What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-02-26 compared with 2025-03-03 · 316 added, 172 removed, 124 unchanged (80% of the section changed)

When used in this Annual Report on Form 10-K, the terms “Lightbridge,” the “Company,” “we,” “our,” and “us” refer to Lightbridge Corporation together with its wholly-owned subsidiaries, Lightbridge International Holding LLC and Thorium Power Inc.

Lightbridge’s principal executive offices are located at 11710 Plaza America Drive, Suite 2000, Reston, Virginia 20190 USA.

At Lightbridge, we believe that increasing the supply of reliable electric power is necessary for people and economies to flourish.

We are developing next generation nuclear fuel for water-cooled reactors that could significantly improve the economics and safety of existing and new nuclear power plants, large and small, and enhance proliferation resistance of spent nuclear fuel while supplying clean energy to the electric grid or to “behind the meter” customers for electric power, including data centers.

We project that the world’s energy and climate needs can only be met if nuclear power’s share of the energy-generating mix grows substantially in the coming decades.

We project that the world’s energy needs and climate goals can only be met if nuclear power’s share of the energy-generating mix grows substantially in the coming decades.

We believe Lightbridge can benefit from a growing nuclear power industry, and that our nuclear fuel can help enable that growth to happen.

We believe our metallic fuel will offer significant economic and safety benefits over traditional nuclear fuel, primarily because of the superior heat transfer properties and the resulting lower operating temperature of all-metal fuel.

Technology industry companies believe that nuclear energy can offer a strategic, sustainable, and reliable solution for powering data centers.

Advances in reactor technology, combined with growing corporate and governmental support for clean energy, can position nuclear power to be the cornerstone of future energy strategies for data-intensive industries.

We believe that, by integrating nuclear power, the data center sector can achieve operational efficiency, energy security, and sustainability.

We believe uses of our fuel could include providing additional power via power uprates of existing reactors, which may be willing to pay a premium for reliable, clean, and sustainable baseload electricity.

Oil and gas producing companies are investing in low-emission energy technologies to reduce fossil fuel emissions from oil and gas production.

Advances in nuclear reactor and fuel technology can position nuclear power as a key energy source for this purpose.

We believe our metallic fuel could offer significant economic and safety benefits over traditional nuclear fuel, primarily because of the superior heat transfer properties and the resulting lower operating temperature of our all-metal fuel.

and international electricity demand is growing rapidly due to AI-driven data centers, electrification, and industrial development.

Solely in the U.S., demand is expected to grow by ~3 million gigawatt hours over the next 20 years, increasing demand by ~70% from current day.

In particular, the data center demand tends to be stable around the clock and will likely require resources that can provide firm, reliable generation.

This potential need for firm, baseload power combined with on-going international, state, and corporate carbon emissions reduction targets means that nuclear power is expected to be a critical part of new electricity generation construction for the next few decades.

Interest in advanced nuclear generating technologies is high, punctuated by the U.S.

Federal Government’s target to expand nuclear generation capacity by approximately 300 gigawatts electric by 2050.

Lightbridge Fuel™ is an advanced nuclear technology that can be a large part of the planned expansion of nuclear generation.

As designed, we expect that our fuel could increase output from existing nuclear reactors as well as reduce the unit generating costs and increase the output of new large-scale and small modular nuclear reactors.

Furthermore, Lightbridge Fuel™ may provide safety benefits and non-proliferation benefits and may increase reactor uptime through longer fueling cycles.

Emerging nuclear technologies include small modular reactors (SMRs), which are now in the development and licensing phases.

1 unchanged sentence

We expect Lightbridge Fuel™ to enable power uprates in SMRs.

We have built a significant portfolio of patents, and we anticipate testing our nuclear fuel through third-party vendors and others, including the United States Department of Energy’s (DOE) national laboratories.

We have obtained patent validation in key countries that we believe would have a commercial market for our fuel and continue to seek patent protection in countries that either currently operate or we expect to build and operate nuclear power reactors compatible with our fuel technology.

In addition to patent protection, we rely on trade secrets, proprietary know-how, and confidential technical data to protect and extend the commercial value of our nuclear fuel technology.

Certain data that will be generated from fuel fabrication, irradiation testing, post-irradiation examination, and related analyses will be maintained as trade secrets and will not be publicly disclosed.

We believe that the protection of this proprietary information is important to preserving our competitive position, extending the effective life of our intellectual property portfolio beyond the expiration of issued patents, and supporting the long-term commercialization of our technology.

We anticipate testing our nuclear fuel through third-party vendors and others, including the United States Department of Energy’s (DOE) national laboratories.

Currently, we are performing the majority of our R&D activities within and in collaboration with the DOE’s national laboratories.

Our Nuclear Fuel

Since 2008, we have been engaged in the design and development of proprietary, innovative nuclear fuels to improve the cost-competitiveness, safety, proliferation resistance and performance of nuclear power generation.

In 2010, we announced the concept of all-metal fuel (i.e., non-oxide fuel) for use in currently operating and new-build reactors.

Our focus on metallic fuel was inspired by the anticipated needs of prospective customers, as nuclear utilities have expressed interest in the improved economics and enhanced safety that we believe metallic fuel can provide via power uprates.

We are engaged in the design and development of proprietary, innovative nuclear fuels to improve the cost-competitiveness, safety, proliferation resistance and performance of nuclear power generation.

Our fuel design remains in the research and development stage and will require extensive testing, regulatory review, and qualification before it can be commercially deployed.

Since 2010, we have been focused on the concept of all-metal fuel (i.e., non-oxide fuel) for use in currently operating and new-build reactors, inspired by the anticipated needs of prospective customers that have expressed interest in the improved economics and enhanced safety that we believe our metallic fuel can provide via power uprates.

The fuel in a nuclear reactor generates energy in the form of heat.

7 unchanged sentences

As the nuclear power industry prepares to meet the increasing global demand for electricity production, nuclear utilities are seeking longer operating cycles and higher reactor power outputs for current and future reactor fleets.

We believe our proprietary nuclear fuel designs have the potential to improve the nuclear power industry’s economics by:

We believe our proprietary nuclear fuel designs have the potential, based on our preliminary evaluations, to improve the nuclear power industry’s economics by:

enabling increased reactor power output via a power uprate (potentially up to a 30% increase) without changing the core size in new build pressurized water reactors (PWRs), including future SMRs;

providing an increase in power output of potentially up to 17% or more in existing PWRs;

We believe our fuel designs will allow current and new-build nuclear reactors to safely increase power production and reduce operations and maintenance costs on a per kilowatt-hour basis.

offering enhanced proliferation resistance due to reduced amount of plutonium in spent Lightbridge Fuel™ compared to conventional uranium dioxide spent fuel.

We believe our fuel designs, which use multi-lobe metallic fuel rods with a proprietary helical geometry that enhances heat transfer with the goal of improving thermal margins, may allow current and new-build nuclear reactors to safely increase power production and reduce operations and maintenance costs on a per kilowatt-hour basis.

New-build nuclear reactors could also benefit from the reduced upfront capital investment per kilowatt of generating capacity in the case of new-build reactors implementing a power uprate.

1 unchanged sentence

For utilities or countries that already have operating reactors, we expect that our nuclear fuel could be utilized to both increase the power output of those reactors as well as enable them to load follow with electric grid demands, which demands have become increasingly variable with large additions of intermittent renewable energy generation.

Nuclear Industry and Addressable Market

Overview of the Nuclear Power Industry

Nuclear power provides a non-fossil fuel, low-carbon energy solution that can meet baseload electricity needs.

According to the U.S.

Energy Information Administration, nuclear power provided approximately 4% of the world’s total energy consumption from all sources in 2023, including approximately 9% of global electricity generation.

According to the World Nuclear Association (WNA), as of January 2024, there were 417 operable nuclear power reactors worldwide, mostly light water reactors, with the most common types being PWRs, including Russian-designed water-cooled, water-moderated energetic reactors (VVERs), and boiling-water reactors (BWRs).

Of the world’s reactors currently in operation, PWRs account for approximately 74% of the net operating capacity, with Pressurized Heavy – Water Reactors (PHWRs) and BWRs being the second and third most prevalent and accounting for approximately 11% and 10% of net operating capacity, respectively.

We expect Lightbridge Fuel™ to be able to operate in various types of water-cooled reactors, including existing or future light water reactors, which include water-cooled SMRs, as well as for Canada Deuterium Uranium (CANDU)-type pressurized heavy water reactors.

The existing U.S.

fleet of nuclear reactors represents a large market segment for which Lightbridge Fuel™ could provide significant economic and safety benefits through power uprates.

Target Market for Lightbridge Fuel™

Our target market segments include water-cooled commercial power reactors, such as PWRs, BWRs, VVERs, CANDU heavy water reactors, water-cooled SMRs, as well as water-cooled research reactors.

We believe that most significant economic benefit of Lightbridge Fuel™ may be its potential to provide a 30% power uprate in new-build water-cooled reactors, as existing large reactors cannot realize that benefit because their systems are not designed to handle that much of an increase in power.

Accordingly, the expected power uprate for existing large PWRs could take from Lightbridge Fuel™ is estimated to be 17% or potentially higher.

For SMRs and other reactors integrated with renewable grids, we believe Lightbridge Fuel™ may be able to enhance load-following capabilities, making it particularly valuable in markets with increasing renewable energy penetration.

The annual cost of nuclear fuel for a single reactor depends on several factors, including the type of reactor, its power output, fuel design, and market prices for uranium, enrichment, and fabrication.

According to the September 2023 WNA report, the estimated total cost per reactor per year was approximately $40.0 million based on the September 2021 prices of natural uranium and other inputs.

The prices of natural uranium and other inputs have increased since 2021, so we expect the annual nuclear fuel costs to be higher now.

Nuclear Power as Clean and Low Carbon Emissions Energy Source

Nuclear power provides clean, reliable baseload electricity.

According to the WNA, nuclear reactors produce no greenhouse gas emissions during operation, and over the course of their lifecycles, produce about the same amount of CO2 equivalent emissions per unit of electricity generated as wind power.

The WNA further notes that almost all proposed pathways to achieving significant decarbonization suggest an increased role for nuclear power, including those published by the International Energy Agency, Massachusetts Institute of Technology Energy Initiative, U.S.

Energy Information Administration, and World Energy Council.

We believe that deep cuts to CO2 emissions are only possible with electrification of most of the transportation and industrial sectors globally and powering such sectors, and other current global electricity needs, with non-emitting or low-emitting energy sources or no-carbon liquid fuels.

We believe this can be done only with a large increase in nuclear power, several times the amount that is generated globally today.

We believe that our nuclear fuel technology could play an important role toward reaching this goal.

Growing Importance of Energy Security

We believe that Russia’s invasion of Ukraine has made clear the need for countries to diversify their energy production and wean off dependency on fossil fuels provided by countries that may threaten their national security.

As a result of this military conflict, oil and natural gas prices surged in early 2022, and many countries have imposed sanctions upon Russia in response.

Some European countries have responded by reconsidering their plans for domestically produced nuclear energy by either keeping existing nuclear power plants running or moving ahead with plans for new plants or both.

For example, the United Kingdom and France are deploying new nuclear power plants, Belgium has decided to reverse its decision to close all its nuclear plants in the wake of Russia’s invasion of Ukraine and Canada, Sweden, Romania, Ghana, and several other countries have announced plans to deploy new nuclear power plants.

It has become clear that a stable domestic energy supply ensures energy security and provides the strongest protection against energy price volatility.

Increasingly, policymakers view nuclear energy as critical to a secure energy future.

Anticipated Safety Benefits of Lightbridge Fuel™

The anticipated safety benefits of Lightbridge Fuel™ are as follows:

Lightbridge Fuel™ operates at lower operating temperatures than current conventional nuclear fuel, contributing to lower stored thermal energy in the fuel rods;

Lightbridge Fuel™ is expected to operate at lower operating temperatures than current conventional nuclear fuel, contributing to lower stored thermal energy in the fuel rods;

it is therefore not expected to generate explosive hydrogen gas under design-basis accidents when there is a loss of coolant in the reactor;

1 unchanged sentence

has lighter and stiffer fuel assembly, which may contribute to improved seismic performance.

Due to the significantly lower fuel operating temperature and higher thermal conductivity, our metallic nuclear fuel rods are expected to provide major improvements to safety margins during certain off-normal events.

Due to the expected significantly lower fuel operating temperature and higher thermal conductivity, our metallic nuclear fuel rods are expected to provide major improvements to safety margins during certain off-normal events.

Nuclear Regulatory Commission (NRC) licensing processes require engineering analysis of a large break loss-of-coolant accident (LOCA), as well as other scenarios.

2 unchanged sentences

A recent analytical modeling study of Lightbridge Fuel™ by Structural Integrity Associates that was funded by the U.S.

Department of Energy shows that under a design-basis LOCA scenario in a PWR reactor, unlike conventional uranium dioxide fuel, the cladding of the Lightbridge-designed metallic fuel rods would stay below the 850-900 degrees Celsius temperature at which steam begins to react with the zirconium cladding to generate hydrogen gas.

DOE shows that under a design-basis LOCA scenario in a PWR reactor, unlike conventional uranium dioxide fuel, the cladding of the Lightbridge-designed metallic fuel rods would stay below the 850-900 degrees Celsius temperature at which steam begins to react with the zirconium cladding to generate hydrogen gas.

Build-up of hydrogen gas in a nuclear power plant can lead to a hydrogen explosion, which contributed to the damage at the Fukushima Daiichi nuclear power plant.

8 unchanged sentences

We believe a modified variant of our fuel also has the potential to be used to dispose of excess plutonium from nuclear weapons.

Target Market for Lightbridge Fuel™

We expect Lightbridge Fuel™ to be suitable for improving the operations of a broad range of water-cooled nuclear reactor technologies.

Our potential market segments include uprates to existing water-cooled commercial power reactors, advanced fuel in new large-scale water-cooled reactors, and advanced fuel in new water-cooled SMRs.

We believe the most significant economic benefit of Lightbridge Fuel™ may be its potential to provide a 30% power uprate in new-build water-cooled reactors, where power generation and containment equipment can be designed to accommodate the higher power output potentially achievable with Lightbridge Fuel™.

While existing large reactors may not be able to realize that full benefit because their systems are not designed to handle that much of an increase in power, for existing large PWRs we estimate power uprates that could be taken from Lightbridge Fuel™ to be 17% or potentially higher.

Additionally, existing large PWRs could benefit from longer fueling cycles, increasing generation and availability at these facilities.

The all-in costs of owning and operating a nuclear power plant include fuel costs, operating costs, and, for new and recently built or up-rated plants, recovery of capital costs.

These costs are spread out over the generation that the nuclear plant is able to produce.

Because nuclear fuel cost is a relatively small fraction of total generating cost, particularly for new or uprated plants, even a relatively modest increase in power output or longer cycle time between fueling (reducing downtime and increasing availability) could have an outsized economic benefit by increasing the generation that capital and fixed operating costs are amortized over, potentially making Lightbridge Fuel’s value proposition (uprate, efficiency, safety) more compelling.

Additionally, Lightbridge’s safety benefits could provide some benefits to fixed operating costs while improving a plant’s safety profile and reducing risk.

Nuclear Power as Clean and Low Carbon Emissions Energy Source

Nuclear power provides clean, reliable baseload electricity.

The growth of electric power demand in the U.S.

and globally from data centers, building and transportation electrification, and industrial expansion will require large amounts of new baseload energy, which nuclear energy is well positioned to provide.

Other competing power sources, including natural gas generation, wind and solar energy, batteries, geothermal energy, and hydroelectricity have some combination of geographical and infrastructure constraints, cost challenges, or intermittency and reliability challenges which will limit their ability to serve this new baseload power demand without a large increase in nuclear energy.

According to the World Nuclear Association (WNA), nuclear reactors produce no greenhouse gas emissions during operation, and over the course of their lifecycles, produce about the same amount of CO2 equivalent emissions per unit of electricity generated as wind power.

The WNA further notes that almost all proposed pathways to achieving significant decarbonization suggest an increased role for nuclear power, including those published by the International Energy Agency (IEA), the Massachusetts Institute of Technology Energy Initiative, and the U.S.

Energy Information Administration (EIA).

We believe that deep cuts to CO2 emissions are only possible with electrification of most of the transportation and industrial sectors globally, which will require powering such sectors, and other current global electricity needs, with non-emitting or low-emitting energy sources or no-carbon liquid fuels.

We believe this can be done only with a large increase in nuclear power—several times the amount that is generated globally today.

We believe that our nuclear fuel technology could play an important role in reaching this goal.

Development of Lightbridge Fuel™

We believe our metallic fuel could be able to operate in different types of water-cooled commercial power reactors, such as pressurized water reactors (including VVERs), boiling-water reactors, heavy water pressurized reactors, such as CANDUs, water-cooled SMRs, and water-cooled research reactors.

We have obtained patent protection in a number of countries and will continue to seek patent validation in countries that either currently operate or are expected to build and operate a large number of nuclear power reactors compatible with our fuel technology.

Recent Developments

Idaho National Laboratory Agreements

In December 2022, Lightbridge entered into agreements with Battelle Energy Alliance, LLC (BEA), the DOE’s operating contractor for Idaho National Laboratory (INL), to support the development of Lightbridge Fuel™.

The framework agreements use an innovative structure that consists of an “umbrella” Strategic Partnership Project Agreement (SPPA) and an “umbrella” Cooperative Research and Development Agreement (CRADA), each with BEA, with an initial duration of seven years.

We anticipate that the initial phase of work under the two agreements that has been released will culminate in casting and extrusion of unclad fuel material samples using enriched uranium supplied by the DOE that will subsequently be inserted for irradiation testing in the Advanced Test Reactor (ATR) at INL.

The initial phase of work aims to generate irradiation performance data for Lightbridge’s delta-phase uranium-zirconium alloy relating to various thermophysical properties.

The data will support fuel performance modeling and regulatory licensing efforts for commercial deployment of Lightbridge Fuel™.

We use a rolling wave planning approach for project management purposes on the released scopes of work.

It is an iterative planning technique in which the work to be accomplished in the near term is planned in detail, while work further in the future is planned at a higher level.

As such, periodic revisions to the scope and/or cost estimates are anticipated.

In 2023, we worked with INL to complete and issue a Quality Implementation Plan (QIP) for our collaborative project at INL, which was an essential first step to ensure all future work performed at INL on the project would meet the U.S.

nuclear industry quality assurance requirements.

Additionally, we worked with INL to demonstrate casting of delta-phase uranium-zirconium ingots with depleted uranium using existing INL equipment.

As part of that effort, we cast several laboratory-scale ingots using depleted uranium and zirconium alloy materials.

On March 18, 2024, we announced a successful extrusion demonstration at INL of a billet into an unclad cylindrical rod, made of depleted uranium and zirconium alloy using the same composition of uranium and zirconium elements in the alloy as what is planned to be ultimately used in Lightbridge Fuel™.

Subsequent to that, INL has successfully completed the extrusion of another unclad cylindrical rod, made of depleted uranium and zirconium alloy.

On February 12, 2025, we announced a successful co-extrusion demonstration of a coupon sample consisting of an alloy of depleted uranium and zirconium with an outer cladding made of nuclear-grade zirconium alloy material at INL.

The co-extrusion process demonstration conducted at INL entailed pressing the metallic alloy billet encased in zirconium alloy cladding through a die to produce a cylindrical rod with a length of approximately eight feet.

INL is currently performing characterization of the co-extruded sample to confirm the as-fabricated specifications and other parameters.

FEED Study with Centrus Energy for a Lightbridge Pilot Fuel Fabrication Facility

On December 5, 2023 we entered into an agreement with Centrus Energy Corp.

(Centrus Energy) to conduct a front-end engineering and design (FEED) study to evaluate feasibility of constructing a Lightbridge Pilot Fuel Fabrication Facility (LPFFF) to manufacture Lightbridge Fuel™ using high-assay low-enriched uranium (HALEU) at the American Centrifuge Plant in Piketon, Ohio.

The FEED study was to identify infrastructure and licensing requirements as well as the estimated cost and construction schedule for the LPFFF.

In the second quarter of 2024, the Company and Centrus Energy completed Phase 1 of the FEED Study.

On June 27, 2024, Lightbridge and Centrus Energy agreed to a Change Order modifying the remaining scope, schedule, and cost for the FEED study.

The total fee was $0.3 million with $0.1 million due upon acceptance of the final report by the Company.

In the third quarter of 2024, Centrus completed the remaining scope of work as modified under the Change Order and submitted its final report that was accepted by the Company.

The Company determined the labor effort and schedule estimates show that the Piketon site may be better suited for deployment of an industrial-scale facility rather than a much smaller pilot-scale fuel fabrication facility the Company is looking to establish over the next few years.

As such, we will not proceed with deployment of a LPFFF at the Piketon site at this time.

We are currently exploring other options/sites for deployment of the LPFFF.

The Company expensed approximately $0.3 million for the year ended December 31, 2024 in connection with the work that has been completed by Centrus Energy and has no further obligations to Centrus under the agreement or Change Order.

Romania Feasibility Study of Lightbridge Fuel™ for use in CANDU reactors

On October 16, 2023, we engaged Institutul de Cercetări Nucleare Pitești, a subsidiary of Regia Autonoma Tehnologii pentru Energia Nucleara (RATEN ICN) in Romania to perform an engineering study to assess the compatibility and suitability of Lightbridge Fuel™ for use in CANDU reactors.

This assessment covers key areas including mechanical design, neutronics analysis, and thermal and thermal-hydraulic evaluations.

The findings from this engineering study will play an important role in guiding future economic evaluations and navigating potential regulatory licensing-related issues for potential use of Lightbridge Fuel™ in CANDU reactors.

The results of this Feasibility Study indicate that Lightbridge Fuel™ can double the discharged burnup in a CANDU reactor at U-235 enrichment levels of less than 3% compared to conventional uranium dioxide fuel.

Based on these favorable initial results, we plan to continue further evaluation of Lightbridge Fuel™ in CANDU reactors.

Nuclear Energy University Program Awards

We are working with Texas A&M University (TAMU), NuScale Power, and Structural Integrity Associates on a 3-year study led by TAMU.

In mid-2023, TAMU was awarded $1 million by the DOE’s Nuclear Energy University Program (NEUP) R&D Awards to conduct this study.

The project entails a characterization of the performance of the Lightbridge Fuel™ Helical Cruciform advanced fuel design, which will generate sets of experimental data on friction factor, flow, and heat transfer behavior under NuScale’s small modular reactors (SMRs) simulated normal and off-normal conditions.

We previously announced our ongoing NEUP project with the Massachusetts Institute of Technology (MIT).

The study led by MIT and funded by DOE relates to evaluation of accident tolerant fuels in various SMRs.

The project aims to simulate the fuel and safety performance of Lightbridge Fuel™ for the NuScale SMR and provide scoping analysis to improve the safety and economics of water-cooled SMRs.

In October 2024, MIT presented a technical paper with preliminary safety evaluation results at the TopFuel 2024 Conference in Grenoble, France.

According to MIT, the results show promising safety and performance benefits for Lightbridge Fuel™.

Compared to conventional fuel, Lightbridge Fuel™ demonstrated improved thermal-hydraulic margins, lower operating temperatures, and greater potential for power uprates, which contributes to enhancing reactor economics.

We do not have any performance obligations with the collaboration teams working on the above-mentioned projects and will not receive any revenue or record any benefits from these awards.

Future Steps Toward Our Fuel Development and Timeline For The Commercialization of Our Nuclear Fuel Assemblies

Fuel Development Strategy – Lead Test Assemblies (LTAs)

We believe our metallic fuel can be used in different types of water-cooled commercial power reactors, such as PWRs, boiling-water reactors (BWRs), Russian-designed water-cooler commercial power reactors (VVERs), Canada Deuterium Uranium (CANDU) heavy water reactors, water-cooled SMRs, and water-cooled research reactors.

The long-term milestones towards development and commercialization of nuclear fuel LTAs include, among other things, irradiating nuclear material samples and prototype fuel rods with enriched uranium in test reactors, conducting post-irradiation examination of irradiated material samples and/or prototype fuel rods, performing thermal-hydraulic experiments, performing seismic and other out-of-reactor experiments, performing advanced computer modeling and simulations to support fuel qualification, designing an LTA, entering into a lead test rod/assembly agreement(s) with a host reactor(s), demonstrating the production process of lead test rods and/or lead test assemblies at an expandable fuel facility and demonstrating the operation of lead test rods and/or lead test assemblies in commercial reactors.

Below is a brief description of certain key fuel development steps leading up to an LTA operation in a commercial reactor.

Fuel Fabrication

In the short to medium term, we expect the development of the fabrication processes for Lightbridge Fuel™ to continue to be performed utilizing existing facilities and equipment within the DOE national laboratory complex at Idaho National Laboratory (INL).

Discussions are currently ongoing with the INL to perform the next phase of process development activities and establish the capability to manufacture development quantities of prototype fuel rods for irradiation testing.

Fabrication of LTAs will require deployment of a dedicated Lightbridge Expandable Fuel Facility (LEFF).

We estimate the major scopes of work to establish a manufacturing capability for lead test rods/LTA could take several years to complete and require tens of millions of dollars or more in capital expenditures.

Expanding the throughput of LEFF from LTA to batch reload quantities would require a substantial additional capital investment in the manufacturing facility and equipment and, based on our preliminary cost estimates, will require hundreds of millions of dollars or more in capital expenditures.

These cost estimates assume sufficient funding availability and that the LEFF project receives prioritization by the DOE and NRC to facilitate access to the required quantities of the high assay low enriched uranium (HALEU) material, and timely regulatory licensing of the LEFF.

Nuclear Fuel Material Coupon Sample Irradiation Test

Lightbridge’s irradiation testing program includes irradiation of fuel material coupon samples of its uranium-zirconium fuel alloy which will allow characterization of the underlying thermophysical behavior of the fuel alloy.

This project is currently underway with INL.

We began irradiation testing of the Lightbridge Fuel™ material coupon samples in the Advanced Test Reactor (ATR) in November 2025.

The fuel material coupon samples are contained within sealed irradiation capsules during testing and are not in direct contact with reactor coolant.

We expect the initial batch of partially irradiated fuel material coupon samples to come out of the ATR in 2026, with post-irradiation examination anticipated to begin in late 2026 or early 2027.

The remaining fuel material coupon samples will continue their irradiation testing until reaching their target burnup which is currently expected to occur as soon as 2028.

The data obtained from this fuel material coupon sample irradiation program is expected to be a fundamental component of Lightbridge’s accelerated fuel qualification approach described below, as it will be used to inform and develop the physics-based models and simulations of the fuel rod behaviors.

Loop Irradiation Testing

The purpose of the loop irradiation testing of Lightbridge’s prototype metallic fuel rods is to demonstrate the performance and behavior of the fuel rods under prototypic commercial reactor operating conditions typical of PWRs at a power level and burnup accumulation higher than the fuel would experience in normal operation in a commercial power plant.

This will provide a physical demonstration of the capabilities of the fuel rods to ensure reactor safety.

Such testing is expected to provide sufficiently detailed information to validate the performance of individual fuel rods, ensuring that their behavior under normal operating conditions in an NRC‑regulated nuclear power plant is well enough understood to support a license amendment request to the NRC for an LTA operation.

We plan on such a loop irradiation test to be performed in the ATR at INL.

The ATR currently has limited irradiation loop test facilities;

however, the planned installation of the new so-called “I-loops” in the coming years will increase the loop irradiation capacity of ATR for performing tests on Lightbridge Fuel™ in the desired test conditions.

We expect the performance of the loop irradiation test to take three years of in-reactor time plus an additional one year for post-irradiation examination, wherein analysis of the fuel rod performance and behavior is performed, from the time when the additional test loop becomes available.

Preparation for an LTA Operation

Insertion of LTAs with Lightbridge’s fuel rods in a nuclear power plant requires the power plant owner to obtain approval from the NRC based on a safety evaluation and justification that the LTAs will not be detrimental to the plant’s licensed operations.

This justification must address numerous technical areas (e.g., neutronics design, mechanical design, thermal hydraulic design, materials science, reactor operations, etc.) and include considerations of the performance of the limited number of LTAs themselves as well as their interaction with other fuel assemblies in the reactor core which may be impacted by the presence of the LTAs.

The safety evaluation must result in confirmation that the plant’s ability to ensure plant worker and public safety is not compromised due to the operation of the LTAs.

This safety justification will require cooperation between Lightbridge, the fuel manufacturer for the current fuel assemblies operating in the host reactor core, and the power plant owner and will depend on the realization of the following:

our expected time estimates for loop availability in the ATR can be achieved by the national laboratory complex;

partnership with nuclear power plant and fuel manufacturer for LTA demonstration purposes is achieved in a timely manner and does not delay the assumed start of work;

potential accelerated fuel qualification methodology that we currently plan to develop for Lightbridge Fuel™ is accepted by the NRC as sufficient for the safety justification of the LTAs;

execution of out-of-reactor fuel development activities can be performed in parallel with LTA design;

facilities and personnel for completion of the fuel development work are available when necessary and do not delay the execution of our research and development activities;

by implementation of accelerated burn-up techniques, the irradiation loop at ATR is capable of 50% reduction in irradiation time compared to operating commercial reactor fuel cycle;

LEFF is deployed within the timelines capable of manufacturing sufficient LTA quantities of metallic fuel rods to the desired rod length and specification to ensure insertion of LTAs in a commercial reactor when needed.

Expected Fuel Development and Commercialization Timeline and Factors Affecting Timing of Commercialization

There are inherent uncertainties in the cost and outcomes of the many steps needed for successful deployment of our fuel in commercial nuclear reactors, which makes it difficult to accurately predict the timing of the commercialization of our proprietary nuclear fuel designs and manufacturing processes.

However, based on our best estimate and assuming adequate R&D funding levels, we expect to begin demonstration of lead test rods and/or possibly LTAs with our metallic fuel in commercial reactors in the early- to mid-2030s and begin receiving purchase orders for initial fuel reload batches from utilities in the late 2030s.

Lightbridge aims to engage early with relevant nuclear regulators to inform our future R&D activities.

While we continue to target LTAs with our metallic fuel in commercial reactors in the mid-2030s, there are several potential developments that, if successful, could potentially accelerate our anticipated timelines by up to a few years.

These developments include:

Expedited nuclear fuel testing through advanced modeling and simulation, as well as potential use of accelerated irradiation techniques, such as the use of high-enriched uranium in so-called Fission Accelerated Steady-state Test type experiments

Early engagement with a strategic partner to establish fabrication infrastructure or a Lightbridge expandable fuel fabrication facility on a co-located site to complete development of the manufacturing process for our fuel rods

Streamlined regulatory pathways enabled by pre-submission consultations with the NRC, in part supported by recent legislation such as the ADVANCE Act and longstanding federal initiatives

Supportive federal policies originating from recent executive orders, which laid the groundwork for continued federal prioritization of next-generation nuclear technology and a mandate given to the NRC to shorten regulatory review and approval timelines to 12 months for existing reactors and 18 months for new reactor applications.

These initiatives, along with current regulatory and legislative efforts, reinforce a policy environment that may be favorable to an accelerated commercialization pathway for Lightbridge Fuel™.

In addition, some companies developing advanced reactors have deployed pilot-scale facilities that include buildings with security and infrastructure features similar to what Lightbridge would require, which may give us greater certainty regarding the cost and timing of deploying such a facility.

Next Steps Toward Our Fuel Development and Timeline for the Commercialization of Our Nuclear Fuel LTAs

We anticipate fuel development milestones for Lightbridge Fuel™ over the next 2-3 years will consist of the following:

To produce samples, coupons, and rodlets necessary for testing to be performed under our INL agreements.

We will continue to execute the SPPA/CRADA work at INL leading to casting and extrusion of fuel material samples using enriched uranium and their subsequent insertion for irradiation testing in the ATR.

Produce fuel rodlets necessary for testing to be performed under our INL agreements and potentially in commercial nuclear reactors in the future.

Continue development and/or validation (benchmarking) of Lightbridge-specific methods and modifications to existing modeling codes to accurately predict Lightbridge Fuel™ performance over the full domain of operating conditions for which Lightbridge Fuel™ will be licensed.

Fuel Qualification Plan:

Develop a Fuel Qualification Plan that describes our approach to characterizing and validating the performance our fuel rods, assemblies, and assembly components in relevant operation scenarios, and validation of the modeling tools that accurately describe the performance of Lightbridge Fuel™ in the relevant conditions.

Complete a Phenomena Identification and Ranking Table (PIRT) analysis and refine a Fuel Qualification Plan that describes our approach to characterizing and validating the performance our fuel rods, assemblies, and assembly components in relevant operation scenarios, and validation of the modeling tools that accurately describe the performance of Lightbridge Fuel™ in the relevant conditions.

NRC Engagement Plan:

Prepare and submit the NRC Engagement Plan that outlines how and when Lightbridge will engage the NRC regarding submission of relevant information and supporting documentation for license applications.

Continue manufacturing efforts relating to establishing a manufacturing process for the co-extrusion of cladded rodlets for loop irradiation testing and other fuel testing.

In addition, we plan to complete site selection and begin deployment of a LPFFF with capacity to produce fuel samples, fuel coupons, fuel rodlets, and full-length fuel rods for lead test rods and lead test assemblies for demonstration of our fuel in commercial reactors.

Continue efforts to develop and establish a manufacturing process for the co-extrusion of cladded rodlets for loop irradiation testing and other fuel testing.

In addition, we plan to complete site selection and begin deployment of an LEFF with capacity to produce partial-length fuel rods for irradiation testing and full-length fuel rods for lead test rods and lead test assemblies for demonstration of our fuel in commercial reactors.

Thermal-Hydraulic Analysis and Experiments:

Perform thermal-hydraulic modeling of Lightbridge Fuel™ to prepare for a series of thermal-hydraulic experiments to confirm pressure drop, critical heat flux performance, and other thermal-hydraulic parameters of Lightbridge Fuel™ under various operating conditions in different types of reactors.

The long-term milestones towards development and commercialization of nuclear fuel assemblies include, among other things, irradiating nuclear material samples and prototype fuel rods with enriched uranium in test reactors, conducting post-irradiation examination of irradiated material samples and/or prototype fuel rods, performing thermal-hydraulic experiments, performing seismic and other out-of-reactor experiments, performing advanced computer modeling and simulations to support fuel qualification, designing a lead test assembly (LTA), entering into a lead test rod/assembly agreement(s) with a host reactor(s), demonstrating the production process of lead test rods and/or lead test assemblies at a pilot-scale fuel fabrication facility and demonstrating the operation of lead test rods and/or lead test assemblies in commercial reactors.

The above future steps describe our current proposed approach to deploying Lightbridge Fuel™ in CANDU and/or U.S.

PWR reactors.

However, based on our best estimate and assuming adequate R&D funding levels, we expect to begin demonstration of lead test rods and/or possibly LTAs with our metallic fuel in commercial reactors in the 2030s and begin receiving purchase orders for initial fuel reload batches from utilities 15-20 years from now, with deployment of our nuclear fuel in the first reload batch in a commercial reactor taking place approximately two years thereafter.

We are exploring ways of shortening this timeframe that may include securing access to expanded irradiation test loop capacity in existing or new research reactor facilities.

Lightbridge aims to engage early with relevant nuclear regulators to inform them of our future R&D activities.

Certain Challenges and Uncertainties

Certain Challenges and Uncertainties Affecting the Development and Timing of Commercialization

Funding and/or in-kind support from government and/or strategic partners and/or other third-party sources

Presently, our ability to fund our fuel development program at a level necessary to adhere to our projected fuel development timelines is limited due to funding constraints.

Presently, our ability to fund our fuel development program at a level necessary to adhere to our projected fuel development timelines depends on the amount of funding available to us.

In addition to our fuel development costs, we have ongoing corporate overhead and other fixed costs, such as in-house project management and project control personnel.

As a result, we believe seeking and securing significant funding and/or in-kind contributions from government and/or strategic partners and/or other third-party sources to support our fuel development program is essential for us to adhere to our expected timelines for our fuel development and commercialization efforts.

To date, most of our funding has come from the Company’s equity offerings via our at-the-market (ATM) facility.

As a result, we believe our ability to continue raising additional capital through our ATM facility (which is subject to favorable market conditions and availability) and/or seeking and securing significant funding and/or in-kind contributions from government and/or strategic partners and/or other third-party sources to support our fuel development program is essential for us to adhere to our expected timelines for our fuel development and commercialization efforts.

Availability of suitable test loops in the ATR

After the Halden research reactor located in Halden, Norway, was shut down in 2018, we embarked on a global search for an alternative for loop irradiation testing of our metallic fuel rods.

Ultimately, we chose the ATR at INL and applied to the DOE for and in December 2019, won a Gateway for Accelerated Innovation in Nuclear (GAIN) Voucher for an ATR experiment design and this project was completed during the third quarter of 2021.

Since the shutdown of the Halden reactor, availability of irradiation test loops for fuel in the ATR has become limited and highly competitive, limiting how much nuclear fuel can be inserted into the reactor as well as its duration in the reactor.

The availability of irradiation test loops for fuel in the ATR is limited and highly competitive.

If sufficient loop capacity within the ATR is not available, we may not be able to obtain sufficient data to justify regulatory approval for LTA demonstration in a large commercial PWR in a commercially feasible timeframe.

This would likely necessitate additional loop irradiation testing in another test reactor or LTR demonstration in a large commercial PWR in addition to the ATR loop testing before LTA demonstration could commence.

As a result, our anticipated fuel development timelines are 15-20 years before we expect to secure our first orders for fuel batch reloads in large commercial PWRs.

Consequently, the projected fuel development costs and timelines make it challenging for Lightbridge to fund this fuel development effort on its own.

This would likely necessitate additional loop irradiation testing in another test reactor or a lead test rod (LTR) demonstration in a large commercial PWR before LTA demonstration could commence.

Partnerships with fuel vendors and nuclear utilities

The ability to design and fabricate a LTR and/or LTAs and engagement with a nuclear utility that is willing to accept our LTR/LTAs, is required to demonstrate our nuclear fuel in a commercial reactor.

The ability to design and fabricate an LTR and/or LTAs, and engagement with a nuclear utility that is willing to accept our LTR/LTAs, is required to demonstrate our nuclear fuel in a commercial reactor.

In the U.S., the nuclear fuel fabricator and the nuclear utility will be primarily responsible for securing the necessary regulatory licensing approvals for the LTR/LTA operation.

7 unchanged sentences

According to the DOE, the purposes of the HALEU Consortium include:

(i) providing the Secretary of Energy HALEU demand estimates for domestic commercial use, (ii) purchasing HALEU made available to members for commercial use under the program, (iii) carrying out demonstration projects using HALEU under the program, and (iv) identifying actionable opportunities to improve the reliability of the HALEU supply chain.

(1) providing the Secretary of Energy HALEU demand estimates for domestic commercial use;

(2) purchasing HALEU made available to members for commercial use under the program;

(3) carrying out demonstration projects using HALEU under the program;

and (4) identifying actionable opportunities to improve the reliability of the HALEU supply chain.

On December 15, 2022, the Company submitted a formal request to the DOE to join the HALEU Consortium to mitigate HALEU supply risk.

4 unchanged sentences

We will need to conduct various irradiation experiments to confirm fuel performance under normal and off-normal reactor conditions.

Loop irradiation in a test reactor environment prototypic of commercial reactor operating conditions and other experiments on unirradiated and irradiated metallic fuel samples will be essential to demonstrate the performance and advantages of our metallic fuel.

Irradiation testing of Lightbridge Fuel™ in conditions that are prototypic of commercial reactor operating conditions and that represent off-normal and/or accident conditions, as well as other experiments on unirradiated and irradiated metallic fuel samples will be essential to demonstrate the performance and advantages of our metallic fuel.

We are planning loop irradiation testing of our metallic fuel samples in the ATR at INL as part of this effort.

6 unchanged sentences

Need to develop and demonstrate a qualified fabrication process for our metallic fuel rods

Demonstration of a qualified fabrication process both for partial-length irradiation fuel rod samples and subsequently for full-length (approximately 12 to 14 feet) metallic fuel rods for large PWR LTAs and shorter length for SMRs (approximately 6 feet) is required.

Demonstration of a qualified fabrication process both for partial-length irradiation fuel rod samples and subsequently for full-length (approximately 12 to 14 feet) metallic fuel rods for large PWR or BWR LTAs and shorter length for SMRs (approximately 6 feet) is required.

Past operating experience in icebreaker reactors (a nuclear-powered icebreaker ship), with differently shaped fuel rods with a similar metallic fuel composition involved fabrication of metallic fuel rods up to 3 feet in length.

Fabrication of full-length PWR metallic fuel rods with uranium and zirconium alloy for large PWRs has yet to be fully demonstrated.

To date, fabrication of full-length uranium-zirconium metallic fuel rods for large PWRs and BWRs has not been demonstrated.

In 2021, we demonstrated the co-extrusion of full-length rods using surrogate materials (i.e., rods which replaced the uranium component with a suitable physical analogue).

On February 12, 2025, we announced a successful co-extrusion demonstration of a clad cylindrical rod comprising depleted uranium and zirconium alloy with the length of approximately eight feet.

On February 12, 2025, we announced a successful co-extrusion demonstration of a clad cylindrical rod comprising depleted uranium and zirconium alloy with a length of approximately eight feet.

Co-extrusion is the primary forming operation in the manufacturing of our fuel and these demonstrations were important milestones on the path to developing and qualifying the full manufacturing process for actual fuel rods with enriched uranium and zirconium alloy.

Risk Factors in this Annual Report on Form 10-K for a discussion of certain risks that may delay or impair such developments, including without limitation the availability of financing and the many risks inherent in developing a new type of nuclear fuel.

Future Potential Collaborations and Other Opportunities

In the ordinary course of business, we engage in periodic reviews of opportunities to invest in or acquire companies or units within companies to leverage operational synergies and establish new streams of revenue.

We will be opportunistic in this regard and may also partner or contract with entities that could be synergistic to our fuel business or present an attractive stable business and/or growth opportunity in the nuclear space.

Risk Factors in this Annual Report on Form 10-K for a discussion of certain risks that may delay or impair such fuel developments, including, among others, the availability of financing and the many risks inherent in developing a new type of nuclear fuel.

Government Support/Approvals Needed, Relationships with Critical Development Partners/Vendors and Other Government Regulation

Due to the long fuel development timelines to commercialization and the significant amount of R&D funding required to bring our next generation nuclear fuel technology to market, the Company would benefit from funding and/or in-kind contributions from government and/or strategic partners and/or other third-party sources.

It will be challenging for the Company to fund all its future fuel development efforts on its own within expected timelines or at all without significant funding and cost sharing contributions from governments, strategic partners and third parties, particularly if market conditions limit the Company’s ability to raise capital for these efforts on favorable terms or at all.

In addition to external funding and/or in-kind support, political support for our project is similarly important.

The sales and marketing of our services and technology internationally may be subject to U.S.

export control regulations, including 10 C.F.R.

Part 810 and 10 C.F.R.

Part 110 and the export control laws of other countries.

Governmental authorizations may be required before we can export our services or technology or collaborate with foreign entities.

NRC regulations at 10 C.F.R.

Part 110 govern the export and import of nuclear equipment and material.

Part 810 generally governs the exports of technology for development, production, or use (see 10 C.F.R.

§810.3 for definitions of these terms) of reactors, equipment, and material subject to Part 110.

If authorizations are required and not granted, our international business could be materially affected.

Furthermore, the export authorization process is often time consuming and any delays could impact our fuel development and commercialization timelines.

Violation of export control regulations could subject us to fines and other penalties, such as losing the ability to export for a period of years, which would limit our revenue growth opportunities and significantly hinder our attempts to expand our business internationally.

The testing, fabrication, and use of nuclear fuels by our future partners, licensees and nuclear power generators will be heavily regulated.

The test facilities and other locations where our fuel designs may be tested before commercial use require governmental approvals from the host country’s nuclear regulatory authority.

The responsibility for obtaining the necessary regulatory approvals will lie with our research and development contractors that conduct such tests and experiments.

Nuclear fuel fabricators, which could potentially fabricate fuel using our technology under commercial licenses from us, are similarly regulated.

Utilities that operate nuclear power plants that may utilize the fuel produced by these fuel fabricators require specific licenses relating to possession and use of nuclear materials as well as numerous other governmental approvals for the ownership and operation of nuclear power plants.

Recent Developments – Lightbridge Fuel ™

Memorandum of Understanding with Oklo, Inc.

In January 2025, we signed a Memorandum of Understanding (MOU) with Oklo, Inc.

Oklo is developing advanced micro-reactors to provide clean, reliable, and affordable energy at scale.

The MOU covers:

(1) conducting a preliminary evaluation of feasibility of co-locating a Lightbridge Commercial-scale Fuel Fabrication Facility at Oklo’s proposed commercial fuel fabrication facility;

(2) exploring opportunities for collaboration on reprocessing and recycling of spent uranium zirconium fuel;

and (3) exploring any other areas of collaboration that may be of mutual interest.

We believe there may be some potential synergies in co-locating our expandable fuel facility at Oklo’s proposed site.

We also believe that recycling and reprocessing spent uranium-zirconium fuel may represent another area of potential synergies.

Master Services Agreement with Amentum Technology Inc.

In December 2025, the Company entered into a Master Services Agreement (MSA) with Amentum Technology Inc.

(Amentum) relating to the performance of activities by Amentum in support of the co-location feasibility study under the MOU with Oklo, as well as other activities as the Company and Amentum may agree from time to time.

In January 2026, we entered into a statement of work under our MSA with Amentum pursuant to which we expect to incur approximately $0.4 million in costs during 2026 related to the Oklo co-location feasibility study.

Memorandum of Understanding and Collaborative Agreement for Cladding Alloy Compositions

In November 2025, Lightbridge entered into an MOU and a separate Collaboration Agreement with a U.S.

manufacturer specializing in advanced specialty metals to support the research and development of cladding alloy compositions for potential use as cladding materials for Lightbridge Fuel™.

Under the MOU, the parties agreed to pursue a phased technical evaluation program beginning with alloy development, melting, processing, and characterization activities (Phase 1).

The Collaboration Agreement governs the conduct of Phase 1 research and provides a framework for developing future project plans.

Lightbridge expects to incur approximately $0.3 million in Phase 1 costs in 2026, which will be expensed as incurred and included in research and development expenses.

Each party will bear its own costs unless a project plan specifies cost-sharing.

The agreements do not create any commercial supply obligations, minimum purchase commitments, or other financial commitments by either party, and any future scale-up or supply arrangements would require separate definitive agreements following successful completion of earlier phases.

The MOU and Collaboration Agreement may be terminated by either party upon notice.

Commencement of Irradiation Testing of Lightbridge Fuel™ Material Coupon Samples

In November 2025, we announced the start of irradiation testing of the Company’s recently manufactured enriched uranium-zirconium alloy fuel material coupon samples in the ATR at INL.

This milestone represents a significant step forward in the Company’s fuel development and testing program conducted under its Cooperative Research and Development Agreement (CRADA) with Battelle Energy Alliance, LLC (BEA), the DOE’s operating contractor for INL.

The irradiation testing campaign is expected to provide essential data on the fuel alloy’s microstructural evolution, thermal conductivity properties, and other data as a function of burnup that are critical to the qualification and licensing of Lightbridge Fuel™ for future commercial use.

Idaho National Laboratory Agreements

In December 2022, Lightbridge entered into agreements with BEA to support the development of Lightbridge Fuel™.

The framework agreements use an innovative structure that consists of an “umbrella” Strategic Partnership Project Agreement (SPPA) and an “umbrella” CRADA, each with BEA, with an initial duration of seven years.

The initial phase of work under the two agreements that was previously released culminated in the insertion of extruded unclad fuel material coupon samples using enriched uranium supplied by the DOE and the start of irradiation testing in the ATR at INL in November 2025.

The initial phase of work aims to generate irradiation performance data for Lightbridge’s delta-phase uranium-zirconium alloy relating to various thermophysical properties.

The data will support fuel performance modeling and regulatory licensing efforts for commercial deployment of Lightbridge Fuel™.

We use a rolling wave planning approach for project management purposes on the released scopes of work.

It is an iterative planning technique in which the work to be accomplished in the near term is planned in detail, while work further in the future is planned at a higher level.

As such, periodic revisions to the scope and/or cost estimates are anticipated.

Updates to the SPPA

In October 2025, the Company and BEA entered into Modification No.

3 to the SPPA extending the duration of this umbrella agreement from 7 years to 12 years.

The following table summarizes current project task statements (PTSs) under the SPPA, and related modifications through the filing date of this Annual Report on Form 10-K:

Effective Date

Estimated Reimbursable

Costs (in millions)

Fabrication and irradiation test specimens and fuel coupons

December 2022

Modification No.

4 month reduction

Modification No.

8 month extension

Total SPPA PTS No.

Technical consultation on the drafting of a fuel qualification plan

November 2025

Safety analysis codes, code development for Lightbridge Fuel™, model development for Lightbridge Fuel™, and light water reactor applications

December 2025

Code development for fuel performance modeling

December 2025

Post-irradiation examination of fuel specimens

December 2025

Grand Total SPPA

Updates to the CRADA

In November 2025, the Company and BEA entered into Modification No.

1 to the CRADA, extending the end of the term from September 27, 2029 to September 27, 2032.

The following table summarizes current PTSs under the CRADA, and related modifications through the reporting period:

Effective Date

Estimated Reimbursable

Costs (in millions)

CRADA PTS No.

Experiment assembly for irradiating Lightbridge Fuel™ alloy within the ATR

December 2022

Modification No.

Total CRADA PTS No.

Grand Total CRADA

Aggregate Financial Impact

After considering all modifications and new PTSs, expected cash payments from the Company to BEA under both the CRADA and the SPPA are estimated at approximately $19.5 million on a cost reimbursable basis over the performance periods.

As of December 31, 2025, $5.4 million has been cumulatively expensed and the balance of the remaining obligations that may be incurred under these agreements is $14.1 million.

These obligations are generally cancellable with 30-60 days’ notice and, therefore, are not considered firm commitments, and are not expensed until incurred.

Future Scope and Risks

The Company anticipates entering into additional PTSs and/or modifications to existing PTSs under the SPPA and/or CRADA with INL to expand the scope of work, including performing the next phase of fabrication process development work and other potential activities.

The successful execution of this project is subject to an increase in project scope and risks, including potential delays, cost overruns, regulatory challenges, and changes in funding availability.

We anticipate that subsequent phases of work under the two umbrella agreements that have not yet been released may include loop irradiation testing in the ATR, and post-irradiation examination of one or more uranium-zirconium fuel rodlets, transient experiments in the Transient Reactor Test Facility at INL and subsequent post-irradiation examination of the test rodlets.

Purchase of High-Performance Computer for Fuel Modeling

During the fourth quarter of 2025, the Company completed the purchase of a high-performance computer (HPC).

The HPC is specifically configured for advanced nuclear modeling and requires specialized software and environmental conditions and provides a significant expansion of computational capability necessary for us to continue developing and simulating the viability of our nuclear fuel technology.

To support the HPC, the Company also entered into agreements with additional vendors to provide co-location services, hardware/software management services, and additional nuclear simulation software.

Costs for the HPC and related services and software are expensed as incurred and included in research and development expenses.

Such items totaled approximately $2.0 million for the year ended December 31, 2025.

Software Code Development Agreements

In October 2025, we entered into an Agreement for Safety Analysis Codes and Services for Lightbridge Fuel Designs with Numerical Advisory Solutions, LLC (NAS), a provider of nuclear engineering analysis software.

Under the agreement, NAS will perform code-development, benchmarking, and modeling services to support the creation of Lightbridge’s proprietary fuel-safety analysis methods and the adaptation of industry-standard computer codes for the Lightbridge Fuel™ helical-cruciform metallic U-Zr design.

The work scope includes hold-point reviews and deliverable acceptance by Lightbridge with an estimated completion window between October 2026 through January 2027.

The total contract value is approximately $0.8 million, with milestone-based payments.

The resulting software and analysis models will be owned by Lightbridge and are expected to strengthen Lightbridge’s internal capability to perform reactor safety analyses in support of future regulatory submissions and commercial fuel demonstrations.

In December 2025, we also entered into an agreement with Studsvik Scandpower, a provider of nuclear fuel management software, to develop a transport methodology based on their existing CMS5 software that will model the Lightbridge Fuel™ design.

We would need to separately purchase a license to the CMS5 software after it has been developed to meet Lightbridge’s specifications.

The total contract value for development of the code is approximately $0.3 million, payable upon the completion of work, expected in mid-2026.

Costs for software code development are expensed as incurred and included in R&D expenses.

However, work on these arrangements is in the preliminary stages or has not yet begun, and no expenses were incurred during the year ended December 31, 2025.

Critical Heat Flux Test Program

In February 2026, we entered into an initial engineering contract and statement of work with an organization providing specialized experimental services to assess the thermal and hydraulic (TH) performance of Lightbridge Fuel™ for use in water-cooled reactors.

The experimental program will be carried out in phases and include:

the design and fabrication of an electrically heated fuel simulator and its acceptance testing, nine-rod PWR critical heat flux tests, with an option for the Company to also choose to conduct nine-rod BWR critical power tests, a full scale TH test program to support the U.S.

licensing of Lightbridge Fuel™ in commercial PWRs, and an option for the Company to also choose to conduct a full scale TH thermal test program to support the U.S.

licensing of Lightbridge Fuel™ in commercial BWRs.

Phase 1 work includes prototype fuel simulator design, fabrication, and acceptance testing and is estimated to take one year to complete and cost approximately $0.5 million.

Romania Feasibility Study of Lightbridge Fuel™ for use in CANDU reactors

This assessment covers key areas including mechanical design, neutronics analysis, and thermal and thermal-hydraulic evaluations.

The results of this Feasibility Study indicated that Lightbridge Fuel™ can double the discharged burnup in a CANDU reactor at U-235 enrichment levels of less than 3% compared to conventional uranium dioxide fuel.

Based on these favorable initial results, we plan to continue further evaluation of Lightbridge Fuel™ in CANDU reactors and are currently in the process of finalizing the scope of work for the next phase of activities.

In August 2025, we entered into an agreement with RATEN ICN (the 2025 RATEN ICN Agreement) to evaluate conducting irradiation tests for several Lightbridge Fuel™ rodlets, with the objective of irradiating the rodlets to one or more target discharge burnups and subjecting the irradiated rodlets to post irradiation examination.

The 2025 RATEN ICN Agreement provides for two phases:

in Phase 1, RATEN ICN was to conduct scoping studies to develop preliminary experiment designs, evaluate infrastructure and equipment needs, and obtain cost and schedule estimates for potential new driver fuel, and in Phase 2, if the results of Phase 1 were acceptable to Lightbridge, RATEN ICN would implement refurbishments, procure equipment and driver fuel as needed, finalize experiment design, fabricate and operate the test assembly, and complete post-irradiation examination.

Lightbridge would be responsible for supplying experimental fuel rodlets for use in the irradiation tests.

The Phase 1 work was completed as of December 31, 2025.

The Company is currently evaluating the results of the Phase 1 work.

No decision has been made about the Phase 2 scope as of the date hereof.

Currently, competition with respect to the design of commercially viable nuclear fuel products is limited to conventional uranium dioxide fuels, which are reaching the limits in terms of their capability to enable power uprates.

2 unchanged sentences

nuclear power industry is currently pursuing.

In addition to conventional uranium dioxide fuel, potential competition to our metallic fuel technology can come from so-called Accident Tolerant Fuels (ATF).

In addition to conventional uranium dioxide fuel, potential competition to our metallic fuel technology can come from ATF.

We regard ATF as part of a series of incremental changes to conventional uranium dioxide fuel over time.

7 unchanged sentences

When the DOE originally launched the ATF program, the program was focused solely on achieving enhanced safety benefits, such as extra “coping time” during severe accidents.

Over the past few years, we believe many ATF vendors concluded that the unexpectedly small accident tolerance benefits their ATF fuel concepts offered (such as several extra hours of coping time during severe accidents rather than their original goal of approximately 72 hours) were not enough of an incentive for nuclear utilities to adopt ATF designs, which would cost more and have reduced efficiency relative to conventional uranium dioxide fuels.

Over the past few years, we believe many ATF vendors concluded that the unexpectedly small accident tolerance benefits their ATF fuel concepts offered (such as up to a few extra hours of coping time during severe accidents rather than their original goal of approximately 72 hours) were not enough of an incentive for nuclear utilities to adopt ATF designs, which would cost more and have reduced efficiency relative to conventional uranium dioxide fuels.

As a result, ATF vendors have begun exploring opportunities for extending the operating cycle length in existing PWRs and/or power uprates in BWRs by going to higher enrichments (i.e., from approximately 5% to 7-8% enrichments) with ATF designs.

1 unchanged sentence

This recent shift in positioning by many ATF vendors represents a competitive threat to Lightbridge for use in existing large PWRs, as ATF vendors are now trying to encroach into a critical element of Lightbridge’s value proposition, i.e., the ability of Lightbridge Fuel™ to extend the cycle length from 18 to 24 months in existing large PWRs and/or offer power rate uprates opportunities.

While it is not certain that the ATF vendors will be successful in this approach, if ATF could enable longer cycles and/or power uprates, it could severely weaken or undermine our economic value proposition in existing large LWRs.

That said, we believe Lightbridge Fuel™ remains the only advanced light-water reactor fuel in development that can provide power uprates, cycle length extensions, improved safety, and load following in a single product as desired by the utilities.

7 unchanged sentences

Deployment of our fuel in light water reactors will necessitate increasing enrichment level from 5% up to 19.75% at enrichment facilities, as well as deployment of de-conversion/metallization capability at a commercial scale, and the design and licensing of a shipping container capable of accommodating fuel assemblies with uranium metal enriched up to 19.75%.

Government Support/Approvals Needed, Relationships with Critical Development Partners/Vendors and Other Government Regulation

Due to the long fuel development timelines to commercialization and the significant amount of R&D funding required to bring our next generation nuclear fuel technology to market, substantial funding and/or in-kind contributions from government and/or strategic partners and/or other third-party sources as well as political support for our project will be essential to the success of our nuclear fuel development program.

Without significant funding and cost sharing contributions from government and/or strategic partners and/or other third-party sources toward our fuel development activities, it will be challenging for the Company to fund all its future fuel development efforts on its own within the expected timelines or at all.