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Item 7. Management’s Discussion and Analysis

2026-02-26 compared with 2025-03-03 · 174 added, 224 removed, 61 unchanged (87% of the section changed)

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MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying Notes thereto, which are contained in Part II.

Financial Statements and Supplementary Data of this report.

This MD&A consists of the following sections:

Overview of Our Business and Recent Developments of Lightbridge Fuel™ - a general overview of our business and updates;

Operations Review - an analysis of our consolidated results of operations for the periods presented in our consolidated financial statements;

Liquidity, Capital Resources, and Financial Position - an analysis of our cash flows and an overview of our financial position.

Critical Accounting Estimates - a discussion of critical judgments and estimates;

Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

As discussed in more detail under “Forward-Looking Statements” preceding this MD&A, the following discussion contains forward-looking statements that are based on our management’s current expectations, estimates, and projections, which are subject to a number of risks and uncertainties.

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Overview of Our Business and Recent Developments of Lightbridge Fuel™

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 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 believe 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 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.

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.

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

We expect that Lightbridge Fuel™ can provide water-cooled SMRs with the same benefits our technology brings to large reactors, with such benefits being even more meaningful to the economic case for deployment of SMRs, including potential load following capability when included on a virtually zero-carbon electric grid with renewable energy sources.

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.

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

At Lightbridge, 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 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 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.

Data centers will need massive, constant power that we believe nuclear power can provide.

Advances in reactor technology, combined with growing corporate and governmental support for clean energy, can position nuclear power as a cornerstone of future energy strategies for data-intensive industries, which may be willing to pay a premium for reliable, clean, and sustainable baseload electricity.

We believe our metallic fuel can be used in different types of water-cooled commercial power reactors, such as PWRs, BWRs, VVERs, CANDUs, water-cooled SMRs, and water-cooled research reactors.

We have obtained patent validation in key countries that we believe would have a commercial market for our fuel 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 of Lightbridge Fuel™

Memorandum of Understanding with Oklo, Inc.

In January 2025, we signed a MOU with Oklo to:

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

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

and (3) explore 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 MSA with 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.

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.

The Company anticipates entering into additional modifications to the Project Task Statements (PTS) under the SPPA and/or CRADA with INL to expand the scope of work, including performing additional extrusions, updating the experiment design for irradiation testing of coupon samples in the ATR, as well as other potential activities.

We are discussing these additional scopes and timing of work with INL to be performed under the two “umbrella” agreements with BEA;

which we anticipate will increase our R&D expenses for the SPPA and/or CRADA.

In late 2024, we worked with INL to re-baseline the project scope, schedule, and cost estimate at completion.

As a result, the expected cost estimate at completion was increased by approximately $2.0 million.

As noted under Part I.

Business , we entered into agreements with BEA to support the development of Lightbridge Fuel™.

The framework agreements consist of an “umbrella” SPPA and an “umbrella” CRADA, each with BEA.

During 2025, previous task statements under both the SPPA and CRADA were modified to increase potential amounts payable to BEA.

The duration of the umbrella SPPA was also extended from 7 to 12 years, and the performance period of the umbrella CRADA was extended from September 27, 2029 to September 27, 2032.

In the fourth quarter of 2025, the Company and BEA entered into several new project task statements under the SPPA for BEA to provide technical consultation on drafting a fuel qualification plan, post-irradiation examination of fuel specimens, and code development for safety analysis and fuel performance modeling.

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

During 2025, we expensed $2.9 million of costs reimbursable to BEA, resulting in cumulative expenses of $5.4 million recorded to date and $14.1 million remaining in future cost reimbursements, if and when incurred by BEA.

The successful execution of this project is subject to risks, including potential delays, cost overruns, regulatory challenges, and changes in funding availability, and if the project scope does increase, then the project will be successfully executed or completed.

Regardless of whether further project modifications occur, INL has indicated to the Company that due to resource and manufacturing equipment constraints, INL may not be able to meet the Company’s preferred project timeline, and that the total project cost will exceed the current budget.

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

On March 26, 2024, the Company and BEA entered into Modification No.

2 PTS under the SPPA, dated December 9, 2022, as amended on May 23, 2023, by and between the Company and BEA.

Pursuant to the terms of Modification No.

2, the potential amounts payable by the Company to reimburse BEA for its expenses and employee time were increased by approximately $0.6 million, bringing the total estimated cost for the work to be performed under the “umbrella” SPPA to $1.7 million.

On October 24, 2024, the Company and BEA entered into Modification No.

3 PTS under the SPPA, dated December 9, 2022, as amended on May 23, 2023 and March 26, 2024, by and between the Company and BEA.

Pursuant to the terms of Modification No.

3, the potential amounts payable by the Company to reimburse BEA for its expenses and employee time were increased by approximately $0.3 million, bringing the total estimated cost for the work to be performed under the “umbrella” SPPA to approximately $2.0 million.

On January 16, 2025 the Company and BEA entered into Modification No.

3 PTS under the CRADA, dated September 27, 2022, as amended on May 22, 2023, May30, 2023, by and between the Company and BEA.

Pursuant to the terms of Modification No.

3, the potential amounts payable by the Company to reimburse BEA for its expenses and employee time were increased from $2.6 million by approximately $1.6 million, bringing the total estimated cost for the work to be performed under the “umbrella” CRADA to $4.2 million.

This modification also required that a $0.6 million advance payment be made, which was paid on January 16, 2025.

After Modification No.

3, to the PTS under the CRADA and the anticipated Modification No.

4 to the PTS under the SPPA, total cash payments from the Company to BEA under both Agreements are estimated at approximately $6.5 million (excluding project contingencies) on a cost reimbursable basis over the performance periods under the initial releases.

Purchase of High-Performance Computer for Fuel Modeling

During the fourth quarter of 2025, the Company completed the purchase of a 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 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 estimated completion window is 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 software that will model the Lightbridge Fuel™ concept variant.

We would need to separately purchase a license to this updated 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 research and development 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

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.

As noted under Part I.

Business , we engaged RATEN ICN in Romania to perform an engineering study to assess the compatibility and suitability of Lightbridge Fuel™ for use in CANDU reactors.

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.

On July 2, 2024, we issued a change order adding a new task to the remaining scope of this engineering study.

Following the change order, the Company paid a total fee of approximately $0.2 million for this engineering study, which was completed in 2024.

We anticipate performing additional studies with RATEN ICN.

Nuclear Energy University Program Awards

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

The TAMU study is expected to be completed in 2026.

In mid-2023, TAMU was awarded $1.0 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 SMR simulated normal and off-normal conditions.

We previously announced the 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 (ATFs) 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 have shown 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 economic benefits from these awards.

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

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.

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.

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.

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.

In August 2025, we entered into the 2025 RATEN ICN Agreement to evaluate conducting irradiation test(s) for several Lightbridge Fuel™ rodlets.

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.

Commercialization Outlook and Key Drivers of Timing

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 an LTA, entering into a lead test rod/assembly agreement(s) with a host reactor(s), demonstrating the production process of our fuel including lead test rods and/or lead test assemblies at a planned LEFF and demonstrating the operation of lead test rods and/or lead test assemblies in commercial reactors.

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 nuclear fuel technology.

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 our future R&D activities.

Fuel Development Strategy

We believe our metallic fuel can be used in different types of water-cooled commercial power reactors, such as pressurized water reactors (PWRs), boiling-water reactors (BWRs), Russian-designed water-cooled, water-moderated energetic reactors (VVERs), CANDUs, water-cooled SMRs, and water-cooled research reactors.

Below is a brief description of each key fuel development step leading up to a lead test assembly (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 be performed utilizing existing facilities and equipment within the DOE national laboratory complex and other facilities.

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

Fabrication of LTAs will require a dedicated pilot-scale fuel fabrication facility.

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

Expanding that pilot-scale fuel fabrication facility to batch reload quantities would require a substantial additional capital investment in the manufacturing facility and equipment (in the order of hundreds of millions of dollars).

These estimates assume sufficient funding availability and that the project receives prioritization by the DOE and U.S.

Nuclear Regulatory Commission (NRC) to facilitate access to the required quantities of the HALEU material and timely regulatory licensing of such a facility.

Nuclear Material/Coupon Sample Irradiation Test

Lightbridge’s irradiation testing program includes coupon irradiation of material 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, and we expect insertion of fuel material coupons in the ATR in 2026 and completion of irradiation testing to full burnup and post-irradiation examination of the fuel material coupons in approximately several years thereafter.

The data obtained from this program will 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 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 information of sufficient detail to validate the performance of individual fuel rods such that their behavior in normal operating conditions of a NRC-regulated nuclear power plant would be sufficiently well understood to request a license amendment from the NRC for operation of a LTA.

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 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 Lead Test Assembly Operation

Insertion of a LTA 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 LTA 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 LTA itself as well as its interaction with other fuel assemblies in the reactor core which may be impacted by the presence of the LTA.

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 LTA.

This safety justification will require cooperation between Lightbridge, the fuel manufacturer, and the power plant owner.

With historical approaches, the development and qualification of a nuclear fuel system can take 20-30 years as the approach has been driven largely by a cycle of physical testing and design changes based on the results of those physical tests.

Computer modeling and simulation has increasingly been used in support of fuel qualification efforts, but the cyclical approach continues to be the default methodology.

Advanced nuclear fuel developers are now taking an approach that leverages significant improvements in computational capability in a methodology referred to as Accelerated Fuel Qualification (AFQ).

The AFQ approach combines physics-informed modeling and simulation coupled with targeted physical testing such that the overall fuel qualification effort could be significantly reduced in terms of cost and time.

Lightbridge intends to leverage the AFQ methodologies to qualify its advanced fuels.

Along with leveraging the AFQ approach, uranium-zirconium fuel technology has the benefits of being previously demonstrated in operating icebreaker reactors and several aspects of the performance of the fuel have been demonstrated.

This enables Lightbridge to begin designing a LTA and developing the necessary computer models of the fuel behavior, prior to obtaining the results of the loop irradiation testing of the fuel rod.

Along with the irradiation testing and computer simulations, some physical testing of the fuel assembly design will be required.

Lightbridge anticipates that such ‘out-of-pile’ testing to justify the LTA performance may take four years.

We expect that the LTA design effort, development of computer modeling and simulation capabilities, and performance of the LTA safety justification may take eight years.

The NRC’s review and approval of the license amendment for LTA insertion is expected to require two years after the license amendment is submitted.

Based on these activities and time estimates, Lightbridge expects to have LTAs of its fuel ready for insertion in a commercial reactor in the 2030s.

The above fuel development strategy is based on the following key assumptions:

A large portion of our project funding requirements is met with direct or indirect cash and/or in-kind contributions from government and/or strategic partner and/or other third-party sources;

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 (AFQ) 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;

the pilot-scale fuel fabrication facility will be capable of manufacturing LTA quantities of metallic fuel rods to the desired rod length and specification.

Our ultimate commercial model remains under evaluation and may evolve as our fuel development progresses, regulatory pathways are clarified, and commercial partnerships are established.

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 mid-2030s and begin receiving purchase orders for initial fuel reload batches from utilities 15 years from now, with deployment of our nuclear fuel in the first reload batch in a commercial reactor taking place approximately two years thereafter.

Risk Factors —”Risks Related to Our Business and to the Commercialization of Lightbridge Fuel™” of this Annual Report on Form 10-K.

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 and engaging early with nuclear regulators to inform them of our future R&D and licensing activities.

There can be no assurance that our efforts will result in an accelerated commercialization timeline.

Known Long-Term Industry Constraints and Uncertainties

While our current research and development activities are not dependent on the commercial availability of HALEU in metallic form, the future commercialization of Lightbridge Fuel™ will require the establishment of a commercial-scale supply and fabrication capabilities.

These matters and others are discussed further under Part I.

Risk Factors —”Risks Related to Our Business and to the Commercialization of Lightbridge Fuel™—Dependence on the Future Availability of Cost-Competitive Metallic HALEU and Commercial-Scale Fuel Fabrication Infrastructure” of this Annual Report on Form 10-K.

Operations Review

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Total Operating Expenses

Total Operating Loss

Operating Loss

Interest Income

Net loss before Income Taxes

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General and Administrative

General and administrative expenses consist mostly of compensation and related costs for personnel and facilities, stock-based compensation, finance, human resources, information technology, and fees for consulting and other professional services.

Professional services are principally comprised of legal, audit, strategic advisory services, and outsourcing services.

General and administrative expenses consist primarily of compensation and related costs for finance personnel, including stock-based compensation, and fees for professional and consulting services.

Professional services are principally comprised of legal, audit, strategic advisory services, and outsourced services such as human resources and information technology.

General and administrative expenses increased by $5.5 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024.

The increase of $1.4 million was primarily due to an increase in employee compensation and employee benefits of $0.3 million, an increase in consulting fees and professional fees of $0.3 million, an increase in stock-based compensation of $0.6 million, an increase in IT expenses of $0.1 million, an increase in travel and recruitment expenses of $0.1 million, and an increase in patent expense of $0.1 million, partially offset by a decrease in insurance expense of $0.1 million.

The increase was primarily due to a:

$2.4 million increase in stock-based compensation for employees, contractors, and directors, reflecting several new stock-based awards granted during the year, including new performance stock awards as described in Note 8.

Stock-Based Compensation , to the Consolidated Financial Statements;

$2.1 million increase in professional and consulting services as we grow the business, including legal services, strategic planning, studies related to the LEFF and environmental impacts of our fuel, and lobbying efforts, including $0.2 million increase in stock-based compensation for these services;

$0.6 million increase in employee compensation, particularly bonuses and payroll taxes;

$0.4 million increase in other administrative expenses, including sponsorship fees, IT expenses, recruiting fees, and dues and subscriptions.

Total stock-based compensation included in general and administrative expenses was $4.4 million and $1.8 million for the years ended December 31, 2025 and 2024, respectively.

Research and Development (R&D)

R&D expenses consist primarily of costs associated with our CRADA and SPPA agreements with INL, employee compensation and related fringe benefits including stock-based compensation and other research and development costs for the development of our Lightbridge Fuel™.

Research and Development

R&D expenses consist primarily of costs associated with our CRADA and SPPA agreements with BEA, IT expenses, employee compensation and related fringe benefits, including stock-based compensation, and other research and development costs for the development of our Lightbridge Fuel™.

The following table presents the total R&D expenses for the year ended December 31, 2025 and 2024 (rounded to millions):

Romania Feasibility Study

Centrus Energy FEED Study

Allocated employee compensation and stock-based compensation

Other outside R&D expenses

R&D expenses increased by $2.7 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023 due to the increase in R&D activities related to the development of Lightbridge Fuel™.

This increase primarily consisted of an increase in INL project labor costs of $0.9 million, an increase of outside R&D costs of $0.4 million, an increase in R&D employees and allocated employee compensation and employee benefits of $1.0 million, an increase in quality assurance expenses of $0.1 million, an increase in R&D modeling computer hardware and software and travel expenses of $0.2 million and an increase in stock-based compensation expenses of $0.1 million.

R&D expenses increased by $4.6 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024.

The increase was primarily due to a:

$1.2 million increase in INL project labor costs, as we entered into additional agreement modifications and new PTSs;

$1.9 million increase in IT expenses, which included a $0.8 million increase in computer hardware related to the purchasing of HPC and a $1.1 million increase in related software to support advanced nuclear modeling and simulation of our fuel;

$1.8 million increase in allocated employee compensation and stock-based compensation, reflecting an increase in new hires, increased employee bonuses;

and several new stock-based awards granted during the year, including new performance stock awards as described in Note 8.

Stock-Based Compensation , to the Consolidated Financial Statements;

$0.3 million decrease in other outside R&D expenses resulting from a $0.5 million decrease from the completion of the Centrus Energy Feed Study in 2024 (evaluating deployment of a Lightbridge pilot fuel fabrication facility) and completion of Phase 1 of the Romania Feasibility Study with RATEN ICN in 2025, partially offset by $0.2 million increase in project management consulting fees.

Total stock-based compensation included in research and development expenses was $1.4 million and $0.3 million for the years ended December 31, 2025 and 2024, respectively.

We currently anticipate investing approximately $17.0 million in the R&D of our nuclear fuel for 2025.

Meeting this future budgeted R&D spending for the next 12 months is uncertain and actual spending may differ.

For the years ended December 31, 2025 and 2024, external R&D services accounted for approximately 32% and 49% of total R&D expense.

We expect to significantly increase our R&D spend in the near future as we focus on fuel fabrication development, irradiation testing programs, and our collaboration with the DOE at INL.

We also expect to hire additional engineers to support these efforts and to further develop our software modeling and simulation capabilities for Lightbridge Fuel™.

Due to the nature of our R&D expenditures, future costs and schedule estimates are inherently uncertain and can vary significantly as new information and the outcome of these R&D activities become available.

Our future business operations are dependent on budgetary constraints due primarily to market conditions and the uncertainty of future liquidity and capital resources available to us to conduct our future R&D activities.

There was an increase in other income of $0.2 million due to higher cash balances over the past year, which resulted in an increase in interest income earned from the purchase of treasury bills and from our bank savings account for the year ended December 31, 2024, as compared to the year ended December 31, 2023.

Interest Income

There was an increase in interest income of $2.3 million due to higher cash balances over the past year, which resulted in an increase in interest income earned from the purchase of treasury bills and from our bank savings account for the year ended December 31, 2025, as compared to the year ended December 31, 2024.

Provision for Income Taxes

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We reviewed all sources of income for the purpose of recognizing the deferred tax assets and concluded a full valuation allowance for 2025 and 2024 was necessary.

Therefore, we did not have a provision for taxes for both years ended December 31, 2024 and 2023.

Therefore, we did not have a provision for income taxes for both years ended December 31, 2025 and 2024.

Prior period ownership changes, coupled with the Company’s projections of no taxable income for the foreseeable future, will substantially limit any future benefit to be derived from our NOLs.

Income Taxes of the Notes to our Consolidated Financial Statements included in Part II.

Financial Statements and Supplementary Data of this Annual Report on Form 10-K for information regarding our income taxes and the limitations on the utilization and amount of our net operating loss carry-forwards.

Income Taxes , to our Consolidated Financial Statements included in Part II.

Liquidity, Capital Resources and Financial Position

Liquidity Outlook

We measure liquidity in terms of our ability to fund the cash requirements of our R&D activities and our general and administrative expenses, including our contractual obligations and other commitments.

We believe that based on our current level of operating expenses and currently available cash resources, we will have sufficient funds available to cover our business activities and operating cash needs for the next 12 months.

In order to meet these long-term cash requirements for future planned operations to develop and commercialize our nuclear fuel, including any additional expenditures that may result from unexpected developments, it will be necessary for our project to receive direct or indirect funding and/or in-kind support from government and/or strategic partners and/or other third-party sources.

Overview – Funding Requirements

We assess our liquidity based on our ability to fund the cash requirements of our R&D activities, G&A expenses, contractual obligations, and other operating needs.

Based on our current level of operating expenses and our available cash resources, we believe we have sufficient liquidity to fund our operations and meet our anticipated cash requirements for at least the next 12 months from the date of this filing.

Our longer-term liquidity will depend on our ability to obtain additional financing, as our existing capital resources are not expected to be sufficient to fund our operations, research and development activities, and commercialization efforts beyond the next several years.

Short-Term Liquidity and Capital Resources

At December 31, 2025, we had cash and cash equivalents of $201.9 million, as compared to $40.0 million at December 31, 2024, an increase of $161.9 million.

We raised net proceeds of $176.0 million from the sale of approximately 12.6 million shares of common stock during the year ended December 31, 2025.

Our net cash used in operating activities for the year ended December 31, 2024, was $9.5 million and our cash flow projections indicate that we will have continued negative cash flows for the foreseeable future.

We currently do not anticipate any incoming cash flows, other than the sale of common stock through our at-the-market (ATM) offering.

We are not profitable, and we cannot provide any assurance that we will become profitable in the future.

We will continue to incur losses because we are in the early R&D development stage of our nuclear fuel.

To complete the development and commercial deployment of Lightbridge Fuel™ we currently estimate a total R&D, including Capital Expenditures (CAPEX) investment in the range of $200 million to $300 million or approximately $20.0 million per year over the next 10-15 years.

We plan to raise this capital through a combination of strategic and financial investors, as well as potentially receiving grants from the DOE and/or other government sources.

Sufficient funding is needed to continue our nuclear fuel development project and to achieve our future R&D milestones leading to the commercialization of our nuclear fuel.

The actual amount of cash we will need to reach the commercialization of our nuclear fuel is subject to many factors, including, but not limited to, the timing, design and conduct of the R&D work at the DOE’s national laboratories for our fuel along with other costs to commercialize our nuclear fuel.

Accordingly, there is high potential for budget variances in the current above cost projections and fuel development timelines of our current planned operations over the above cited fuel development period.

Currently, we plan to continue to utilize our ATM to finance our future R&D and general and administrative activities.

We will also need to receive substantial funding and in-kind support from government, strategic partners and/or other third-party sources throughout our nuclear fuel R&D development period in order to fund our ongoing R&D efforts in the future.

If we are unable to obtain such funding and/or in-kind support that meets our future R&D cash requirements, we will need to seek other funding, which may include the issuance of additional shares of the Company’s common stock, if available.

This will result in dilution to our existing stockholders.

If we can raise additional funds through the issuance of preferred stock, other equity or convertible securities, these securities could have rights or preferences senior to those of our common stock and could contain covenants that restrict our operations in the future.

There can be no assurance that we will be able to obtain additional equity or debt financing on terms acceptable to us, if at all.

We have approximately $48.4 million of working capital as of the date of this filing.

We currently project a negative cash flow from our operations from both our general and administrative and R&D expenses, resulting in total expected expenditures of approximately $25.0 million for 2025.

Our R&D expenses are expected to increase over the next 12 months based on our fuel development activities.

Our cash balance at December 31, 2024, and as of the date of this filing exceeds our anticipated cash requirements for the next 12 months.

There are inherent uncertainties in forecasting the R&D and other expenditures that will be required in the future.

We may also be unsuccessful in raising the capital necessary in the future to continue the R&D development of our fuel.

Once other anticipated agreements are finalized or other future R&D agreements are entered into and the future R&D expenses are known, we expect to incur a significantly higher level of future required R&D expenses to further develop our fuel, resulting in higher negative monthly cash flows from operations in future periods.

Our current source of cash available to us for the next 12 months, in addition to cash and cash equivalents on hand, is the potential funding from equity issuances pursuant to the at-the-market equity offering sales agreement, as amended, , with Stifel, Nicolaus & Company, Incorporated.

We filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (SEC) on March 29, 2024, registering the sale of up to $75.0 million of the Company’s securities that was declared effective on April 19, 2024.

On May 10, 2024, we filed a prospectus supplement, which was further supplemented on July 19, 2024 and August 9, 2024 pursuant to which we may offer and sell shares of common stock having an aggregate offering price of up to $12.6 million from time to time, through the ATM.

On November 22, 2024, we filed a prospectus supplement pursuant to which we may offer and sell shares of common stock having an aggregate offering price of up to $45.0 million from time to time through the ATM.

Although we expect this ATM facility to continue to be our primary source of working capital for the Company in 2025, there is no assurance that an ATM financing arrangement will be available to us in the future.

Stockholders’ Equity and Stock-Based Compensation of the Notes to our Consolidated Financial Statements included in Part II.

Financial Statements and Supplementary Data of this Annual Report on Form 10-K for information regarding our prior equity financings.

We have no debt or lines of credit, and we have financed our operations to date through the sale of our preferred stock and common stock.

Management believes that public or private equity investments may be available in the future;

however, adverse market conditions, in our common stock price and trading volume, as well as other factors could substantially impair our ability to raise capital in the future and continue developing our nuclear fuel.

Short-Term and Long-Term Liquidity Sources

Currently, our primary source of liquidity is cash raised from our ATM facility.

As discussed above, we will seek new financing in order to bring us additional sources of capital, depending on the capital market conditions of our common stock.

There can be no assurance that these additional sources of capital will be made available on terms acceptable to us, or at all.

The primary potential sources of cash that may be available to us are as follows:

equity or debt investment from third-party investors in Lightbridge;

collaboration with potential industry partners;

strategic investment and/or government funding to support the remaining R&D activities required to continue the development of our fuel products and move them to a commercial stage.

In support of our long-term business with respect to our fuel technology business, we endeavor to create strategic alliances with other parties to support the remaining R&D activities that are required to further enhance and complete the development of our fuel products to a commercial stage.

We may be unable to form such strategic alliances on terms acceptable to us or at all.

Stockholders’ Equity and Stock-Based Compensation of the Notes to our Consolidated Financial Statements included in Part II.

Our net cash used in operating activities for the year ended December 31, 2025, was $14.3 million.

We believe that our existing cash and cash equivalents of $201.9 million as of December 31, 2025, together with any additional sources such as cash flows from potential financing and proceeds from our at-the-market (ATM) equity offering program will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months from the date of this filing.

However, due to the uncertainties inherent in our research and development programs and the broader industry environment, we are unable to reliably estimate our total cash requirements over the full R&D development period or beyond the next 12 months.

We expect our expenditures to increase over time as we advance the development and potential commercialization of our Lightbridge Fuel™.

We do not anticipate any material incoming cash flows from operations in the near term, and we expect to continue funding our business primarily through our ATM or other equity offerings.

Long-Term Liquidity and Capital Requirements

We expect that significant additional capital will be required over multiple years to advance Lightbridge Fuel™ through development and toward commercial deployment.

The amount and timing of future funding needs will depend on technical progress, regulatory requirements, facility design decisions, partnering arrangements, and the availability of government support.

At this stage, we cannot reliably estimate the total funding required to reach commercial deployment.

We currently intend to fund these activities through a mix of equity financing, strategic partnerships, and potential government grants or awards.

The actual amount and timing of future capital requirements will depend on several factors, including:

The scope, timing, and cost of R&D activities conducted at DOE national laboratories.

The design and execution of future fuel development programs.

The timing and structure of potential strategic partnerships and collaborations.

There is inherent uncertainty in forecasting future expenditures, and actual costs may vary materially from current estimates.

Sources of Liquidity

ATM Equity Offering Program

Our current primary source of liquidity is potential proceeds from our ATM equity offerings.

On May 23, 2025, the Company filed a shelf registration statement on Form S-3 (File No.

333-287563), which was declared effective on June 4, 2025.

On June 5, 2025, the Company entered into an Open Market Sale Agreement with Jefferies (the Jefferies ATM Agreement) to offer and sell the Company’s common stock from time to time in one or more ATM offerings, and also filed a prospectus supplement to the base prospectus forming a part of the Company’s shelf registration statement registering $75.0 million of common stock for sale under the Jefferies ATM Agreement.

On September 26, 2025, we filed a prospectus supplement pursuant to which we may issue and sell from time to time up to an additional $75.0 million of common stock under the Jefferies ATM Agreement.

On November 28, 2025, we filed an automatic shelf registration statement on Form S-3 ASR (File No.

333-291837), which included a new prospectus supplement (the November 2025 Prospectus Supplement) pursuant to which we may issue and sell from time to time an additional $150.0 million of our shares of common stock under the Jefferies ATM Agreement.

During 2025, we sold approximately $144.4 million under the Jefferies ATM Agreement, receiving net proceeds (less sales commissions and expenses) of $139.6 million.

As of December 31, 2025, approximately $142.1 million of our common stock remained available for issuance and sale pursuant to the November 2025 Prospectus Supplement.

Liquidity Outlook and Risks

Although we expect our ATM offerings to remain our primary source of working capital in 2026, there are inherent uncertainties associated with our ability to continue raising capital through an ATM program.

These uncertainties include potential declines in our stock price, fluctuations in our stock trading volume, adverse overall stock market conditions, or regulatory changes that could limit our access to capital under the current ATM arrangement.

In addition, the issuance of additional shares through the ATM program may result in significant dilution to existing stockholders, and the potential for such dilution could negatively impact the market price of our common stock.

There can be no assurance that ATM financing will remain available to us on acceptable terms, or at all, when needed until the commercialization of our fuel.

Stockholders’ Equity , to our Consolidated Financial Statements included in Part II.

Financial Statements and Supplementary Data of this Annual Report on Form 10-K for information regarding our prior equity financings.

The following table provides detailed information about our net cash flows for the years ended December 31, 2024 and 2023 (amounts reflected in millions):

We currently have no debt or lines of credit and have historically funded our operations through the sale of common stock.

Although management believes additional public or private equity investments may be available in the future, adverse market conditions, unfavorable stock price movements, or reduced trading volumes could substantially impair our ability to raise capital when needed.

Contractual and Other Obligations

Other than ongoing personnel-related expenditures and vendor payments, we have limited contractual obligations.

As noted under Part I.

Business , we have entered into initial project task statements with BEA, the operating contractor of INL, in collaboration with the DOE, which statements set forth the initial scopes of work and funding commitments under the SPPA and CRADA umbrella agreements.

Performance of work under these agreements may be terminated at any time by either party, without any liability, after the effective date of termination, upon thirty days’ written notice under the SPPA and sixty days’ written notice under the CRADA.

In the event of termination, the Company shall be responsible for BEA’s costs (including the closeout costs), through the effective date of termination, but in no event shall the Company’s cost responsibility exceed the total estimated cost stated in each project task statement and any subsequent modification to the project task statement.

As of December 31, 2025, the total remaining costs reimbursable from the Company to BEA, if and when incurred, would not exceed $14.2 million.

The following table provides detailed information about our net cash flows for the years ended December 31, 2025 and 2024 (rounded to millions):

Net Cash Used in Operating Activities

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Net Cash Provided by Financing Activities

Net Cash Inflow (Outflow)

Net Increase in Cash and Cash Equivalents

Operating Activities

Cash used in operating activities increased by $4.8 million in 2025 as compared to 2024.

This increase was primarily due to increased spending on R&D, general and administrative expenses and changes in working capital, which included an increase in prepaid assets of $0.1 million, and was partially offset by an increase in accounts payable and accrued liabilities of $0.2 million.

This increase was primarily due to increased cash expenditures on R&D and general and administrative expenses, partially offset by higher interest income, reflecting increased average cash balances following equity financings and higher short-term interest rates during the period.

The changes in working capital in 2025, which included an increase in prepaid expenses and other assets of $0.9 million, were partially offset by an increase in accounts payable and accrued liabilities of $0.4 million.

Investing Activities

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Financing Activities

Cash provided by financing activities increased by $14.7 million.

This increase was due to an increase in the net proceeds received from the issuance of common stock under our at-the-market (ATM) facility in the year ended December 31, 2024 of $15.0 million, partially offset by an increase in net share settlement of equity awards for the payment of withholding taxes of $0.3 million.

Cash provided by our ATM facility was $21.4 million (sale of approximately 4.5 million common shares) and $6.4 million (sale of approximately 1.5 million common shares) for the years 2024 and 2023, respectively.

Cash used during the years 2024 and 2023 related to the payment of withholding taxes on the net share settlement of equity awards was $0.5 million and $0.2 million, respectively.

Cash provided by financing activities increased by $155.3 million in 2025 as compared to 2024.

This increase was due to a:

$154.5 million increase in net proceeds received from the issuance of common stock under our ATM programs;

$2.3 million increase in net proceeds from the exercise of stock options;

partially offset by a $1.5 million increase in the payment of withholding taxes related to the net share settlement of equity awards.

Net cash provided by our ATM facility was $176.0 million from the sale of approximately 12.6 million common shares and $21.4 million from the sale of approximately 4.5 million common shares for the years 2025 and 2024, respectively.

Subsequent Events , to our Consolidated Financial Statements included in Part II.

Financial Statements and Supplementary Data of this Annual Report on Form 10-K for information regarding cash provided by our ATM facility after December 31, 2025.

Project Task Statements - INL

On December 9, 2022, we entered into initial project task statements with BEA, the operating contractor of INL, in collaboration with the DOE, which statements set forth the initial scopes of work and funding commitments under the umbrella agreements, each dated September 27, 2022, between the Company and BEA.

At December 31, 2024, we had approximately $1.7 million in project task statements to BEA relating to the research and development being conducted under the SPPA and CRADA at INL.

Performance of work under these agreements may be terminated at any time by either party, without any liability, after the effective date of termination, upon giving a thirty-day written notice under the SPPA and a sixty-day written notice under the CRADA, to the other party.

Operating Leases

The Company leased office space for a 12-month term from January 1, 2025 through December 31, 2025 with a monthly payment of approximately $8,000.

The future minimum lease payments required under the non-cancellable operating leases for 2025 total approximately $0.1 million.

Critical Accounting Estimates

The preparation of consolidated financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting period.

Actual results could differ from those estimates.

The preparation of our Consolidated Financial Statements, in conformity with accounting principles generally accepted in the United States of America, requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period.

Actual results could differ from those estimates and assumptions.

Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary.

Our significant accounting policies are more fully described in Note 1.

Basis of Presentation, Summary of Significant Accounting Policies, and Nature of Operations, in the Notes to the Consolidated Financial Statements included in Part II.

Basis of Presentation, Summary of Significant Accounting Policies, and Nature of Operations , to the Consolidated Financial Statements included in Part II.

Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

There were no critical accounting estimates at December 31, 2024 and 2023.

Critical accounting estimates involve a significant level of estimation uncertainty and are estimates that have had or are reasonably likely to have a material impact on our financial condition or results of operations.

As discussed in Note 8.

Stock-Based Compensation , to our Consolidated Financial Statements, our Tranche-based PSAs will vest upon the achievement of certain operational and financial milestones, including the design and construction of an expandable fuel facility and securing a significant amount of fundraising before December 31, 2028.

The total grant date fair value of these outstanding Tranche-based PSAs at December 31, 2025 was approximately $13.3 million.

The likelihood of achieving any milestone may change from period to period as there are many uncertainties that could impact its probability, which could materially impact our operating results.

If our estimated probability of achieving the applicable milestones were to increase or decrease, the related stock-based compensation expense could increase or decrease materially in the period of change and in future periods.

In particular, an increase in the estimated probability of a milestone achievement would accelerate and increase stock-compensation expense, while a decrease could result in reduced or reversed stock-based compensation expense for amounts previously recognized.

Because these estimates are inherently uncertain, actual results may differ materially from our current probability assumptions.

Due to the early-stage nature of these operational and financial milestones, management does not believe it is practicable to estimate the quantitative impact of the reasonably possible changes in these probability assumptions due to the number of variables involved.

Recent Accounting Standards and Pronouncements

Refer to Note 1.

Basis of Presentation, Summary of Significant Accounting Policies, and Nature of Operations of the Notes to our Consolidated Financial Statements in Part II.

Financial Statements and Supplementary Data of this Form 10-K for a discussion of recent accounting standards and pronouncements.

Basis of Presentation, Summary of Significant Accounting Policies, and Nature of Operations , to our Consolidated Financial Statements in Part II.

Financial Statements and Supplementary Data of this Annual Report on Form 10-K for a discussion of recent accounting standards and pronouncements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The full text of our audited consolidated financial statements as of and for the years ended December 31, 2024 and 2023 begins on page 44 of this Report.

The full text of our audited consolidated financial statements as of and for the years ended December 31, 2025 and 2024 begins on page F-1 of this Annual Report on Form 10-K.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis