What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-26 compared with 2025-03-03 · 430 added, 360 removed, 338 unchanged (70% of the section changed)

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Based on this assessment, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.

Remediation of Previously Reported Material Weakness

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, Management determined that there was a material weakness related to the design of our information technology general controls (ITGC) over logical access to key information systems used in the financial reporting process, resulting in certain segregation of duties conflicts.

Additionally, certain business process controls that are dependent on information from these systems were also not effective.

Management, under the oversight of the Audit Committee, remediated this material weakness by December 31, 2024.

This includes enhancing the design of logical access controls to ensure appropriate segregation of duties through improved internal documentation and monitoring activities.

Management also removed privileged access to accounting software and implemented a semi-annual internal review of logical access to the accounting software used in the financial reporting process.

Management has concluded through testing that these new implemented controls are designed and operating effectively as of December 31, 2024 and the material weakness has been effectively remediated.

Changes in Internal Control Over Financial Reporting

Except as noted above, there was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

Executive Compensation

During the year ended December 31, 2025, our named executive officers received restricted stock awards (RSAs) with service conditions and performance-based restricted stock awards (PSAs) with both service-based and performance-based conditions.

The number of awards granted and their aggregate grant date fair value were as follows:

Chief Executive Officer, President and Chairman

Andrey Mushakov

Executive Vice President, Nuclear Operations

Larry Goldman

Chief Financial Officer

RSA Grant Date

April 2025 PSA Grant Date

Fair Value (4)

August 2025 PSA Grant Date

Fair Value (4)

Chief Executive Officer, President and Chairman

Andrey Mushakov

Executive Vice President, Nuclear Operations

Larry Goldman

Chief Financial Officer

The RSAs will vest in three equal annual installments beginning on the first anniversary of the grant date, contingent on the grantee’s continued service with the Company on each applicable vesting date.

The April 2025 PSAs vest, if at all, based on the performance condition of the successful insertion of the Company’s fuel material coupon samples into the Advanced Test Reactor (ATR) at INL by December 31, 2026 and certification by the Compensation Committee of the Board of Directors.

The April 2025 PSAs are also subject to the participant’s continuous service over a three-year period from the grant date.

This performance condition was met in November 2025.

The August 2025 PSAs vest, if at all, based on specific R&D fuel milestones relating to key technical development and commercialization objectives of the Company’s R&D fuel program and one specific financial milestone.

Vesting occurs in unequal tranches depending on which milestone is certified.

Each milestone applies only to a separate portion of the August 2025 PSAs.

The respective portions of each tranche will vest upon the later of achievement and Board of Directors or Compensation Committee certification of the performance milestone and is subject to (i) the grantee’s continued service through the certification date and (ii) the grantee having completed at least twelve months of continuous service with the Company as of the performance milestone achievement date.

The performance period for achieving these milestones extends from the grant date to December 31, 2028.

The grant date fair value for the April 2025 PSAs and the August 2025 PSAs are based upon the probable outcome of the performance-based conditions as of the awards’ grant date, which for these awards is also equivalent to the highest level of performance condition that may be achieved.

During the year ended December 31, 2025, our named executive officers also received bonuses and non-equity incentive plan compensation, in addition to their base salaries, as follows:

Non-Equity Incentive Plan Compensation (1)

Chief Executive Officer, President and Chairman

Andrey Mushakov

Executive Vice President, Nuclear Operations

Larry Goldman

Chief Financial Officer

(1) Consists of payments under our short-term incentive (STI) program for the year indicated, with payments relating to the achievement of individual goals set forth in the “bonus” column and payments relating to the achievement of all other performance criteria set forth in the “non-equity incentive plan compensation” column.

The Company considers payments relating to the achievement of individual goals to qualify as bonus payments because of the holistic assessments used by the Compensation Committee in evaluating the progress of the NEOs towards their individual goals, as compared to achievement of definitive metrics for the other performance criteria under the STI program.

Additional information regarding executive compensation will be included in our definitive proxy statement for the 2026 annual meeting of stockholders, which will be filed with the SEC within 120 days of the end of the fiscal year ended December 31, 2025.

Rule 10b5-1 Information

During the three months ended December 31, 2025, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

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Information required by Item 14 of Part III will be included in our Proxy Statement relating to the 2026 Annual Meeting of Stockholders and is incorporated herein by reference.

At-the-Market Equity Offering Sales Agreement, dated May 28, 2019, by and between Lightbridge Corporation and Stifel, Nicolaus & Company, Incorporated (incorporated by reference to Exhibit 1.1 to the Form 8-K filed by the Company on May 28, 2019).

Amendment No.

1 to the At-the-Market Equity Offering Sales Agreement, dated May 28, 2019, by and between Lightbridge Corporation and Stifel, Nicolaus & Company, Incorporated (incorporated by reference to Exhibit 1.1 to the Form 8-K filed by the Company on April 9, 2021).

Amendment No.

2 to the At-the-Market Equity Offering Sales Agreement, dated May 8, 2024, by and between Lightbridge Corporation and Stifel, Nicolaus & Company, Incorporated (incorporated by reference to Exhibit 1.1 to the Form 10-Q filed by the Company on May 10, 2024).

Articles of Incorporation of the Company, as amended through October 27, 2022 (incorporated by reference to Exhibit 3.1 to the Form 10-K filed by the Company on March 30, 2023).

Amended and Restated Bylaws of the Company, as amended through November 4, 2021 (incorporated by reference to Exhibit 3.1 to the Form 10-Q filed by the Company on November 8, 2021).

Certificate of Designation of Series X Preferred Stock (incorporated by reference to Exhibit 3.2 to the Form 8-K filed by the Company on March 3, 2025).

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this Annual Report on Form 10-K.

The following financial statements of Lightbridge Corporation and report of independent registered public accounting firm are included in this Annual Report on Form 10-K:

Consolidated Balance Sheets at December 31, 2025 and 2024

Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024

Notes to Consolidated Financial Statements

Report of BDO USA, P.C.

dated February 26, 2026 on the Company’s financial statements filed as a part hereof for the fiscal years ended December 31, 2025 and 2024.

The independent registered public accounting firm’s consent with respect to this report appears in Exhibit 23 of this Annual Report on Form 10-K.

All schedules have been omitted because they are not required, not applicable or the information is otherwise included.

Exhibits - See “Exhibit Index” set forth on page 52.

Open Market Sale Agreement SM , dated June 5, 2025, by and between Lightbridge Corporation and Jefferies LLC (incorporated by reference to Exhibit 1.1 to the Form 8-K filed by the Company on June 5, 2025).

Articles of Incorporation of the Company, as amended through May 8, 2025 (incorporated by reference to Exhibit 3.3 to the Form 10-Q filed by the Company on May 12, 2025).

Second Amended & Restated Bylaws of Lightbridge Corporation, effective August 11, 2025 (incorporated by reference to Exhibit 3.2 to the Form 10-Q filed by the Company on August 13, 2025).

Description of Securities.

Specimen Certificate for Company’s Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s registration statement on Form S-3 filed on April 1, 2013, File No.

Lightbridge Corporation 2006 Stock Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on February 21, 2006).

Lightbridge Corporation 2015 Equity Incentive Plan, as amended (incorporated by reference to Appendix A to the definitive proxy statement filed on March 29, 2018, File No.

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Amended Lightbridge Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Appendix A to the definitive proxy statement filed on April 3, 2023).

Lightbridge Corporation 2020 Omnibus Incentive Plan, as amended on May 8, 2025 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on May 9, 2025).

Form of Non-Statutory Stock Option Agreement for Employees under the 2020 Omnibus Incentive Plan.

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Form of Restricted Stock Award Agreement under the 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.14 to the Form 10-K filed by the Company on March 31, 2022).

Form of Performance-Based Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.4 to the Form 10-Q filed by the Company on May 12, 2025).

Form of Performance-Based Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on August 29, 2025).

Employment Agreement, dated August 8, 2018, between the Company and Seth Grae (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by the Company on August 9, 2018).

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Strategic Partnership Project Agreement, dated September 27, 2022, between the Company and Battelle Energy Alliance, LLC (incorporated by reference to Exhibit 10.15 to the Form 10-K filed by the Company on March 30, 2023).

Project Task Statement under the Strategic Partnership Project Agreement, dated December 9, 2022, between the Company and Battelle Energy Alliance, LLC(incorporated by reference to Exhibit 10.16 to the Form 10-K filed by the Company on March 30, 2023).

Project Task Statement No.

1 under the Strategic Partnership Project Agreement, dated December 9, 2022, between the Company and Battelle Energy Alliance, LLC (incorporated by reference to Exhibit 10.16 to the Form 10-K filed by the Company on March 30, 2023).

Cooperative Research and Development Agreement, dated September 27, 2022, between the Company and Battelle Energy Alliance, LLC (incorporated by reference to Exhibit 10.17 to the Form 10-K filed by the Company on March 30, 2023).

Project Task Statement under the Cooperative Research and Development Agreement, dated December 9, 2022, between the Company and Battelle Energy Alliance, LLC (incorporated by reference to Exhibit 10.18 to the Form 10-K filed by the Company on March 30, 2023).

Project Task Statement No.

1 under the Cooperative Research and Development Agreement, dated December 9, 2022, between the Company and Battelle Energy Alliance, LLC (incorporated by reference to Exhibit 10.18 to the Form 10-K filed by the Company on March 30, 2023).

Modification No.

2 to the Project Task Statement, dated March 25, 2024, under the Strategic Partnership Project Agreement, dated December 9, 2022, as amended on May 23, 2023, by and between Lightbridge Corporation and Battelle Energy Alliance, LLC (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by the Company on May 10, 2024).

2 to the Project Task Statement No.

1, dated March 25, 2024, under the Strategic Partnership Project Agreement, dated December 9, 2022, as amended on May 23, 2023, by and between Lightbridge Corporation and Battelle Energy Alliance, LLC (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by the Company on May 10, 2024).

Modification No.

3 to the Project Task Statement, dated October 24, 2024, under the Strategic Partnership Project Agreement, dated December 9, 2022, as amended on May 23, 2023 and March 26, 2024, by and between Lightbridge Corporation and Battelle Energy Alliance, LLC (incorporated by reference to Exhibit 1.01 to the Form 8-K filed by the Company on October 25, 2024).

3 to the Project Task Statement No.

1, dated October 24, 2024, under the Strategic Partnership Project Agreement, dated December 9, 2022, as amended on May 23, 2023 and March 26, 2024, by and between Lightbridge Corporation and Battelle Energy Alliance, LLC (incorporated by reference to Exhibit 1.01 to the Form 8-K filed by the Company on October 25, 2024).

Modification No.

3 to the Project Task Statement, dated January 16, 2025, under the Cooperative Research and Development Agreement, dated December 9, 2022, by and between Lightbridge Corporation and Battelle Energy Alliance, LLC.

(incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on January 17, 2025).

Subscription and Investment Representation Agreement, dated February 27, 2025, by and between the Company and the Purchaser (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on March 3, 2025).

Insider Trading Policy.

Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Form 10-K filed by the Company on March 15, 2016).

3 to the Project Task Statement No.

1, dated January 16, 2025, under the Cooperative Research and Development Agreement, dated December 9, 2022, by and between Lightbridge Corporation and Battelle Energy Alliance, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on January 17, 2025).

Modification No.

4 to the Project Task Statement No.

1, dated March 18, 2025, under the Strategic Partnership Project Agreement, dated December 9, 2022, as amended on May 23, 2023, March 26, 2024 and October 24, 2024, by and between Lightbridge Corporation and Battelle Energy Alliance, LLC (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by the Company on May 12, 2025).

Modification No.

2 to the Strategic Partnership Project Agreement, dated August 1, 2025, by and between the Company and Battelle Energy Alliance, LLC (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed the Company on August 13, 2025).

Modification No.

3 to the Strategic Partnership Project, dated October 6, 2025, by and between the Company and Battelle Energy Alliance, LLC (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by the Company on November 6, 2025).

Modification No.

1 to the Cooperative Research and Development Agreement, dated November 5, 2025, by and between the Company and Battelle Energy Alliance, LLC.

Project Task Statement No.

2, dated November 20, 2025, under the Strategic Partnership Project Agreement, dated September 27, 2022, as amended, by and between Lightbridge Corporation and Battelle Energy Alliance, LLC.

Project Task Statement No.

3, dated December 9, 2025, under the Strategic Partnership Project Agreement, dated September 27, 2022, as amended, by and between Lightbridge Corporation and Battelle Energy Alliance, LLC.

Project Task Statement No.

4, dated December 10, 2025, under the Strategic Partnership Project Agreement, dated September 27, 2022, as amended, by and between Lightbridge Corporation and Battelle Energy Alliance, LLC.

Project Task Statement No.

5, dated December 9, 2025, under the Strategic Partnership Project Agreement, dated September 27, 2022, as amended, by and between Lightbridge Corporation and Battelle Energy Alliance, LLC.

Modification No.

5 to the Project Task Statement No.

1, dated January 19, 2026, under the Strategic Partnership Project Agreement, dated December 9, 2022, as amended on May 23, 2023, March 26, 2024 October 24, 2024, and January 15, 2025, by and between Lightbridge Corporation and Battelle Energy Alliance, LLC.

Insider Trading Policy, as amended February 24, 2026.

Subsidiaries of the Company.

Consent of Independent Registered Public Accounting Firm.

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Report of Independent Registered Public Accounting Firm

Stockholders and Board of Directors

Shareholders and Board of Directors

Lightbridge Corporation

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(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Research and Development Expenses

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During the year ended December 31, 2025, the Company recorded approximately $9.2 million of research and development expenses.

We identified the evaluation of research and development expenses as a critical audit matter due to the management judgment involved in:

(i) determining whether expenses incurred are related to the research and development activities, and (ii) the methodology used to allocate certain expenses incurred related to wages, payroll benefits, and non-cash stock-based compensation to research and development expenses.

Auditing these elements was especially challenging due to the nature and extent of audit effort and evidence required to address the matter.

We identified the evaluation of research and development expenses as a critical audit matter due to the management judgment involved in determining whether expenses incurred are related to the research and development activities.

Auditing these elements was especially challenging due to the nature of audit evidence and extent of audit effort required to address the matter.

The primary procedures we performed to address this critical audit matter included:

Testing a sample of research and development expenses by:

(i) obtaining and inspecting underlying supporting documents, and (ii) inquiring of project manager to determine whether expenses incurred are related to the research and development activities.

(i) inspecting underlying supporting documents and comparing to the recorded expense for accuracy and classification, and (ii) inquiring of project managers to determine whether expenses incurred are related to research and development activities.

Testing management’s allocation of wages, payroll benefits, and non-cash stock-based compensation by:

(i) recalculating the percentage of wages, payroll benefits and non-cash stock-based compensation allocated to research and development expenses, and (ii) testing the completeness and accuracy of data used in determining the allocation.

(i) performing substantive analytical procedures by developing an independent expectation and comparing such expectation to the recorded amount, and (ii) testing the completeness and accuracy of relevant underlying data used in our substantive analytical procedures.

/s/ BDO USA, P.C.

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Philadelphia, Pennsylvania

March 3, 2025

February 26, 2026

LIGHTBRIDGE CORPORATION

C ONSOLIDATE D BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS

Current Assets

Cash and cash equivalents

$ 201,862,421

Prepaid expenses and other current assets

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Prepaid project costs and other long-term assets

$ 203,834,795

LIABILITIES AND STOCKHOLDERS’ EQUITY

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Stockholders’ Equity

Preferred stock, $ 0.001 par value, 10,000,000 authorized shares, 0 shares issued and outstanding at December 31, 2024 and 2023

Common stock, $ 0.001 par value, 25,000,000 authorized, 18,783,912 shares and 13,698,274 shares issued and outstanding at December 31, 2024 and 2023, respectively

Preferred stock, $ 0.001 par value, 10,000,000 authorized shares, no shares issued and outstanding at December 31, 2025 and 2024

Common stock, $ 0.001 par value, 100,000,000 authorized shares, 33,407,495 shares and 18,783,912 shares issued and outstanding at December 31, 2025 and 2024, respectively

Additional paid-in capital

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Total Liabilities and Stockholders’ Equity

$ 203,834,795

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

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CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended December 31,

Operating Expenses

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Total Operating Expenses

Other Operating Income

Contributed services - research and development

Total Other Operating Income

Operating Loss

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$ ( 152,397,776 )

Shares issued, net of share settlement for withholding taxes paid upon vesting of restricted stock awards

Issuance of restricted share awards

Shares settlement for withholding taxes paid upon vesting of restricted stock awards

Shares issued - registered offerings - net of offering costs of $1,128,284

Shares issued to consultant and directors for services

Stock-based compensation

Shares issued through the exercise of options

Stock-based compensation for shares issued to consultants and directors

Stock-based compensation for equity awards

( 11,787,066 )

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$ ( 164,184,842 )

Shares issued, net of share settlement for withholding taxes paid upon vesting of restricted stock awards

Issuance of restricted share awards

Shares settlement for withholding taxes paid upon vesting of restricted stock awards

( 2,158,672 )

( 2,158,821 )

Shares issued - registered offerings - net of offering costs of $6,015,819

Shares issued through the exercise of options

Shares issued to consultants and directors for services

Stock-based compensation

Stock-based compensation for shares issued to consultants and directors

Stock-based compensation for equity awards

( 19,580,341 )

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$ ( 183,765,183 )

$ 202,987,344

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

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Adjustments to reconcile net loss to net cash used in operating activities:

Common stock issued for services

Stock-based compensation

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Financing Activities

Net proceeds from the issuances of common stock

Proceeds from sale of common stock in public offerings

Issuance costs paid related to sale of common stock in public offerings

( 6,015,819 )

( 1,128,284 )

Net proceeds from the exercise of stock options

Payments for taxes related to net share settlement of equity awards

( 2,158,821 )

Net Cash Provided by Financing Activities

Net Increase (Decrease) in Cash and Cash Equivalents

Net Increase in Cash and Cash Equivalents

Cash and Cash Equivalents, Beginning of Year

Cash and Cash Equivalents, End of Year

$ 201,862,421

Supplemental Disclosure of Cash Flow Information

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Payment of accrued liabilities with common stock

Common stock issued for consulting services

Common stock issued for prepaid consulting services

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

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to Lightbridge Corporation and began its focus on developing and commercializing metallic nuclear fuels.

The Company is a nuclear fuel technology company developing its nuclear fuel.

The Company views its operations and manages its business as one business segment, which is the development and commercialization of its nuclear fuel.

The Company is a nuclear fuel technology company focused on developing and commercializing its metallic nuclear fuel, Lightbridge Fuel™.

Basis of Consolidation

These consolidated financial statements included the accounts of Lightbridge, a Nevada corporation, and the Company’s wholly-owned subsidiaries, TPI, a Delaware corporation, and Lightbridge International Holding LLC, a Delaware limited liability company.

These wholly-owned subsidiaries were inactive.

These consolidated financial statements included the accounts of Lightbridge, a Nevada corporation, and the Company’s wholly-owned subsidiaries, TPI and Lightbridge International Holding LLC, a Delaware limited liability company.

These wholly-owned subsidiaries are inactive.

All intercompany transactions and balances have been eliminated in consolidation.

In January 2026, Lightbridge International Holding LLC was formally dissolved.

Basis of Presentation and Use of Estimates and Assumptions

The preparation of consolidated financial statements, in conformity with accounting principles generally accepted in the United States of America (GAAP), requires management to make estimates and assumptions that affected 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.

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

Actual results could differ from those estimates.

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

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

These estimates include, but are not limited to, valuation of intangible assets, fair value measurements, deferred tax assets and liabilities, and stock‑based compensation.

Certain amounts in the prior year have been reclassified to conform with the current year presentation.

These reclassifications had no impact on the previously reported statement of financial position, results of operations, changes in stockholders’ equity, or changes in net cash provided by (used in) operating, investing, or financing activities on the statement of cash flows.

Certain Risks and Uncertainties

Based on the Company’s cash position as of December 31, 2025 and current operating plans, management believes the Company has sufficient capital to fund operations for at least 12 months from the issuance of these financial statements.

Beyond this period, the Company will need additional funding and/or in-kind support via a combination of strategic alliances, government grants, further offerings of equity securities, or an offering of debt securities in order to support its future research and development (R&D) activities required to further enhance and complete the development and commercialization of its fuel products.

There can be no assurance that the Company will be able to successfully continue to conduct its operations if there is a lack of financial resources available in the future to continue its fuel development activities, and a failure to do so would have a material adverse effect on the Company’s future R&D activities, financial position, results of operations, and cash flows.

Also, the success of the Company’s operations is subject to other numerous contingencies, some of which are beyond management’s control.

These contingencies include general and regional economic conditions, contingent liabilities, potential competition with other nuclear fuel developers, including those entities developing accident tolerant fuels (ATFs), changes in government regulations, risks related to the R&D of our nuclear fuel, regulatory approval of the Company’s fuel, support for nuclear power, changes in accounting and taxation standards, inability to achieve overall short-term and long-term R&D milestones toward commercialization, future impairment charges to the Company’s assets, and global or regional catastrophic events.

The Company may also be subject to various additional political, economic, and other uncertainties.

The Company is engaged in significant R&D activities to advance its nuclear fuel technology at Idaho National Laboratory (INL).

For the year ended December 31, 2025, R&D expenses associated with activities conducted at INL accounted for approximately 31 % of the Company’s total R&D expenditure.

The Company currently primarily relies on INL for developing, testing and evaluating its nuclear fuel.

Any disruption in access to INL’s resources, including changes in government policies, facility downtime, regulatory constraints, or unforeseen operational challenges could have a material adverse effect on the Company’s current ability to advance its R&D activities.

Fair Value of Financial Instruments

The Company determined fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between unaffiliated market participants at the measurement date.

Accounting Standards Codification (ASC), Fair Value Measurement (ASC 820), established a fair value hierarchy that prioritizes the inputs used to measure fair value.

Assets and liabilities measured at fair value were categorized based on whether the inputs are observable in the market and the degree that the inputs are observable.

The Company determines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between unaffiliated market participants at the measurement date.

The Company has established a fair value hierarchy that prioritizes the inputs used to measure fair value.

Assets and liabilities measured at fair value are categorized based on whether the inputs are observable in the market and the degree that the inputs are observable.

The hierarchy gives the highest priority to active markets for identical assets and liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).

The categorization of financial instruments within the valuation hierarchy was based on the lowest level of input that is significant to the fair value measurement.

The categorization of financial instruments within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The three levels of the fair value hierarchy were as follows:

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Level 3 - Unobservable inputs that reflect management’s assumptions.

For disclosure purposes, assets and liabilities were classified in their entirety in the fair value hierarchy level based on the lowest level of input that was significant to the overall fair value measurement.

The Company’s assessment of the significance of a particular input to the fair value measurement required judgment and may have affected the placement within the fair value hierarchy levels.

The Company’s financial instruments consisted principally of cash and cash equivalents, accounts payable and accrued liabilities.

The carrying amounts of our financial instruments are considered to be a Level 1 measurement, because of the short-term nature of those instruments.

The following table summarize the valuation of the Company’s financial instruments that fall within the fair value hierarchy (in millions) at December 31, 2024:

Cash and cash equivalents

Accounts payable and accrued liabilities

The following table summarize the valuation of the Company’s financial instruments that fall within the fair value hierarchy (in millions) at December 31, 2023:

Cash and cash equivalents

Accounts payable and accrued liabilities

Certain Risks and Uncertainties

The Company will need additional funding and/or in-kind support via a combination of strategic alliances, government grants, further offerings of equity securities, or an offering of debt securities in order to support its future research and development (R&D) activities required to further enhance and complete the development and commercialization of its fuel products.

Also, the success of the Company’s operations will be subject to other numerous contingencies, some of which are beyond management’s control.

The Company may also be subject to various additional political, economic, and other uncertainties.

The Company is engaged in significant research and development (R&D) activities to advance its nuclear fuel technology at Idaho National Laboratory (INL).

For the year ended December 31, 2024, R&D expenses associated with activities conducted at the INL accounted for approximately 37 % of the Company’s total R&D expenditure.

The Company currently relies on INL for developing, testing and evaluating its nuclear fuel.

For disclosure purposes, assets and liabilities are classified in their entirety in the fair value hierarchy level based on the lowest level of input that was significant to the overall fair value measurement.

The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may have affected the placement within the fair value hierarchy levels.

Fair Value Measurements , to the Consolidated Financial Statements for further detail.

Cash and Cash Equivalents

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treasury bills.

It classified all highly liquid investments with original stated maturities of three months or less from date of purchase as cash equivalents and all highly liquid investments with stated maturities of greater than three months as marketable securities.

The Company held cash balances in excess of the federally insured limits of $ 250,000 .

The Company deemed this credit risk not to be significant as cash was held by two prominent financial institutions in 2024 and 2023.

Contributed Services - Research and Development

The Company was awarded a grant in 2021 from the United States Department of Energy (DOE), which represented contributed services to further the Company’s R&D activities.

The Company concluded that its government grants were not within the scope of ASC Topic 606, Revenue Recognition, as they did not meet the definition of a contract with a customer.

Additionally, the Company concluded that the grants met the definition of a contribution, as the grants were a non-reciprocal transaction.

As such, the Company determined that Subtopic 958-605, Not-for-Profit-Entities-Revenue Recognition (Subtopic 958-605), applied for these contributed services, even though the Company is a business entity, as guidance in the contributions received subsections of Subtopic 958-605 applies to all entities (not-for-profits and business entities).

Subtopic 958-605 required nonfinancial assets, which includes services, such as the R&D services provided under the Gateway for Accelerated Innovation in Nuclear (GAIN) vouchers, (totaled $ 0 and $ 31,000 for 2024 and 2023, respectively) be shown on a gross method at the fair value of the services contributed, with contributed services - research and development shown as other operating income and the related costs as a charge to R&D expense, rather than depicting contributed services - research and development as a reduction of R&D expense.

The fair value of contributed services was determined by the cost of professional time and materials, which were charged by the subcontractor who fulfilled the services contributed under the grant award.

The principal market used to arrive at fair value is the market in which the Company operates.

Costs for filing and legal fees for trademark applications were capitalized.

Trademarks were considered intangible assets with an indefinite useful life and therefore were not amortized.

The Company performed an impairment test in the fourth quarter or more frequently if events or circumstances indicate that an impairment loss may have been incurred.

For the fourth quarter 2024 test, the Company applied the accounting guidance which allowed the company to first assess qualitative factors to determine the extent of additional quantitative analysis, if any, that may have required to test trademarks for impairment.

Based on the qualitative assessments performed, the company concluded that it was more likely than not that the fair value of the Trademarks substantially exceeded its carrying value and therefore, further quantitative analysis was not required.

It classifies all highly liquid investments with original stated maturities of three months or less from date of purchase as cash equivalents and all highly liquid investments with stated maturities of greater than three months as marketable securities.

At December 31, 2025 and 2024, the Company held cash balances totaling $ 199.5 million and $ 39.7 million, respectively, in excess of the federally insured limits of $ 250,000 .

The Company deemed this credit risk not to be significant as cash was held by two prominent financial institutions during these periods.

Deferred Issuance Costs

The Company capitalizes incremental and direct costs incurred in connection with equity offerings, including legal, accounting, registration, and other professional fees.

These costs are recorded as prepaid assets until the related securities are issued.

Upon issuance, the deferred costs are charged against additional paid‑in capital on a pro‑rata basis in the period in which the shares are sold.

If an offering is abandoned, the related deferred costs are expensed in the period of termination.

Costs for filing and legal fees for trademark applications are capitalized.

Trademarks are considered intangible assets with an indefinite useful life and therefore are not amortized.

The Company performs an impairment test in the fourth quarter of each year or more frequently if events or circumstances indicate that an impairment loss may have been incurred.

For the fourth quarter of 2025, based on qualitative assessments performed, the Company concluded that it was more likely than not that the fair value of the Trademarks substantially exceeded its carrying value and therefore, further quantitative analysis was not required.

As a result, no impairment was recorded.

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The Company recognizes operating lease right of use assets and liabilities at commencement date based on the present value of the future minimum lease payments over the lease term.

Leases with an initial term of 12 months or less were not recorded on the consolidated balance sheet in accordance with the short-term lease recognition exemption.

The Company applied the practical expedient to not separate non-lease components for all leases that qualified.

Lease expense was recognized on a straight-line basis over the lease term.

The Company had only one lease for office rent and the lease was for a term of 12 months without renewal options.

Income taxes were accounted for using the asset and liability method.

Deferred tax assets and liabilities were recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of assets and liabilities and their respective tax bases, operating loss carryforwards, and tax credit carryforwards.

Deferred tax assets and liabilities were measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences were expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates was recognized in income in the period that included the enactment date.

In accordance ASC 740, Accounting for Income Taxes , the Company reflected in the financial statements the benefit of positions taken in a previously filed tax return or expected to be taken in a future tax return only when it was considered ‘more-likely-than-not’ that the position taken will be sustained on its technical merits by a taxing authority upon examination.

As of December 31, 2024 and 2023, the Company had no unrecognized income tax benefits and correspondingly there was no impact on the Company’s effective income tax rate associated with these items.

The Company’s policy for recording interest and penalties relating to uncertain income tax positions was to record them as a component of income tax expense in the accompanying consolidated statements of operations.

As of December 31, 2024 and 2023, the Company had no such accruals.

However, leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet in accordance with the short-term lease recognition exemption.

The Company also applies the practical expedient to not separate non-lease components for all leases that qualify.

The Company has only one short-term lease for office space for which lease expense is recognized on a straight-line basis over the lease term.

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.

Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse.

The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company recognizes deferred tax assets to the extent that we believe that these assets are more likely than not to be realized.

In making such a determination, it considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations.

If the Company determines that it would be able to realize its deferred tax assets in the future in excess of its net recorded amount, it would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

In July 2025, the One Big Beautiful Bill Act (the Act) was signed into law.

Among other provisions, the Act enacted new Section 174A of the Internal Revenue Code, which permanently allows an immediate deduction for domestic research and development expenditures for tax years beginning after December 31, 2024.

The Act also provides transition rules permitting taxpayers to deduct unamortized domestic R&E expenditures paid or incurred in 2022 through 2024.

As the Company maintains a full valuation allowance against its net deferred tax assets, the enactment of the Act did not have a material impact on the Company’s consolidated financial statements as of December 31, 2025.

The Company records uncertain tax positions in accordance with ASC 740, Accounting for Income Taxes, on the basis of a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

The Company recognizes interest and penalties related to unrecognized tax benefits, if any, on the income tax expense line in the accompanying consolidated statement of operations.

Research and Development Expenses

Research and development expenses were expensed when incurred.

Research and development expenses consisted primarily of wages and related payroll benefits, non-cash stock-based compensation, materials, R&D modeling computer hardware and software, testing, consulting, and other third-party research and development services, related to the development of the Company’s nuclear fuel.

Advanced payments for goods or services for future research and development activities were deferred and expensed as the goods were delivered or the related services were performed.

The Company conducts significant R&D activities related to the design, testing, and commercialization of its proprietary nuclear fuel technology.

R&D costs include salaries and benefits for R&D personnel, stock-based compensation, consulting and engineering services, materials consumed in R&D activities, facility and equipment usage costs, external testing and analysis, and certain travel expenses.

The Company also incurs costs for the purchase of a high-performance computer (HPC), development of specialized engineering models, computer simulations, and software code used solely to support specific R&D programs.

A significant portion of the Company’s R&D activities is conducted through third-party research institutions, national laboratories, and engineering service providers.

R&D costs are expensed as incurred.

Expenditures for materials, equipment, facilities, and software that are acquired or constructed for a particular R&D project and that have no alternative future use in other projects or operations are expensed in the period in which the costs are incurred (generally when paid).

However, third-party consulting or engineering services paid for in advance of performance are recorded as prepaid assets and recognized as R&D expense as the services are rendered.

Equipment or other assets acquired for R&D activities that have future alternative uses are capitalized and depreciated over their estimated useful lives in accordance with ASC 360, Property, Plant, and Equipment .

The Company does not currently have any assets acquired for R&D with future alternative use.

During the years ended December 31, 2025 and 2024, the Company incurred $ 9.2 million and $ 4.6 million, respectively, in R&D expenses.

Stock-Based Compensation

The stock-based compensation expense incurred by the Company for employees and directors in connection with its equity incentive plan was based on the employee model of ASC 718, Compensation—Stock Compensation , and the fair value of any stock options granted was measured at the grant date.

Options or common stock granted to consultants for services performed were accounted for in the same manner as options and stock issued to employees for services.

Awards with service-based vesting conditions only were expensed on a straight-line basis over the requisite service period of the award.

The Company used a Black-Scholes pricing model to determine the fair value of stock options on the measurement date of the grant for service-based vesting conditions.

Shares that were issued to employees upon exercise of the stock options or vesting of Restricted Stock Units (RSUs) or Restricted Stock Awards (RSAs) grants were issued net of the number of shares with a fair value equal to the amount required to satisfy applicable tax withholding requirements.

As a result, the actual number of shares issued with tax withholding obligations were fewer than the actual number of shares exercised under the stock option or on the vesting dates of RSU or RSA grants.

The Company granted RSAs, which was an award of common shares that have full voting rights and dividend rights (with dividends paid upon vesting of the RSA) but are restricted regarding the sale or transfer before vesting.

These restrictions lapse as the award vests.

The shares were forfeited and returned to the Company if they did not vest.

The RSAs were included in common stock issued and outstanding and were considered contingently issuable in the calculation of weighted-average shares outstanding for purposes of calculating earnings per share.

The consolidated statement of changes in stockholders’ equity showed the initial grant of RSAs as a reclassification from additional paid-in capital to common stock, with any compensation expense related to the RSAs included in stock-based compensation.

The cash flow impact is reflected within financing activities in the consolidated statements of cash flows.

The number of RSAs to be granted are determined by the closing stock price on the date of the RSAs grant.

Under ASC 718, the Company elected to account for forfeitures as they occur and recorded compensation cost assuming all option holders have completed the requisite service period.

If an employee forfeited an award because they failed to complete the requisite service period, the Company reversed compensation cost previously recognized in the period the award was forfeited.

Thus, the total cumulative amount of compensation cost recognized for an award was the same regardless of whether the Company elected to estimate forfeitures or accounted for forfeitures as they occurred.

Comprehensive Loss

Comprehensive loss was defined as a change in equity of a business enterprise during a period resulting from transactions from non-owner sources.

There have been no items qualifying as other comprehensive loss and, therefore, for all periods presented, the Company's comprehensive loss was the same as its reported net loss.

The Company grants options to purchase shares of the Company’s common stock, common stock awards, restricted stock awards (RSAs), and performance-based restricted stock awards (PSAs) to employees and directors.

The Company also grants stock-based awards or common stock to consultants for services performed, which are accounted for in the same manner as stock-based awards and common stock issued to employees.

Stock-based compensation expense is based on the fair value of the awards measured at their grant dates.

The Company uses a Black-Scholes pricing model to determine the fair value of stock options, as further described in Note 8.

Stock-Based Compensation , to the Consolidated Financial Statements.

For common stock awards, RSAs and PSAs, the fair value of the awards is based on the fair value of the Company’s common stock on the date of grant.

The Company has elected to account for forfeitures as they occur and has recorded compensation cost assuming all option holders will have completed the requisite service period.

If an employee forfeits an award because they fail to complete the requisite service period, the Company reverses compensation expense previously recognized in the period the award was forfeited.

Awards with service-based vesting conditions only are expensed on a straight-line basis over the requisite service period of the award.

Awards with performance-based vesting conditions are assessed each reporting period and expensed using a graded attribution method through the estimated date of achievement, only when achievement of the performance-based condition is deemed probable.

If achievement of the performance-based condition is no longer probable, previously recorded compensation expense is reversed.

Stock-based compensation expense is allocated to G&A or R&D in the Consolidated Statement of Operations based on the proportion of participant hours recorded to each function.

Shares that are issued to employees upon the exercise of stock options or upon the vesting of RSAs and PSAs are issued net of the number of shares with a fair value equal to the amount required to satisfy applicable tax withholding requirements.

As a result, the actual number of shares issued with tax withholding obligations are less than the actual number of shares exercised under the stock option or vested under the RSA or PSA.

The Company uses a “net settlement” approach for settling restricted stock awards.

Under a “net settlement” approach, the Company withholds shares equal in value to the statutory withholding obligations and pays the tax withholding amount from its own cash reserves.

The tax payment under the “net settlement” approach is reflected as a financing activity on the Consolidated Statements of Cash Flows.

The shares withheld become available for reissuance under the related stock incentive plan.

Related Party Transactions

Related party transactions are approved by the Board of Directors or designated committee.

During 2025 and 2024, the cash retainers paid to one independent director totaling $ 70,000 and $ 65,000 , respectively, were paid to an entity controlled by such director, at the director’s election.

The terms and conditions of this cash payment were the same as quarterly retainer fees paid to the other independent directors.

Recent Adopted Pronouncements

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (ASU 2023-07), which expanded on the required disclosure of incremental segment information.

The new guidance was effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted this ASU on January 1, 2024.

This ASU resulted in additional disclosures upon adoption.

In August 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity’s Own Equity (Subtopic 815-40), which simplified the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity.

This ASU (1) simplified the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt:

Debt with Conversion and Other Options , that required entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock;

(2) revised the scope exception from derivative accounting in Subtopic 815-40 for freestanding financial instruments and embedded features that were both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification;

and (3) revised the guidance in ASC 260, Earnings Per Share , to require entities to calculate diluted earnings per share for convertible instruments by using the if-converted method.

ASU 2020-06 was effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

Early adoption was permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.

Adoption was either through a modified retrospective method or a full retrospective method of transition.

The Company adopted this guidance on January 1, 2024 and the adoption did not have a material impact on its results of operations, financial position, and disclosures because the Company did not have any transactions or instruments to which this standard applied.

If in the future the Company issued new convertible debt, warrants or other instruments, the standard may have a material effect, but it cannot be determined at this time.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU No.

Income Tax Disclosures

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU 2023-09), which modified the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign).

ASU 2023-09 also required entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes.

The guidance was effective for annual periods beginning after December 15, 2024.

Early adoption was permitted for annual financial statements that have not yet been issued or made available for issuance.

ASU 2023-09 should be applied on a prospective basis, but retrospective application was permitted.

The Company does not expect this guidance to have a material impact on its consolidated financial statements and related disclosures upon adoption.

Improvements to Income Tax Disclosures , which focuses on the rate reconciliation and income taxes paid (ASU 2023-09).

ASU 2023-09 requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold equal to or greater than 5% of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate.

In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign taxes and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received.

The Company has adopted ASU 2023-09 for the year ended December 31, 2025 and has retrospectively adjusted disclosures for the year ended December 31, 2025.

Otherwise, the adoption of ASU 2023-09 had no impact on the Company’s consolidated balance sheets, statements of operations, or statements of cash flows.

Recent Accounting Pronouncements

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No.

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The Company has evaluated other recently issued, but not yet effective, accounting standards that have been issued or proposed by the FASB or other standards-setting bodies through the filing date of these consolidated financial statements and does not believe the future adoption of any such standards will have a material impact on the consolidated financial statements and related disclosures.

Net Loss Per Share

Basic net loss per share was computed using the weighted-average number of common shares outstanding during the reporting period, except that it did not include unvested common shares subject to repurchase or cancellation.

Diluted net loss per share was computed using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period.

Potential common shares consisted of the incremental common shares issuable upon the exercise of stock options.

For the years ended December 31, 2024 and 2023, there was no difference in the number of shares used to calculate basic and diluted shares outstanding as the inclusion of the potentially dilutive securities would be antidilutive.

The outstanding securities in the table below have been excluded from the computation of diluted weighted shares outstanding for the years noted below, as they would have been anti-dilutive due to the Company’s losses at December 31, 2024 and 2023 and also because the exercise price of certain of these outstanding securities was greater than the average closing price of the Company’s common stock.

Stock options outstanding

Restricted stock awards outstanding

Prepaid Project Costs and Other Long-term Assets

In 2022, the Company entered into two agreements with Idaho National Laboratory (INL), in collaboration with the DOE, to support the development of Lightbridge Fuel™.

At the time of signing, the Company made advanced payments for future project work totaling $ 0.4 million to Battelle Energy Alliance, LLC (BEA), DOE’s operating contractor for INL.

In May 2023, the Company and INL modified the agreements to extend the contract term to May 2029, aligning it with the duration of the irradiation testing and increasing the advanced payments by $ 0.1 million to $ 0.5 million.

The prepaid project costs were $ 0.5 million as of both December 31, 2024 and 2023, recorded under Other Assets - Prepaid project costs and other long-term assets on the accompanying consolidated balance sheets.

Fair Value Measurements

The Company’s financial instruments consist principally of cash and cash equivalents, accounts payable and accrued liabilities.

The carrying amounts of cash, accounts payable, and accrued liabilities are considered to be a Level 1 measurement, because of the short-term nature of those instruments.

Cash equivalents are primarily composed of U.S.

Treasury instruments having maturity dates of 30-90 days.

At December 31, 2025, the Company held US.

Treasury bills with an amortized cost basis of $2.0 million on its balance sheet.

The Company did not hold any cash equivalents at December 31, 2024.

The Company reviewed its U.S.

treasury instruments held at the end of each reporting period to determine whether the securities were of the most recent issuance of that security with the same maturity (referred to as “on-the-run,” which is the most liquid version of the maturity band).

treasury instrument held at the end of the reporting period is from the most recent issuance it is classified as Level 1.

Otherwise, it is referred to as “off-the-run” and is classified as Level 2.

As of December 31, 2025, the Company held $2.0 million in fair value of U.S.

treasury bills classified as Level 2.

The following table summarizes the valuation of the Company’s cash equivalents within the fair value hierarchy (in millions) at December 31, 2025:

Cash equivalents

Prepaid and Other Assets

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

Under these agreements, as modified from time to time, the Company may make advance payments to support specific contracted project work.

These advance payments are recorded as prepaid assets on the balance sheet, and classified as short-term or long-term, depending on the associated performance period remaining.

As of December 31, 2025, $ 0.1 million in advance payments were reported in prepaid expenses and other current assets on the Consolidated Balance Sheet.

No advance payments were classified as short-term as of December 31, 2024.

As of December 31, 2025 and 2024, $ 1.1 million and $ 0.5 million, respectively, in advance payments were reported as prepaid project costs and other long-term assets on the Consolidated Balance Sheet.

Accounts Payable and Accrued Liabilities

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Accrued research and development expenses

Accrued accounting and consulting expenses

Accrued legal and consulting expenses

Commitments and Contingencies

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 2024 total approximately $ 0.1 million.

Total rent expense for the year ended December 31, 2024 and 2023 was approximately $ 0.1 million.

Research and Development Expenses

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

These framework agreements use an innovative structure that consists of an “umbrella” SPPA and an “umbrella” CRADA, with an initial duration of seven years.

Throughout the duration of these umbrella agreements, all R&D work contracted with BEA is through the issuance of Project Task Statements (PTS).

The initial phase of work under the two agreements is expected to culminate in future irradiation testing in the INL Advanced Test Reactor of fuel samples using enriched uranium supplied by the DOE.

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

Data gathered during future post-irradiation examination work are expected to support fuel performance modeling and regulatory licensing efforts for the commercial deployment of Lightbridge Fuel™.

For the year ended December 31, 2024 and 2023, the Company recorded $ 1.7 million and $ 0.8 million in R&D expenses associated with INL, respectively.

Romania Feasibility Study

On October 16, 2023, the Company engaged RATEN ICN in Romania to perform an engineering study to assess the compatibility and suitability of Lightbridge Fuel™ for use in Canada Deuterium Uranium (CANDU) reactors.

The total price of approximately $ 0.2 million was payable in three installments, including an advance payment of $ 0.1 million and an interim milestone payment and final payment totaling approximately $ 0.1 million.

For the year ended December 31, 2024 and 2023, the Company recorded $ 0.2 million and $ 27,000 , respectively in R&D expenses associated with RATEN ICN feasibility study.

The Company made its final payment in December 2024 and has no further obligations under the agreement.

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

On December 5, 2023, the Company entered into an agreement with Centrus Energy to conduct a front-end engineering and design (FEED) study to evaluate deployment of a Lightbridge Pilot Fuel Fabrication Facility (LPFFF) at the American Centrifuge Plant in Piketon, Ohio.

For the year ended December 31, 2024 and 2023, the Company recorded $ 0.3 million and $ 23,400 , respectively in R&D expenses associated with this FEED study and has no further payment obligations.

The Company’s ability to utilize its net operating loss (NOL) carryforwards may be substantially limited due to ownership changes that have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the Code), as well as similar state provisions.

These ownership changes may limit the amount of NOL carryforwards that can be utilized annually to offset future taxable income and tax, respectively.

In general, an “ownership change,” as defined by Section 382 of the Code, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percent of the outstanding stock of a company by certain stockholders or public groups.

During the course of preparing the Company’s consolidated financial statements, as of and for the year ended December 31, 2024, the Company completed a preliminary assessment of the available NOL carryforwards under Section 382 of the Code.

The Company determined that it likely had undergone multiple ownership changes from 2009 to 2024 as defined under Section 382.

As a result of these identified ownership changes, the portion of NOL carryforwards attributable to the pre-ownership change periods are subject to a substantial annual limitation under Section 382 of the Code.

A conclusive Section 382 study had not been performed for December 31, 2024 due to the Company’s current projections of the lack of taxable income for the foreseeable future.

NOLs created in years beginning after 2017 now only offset 80% of taxable income but no longer have a 20-year expiration.

The 2024 and 2023 annual effective tax rate was estimated to be 25 % for the combined U.S.

federal and state statutory tax rates.

The Company reviews tax uncertainties in light of changing facts and circumstances and adjusts them accordingly.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities recognized for financial reporting, and the amounts recognized for income tax purposes.

The significant components of deferred tax assets (at an approximate 25 % total effective tax rate, consisting of a 21 % effective tax rate for Federal and a 4 % effective tax rate for the state) as of December 31, 2024 and 2023, respectively, are as follows.

Book income at federal statutory rate, 21%

State taxes, net of federal benefit

The Company has entered into initial project task statements (PTS) with BEA related to R&D work being conducted under the Strategic Partnership Project Agreement (SPPA) and Cooperative Research and Development Agreement (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.

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 PTS and any subsequent modification to the PTS.

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 components of net loss before income tax expense are as follows (in thousands):

Year Ended December 31

The Company has not recorded a provision for federal or state income taxes during the years ended December 31, 2025 and 2024, as the Company incurred operating losses and maintains a full valuation allowance against its net deferred tax assets.

The reconciliation of the Company’s statutory tax rate and effective tax rate is as follows (in thousands):

Year Ended December 31,

Pretax Income (Loss)

US Federal Statutory Tax Rate

Change in valuation allowance

Permanent difference

True-Ups, Stock-based compensation and Other

Deferred tax assets consisted of the following (rounded in millions):

Non-taxable or Non-deductible Items:

Stock-based Compensation

Total Income Tax Expense

The components of the Company’s deferred tax assets and liabilities are as follows (in thousands):

Deferred tax assets:

Stock-based compensation

Patent impairment provision

Net operating loss carry-forwards

Net operating loss carryforwards

Research and development expenses - capitalized for tax purposes

Accruals and other assets

Research and development tax credits

Total deferred tax asset

Total deferred tax assets before valuation allowance

valuation allowance

Net deferred tax asset

The Company has NOL carryforwards for federal and state tax purposes of approximately $ 71.8 million at December 31, 2024 and $ 60 million at December 31, 2023, that is potentially available to offset future taxable income.

There were no deferred tax liabilities at December 31, 2024 and 2023.

As of December 31, 2024 and 2023, the Company had federal research and development credit carry-forwards of approximately $ 0.3 million.

The federal research and development credit carry-forwards have a 20-year carry-forward period and expire from 2036 to 2040 .

The Company’s NOL carryforwards included the NOL from 2018 (post-2017) to current reporting year and all have an unlimited carryforward period.

For financial reporting purposes, no deferred tax asset was recognized because as of December 31, 2024 and 2023, management currently estimates that it is more likely than not that substantially all the deferred tax assets, the majority of which are NOLs, will be unused.

The increase in the total valuation allowance for the years ended December 31, 2024 and 2023 was approximately $ 0.7 million and $ 2.0 million, respectively.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the years in which those temporary differences are deductible.

Any unused annual limitation may be carried over to later years, and the amount of the limitation may under certain circumstances be increased by the built-in gains in assets held by us at the time of the change that are recognized in the five-year period after the change.

The reconciliation between income taxes (benefit) at the U.S.

and State statutory combined tax rates of approximately 25% and the amount recorded in the accompanying consolidated financial statements is as follows (rounded in millions):

Tax benefit at U.S.

federal statutory rates

Tax benefit at state statutory rates

Increase in valuation allowance

Total provision for income tax benefit

Uncertain Tax Positions

We file income tax returns in the U.S.

federal jurisdiction and State of Idaho, New York and Virginia.

The tax years 2021 through 2023 remain subject to examination by the appropriate governmental agencies.

At December 31, 2024 and 2023, the Company had no unrecognized tax benefits.

As of December 31, 2024 and 2023, there were no tax contingencies or unrecognized tax positions recorded.

As of December 31, 2024 and 2023, we did not accrue interest and penalties.

Stockholders’ Equity and Stock-Based Compensation

At December 31, 2024, the Company had 18,783,912 common shares outstanding (including outstanding RSAs totaling 781,864 shares).

Also outstanding were stock options relating to 464,940 shares of common stock (of which 445,275 stock options were vested), all totaling 19,248,852 shares of common stock and all common stock equivalents, outstanding as of December 31, 2024.

At December 31, 2023, the Company had 13,698,274 common shares outstanding (including outstanding RSAs totaling 557,688 shares).

Also outstanding were stock options relating to 510,787 shares of common stock (of which 498,177 stock options were vested), all totaling 14,209,061 shares of common stock and all common stock equivalents, outstanding at December 31, 2023.

Net deferred tax asset (liabilities)

As of December 31, 2025, the Company had $ 89.5 million of U.S.

federal net operating loss carryforwards, all of which have an unlimited carryforward period.

As of December 31, 2025, the Company had $ 81.3 million of state net operating loss carryforwards, which includes $0.2 million that begin to expire at various dates from 2043 through 2045 and $81.1 million that have an unlimited carryforward period .

As of December 31, 2025, the Company had $ 0.3 million of U.S.

federal research and development tax credits that expire in 2036 through 2040 .

The future realization of the tax benefits from existing temporary differences and tax attributes ultimately depends on the existence of sufficient taxable income.

The Company assesses the realizability of its deferred tax assets at each balance sheet date.

In assessing the realization of its deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company considers the projected future taxable income, expected reversal of existing deferred tax liabilities, and tax planning strategies in making this assessment.

After consideration of all available evidence, both positive and negative, the Company determined that it is not more likely than not that its net deferred tax assets will be realized in the foreseeable future.

As a result, the Company increased its valuation allowance by $ 4.2 million as of December 31, 2025.

The future realization of the Company’s net operating loss carryforwards and other tax attributes may also be limited by the change in ownership rules under the U.S.

Internal Revenue Code (the Code) Section 382.

Under Section 382, if a corporation undergoes an ownership change, the corporation’s ability to utilize its net operating loss carryforwards and other tax attributes to offset income may be limited.

The Company has not completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes.

The Company records uncertain tax positions as liabilities in accordance with ASC 740-10, Income Taxes , and adjusts these liabilities when judgment changes as a result of the evaluation of new information not previously available.

Since there is complexity in some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the unrecognized tax benefit liabilities.

These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available.

The Company files income tax returns in the U.S.

where it is subject to tax examination by U.S.

federal and state tax authorities.

The Company is not currently under examination for income taxes and is not aware of any issues under review that could result in significant payments, accruals or material deviation from its tax positions.

To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by local tax authorities to the extent utilized in a future period.

The statute of limitations for the Company has expired for tax years prior to 2022.

As of December 31, 2025, the Company has not recorded an unrecognized tax benefit.

As of December 31, 2025, the Company has not recorded any accrued interest and penalties.

For the years ended December 31, 2025 and 2024 there were no income taxes paid (net of refunds received).

Stockholders’ Equity

On May 8, 2025, the Company held the 2025 annual meeting of stockholders at which the Company’s stockholders approved an increase in the number of authorized shares of common stock from 25,000,000 shares to 100,000,000 shares.

The increase became effective upon the filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of Nevada on May 8, 2025.

At December 31, 2025 and 2024, the Company had 33,407,495 and 18,783,912 common shares outstanding, respectively (including outstanding RSAs and PSAs totaling 2,090,946 and 781,864 shares, respectively).

No preferred shares were outstanding at December 31, 2025 and 2024.

Issuance and Redemption of Series X Preferred Stock

During 2025, the Company issued and subsequently redeemed one share of a Series X of preferred stock for nominal consideration.

The transaction did not have a material impact on the Company’s consolidated financial statements.

Common Stock Equity Offerings

At-the-Market (ATM) Offerings

On May 28, 2019, the Company entered into an at-the-market equity offering sales agreement with Stifel, Nicolaus & Company, Incorporated (Stifel), which was amended on April 9, 2021 and May 8, 2024 (the ATM Agreement), pursuant to which the Company may issue and sell shares of its common stock from time to time through Stifel as the Company’s sales agent.

Under this amended agreement, the Company pays Stifel a commission equal to 3.0% of the aggregate gross proceeds of any sales of common stock under the agreement.

The offering of common stock pursuant to this agreement can be terminated with 10 days written notice by either party .

Sales of the Company’s common stock through Stifel, if any, will be made by any method that is deemed to be an “at-the-market” equity offering as defined in Rule 415 promulgated under the Securities Act of 1933.

The Company 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, the Company filed a prospectus supplement, which was further supplemented on July 19, 2024 and August 9, 2024 (collectively, the “First Prospectus Supplement”), pursuant to which the Company 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.

The Company exhausted all sales under the First Prospectus Supplement .

On November 22, 2024, the Company filed a prospectus supplement (the “Second Prospectus Supplement”) to which the Company 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.

The Company has entered into sales agreements with agents pursuant to which the Company may issue and sell shares of its common stock in “at-the-market” (ATM) equity offerings as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.

The Company records its ATM sales on a settlement date basis.

The Company sold 4,547,207 shares under the ATM for the year ended December 31, 2024 resulting in net proceeds of $ 21.4 million (stock issuance costs were $ 1.1 million).

The Company sold 1,492,148 shares under the ATM for the year ended December 31, 2023 resulting in net proceeds of $ 6.4 million (stock issuance costs were $ 0.4 million).

The sales commissions and expenses related to each ATM program are considered direct and incremental costs and are charged against “Additional paid-in capital” on the Consolidated Balance Sheet in the period in which the corresponding shares are issued and sold.

Sales Agreement with Stifel, Nicolaus & Company, Incorporated (Stifel)

On May 28, 2019, the Company entered into an at-the-market equity offering sales agreement with Stifel, which was amended on April 9, 2021 and May 8, 2024 (the Stifel ATM Agreement), pursuant to which the Company may issue and sell shares of its common stock from time to time through Stifel as the Company’s sales agent.

Under this amended agreement, the Company paid Stifel a commission equal to 3.0% of the aggregate gross proceeds of any sales of common stock under the agreement .

The Company exhausted all sales under both prospectus supplements during 2025, issuing 4,261,384 shares of common stock for $ 36.4 million in net proceeds, less commissions and expenses.

The Company sold 4,547,207 shares under the Stifel ATM Agreement for the year ended December 31, 2024 resulting in net proceeds (less sales commissions and expenses) of $ 21.4 million.

The Stifel ATM Agreement was terminated on May 30, 2025.

Sales Agreement with Jefferies, LLC (Jefferies)

On May 23, 2025, the Company filed a shelf registration statement on Form S-3, 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.

Under the Jefferies ATM Agreement, the Company pays Jefferies a commission equal to 3.0% of the aggregate gross proceeds of any sales of common stock under the agreement .

On September 26, 2025, the Company filed a prospectus supplement to the base prospectus forming a part of the Company’s shelf registration statement registering an additional $ 75.0 million of common stock for sale under the Jefferies ATM Agreement.

On November 28, 2025, the Company filed a new automatic shelf registration statement on Form S-3, which included a new prospectus supplement (the November 2025 Prospectus Supplement) pursuant to which the Company may issue and sell from time to time an additional $ 150 million of its shares of common stock under the Jefferies ATM Agreement.

During 2025, the Company sold and issued 8,334,211 shares of common stock for $ 139.6 million in net proceeds (less sales commissions and expenses), under the Jefferies ATM Agreement pursuant to these shelf registration statements and related prospectuses and prospectus supplements.

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

The Company sold an aggregate of 12,595,595 shares under the ATM agreements with Stifel and with Jefferies for the year ended December 31, 2025, resulting in aggregate net proceeds of $ 176.0 million.

The Company sold 4,547,207 shares under the ATM agreement with Stifel for the year ended December 31, 2024 resulting in net proceeds of $ 21.4 million.

Stock-Based Compensation

Amendment to 2020 Omnibus Incentive Plan

On March 9, 2020, the Board of Directors adopted the Company’s 2020 Omnibus Incentive Plan (2020 Plan).

On September 3, 2020, the shareholders approved the 2020 Plan to authorize grants of the following types of awards:

(a) Options, (b) Stock Appreciation Rights, (c) Restricted Stock and Restricted Stock Units, and (d) Other Stock-Based and Cash-Based Awards.

On February 27, 2024, the Board of Directors approved an increase of 700,000 shares to the authorized number of shares under the 2020 Plan, increasing the total authorized number of shares from 1,800,000 shares to 2,500,000 shares .

This increase was approved by the stockholders at the shareholders’ annual meeting on April 19, 2024.

The total number of shares of common stock available for issuance under the 2020 Plan was 2,500,000 shares with 1,073,914 shares available for future issuance at December 31, 2024.

2020 Omnibus Incentive Plan

The Company maintains the 2020 Omnibus Incentive Plan (the 2020 Plan), under which eligible participants may be awarded various types of stock-based compensation, including stock options, restricted stock awards, and other stock-based and cash-based awards.

On April 19, 2024 and May 8, 2025, the shareholders approved increases of 700,000 and 2,500,000 shares, respectively, to the authorized number of shares under the 2020 Plan, bringing the total authorized shares for issuance to 5,000,000 .

As of December 31, 2025, there were 1,825,729 shares of common stock reserved and available for issuance under the 2020 Plan.

Any shares issued under the 2020 Plan may consist in whole or in part of authorized but unissued shares or treasury shares.

Stock Options

Stock options granted under the 2020 Plan must have an exercise price equal to at least the fair market value of the Company’s common stock on the date of grant, become exercisable as established by the Board of Directors or the Compensation Committee, and expire no later than 10 years following the date of grant.

The Company recognizes stock-based compensation expense associated with such stock option awards on a straight-line basis over the award’s requisite service period, which is generally 3 years for employees and directors, or upon grant for certain consultants with immediate vesting (unless accelerated in connection with a change in control event under specified conditions as set forth in accordance with provisions of the 2020 Plan).

Stock options issued to the Company’s employees, directors and consultants are summarized as follows for the year ended December 31, 2025:

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Weighted Average Exercise Price

Weighted-Average

Outstanding, December 31, 2024

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Options exercisable, December 31, 2025

During the year ended December 31, 2024, the Company received approximately $ 42,000 of net proceeds from the exercise of 10,974 stock options.

During the year ended December 31, 2024, the Company issued 71,330 stock options to two consultants.

These options were assigned a fair value of $ 1.19 per share (total fair value of $ 85,000 ).

During the year ended December 31, 2023, the Company issued 35,482 stock options to two consultants.

These options were assigned a fair value of $ 1.77 per share (total fair value of $ 42,800 ).

Net proceeds received from the exercise of stock options are presented as financing activities in the Company’s Statement of Cash Flows.

During the year ended December 31, 2025, the Company received approximately $ 2.4 million of net proceeds from the exercise of stock options.

Net proceeds from the exercise of stock options in 2024 were not material.

The weighted-average grant-date fair value per share of the stock options granted for the years ended December 31, 2025 and 2024, was $ 6.85 and $ 2.91 , respectively.

The fair value was determined using the Black-Scholes pricing model.

For expected volatility, the Company concluded that the historical volatility over the option’s expected holding term provided the most reasonable basis for this estimate.

The fair value was determined using the Black-Scholes pricing model, which requires the input of certain assumptions, including the expected term, expected stock price volatility, risk free interest rate, and expected dividend yield.

The Company estimates the term over which participants are expected to hold their awards by using the simplified method allowed for “plain-vanilla” stock options.

For expected volatility, the Company concluded that historical volatility using a simple average calculation over the award’s expected holding term was appropriate, given insufficient or unreliable implied volatility estimates.

For the risk-free interest rate, the Company used U.S.

Treasury Note rates, which mature at approximately the same time as the option’s expected holding term or option life determined by using the simplified method.

The Company recognized forfeitures of equity-based awards as a reduction to compensation costs in the period in which they occur.

Treasury Note rates maturing at approximately the same time as the award’s expected term.

The expected dividend yield is zero, as the Company has not, and does not intend to, declare dividends in the foreseeable future.

The following assumptions were used in the Black-Scholes pricing model to determine the fair value of stock options granted during the years ended December 31, 2025 and 2024:

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Dividend yield rate

Expected life

Weighted average years

Closing price per share - common stock

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$ 2.49 - $ 2.62

The intrinsic value is calculated as the difference between the fair value of the Company's common stock and the exercise price of the stock options.

The fair value of the Company's common stock was $ 4.73 and $ 3.21 per share at December 31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, total unrecognized compensation cost related to option awards was $ 41,600 , which is expected to be recognized over a remaining weighted-average vesting period of 2.06 years.

Consultants’ Stock Issuances

For the year ended December 31, 2024 and 2023, the Company issued 18,201 shares (with stock prices ranging from $ 3.00 to $ 4.00 per share with a weighted average stock price of $ 3.30 per share) and 13,325 shares (with stock prices ranging from $ 4.00 to $ 5.82 per share) of common stock, respectively, to its investor relations firm for services provided during the period, recorded to general and administrative expenses.

These shares vested immediately upon issuance.

The expense recorded for these share issuances was $15,000 for each quarter with a weighted average grant date fair value of $ 3.30 per share in 2024 and $ 4.50 per share in 2023, respectively.

The shares were valued based on the closing market price of the Company’s common stock on the date of grant.

On August 19, 2024, the Board of Directors approved an equity grant valued at $ 180,000 to a consulting and investment research firm, for corporate advisory services to be provided over a twelve-month period, and preparation and dissemination of a report regarding the Company, which resulted in issuing the consultant 71,713 shares of common stock on the grant date, valued at $ 2.51 per share.

These shares vested immediately upon issuance and are not forfeitable.

The compensation cost of $ 180,000 is recognized on a straight-line basis over the requisite service period.

Approximately $ 66,000 was recorded as consulting expense for the year ended December 31, 2024.

As of December 31, 2024, the unrecognized compensation cost of approximately $ 114,000 was recorded under Prepaid expenses and other current assets on the accompanying consolidated balance sheet, which is expected to be recognized over a remaining service period of 0.6 years.

Director Compensation – Equity-Settled Awards

On December 4, 2024, the Board of Directors approved an equity grant valued at $ 500,000 in total to its five directors for the service period and year ended December 31, 2024, which resulted in granting a total of 85,915 shares of common stock, valued on the grant date at $ 5.82 per share, with a scheduled share release date on January 2, 2025.

On November 20, 2023, the Board of Directors approved an equity grant valued at $ 240,000 in total to its six directors for the service period and year ended December 31, 2023, which resulted in granting a total of 60,456 shares of common stock, valued on the grant date at $ 3.97 per share, with the shares issued in January 2024.

As a result, the fair value of the stock awards was measured on the grant date and recorded as an increase to stock-based compensation expense and additional paid-in capital in 2024.

The fair value of the shares granted was determined based on the closing market price of the Company's common stock on the grant date.

An aggregate of 19,000 and 64,275 stock options, each with an aggregate grant date fair value of $0.1 million, vested during the years ended December 31, 2025 and 2024, respectively.

For each of the years ended December 31, 2025 and 2024, the Company recognized approximately $ 0.1 million in stock-based compensation expense from stock options.

As of December 31, 2025, total unrecognized compensation cost related to option awards was not material.

Common Stock Awards

From time to time, the Company grants equity in the form of common stock issuances to certain consultants and to members of its Board of Directors.

The fair value of the shares issued is valued based on the closing market price of the Company’s stock on the date of grant.

Stock-based compensation is generally recognized over the respective service period (generally one year) on a straight-lined basis, or immediately for services already rendered.

During the years ended December 31, 2025 and 2024, the Company awarded 26,837 common shares and 89,914 common shares, respectively, to consultants at a weighted average fair value of $ 13.41 per share and $ 2.67 per share, respectively.

These shares were issued and are not forfeitable.

The aggregate grant date fair value of these awards was $ 0.4 million and $ 0.2 million during the years ended December 31, 2025 and 2024, respectively, but may in part relate to future services.

During December 31, 2025 and 2024, the Company recognized $ 0.3 million and $ 0.1 million, respectively, in stock-based compensation expense related to these equity awards.

As of December 31, 2025, approximately $ 0.2 million was recorded under “Prepaid Expense and other current assets” on the Consolidated Balance Sheet and is expected to be recognized over a remaining service period of 0.7 years.

During the year ended December 31, 2024, the Company awarded 85,915 shares of common stock to its directors at a weighted average fair value of $ 5.82 per share.

These shares vested immediately, with an aggregate grant date fair value of $ 0.5 million vested during the year ended December 31, 2024.

During the year ended December 31, 2024, the Company recognized $ 0.5 million in stock-based compensation related to these director equity awards.

The shares awarded to the directors for the year ended December 31, 2024 were settled in January 2025 and reflected under the year ended December 31, 2025 in the Company’s Statement of Stockholders’ Equity.

No shares of common stock were awarded to directors during the year ended December 31, 2025.

Restricted Stock Awards

The following summarizes the Company’s restricted stock award activity and the RSA outstanding:

A restricted stock award (RSA) is an award of the Company’s common stock that is legally issued and outstanding.

However, it is subject to time-based restrictions on transfer and unvested portions are generally subject to a risk of forfeiture if the award recipient ceases providing services to the Company prior to the lapse of the restrictions or, in the case of performance-based restricted stock awards (PSAs, as separately disclosed further below), if certain performance conditions are not met.

Stock-based compensation expense related to RSAs is based on the closing market price of the Company’s common stock on the date of grant.

The Company recognizes stock-based compensation expense associated with RSAs with only service conditions on a straight-line basis over the award’s requisite service period, which is generally 3 years (unless accelerated in connection with a change in control event under specified conditions as set forth in accordance with provisions of the 2020 Plan).

The following summarizes the Company’s RSA activity (limited to those with only service conditions) for the year ended December 31, 2025:

Weighted Average Grant Date Fair Value

Outstanding, December 31, 2024

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Outstanding, December 31, 2025

The intrinsic value was calculated as the fair value of the Company's common stock.

The fair value of the Company's common stock was $ 4.73 and $ 3.21 per share at December 31, 2024 and 2023, respectively.

The fair value of the RSAs vested in 2024 and 2023 was $ 1.4 million and $ 0.6 million, respectively.

As of December 31, 2024, all the outstanding restricted stock awards are unvested.

As of December 31, 2024, total unrecognized compensation cost related to restricted stock awards was $ 3.9 million, which is expected to be recognized over a remaining weighted-average vesting period of 2.50 years.

2024 Transactions

In 2024, a total of 253,425 RSAs vested.

These RSAs vest annually with a three-year straight line vesting period.

The Company withheld 100,514 shares to make payments for withholding taxes of $0.4 million on these vested shares, resulting in the issuance of 152,911 net shares to its employees and consultants .

The common shares withheld became available for reissuance under the 2020 Plan.

On December 4, 2024, the Board of Directors approved an RSA equity grant of approximately $ 2.8 million, which equated to 484,269 RSAs granted to all of its employees and two consultants, valued at the closing market price of the Company’s stock on the grant date of $ 5.82 per share.

These RSAs awards vest annually in three equal installments on the grant date anniversary.

2023 Transactions

On May 3, 2023, the Board of Directors approved a RSA equity grant valued at $ 120,000 to one new officer of the Company, which resulted in the issuance of a total of 35,088 shares of common stock to the new officer, valued on the grant date at $ 3.42 per share and issued on May 3, 2023.

These RSAs vest annually in equal installments over three years.

These 35,088 shares were included in the total outstanding common shares at December 31, 2023 and compensation expense will be recognized straight line over the three-year vesting period .

On November 20, 2023, the Board of Directors approved a RSA equity grant of approximately $ 1.1 million, which equated to 266,011 RSAs granted to all of its employees and two consultants, valued at the closing market price of the Company’s stock on the grant date of $ 3.97 per share.

These RSAs awards vest annually in three equal installments on the grant date anniversary.

In 2023, a total of 159,727 RSAs vested.

These RSAs vest annually with a three-year straight line vesting period.

The Company withheld 60,600 shares to make payments for withholding taxes of $0.2 million on these vested shares, resulting in the issuance of 99,127 net shares to its employees and consultants .

The common shares withheld became available for reissuance under the 2020 Plan.

RSA Summary – 2024 and 2023

As of December 31, 2024 and 2023, there were 781,864 shares and 557,688 shares of RSAs included in the total issued and outstanding common stock, respectively.

The weighted-average grant-date fair value per share of RSAs granted for the years ended December 31, 2025 and 2024 was $ 14.75 and $ 5.82 , respectively.

Compensation expense is recognized in a straight line over the three-year vesting period.

A total of $ 1.4 million and $ 1.2 million of compensation expense was recorded for the years ended December 31, 2024 and 2023, respectively, for the RSAs.

During the year ended December 31, 2025, 461,075 RSAs with an aggregate fair value of $ 6.5 million vested, and the Company withheld 149,025 shares to satisfy tax obligations, resulting in 312,050 net shares issued.

During the year ended December 31, 2024, 253,425 RSAs with an aggregate fair value of $ 1.4 million vested, and the Company withheld 100,514 shares to satisfy tax obligations, resulting in 152,911 net shares issued.

In March 2025, the Company accelerated the vesting of 70,710 RSAs in connection with a separation agreement with a former employee, resulting in approximately $ 0.5 million of stock-based compensation expense, including $ 0.3 million of incremental fair value.

For the years ended December 31, 2025 and 2024, the Company recognized approximately $ 3.4 million and $ 1.4 million, respectively, in total stock-based compensation expense from RSAs.

As of December 31, 2025, total unrecognized compensation cost related to RSAs was $ 10.0 million, which is expected to be recognized over a remaining weighted-average vesting period of 2.6 years.

Performance-based Restricted Stock Awards

In 2025, the Company began granting PSAs under the 2020 Plan.

A PSA is a restricted stock award that is subject to both service-based and performance-based vesting conditions.

Stock-based compensation expense related to PSAs is based on the closing market price of the Company’s common stock on the date of grant and recognized over the period in which the service-based and performance-based conditions are expected to be achieved.

The following summarizes the Company’s PSA activity for the year ended December 31, 2025:

Weighted Average Grant Date Fair Value

Outstanding, December 31, 2024

Awards granted

Awards vested

Awards forfeited

Outstanding, December 31, 2025

The weighted-average grant-date fair value per share of PSAs granted for the year ended December 31, 2025 was $ 13.40 .

During the year ended December 31, 2025, no PSAs vested.

For the year ended December 31, 2025, the Company recognized approximately $ 2.0 million in stock-based compensation expense from PSAs.

As of December 31, 2025, total unrecognized compensation cost related to PSAs was $ 7.2 million, which is expected to be recognized over a remaining weighted-average vesting period of 1.9 years.

In April 2025, the Company granted 300,000 PSAs (the April 2025 PSAs) to certain executives, key employees, and consultants with a related performance condition requiring the successful insertion of the Company’s fuel material coupon samples into the Advanced Test Reactor (ATR) at INL by December 31, 2026 and certification by the Compensation Committee of the Board of Directors.

The April 2025 PSAs are also subject to the participant’s continuous service over a three-year period from the grant date.

In November 2025, the Company announced the start of irradiation testing of the Company’s enriched uranium-zirconium alloy fuel material coupon samples in the ATR at INL, marking the achievement of the April 2025 PSAs’ performance condition.

Therefore, stock-based compensation expense shall continue to be recorded over the remaining service period.

During the year ended December 31, 2025, the Company recognized $ 1.0 million in stock-based compensation expense related to the April 2025 PSAs.

Since August 2025, the Company has also granted 846,226 PSAs to certain executives, directors, and employees, having three specific R&D fuel milestones relating to key technical development and commercialization objectives of the Company’s R&D fuel program and one specific financial milestone.

Vesting occurs in unequal tranches depending on which milestone is certified (the Tranche-based PSAs).

Each milestone applies only to a separate portion of the Tranche-based PSAs.

The performance period for achieving these milestones extends from the grant date to December 31, 2028.

As of December 31, 2025, management concluded that only certain performance milestones were probable of achievement.

During the year ended December 31, 2025, the Company recognized $ 1.0 million in stock-based compensation expense related to those milestones under the Tranche-based PSAs that were deemed probable of achievement.

Stock-Based Compensation Expense

Total non-cash stock-based compensation expense recorded related to options granted and restricted stock awards included in the Company’s consolidated statements of operations for the years ended December 31, 2024 and 2023 are as follows (rounded in millions):

Total non-cash stock-based compensation expense recorded related to stock options, common stock awards, RSAs and PSAs for the years ended December 31, 2025 and 2024 are as follows (rounded in millions):

Stock options

Common stock awards

Total stock-based compensation expense

The total stock-based compensation expense recorded in R&D and general and administrative expenses in the Company’s consolidated statements of operations for the years ended December 31, 2025 and 2024 are as follows (rounded in millions):

Research and development expenses

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Total stock-based compensation expense

Net Loss Per Share

Basic net loss per share is computed using the weighted-average number of common shares outstanding during the reporting period, except that it does not include unvested common shares subject to repurchase or cancellation, such as the Company’s RSAs and PSAs.

The participants receiving RSAs have all rights as a shareholder with respect to these shares, whether vested or unvested, including, without limitation, rights to vote the shares, receive dividends, etc.

The outstanding RSAs and PSAs are included in common stock issued and outstanding, but are considered contingently issuable in the calculation of weighted-average shares outstanding for purposes of calculating basic and diluted earnings per share.

Diluted net loss per share is computed using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period.

Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and unvested RSAs and PSAs.

For the years ended December 31, 2025 and 2024, there was no difference in the number of shares used to calculate basic and diluted shares outstanding as the inclusion of the potentially dilutive securities would be antidilutive.

The outstanding securities in the table below have been excluded from the computation of diluted weighted shares outstanding for the years noted below, as they would have been anti-dilutive due to the Company’s losses at December 31, 2025 and 2024 and also because the exercise price of certain of these outstanding securities was greater than the average closing price of the Company’s common stock.

Stock options outstanding

Restricted stock awards outstanding

Performance-based restricted stock awards outstanding

Defined Contribution 401K Retirement Plan

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The Company matches employee contributions to the plan 100 %, with immediate vesting.

The Company contributed approximately $ 0.3 million and $ 0.2 million to the 401k plan for the years ended December 31, 2024 and 2023, respectively.

Related Party Transactions

On February 9, 2022, the Company entered into an agreement with We Don’t Have Time Inc.

(WDHT), an organization with a social media network platform dealing with the climate crisis, pursuant to which WDHT provided a variety of climate-change related consulting services to the Company and the Company paid a monthly membership fee of $ 1,200 to WDHT.

Chakraborty, a member of the Company’s Board of Directors, was also the CEO of WDHT’s US division.

For the years ended December 31, 2024 and 2023, the Company incurred $ 0 and $ 14,400 , respectively, in dues paid to WDHT.

This agreement was terminated on January 1, 2024.

The Company contributed approximately $ 0.3 million to the 401k plan for each of the years ended December 31, 2025 and 2024.

Segment Reporting

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources in assessing performance.

Operating segments are defined as components of an enterprise for which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and assessing performance.

The Company has one reportable business segment:

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In addition, the measure of segment assets is reported on the consolidated balance sheet as total assets.

The CODM uses segment net loss to allocate resources predominately in the annual budget and forecasting process and uses that measure as a basis for evaluating progress toward R&D milestones.

The CODM uses segment net loss to allocate resources in the annual budget and forecasting process and uses that measure as a basis for evaluating progress toward R&D milestones.

The CODM uses cash forecast models in deciding how to invest into the segment.

Research and development expenses, general and administrative expenses are included in segment net loss and used to monitor budget versus actual results.

Monitoring budgeted versus actual results is used in assessing performance of the segment, while research and development milestones scorecard results and scorecard general and administrative budgeted results are used in establishing management’s incentive compensation.

Research and development expenses and general and administrative expenses are included in segment net loss and used to monitor budget versus actual results.

Budgeted versus actual results are used in assessing both the performance of the segment and establishing management’s incentive compensation.

The table below summarizes the significant expense categories regularly provided to the CODM for the years ended December 31, 2025 and 2024 (rounded in millions):

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Research and development:

Romania feasibility study

Centrus Energy FEED study

INL Project (1)

IT expenses (2)

Allocated employee compensation and stock-based compensation

Other outside R&D expenses

Total research and development

Other segments item (1)

(1) Other segment items include interest income and contributed services – research and development

Other segment item (3)

These expenses relate to cost reimbursable work performed during the reporting period by BEA, the DOE’s operating contractor for INL, to support the development of Lightbridge Fuel™.

During the year ended December 2025, the Company purchased a HPC specifically configured for advanced nuclear modeling to support the continued development of the Company’s nuclear fuel technology.

It also purchased nuclear simulation software and additional hardware and software management services in support of the HPC.

Other segment items include interest income from the Company’s cash and cash equivalents.

Subsequent Events

Sales of common stock under the Company’s ATM from January 1, 2025 to February 28, 2025 amounted to 1.4 million shares, which resulted in total net proceeds of approximately $ 10.1 million.

INL Modification No.

3 to the CRADA PTS

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

3 to the PTS under the CRADA, dated September 27, 2022, as amended on May 22, 2023 and May 30, 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 associated with R&D activities were increased 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 $ 600,000 advance payment be made, which was due and 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 were estimated at approximately $ 6.5 million excluding project contingencies) on a cost reimbursable basis over the performance periods under the initial releases.

Increase in Authorized Common Shares

On February 26, 2025, the Company’s Board of Directors approved increasing the authorized common shares from 25,000,000 shares to 100,000,000 shares.

This change will take effect upon receiving majority shareholder approval at the 2025 shareholder annual meeting.

Issuance of Series X Preferred Stock

On February 27, 2025, the Company entered into a Subscription and Investment Representation Agreement (the “Subscription Agreement”) with Jesse Funches, chairman of the Audit Committee and an independent member of the Board (the “Purchaser”), pursuant to which the Company agreed to issue and sell one (1) share of the Company’s Series X Preferred Stock, par value $ 0.001 per share (the “Series X Preferred Stock”), to the Purchaser for $100 in cash.

The sale closed on February 27, 2025.

The Company will redeem the Series X Preferred Stock for $ 100 in cash after the Company’s annual 2025 shareholder meeting (the “Annual Meeting”).

The Series X Preferred Stock does not have any voting rights except with respect to any proposal to increase the number of authorized shares of common stock of the Company.

Each share of Series X Preferred Stock will be entitled to 25,000,000 votes on such proposal, voting together with the holders of our common stock.

The votes by the holder of Series X Preferred Stock will be cast at the Annual Meeting automatically in the same “mirrored” proportion as the aggregate votes cast “for” and “against” the proposal by the holders of our common stock who vote on such proposal (excluding abstentions, broker non-votes and shares of common stock that are not voted “for” or “against” such proposal).

The voting power attributable to the Series X Preferred Stock will be disregarded for purposes of determining whether a quorum is present at the Annual Meeting.

An amendment to the Lightbridge Corporation 2020 Omnibus Incentive Plan

On February 26, 2025, the Company’s Board of Directors approved an amendment to the Lightbridge Corporation 2020 Omnibus Incentive Plan to increase the number of shares of common stock available for issuance thereunder from 2,500,000 shares to 5,000,000 shares.

This change will take effect upon receiving shareholder approval at the Company’s 2025 shareholder annual meeting .

From January 1, 2026 to February 26, 2026, sales of common stock under the Jefferies ATM Agreement totaled 664,189 shares, which resulted in total net proceeds of approximately $ 10.9 million.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

LIGHTBRIDGE CORPORATION

March 3, 2025

February 26, 2026

/s/ Seth Grae

6 unchanged sentences

Chief Executive Officer, President, and Chairman

March 3, 2025

February 26, 2026

(Principal Executive Officer)

1 unchanged sentence

Chief Financial Officer, and Treasurer

March 3, 2025

February 26, 2026

Larry Goldman

1 unchanged sentence

/s/ Sweta Chakraborty

March 3, 2025

February 26, 2026

Sweta Chakraborty

/s/ Jesse Funches

March 3, 2025

February 26, 2026

Jesse Funches

/s/ Sherri Goodman

March 3, 2025

February 26, 2026

Sherri Goodman

/s/ Daniel Magraw

March 3, 2025

February 26, 2026

/s/ Mark Tobin

March 3, 2025

February 26, 2026

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 9A. Controls and Procedures