of permitting activities at the Coosa Graphite Deposit.

Investing Activities

Net cash used in investing activities for the nine months ended September 30, 2026, was $8.1 million, an increase of $2.1 million as compared to the same nine-month period in 2025. For both periods, the investing activity represents construction capital expenditures as the Company continues a managed approach to construction activity while seeking financing to fund the remaining construction of Phase I of the Kellyton Graphite Plant. The cash used in investing for the prior year comparable period was slightly offset by cash received from sales of assets. See Note 3 Property, Plant and Equipment to the Interim Financial Statements for further details.

​

Financing Activities

Net cash used in financing activities for the nine months ended September 30, 2026, was $2.6 million, compared to net cash provided by financing activities of $22.6 million for the same nine-month period in 2025. The increase in net cash used was primarily attributable to $10.9 million lower net proceeds from the sale of shares of Common Stock under the ATM Sales Agreement and the 2024 Lincoln Park PA during the nine months ended September 30, 2026 compared to the same nine-month period in 2025, the absence of $9.7 million of net cash proceeds received for the Convertible Notes issued in the second and third quarter of 2025, a $2.4 million cash payment during July 2026 to voluntarily redeem the entire outstanding Convertible Notes balance, and $2.4 million higher withholding taxes related to net share settlements of equity awards that vested in the first quarter of 2026 compared to the same period in 2025.  

LIQUIDITY AND CAPITAL RESOURCES

The Company has not recorded revenue from its graphite operations, and as a result, Westwater’s primary sources of liquidity have been derived through proceeds from equity and debt financings. Westwater is subject to all of the risks associated with a development-stage company. Management expects to continue to incur cash losses to further advance the Coosa Graphite Deposit, to continue construction activity at the Kellyton Graphite Plant and for general and

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administrative expenses until operations commence at the Kellyton Graphite Plant. Operations at the Kellyton Graphite Plant are dependent on securing the additional funding needed to complete construction of Phase I of the Kellyton Graphite Plant.

During the nine months ended September 30, 2026, and through the date that these Interim Financial Statements were issued, the Company continued construction activities related to the Kellyton Graphite Plant. We are progressing construction activities at the Kellyton Graphite Plant at a measured level as we continue to secure additional funding to complete the project. The Company’s construction-related contracts include termination provisions at the Company’s election that do not obligate the Company to make payments beyond what is incurred by the third-party service provider, including purchases of long-lead equipment, through the date of such termination.

On September 30, 2026, the Company’s cash balance was approximately $29.2 million. During the nine months ended September 30, 2026, the Company sold 3.2 million shares of Common Stock for net proceeds of $2.5 million pursuant to the ATM Sales Agreement. As of September 30, 2026, the Company had approximately $69.5 million remaining available for future sales under the ATM Sales Agreement. See Note 8, Stockholders’ Equity to the Interim Financial Statements for further details regarding the Company’s equity financing agreements.

Management believes the Company’s current cash balance is sufficient to fund its working capital and planned non-discretionary capital expenditures beyond a year after the date that these Interim Financial Statements were issued. Refer to Note 2, Liquidity to the Interim Financial Statements for additional information.

​

While the Company has advanced its business plan and has been successful in the past raising funds through equity and debt financings, as well as through the sale of non-core assets, no assurance can be given that additional financing will be available in amounts sufficient to meet its needs, or on terms acceptable to the Company. Recent volatility in the equity and debt capital markets, higher interest rates, inflation, electric vehicle production and adoption rates, uncertain economic conditions and regulatory policy and enforcement, tariff policy and import/export restrictions, and unstable geopolitical conditions, could significantly impact the Company’s ability to access the necessary funding to advance its business plan. The Company’s ability to raise additional funds under the ATM Sales Agreement and the 2026 Lincoln Park PA may be limited by the Company’s market capitalization, share price and trading volume. See Note 13, Subsequent Events to the Interim Financial Statements for details on the 2026 Lincoln Park PA.

​

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains statements that are, or may be considered to be, “forward-looking statements” within the meaning of Section 21E of the Exchange Act. These forward-looking statements are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995.

Forward-looking statements included in this report relate to matters that are not historical facts and reflect our current expectations or forecasts of future events. These include, without limitation, statements regarding the adequacy of funding, liquidity, access to capital, financing activities, the timing or occurrence of any future drilling or production from the Company’s properties, economic conditions, the strategic goals of the business, costs of any phase of development or operational line at the Kellyton Graphite Plant and estimated construction and commissioning timelines and completion dates, the start date for the mining of the Coosa Graphite Deposit, and the Company’s anticipated cash burn rate and capital requirements. Words such as “may,” “could,” “should,” “would,” “believe,” “estimate,” “expect,” “anticipate,” “plan,” “forecast,” “potential,” “intend,” “continue,” “project,” “target” and variations of these words, comparable words and similar expressions generally indicate forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements. Actual results may differ materially from those expressed or implied by these forward-looking statements.

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Factors that could cause actual results to differ materially from these forward-looking statements include, among others:

​

● the spot price and long-term contract price of graphite (both flake graphite feedstock and purified graphite products) and vanadium, and the worldwide supply and demand of graphite and vanadium;

● the effects, extent and timing of the entry of additional competition in the markets in which we operate;

● our ability to obtain or maintain contracts or other agreements with customers;

● available sources and transportation of graphite feedstock;

● the ability to control costs and avoid cost and schedule overruns during the development, construction and operation of the Kellyton Graphite Plant;

● the ability to construct and operate the Kellyton Graphite Plant in accordance with the requirements of permits and licenses and the requirements of tax credits and other incentives;

● when operational, the ability to operate the Kellyton Graphite Plant at scale and in accordance with customer qualification specifications and requirements;

● the effects of inflation, including labor shortages and supply chain disruptions;

● rising interest rates and the associated impact on the availability and cost of financing sources;

● our ability to obtain, close and fund additional financing, including government-supported loans or other sources of capital, on acceptable terms, within anticipated timeframes or at all;

● uncertainty in debt and equity capital markets and the associated impact on the availability and cost of financing sources;

● our ability to finance growth plans;

● stock price volatility;

● the availability and supply of equipment and materials needed to construct the Kellyton Graphite Plant;

● changes in the U.S. administration or government regulation of the mining and manufacturing industries in the U.S.;

● changes in legislation, regulations and economic conditions regarding tariffs, anti-dumping and countervailing duties, and the potential effect on the demand for our products or our cost or ability to produce or sell them;

● the potential impact that foreign country tariffs may have on our construction costs or ability to (i) source and procure necessary raw materials for the manufacture and provision of our products and services; and (ii) sell and deliver our products to such foreign countries;

● unanticipated geopolitical, geological, processing, regulatory and legal or other problems we may encounter, including government shutdowns;

● the results of our exploration activities, and the possibility that future exploration results may be materially less promising than initial exploration results;

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● any graphite or vanadium discoveries not being in high enough concentration to make it economic to extract the minerals;

● our ability to obtain and maintain rights of ownership or access to our mining properties;

● currently pending or new litigation or arbitration; and

● our ability to maintain and timely receive mining, manufacturing and other permits from regulatory agencies.

In addition, other factors are described in our Annual Report and the other reports we file with the SEC. Most of these factors are beyond our ability to predict or control. There can be no assurance that these statements will prove to be accurate as actual results and future events could differ materially from those anticipated in the statements. The forward-looking statements in this report are made as of the date of this filing, unless an earlier date is specified.  Except as required by applicable law, we assume no obligation to publicly update any forward-looking statements and forward-looking information, whether as a result of new information, future events or otherwise.

​

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide this information in our Quarterly Reports.

​

​

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its filings with the SEC is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management has recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply judgment in evaluating the Company’s controls and procedures.

During the fiscal period covered by this report, the Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of September 30, 2026.

Changes in Internal Controls

There were no changes in our internal control over financial reporting during the three months ended September 30, 2026, that materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Information regarding reportable legal proceedings is contained in Part I, Item 3, “Legal Proceedings,” in our Annual Report. There have been no material changes to the legal proceedings previously disclosed in the Annual Report.  

​

ITEM 1A. RISK FACTORS

An investment in our Common Stock involves various risks.  When considering an investment in us, careful consideration should be given to the risk factors discussed in Risk Factors in Item 1A in our Annual Report.  

​

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Director and Officer Trading Arrangements

During the quarter ended September 30, 2026, no director or officer of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as such terms are defined in Item 408(a) of Regulation S-K.

2026 Lincoln Park Capital Committed Equity Financing

On November 10, 2026, the Company entered into the 2026 Lincoln Park PA and the 2026 Lincoln Park Registration Rights Agreement with Lincoln Park, pursuant to which Lincoln Park has committed to purchase up to $50.0 million of the Company’s Common Stock, subject to the terms, conditions, and limitations set forth therein. The description of the 2026 Lincoln Park PA and the 2026 Lincoln Park Registration Rights Agreement in Note 13, Subsequent Events to the Interim Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference.

​

Lincoln Park was previously a party to the 2024 Lincoln Park PA and the 2024 Lincoln Park Registration Rights Agreement, which are described in Note 8, Stockholders’ Equity to the Interim Financial Statements of this Form 10-Q. The 2024 Lincoln Park PA expired by its terms on November 1, 2026.

​

The net proceeds to the Company under the 2026 Lincoln Park PA will depend on the frequency and prices at which the Company sells shares of its Common Stock to Lincoln Park. The Company expects that any proceeds received by the Company from such sales to Lincoln Park will be used for working capital and general corporate purposes, which may include advancing the development of Phase I of the Kellyton Graphite Plant and our graphite business, and developing the Coosa Graphite Deposit.

​

The shares of Common Stock issued and to be issued to Lincoln Park under the 2026 Lincoln Park PA, including the 600,000 shares issued upon its execution, have been or will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D thereunder (“Regulation D”), based in part on Lincoln Park’s representation in the 2026 Lincoln Park PA that it is an “accredited investor” as defined in Rule 501(a)(3) of Regulation D.

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​

This Form 10-Q shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock, nor shall there be any sale of shares of Common Stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

​

The foregoing descriptions of the 2026 Lincoln Park PA and the 2026 Lincoln Park Registration Rights Agreement, including the description incorporated by reference herein, do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 10.2 and 10.3, respectively, to this Form 10-Q and are incorporated herein by reference. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties.

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ITEM 6. EXHIBITS

	​
Exhibit Number	​ ​ ​	Description
3.1*	​	Composite Restated Certificate of Incorporation of the Company, as amended through May 22, 2026.
​	​	​
3.2	​	Amended and Restated Bylaws of the Company, as amended March 18, 2024 (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023).
​	​	​
4.1*	​	Description of Securities.
​	​	​
10.1	​	Amendment to the Westwater Resources, Inc. 2022 Employment Inducement Incentive Award Plan (incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-8 filed July 2, 2026). ​
10.2*	​	Purchase Agreement, dated November 10, 2026, by and between the Company and Lincoln Park Capital Fund, LLC.
​	​	​
10.3*	​	Registration Rights Agreement, dated November 10, 2026, by and between the Company and Lincoln Park Capital Fund, LLC.
​	​	​
31.1	​	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
​	​	​
31.2	​	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
​	​	​
32.1	​	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
​	​	​
32.2	​	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
​	​	​
101.INS	​	Inline XBRL Instance Document
​	​	​
101.SCH	​	Inline XBRL Taxonomy Extension Schema Document
​	​	​
101.CAL	​	Inline XBRL Taxonomy Extension Calculation Linkbase Document
​	​	​
101.DEF	​	Inline XBRL Taxonomy Extension Definition Linkbase Document
​	​	​
101.LAB	​	Inline XBRL Taxonomy Extension Label Linkbase Document
​	​	​
101.PRE	​	Inline XBRL Taxonomy Extension Presentation Linkbase Document
​	​	​
104	​	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
​	​	​

* Filed herewith.

​

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SIGNATURES

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.

​			​	​
​	WESTWATER RESOURCES, INC.
​	​	​
Dated: November 12, 2026	By:	/s/ Frank Bakker
​	​	Frank Bakker
​	​	President and Chief Executive Officer (Principal Executive Officer)
​	​	​
Dated: November 12, 2026	By:	/s/ Steven M. Cates
​	​	Steven M. Cates
​	​	Chief Financial Officer and Senior Vice President - Finance (Principal Financial Officer and Principal Accounting Officer) ​

​

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