What changed in this filing

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Item 9A. Controls and Procedures

2026-09-29 compared with 2025-09-24 · 940 added, 1565 removed, 1536 unchanged (62% of the section changed)

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Management’s Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404(a).

The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Principal Executive Officer and Principal Financial Officer and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with United States generally accepted accounting principles.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Section 404(a) of the Sarbanes-Oxley Act of 2002.

Our internal control over financial reporting is a process designed by and under the supervision of our Principal Executive Officer and Principal Financial Officer and effected by the Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with United States generally accepted accounting principles.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis.

Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As at July 31, 2025, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that evaluation, the Company’s management concluded that, as of July 31, 2025, the Company’s internal control over financial reporting was effective.

The independent registered public accounting firm that audited the consolidated financial statements included in this Annual Report has issued an attestation report on the Company’s internal control over financial reporting which appears herein.

Changes in Internal Controls

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth fiscal quarter for the fiscal year ended July 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As of July 31, 2026, management assessed the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that evaluation, our management concluded that, as of July 31, 2026, our internal control over financial reporting was effective.

The independent registered public accounting firm that audited the consolidated financial statements included in this Annual Report has issued an attestation report on our internal control over financial reporting which appears herein.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Company’s fourth fiscal quarter for the fiscal year ended July 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

During our fourth quarter ended July 31, 2025, none of our directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c) or any “non-Rule 10b5 - 1 trading arrangement” as defined in Item 408 (c) of Regulation S-K.

During our fourth quarter ended July 31, 2026, none of our directors or officers (as defined in Rule 16a - 1 (f) under the Exchange Act) adopted, modified or terminated any “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement”, as such terms are defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Our current directors and executive officers and their respective ages as of September 15, 2026 are as follows:

Position with the Company

President, Chief Executive Officer, Principal Executive Officer and Director

President, CEO, Principal Executive Officer and Director

Spencer Abraham

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Senior Vice President, U.S.

On October 1, 2024, Josephine Man was appointed our Chief Financial Officer, Treasurer and Secretary, succeeding Pat Obara, who ceased to be an executive officer of our Company as of such date.

On that date, Mr.

Obara was appointed as Senior Vice President, Administration of our Company.

The following describes the business experience of each of our current directors, including other directorships held in reporting companies.

The following describes the business experience of each of our directors, including other current directorships held in reporting companies.

Amir Adnani .

Amir Adnani is a founder of Uranium Energy Corp and has served as President, Chief Executive Officer and a director since January 2005.

Under his leadership, the Company has developed into the largest diversified North American focused uranium company with low-cost In-Situ Recovery (“ ISR ”) uranium projects in the U.S.

and high-grade conventional projects in Canada.

In the U.S., UEC controls the largest portfolio of fully permitted ISR projects, anchored by three operational processing plants in Wyoming and Texas.

In Canada, UEC controls one of the largest portfolios of exploration and development holdings in the prolific Athabasca basin, including the world-class, 100% owned Roughrider Project.

Adnani serves on the World Nuclear Association board of management, contributing to governance, policy and strategy development.

Amir Adnani is our founder and has served as our President and Chief Executive Officer and as a director since January 2005.

Over the past two decades under his leadership, we have become one of America’s largest and fastest growing uranium companies, with the largest uranium resource base and licensed production capacity in the United States, and one of the most extensive land and resource portfolios in Canada’s Athabasca Basin.

Since April 2025, Mr.

Adnani has been a member of the Board of Management of the World Nuclear Association, contributing to governance, policy and strategy development.

Adnani has represented the industry in key world forums and has given a variety of presentations at prominent industry conferences organized by the International Atomic Energy Agency, World Nuclear Fuel Market and the Milken Institute.

He is a frequent contributor to the business media, including CNBC, The Wall Street Journal, Bloomberg and Fox Business News.

Fortune magazine distinguished Mr.

Adnani on their “40 Under 40, Ones to Watch” list of North American executives.

He was selected as one of “Mining’s Future Leaders” by Mining Journal, a UK-based global industry publication.

He was also a nominee for Ernst & Young’s “Entrepreneur of the Year” distinction.

Adnani is the founder and Co-Chairman of GoldMining Inc., a publicly listed gold acquisition and development company and is the Chairman of URC, the first and only publicly listed royalty company in the uranium sector.

Adnani is also a founder of Gold Royalty Corp., a publicly listed gold royalty company where he served as a director from November 2020 to March 2023.

Adnani holds a Bachelor of Science degree from the University of British Columbia and was a director of the university’s Alumni Association from 2015 to 2021.

Adnani is the founder and Co-Chairman of GoldMining Inc.

GOLD and NYSE American:

GLDG) and founder and Chairman of Uranium Royalty Corp.

Adnani was also a founder of Gold Royalty Corp.

(“ GRC ”) (NYSE American:

GROY), a gold royalty company where he served as a director from November 2020 to March 2023.

Adnani holds a Bachelor of Science degree from the University of British Columbia and was a director of the Alumni Association of the University of British Columbia from 2015 to 2021.

We believe that Mr.

Adnani’s involvement with the Company since its inception and his business and uranium industry experience qualify him to serve as a Director.

Adnani’s involvement with us since our inception and his business and uranium industry experience qualify him to serve as a director.

Spencer Abraham .

Spencer Abraham has served as Chairman (non-executive) of our Board of Directors since March 2017.

Abraham served as Executive Chairman from October 2015 to March 2017 and as the Chairman of our Advisory Board from December 2012 to October 2015.

Spencer Abraham has served as our Chairman (non-executive) of our Board since March 2017.

Abraham served as our Executive Chairman from October 2015 to March 2017 and as the Chairman of our Advisory Board from December 2012 to October 2015.

Abraham is the Chairman and Chief Executive Officer of The Abraham Group LLC, an international strategic consulting firm based in Washington, D.C.

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Abraham developed policies and regulations to ensure the nation’s energy security, was responsible for the U.S.

Strategic Petroleum Reserve, oversaw domestic oil and gas development policy and nuclear energy policy, developed relationships with international governments, including members of the Organization of the Petroleum Exporting Countries, and led the landmark nuclear nonproliferation HEU program between the United States and Russia.

Abraham served as a United States Senator for the State of Michigan from 1995 to 2001.

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uranium mining sector, Mr.

Abraham’s expertise in the public policy arena is especially valuable and he is very actively involved in working with the Company to address these matters.

Abraham’s expertise in the public policy arena is especially valuable and he is very actively involved in working with us to address these matters.

Abraham has served as a director of Two Harbors Investment Corp.

TWO) since May 2014, as a director of PBF Energy Inc.

PBF) since October 2012 and as a director of NRG Energy, Inc.

NRG) since December 2012.

Abraham served as a director of GenOn Energy, Inc.

from January to December 2012, when it was acquired by NRG Energy, Inc.

PBF) since October 2012, and served as a director of NRG Energy, Inc.

NRG) from December 2012 to April 2026.

Previously, Mr.

Abraham served as a director of Occidental Petroleum Corporation (NYSE:

OXY) from 2005 to May 2020, as the U.S.

Abraham served as a director of Occidental Petroleum Corporation, as the U.S.

Chairman of Areva Inc., the North American subsidiary of Areva, and on the boards of several other public and private companies.

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Abraham’s extensive experience in the energy sector, including directing key aspects of energy strategy as Secretary of Energy of the United States from 2001 to 2005, and as a board member of various public companies in the oil, gas and power sectors qualifies him to serve as the Chairman (non-executive) of our Board.

David Kong has served on our Board of Directors since January 2011 and served as our lead independent director from June 2016 to May 2024.

Kong serves as Chairperson of our Audit Committee and is a member of our Compensation Committee, our Corporate Governance and Nominating Committee and our Sustainability Committee.

Kong has also served as a director of GoldMining Inc., a public company listed on the Toronto Stock Exchange (the “ TSX ”) and the NYSE American, since October 2010, as a director of Silvercorp Metals Inc., a public company listed on the TSX and the NYSE American, from November 2011 to September 2023, and as a director of New Pacific Metals Corp., a public company listed on the TSX and the NYSE American, from November 2010 to December 2022.

David Kong has served on our Board since January 2011 and served as our lead independent director from June 2016 to May 2024.

Kong is the Chairperson of our Board’s Audit Committee and is a member of our Board’s Compensation Committee, Nominating and Corporate Governance Committee and Sustainability Committee.

Kong has served as a director of GoldMining Inc., a public company listed on the Toronto Stock Exchange (the “ TSX ”) and the NYSE American, since October 2010, as a director of Silvercorp Metals Inc., a public company listed on the TSX and the NYSE American, from November 2011 to September 2023, and as a director of New Pacific Metals Corp., a public company listed on the TSX and the NYSE American, from November 2010 to December 2022.

Kong holds a Bachelor in Business Administration and earned his Chartered Accountant designation (CPA, CA) in British Columbia, Canada, in 1978.

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Vincent Della Volpe .

Vincent Della Volpe has served on our Board of Directors since July 2007 and also serves as Chairperson of our Compensation Committee and is a member of our Audit Committee and our Corporate Governance and Nominating Committee.

Vincent Della Volpe has served on our Board since July 2007 and is the Chairperson of our Board’s Compensation Committee and a member of our Board’s Audit Committee and Nominating and Corporate Governance Committee.

Della Volpe has served as a professional money manager for over 35 years, including as a senior portfolio manager of pension funds for Honeywell Corporation and as Senior Vice President of the YMCA Retirement fund in New York.

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Gloria Ballesta .

Gloria Ballesta has served on our Board of Directors since July 2018 and also serves as Chairperson of our Corporate Governance and Nominating Committee and is a member of our Audit Committee, our Compensation Committee and our Sustainability Committee.

Ballesta has served as the Chief Executive Officer of Camglo Management SAS, a private company providing software security solutions, since December 2023, and serves as a director of GoldMining Inc., a public company listed on the TSX and the NYSE American, since August 2010.

Gloria Ballesta has served on our Board since July 2018 and is the Chairperson of our Board’s Nominating and Corporate Governance Committee and a member of our Board’s Audit Committee, Compensation Committee and Sustainability Committee.

Ballesta has served as the Chief Executive Officer of Camglo Management SAS, a private company providing software security solutions, since December 2023, and has served as a director of GoldMining Inc., a public company listed on the TSX and the NYSE American, since August 2010.

Ballesta served as the Chief Executive Officer of Content Mode SAS, a contact center based in Colombia, from January 2016 to December 2023.

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Trecia Canty .

Trecia Canty has served on our Board of Directors since March 2023 and also serves as Chairperson of our Sustainability Committee.

Canty has over 25 years of experience in finance, strategic transactions, corporate governance, compliance, enterprise risk and ESG and has extensive energy industry experience, including exploration and production, public utilities, pipelines and related businesses in the United States and Canada.

Trecia Canty has served on our Board since March 2023 and is the Chairperson of our Board’s Sustainability Committee.

Canty has over 25 years of experience in finance, strategic transactions, corporate governance, compliance, enterprise risk and environmental, social and governance (ESG) and has extensive energy industry experience, including exploration and production, public utilities, pipelines and related businesses in the United States and Canada.

Since 2015, Ms.

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From 2020 to 2022, Ms.

Man served as Chief Financial Officer of Gold Royalty Corp., a public company listed on the NYSE American.

Man served as Chief Financial Officer of GRC.

From 2010 to 2013, Ms.

Man was an audit partner with Ernst & Young LLP in Vancouver.

Man was an audit partner with EY (formerly Ernst & Young LLP) in Vancouver.

Man is a Chartered Professional Accountant, Certified Public Accountant (Washington) and Certified Public Accountant (Hong Kong).

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As our Executive Vice President, Mr.

Melbye is responsible for the uranium marketing and sales function and is a key contributor towards the achievement of the Company’s strategic growth objectives.

Melbye is responsible for the uranium marketing and sales function and is a key contributor towards the achievement of our strategic growth objectives.

Melbye currently serves as the Chief Executive Officer, President and a director of URC.

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Most recently, Mr.

Berg was the President and Chief Executive Officer of Rare Element Resources Ltd., where he was responsible for overall day-to-day management and operation of that company, including its strategic, financial and operational leadership.

Berg was the President and Chief Executive Officer of Rare Element Resources Ltd.

from November 2022 to March 2024, where he was responsible for overall day-to-day management and operation of that company, including its strategic, financial and operational leadership.

Prior to Rare Element Resources Ltd., Mr.

Berg was the General Manager of Florence Copper Inc.

from April 2020 through November 2022, an in-situ copper recovery project located in Arizona, where he was responsible for leading and overseeing all site activities, including operations, environment, health and safety, permitting and regulatory compliance.

Berg is a Professional Engineer with a B.A.Sc.

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Berg completed a Master of Legal Studies, Magna Cum Laude, from the University of Arizona, with a focus on mining law and policy.

Director Qualifications and Experience

The following summarizes the relevant experiences, qualifications, attributes and skills that our directors bring to our Board of Directors that are important to our business.

Mining Industry Experience

Directors who have experience serving on mining company boards, in senior leadership roles at mining companies and/or technical expertise in one or more of the following areas:

production, mine operations, mine development, exploration, project development and mergers and acquisitions;

bring an understanding of our business and oversight of strategy.

Senior Leadership Experience

Directors who have experience serving in senior leadership roles at large/complex organizations bring strong abilities to motivate others, to identify and develop leadership qualities in others, to achieve strategic priorities and to create long-term value.

Public Company Board Experience

Directors who have experience serving on other public company boards bring knowledge of the operation of the board and relationships between the board, the chief executive officer and other senior management, insights on key issues, agenda setting, risk oversight, corporate governance, executive compensation and operational and compliance-related matters.

International Business Experience

Directors who have experience serving on other company boards or in senior leadership roles at other companies that have international operations bring knowledge of diverse business, political, cultural and regulatory environments.

Capital Markets Experience

Directors who have experience relating to capital markets bring knowledge of investor expectations and perspectives related to capital raising, capital structure, financing transactions, dispositions, mergers, acquisitions and other strategic transactions.

Accounting and Financial Reporting Experience

Directors who have past professional experience in finance or accounting and a requisite professional certification in accounting or experience serving as a chief executive officer, chief financial officer or as another senior officer with financial oversight responsibilities or experience serving on other public company audit committees, bring an understanding of financial oversight responsibilities required to oversee our financial reporting and internal control functions.

Corporate Governance, Safety, Health,

Environment and Sustainability Experience

Directors who have experience relating to corporate governance, workplace safety, health, the environment and sustainability bring knowledge of leading practices to oversee strong performance.

Government, Regulatory and Public Policy Experience

Directors who have experience relating to government, regulatory or public policy matters bring knowledge helpful to operate in a complex regulatory environment.

The following identifies the relevant experiences, qualifications, attributes and skills possessed by our directors:

Spencer Abraham

Vincent Della Volpe

Gloria Ballesta

Mining Industry Experience

Senior Leadership Experience

Public Company Board Experience

International Business Experience

Capital Markets Experience

Accounting and Financial Reporting Experience

Corporate Governance, Safety, Health, Environment and Sustainability Experience

Government, Regulatory and Public Policy Experience

Term of Office

Pursuant to our Bylaws, as amended, all of our directors hold office until the next annual general meeting of the stockholders or until their successors are elected and qualified.

Our officers are appointed by our Board of Directors and hold office until their successors are appointed and qualified.

Significant Employees

There are no significant employees other than our executive officers.

Family Relationships

There is no family relationship between any of our executive officers or directors.

Pursuant to our Bylaws, as amended, all of our directors hold office until the next annual meeting of our stockholders or until their successors are elected and qualified.

Our officers are appointed by our Board and hold office until their successors are appointed and qualified.

Audit Committee

Our Board of Directors has established an Audit Committee that operates under a written charter approved by our Board of Directors.

Our Audit Committee has been structured to comply with Rule 10A-3 under the Exchange Act.

Our Audit Committee is comprised of David Kong, Vincent Della Volpe and Gloria Ballesta, all of whom meet the audit committee member independence standards of the NYSE American.

Our Board has established an Audit Committee that has been structured to comply with Rule 10A-3 under the Exchange Act.

Our Audit Committee is comprised of David Kong, Vincent Della Volpe and Gloria Ballesta, all of whom meet the applicable independence standards of the SEC and the NYSE American for audit committee membership.

Kong is the Chairperson of the Audit Committee.

Our Board of Directors has determined that Mr.

Kong satisfies the criteria for an audit committee financial expert under Item 407(d)(5) of Regulation S-K of the rules of the SEC.

Code of Conduct

We have adopted a Code of Conduct for Directors, Officers and Employees (the “ Code ”) that applies to all directors and officers.

The Code describes the legal, ethical and regulatory standards that must be followed by our directors, officers and employees and sets forth high standards of business conduct applicable to each of them.

As adopted, the Code sets forth written standards that are designed to deter wrongdoing and to promote, among other things:

Our Board has determined that Mr.

Kong satisfies the criteria for an audit committee financial expert under Item 407(d)(5) of Regulation S-K.

Code of Business Conduct

We have adopted a Code of Business Conduct for Directors, Officers and Employees (the “ Code ”) that applies to all of our directors, officers and employees.

Our Code describes the legal, ethical and regulatory standards that must be followed by our directors, officers and employees and sets forth high standards of business conduct applicable to each of them.

As adopted, our Code sets forth written standards that are designed to deter wrongdoing and to promote, among other things:

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

compliance with applicable governmental laws, rules and regulations;

the prompt internal reporting of violations of the Code to the appropriate person or persons identified in the Code;

accountability for adherence to the Code.

A copy of the Code can be viewed on our website at:

www.uraniumenergy.com.

Corporate Governance and Nominating Committee

We have established a Corporate Governance and Nominating Committee that operates under a written charter approved by our Board of Directors.

The Corporate Governance and Nominating Committee is comprised of Gloria Ballesta, Vincent Della Volpe and David Kong.

Ballesta is the Chairperson of the Corporate Governance and Nominating Committee.

All of the members of the Corporate Governance and Nominating Committee qualify as independent directors under the listing standards of the NYSE American.

The Corporate Governance and Nominating Committee is responsible for developing an appropriate approach to corporate governance issues and compliance with governance rules.

The Corporate Governance and Nominating Committee is also mandated to plan for the succession of our Company, including recommending director candidates, review of Board of Director procedures, size and organization and monitoring of senior management with respect to governance issues.

The Corporate Governance and Nominating Committee identifies individuals believed to be qualified to become directors and recommends individuals to fill vacancies.

There are no minimum qualifications for consideration for nomination to be our director.

The Corporate Governance and Nominating Committee assesses all nominees using generally the same criteria.

In nominating candidates, the Corporate Governance and Nominating Committee takes into consideration such factors as it deems appropriate, including skills, knowledge, experience and personal character, as well as the needs of the Company.

Director Time Commitments Policy

Our Board of Directors believes that wider perspectives and best practices learned by directors serving in other public directorships must be balanced against the time commitment that service on boards entails.

Therefore, we have adopted a Director Time Commitments Policy (the “ Director Time Commitments Policy ”).

The Director Time Commitments Policy provides that our non-executive Chairman and, if applicable, lead independent director shall be limited to serving on four public company boards, including our Board of Directors (excluding private companies and other non-public companies).

Our Corporate Governance and Nominating Committee evaluates on at least an annual basis the outside director time commitments of our non-executive Chairman and, if applicable, lead independent director.

Our Director Time Commitments Policy can be viewed on our website at www.uraniumenergy.com .

All of our directors are in compliance with the Director Time Commitments Policy as of the filing date of this Annual Report.

Sustainability Committee

Our Sustainability Committee is comprised of Trecia Canty, David Kong and Gloria Ballesta.

Our Board of Directors has determined that each member of the Sustainability Committee meets the independence standards of the NYSE American.

Canty is the Chairperson of the Sustainability Committee.

The Sustainability Committee is responsible for oversight of sustainability including environmental, social, health and safety matters.

The Sustainability Committee is mandated to oversee our framework for the development of environmental, social, health and safety policies and programs and performance thereunder.

The Sustainability Committee reports regularly to our Board of Directors.

Human Rights Policy

We have adopted a Human Rights Policy (the “ Human Rights Policy ”) that applies comprehensive standards to our operations across all geographic locations regarding the protection of human rights.

Our Human Rights Policy can be viewed on our website at www.uraniumenergy.com.

Diversity Policy

Our Board of Directors has adopted a written Diversity Policy (the “ Diversity Policy ”) that sets out our approach to diversity, including gender, on our Board of Directors and among our executive officers.

The Corporate Governance and Nominating Committee and our Board of Directors aim to attract and maintain directors and an executive team that have an appropriate mix of diversity, skill and expertise.

Pursuant to the Diversity Policy, all Board of Directors and executive officer appointments will be based on merit, and the skill and contribution that the candidate is expected to bring to our Board of Directors and the executive team, with due consideration given to the benefits of diversity.

Pursuant to the Diversity Policy, when considering the composition of, and individuals to nominate or hire to, our Board of Directors and the executive team, the Corporate Governance and Nominating Committee and our Board of Directors, as applicable, shall consider diversity from a number of aspects and including, but not limited to, gender, age, ethnicity, cultural diversity, education, experience, skills, thought, perspectives, personal qualities and attributes and geographic profiles.

In addition, when assessing and identifying potential new members to join our Board of Directors or the executive team, the Corporate Governance and Nominating Committee and our Board of Directors, as applicable, considers the current level of diversity on our Board of Directors and the executive team.

Our Diversity Policy can be viewed on our website at www.uraniumenergy.com.

The Corporate Governance and Nominating Committee and our Board of Directors are responsible for developing measurable objectives to implement the Diversity Policy and to measure its effectiveness.

The Corporate Governance and Nominating Committee meets annually, or otherwise as applicable, to consider whether to set targets based on diversity for the appointment of individuals to our Board of Directors or the executive team, recognizing that, notwithstanding any targets set in any given year, the selection of diverse candidates will depend on the pool of available candidates with the necessary skills, knowledge and experience.

As at the date of this Annual Report, the members of our Board of Directors identify as 50% racially diverse, 50% White, 17% Asian, 17% Hispanic, 17% Black, 67% ethnically diverse and 33% female.

Our executive officers identify as 50% ethnically diverse and 25% female.

Our Board of Directors believes that having directors with diverse backgrounds and experiences can enhance the effectiveness of our Board of Directors and our long-term performance.

The Corporate Governance and Nominating Committee has performed a review of the experience, qualifications, attributes and skills of our Company’s current directors and believes that our Company’s current directors possess a variety of complementary skills and characteristics, including the following:

personal characteristics, including leadership, character, integrity, accountability, sound business judgment and personal reputation;

successful business or professional experience;

various areas of expertise or experience;

willingness and ability to commit the necessary time to fully discharge the responsibilities of a director in connection with our affairs;

a demonstrated commitment to our success;

diverse perspectives, qualifications and knowledge.

The Corporate Governance and Nominating Committee considers nominees recommended by stockholders if such recommendations are made in writing to the Corporate Governance and Nominating Committee and evaluates nominees for election in the same manner whether the nominee has been recommended by a stockholder or otherwise.

Conflicts of Interest

To our knowledge, and other than as disclosed in this Annual Report, there are currently no known existing or potential conflicts of interest among us, our promoters, directors and officers, or other members of management, or any proposed director, officer or other member of management as a result of their outside business interests, except that certain of the directors and officers serve as directors and officers of other companies and, therefore, it is possible that a conflict may arise between their duties to us and their duties as a director or officer of such other companies.

the prompt internal reporting of violations of our Code to the appropriate person or persons identified in our Code;

accountability for adherence to our Code.

A copy of our Code can be viewed on our website at www.uraniumenergy.com/about/corporate-governance.

Any waivers of our Code for executive officers and directors or any change to our Code that applies to executive officers or directors may be made only by our Board.

In the event we determine to amend certain provisions of our Code, or the Board grants any waivers of its requirements for any of our directors or executive officers, we intend to disclose such amendments or waivers on our website within four business days of such amendment or waiver.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our directors and officers, and the persons who beneficially own more than 10% of our common stock, to file reports of ownership and changes in ownership with the SEC.

Copies of all filed reports are required to be furnished to us pursuant to Rule 16a-3 promulgated under the Exchange Act.

Based solely on the reports received by us and on the representations of the reporting persons, we believe that all such reports were timely filed during Fiscal 2025 within two business days as required by the SEC.

Board Leadership Structure and Role in Risk Oversight

Amir Adnani serves as our President and Chief Executive Officer and Spencer Abraham serves as our independent Chairman (non-executive).

Our Board of Directors takes an active role in risk oversight.

Our executive officers report any significant risks that come to their attention to our Board of Directors.

Our Audit Committee reviews significant financial and enterprise risks and reports them to our Board of Directors as well.

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who beneficially own more than 10% of our common stock, to file reports of ownership and changes in ownership of our common stock with the SEC.

Based solely on our review of the copies of such reports filed with the SEC and written representations from our directors and executive officers that no other reports were required, we believe that all Section 16(a) filing requirements applicable to our directors, executive officers and greater than 10% beneficial owners were complied with on a timely basis during Fiscal 2026.

Insider Trading Arrangements and Policies

Our Board of Directors has adopted an updated Insider Trading, Reporting and Blackout Policy which governs the purchase, sale and/or other dispositions of securities by directors, officers and employees of the Company and its subsidiary companies that are designed to promote compliance with insider trading laws and rules and regulations as part of the Company’s commitment to ethical and lawful business conduct.

Since the adoption of our Insider Trading, Reporting and Blackout Policy, the policy administrator has not granted any such exemptions to the policy's general prohibition on hedging or pledging.

While the Company is not subject to the Insider Trading, Reporting and Blackout Policy, the Company does not trade in its securities when it is in possession of material nonpublic information (as defined herein) other than pursuant to previously adopted Rule 10b5 - 1 trading plans.

We have also adopted an Anti-Hedging and Anti-Pledging Policy, Clawback Policy and Stock Ownership Guidelines.

Our Board has adopted an Insider Trading Compliance Policy governing the purchase, sale and other dispositions of our securities by our directors, officers and employees, and those of our subsidiaries, that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards applicable to us.

Our Insider Trading Compliance Policy does not govern transactions by the Company in its own securities;

any such transactions are conducted in compliance with applicable securities laws, rules and regulations, and the listing standards applicable to us, and are subject to the oversight and approval of our Board of Directors.

A copy of our Insider Trading Compliance Policy is included at Exhibit 19.1 to this Annual Report.

We have also adopted an Anti-Hedging and Anti-Pledging Policy, Policy for the Recovery of Erroneously Awarded Incentive Based Compensation (the “Clawback Policy”) and Stock Ownership Guidelines.

Please see “Item 11.

Executive Compensation” for further details.

Copies of committee charters, the policies referenced herein and other selected governance documents are available on our website at www.uraniumenergy.com.

Executive Compensation

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Oversight of Executive Compensation Program

Our Board of Directors has established a Compensation Committee that operates under a written charter approved by our Board of Directors.

The Compensation Committee is comprised of Vincent Della Volpe, David Kong and Gloria Ballesta.

Della Volpe is the Chairperson of the Compensation Committee.

All of the members of the Compensation Committee meet the compensation committee independence standards of the NYSE American.

Our Board of Directors has determined that none of the Compensation Committee members have any material business relationships with the Company.

Our Board has established a Compensation Committee that operates under a written charter approved by our Board.

Our Compensation Committee is comprised of Vincent Della Volpe, David Kong and Gloria Ballesta.

Della Volpe is the Chairperson of our Compensation Committee.

All of the members of our Compensation Committee meet the compensation committee independence standards of the NYSE American.

Our Board has determined that none of our Compensation Committee members have any material business relationships with us.

The independence of the Compensation Committee members is re-assessed regularly by the Company.

The Compensation Committee of our Board of Directors is responsible for establishing and administering the Company’s executive and director compensation.

The responsibilities of the Compensation Committee, as stated in its charter, include the following:

Our Compensation Committee of our Board is responsible for overseeing our executive and director compensation.

The responsibilities of our Compensation Committee, as stated in its charter, include the following:

review and approve our compensation guidelines and structure;

review and approve on an annual basis the corporate goals and objectives with respect to compensation for the Chief Executive Officer;

review and approve on an annual basis the evaluation process and compensation structure for our other officers, including base compensation, bonus, incentive and equity compensation;

periodically review and make recommendations to our Board of Directors regarding the compensation of non-executive directors.

The Compensation Committee is responsible for developing the executive compensation philosophy and reviewing and recommending to our Board of Directors for approval all compensation policies and compensation programs for the executive team.

Since May 2012, consistent with good governance practices, the Compensation Committee retains on an annual basis an independent compensation advisor to provide advice on the structure and levels of compensation for our executive officers and directors and to undertake a comprehensive review of our incentive plans.

In Fiscal 2025, the Compensation Committee retained Global Governance Advisors (“ GGA ”) to provide independent compensation advice to the Compensation Committee and to our Board of Directors.

review and approve on an annual basis the corporate goals and objectives with respect to compensation for the CEO and our other executive officers;

evaluate on an annual basis each of our executive officer’s individual performance in light of the goals and objectives referred to above and, based upon such evaluations, determine and recommend for approval by the Board each executive officer’s annual compensation, including base compensation, bonus, incentive and equity compensation;

periodically review and make recommendations to our Board regarding the compensation of non-executive directors.

Our Compensation Committee is responsible for developing the executive compensation philosophy and reviewing and recommending to our Board for approval all compensation policies and compensation programs for our executive team.

Independent Compensation Advisor

Our Compensation Committee retains on an annual basis an independent compensation advisor to provide advice on the structure and levels of compensation for our executive officers and directors and to undertake a comprehensive review of our incentive plans.

In Fiscal 2026, our Compensation Committee retained Global Governance Advisors (“ GGA ”) to provide independent compensation advice to our Compensation Committee and to our Board.

GGA is an internationally recognized, independent advisory firm that provides counsel to boards of directors on matters relating to executive compensation and governance and has significant experience in the mining sector.

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peer group review;

executive compensation review and recommendations for our Chief Executive Officer, Chief Financial Officer, Executive Vice President and Senior Vice President, U.S.

review and design of the annual non-equity incentive plan;

review and design of the equity incentive plan, including performance criteria and vesting conditions;

executive compensation review and recommendations for our CEO, Chief Financial Officer, Executive Vice President and Senior Vice President, U.S.

review and design of our annual non-equity incentive plan;

review and design of our equity incentive plan, including performance criteria and vesting conditions;

non-executive director compensation review;

review of compensation discussion and analysis in our proxy statement.

Fees paid for GGA’s services were $44,398 and $66,747 for Fiscal 2024 and Fiscal 2025, respectively.

The Compensation Committee reviews all fees and the terms of consulting services provided by GGA.

Overview of Executive Compensation Program

What We Do NOT Do ×

DO align annual incentive pay and performance by linking annual incentive compensation to the achievement of performance goals tied to Company strategic objectives.

NO guaranteed cash incentives, equity compensation or salary increases for executives except in limited scenarios in connection with their hiring.

DO align long-term incentive pay and performance by linking a portion of long-term compensation to the achievement of relative and absolute total stockholder return (“ TSR ”) goals.

NO full single trigger acceleration of annual equity Awards granted to executives.

DO cap payouts for annual incentive awards.

NO executive retirement plans for any of our executives.

DO maintain rigorous stock ownership guidelines (3x base compensation for the CEO and 1x base compensation for other executive officers).

NO compensation or incentives that encourage unnecessary or excessive risk taking.

DO maintain a clawback policy with respect to cash and equity incentive compensation.

NO tax gross ups.

DO conduct annual compensation review and approval of our compensation philosophy and strategy.

NO pledging of any of our securities by directors, executive officers or other employees.

DO appoint a Compensation Committee comprised entirely of independent directors.

NO hedging or derivative transactions by directors, executive officers or other employees involving our securities.

DO use an independent compensation consultant engaged by our Compensation Committee.

NO perquisites for executives.

DO have a majority of executive compensation at risk based on corporate performance.

In Fiscal 2025, with the recommendations put forth by GGA (the “ GGA Recommendations ”), the Compensation Committee maintained the following general principles in determining its executive and non-executive director total compensation plans.

review of our compensation discussion and analysis included herein.

In Fiscal 2026, with the recommendations put forth by GGA (the “ GGA Recommendations ”), our Compensation Committee maintained the following general principles in determining our executive and non-executive director total compensation plans.

We recognize that people are our primary asset and our principal source of establishing a competitive advantage.

In order to recruit, motivate and retain the most qualified individuals as senior executive officers, we strive to maintain an executive compensation program that is competitive in the mining industry, which is a competitive, global labor market.

The Compensation Committee’s objective is to establish a compensation program that is designed to align with industry trends and attract and retain the best available talent while efficiently utilizing available resources.

These objectives are achieved primarily through base compensation and equity compensation designed to be competitive with comparable companies, and to align management’s compensation with the long-term interests of stockholders.

In determining executive management’s compensation, the Compensation Committee also takes into consideration our performance and financial condition.

In order to accomplish our goals and to ensure that our executive compensation program is consistent with its direction and business strategy, the compensation program for our senior executive officers is based on the following objectives:

Our Compensation Committee’s objective is to establish a compensation program that is designed to align with industry trends and attract and retain the best available talent while efficiently utilizing available resources, while also aligning management’s compensation with the long-term interests of our stockholders.

These objectives are achieved primarily through base compensation, short-term non-equity incentive compensation and long-term equity compensation designed to be competitive with comparable companies.

In determining executive management’s compensation, our Compensation Committee also takes into consideration our performance and financial condition.

In order to accomplish our goals and to ensure that our executive compensation program is consistent with our direction and business strategy, the compensation program for our senior executive officers is based on the following objectives:

to attract, motivate, retain and reward a knowledgeable and driven management team and to encourage them to attain and exceed performance expectations within a calculated risk framework;

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compensation is designed to align executives to the critical business issues facing us;

compensation should be fair and reasonable to stockholders and be set with reference to the local market and similar positions of comparable companies;

compensation should be fair and reasonable to stockholders and be set with reference to similar positions of comparable companies;

a substantial portion of total compensation is at risk and linked to individual efforts as well as divisional and corporate performance.

This ensures the link between executive pay and business performance;

an appropriate portion of total compensation should be equity-based, aligning the interests of executives with stockholders;

compensation should be transparent to our Board of Directors, executives and stockholders.

an appropriate portion of total compensation should be equity-based, aligning the interests of executives with our stockholders;

compensation should be transparent to our Board, executives and stockholders.

Benchmarking Compensation and Peer Groups

As we continued to scale our operations and balance sheet, the Compensation Committee reviewed the Peer Group to ensure continued alignment with market comparables in both size and sector exposure.

In Fiscal 2025, the Compensation Committee commissioned a Peer Group review from GGA as part of a competitive compensation market update review of executive and director compensation in order to stay abreast of changes in the external market and to ensure that we continued to benchmark compensation with appropriate market comparators.

In addition to external market trends, the Compensation Committee considered the complexity of our operations and the range of size of several of the appropriate comparable companies and, with the GGA Recommendations provided to them, revised the Peer Group from the prior year to address changes in the external market and to better reflect our business.

The Peer Group remained relatively consistent with the prior year and included uranium and precious metals mining and oil and gas companies publicly traded on major North American exchanges, of similar size to us, primarily from a market capitalization perspective, but also considering other factors such as revenue and total assets.

The Peer Group was used by the Compensation Committee to establish the compensation levels for our executive officers and our directors.

In Fiscal 2025, with the GGA Recommendations, our compensation philosophy aimed to align both our executive officers’ and directors’ compensation around the median of the Peer Group.

At the time of the Peer Group review, we were positioned at the 35 th percentile on a market capitalization basis, and at the 39 th percentile on a total assets basis compared with the Peer Group.

In Fiscal 2025, the following companies were removed from or added to the Peer Group:

Removed from the Peer Group

Added to the Peer Group

Black Stone Minerals, L.P.

In Fiscal 2026, our Compensation Committee commissioned a Peer Group review from GGA as part of a competitive compensation market review of executive and director compensation in order to stay abreast of changes in the external market and to ensure that we continued to benchmark compensation with appropriate market comparators.

In addition to external market trends, our Compensation Committee considered the complexity of our operations and the range of size of several of the appropriate comparable companies and, with the GGA Recommendations provided to them, revised our Peer Group from the prior fiscal year to address changes in the external market and to better reflect our business.

Our Peer Group used to benchmark our executive and director compensation program for Fiscal 2026 remained relatively consistent with the prior fiscal year’s peer group and included uranium and precious metals mining companies and consumable fuel companies publicly traded on major North American exchanges that were of similar size to us, primarily based on market capitalization, with greater emphasis on revenue and total assets.

Our Peer Group was used by the Compensation Committee to establish the compensation levels for our executive officers and our directors.

In Fiscal 2026, with the GGA Recommendations, our compensation philosophy used the median of our Peer Group as the primary reference point for our executive officers’ compensation, while retaining the discretion to position individual compensation above or below the median to reflect factors such as an individual’s experience, tenure, scope of responsibilities, sustained performance and retention considerations.

At the time of our Peer Group review, we were positioned at the 63 rd percentile on a market capitalization basis, and at the 18 th and 17 th percentile on a total assets and last twelve months total revenue basis, respectively, compared with our Peer Group.

In Fiscal 2026, the following companies were removed from or added to our Peer Group:

Centrus Energy Corp.

NuScale Power Corporation

Fission Uranium Corp.

was acquired by BHP and Lundin Mining Corporation in 2025.

Additionally, Fission Uranium Corp.

was acquired by Paladin Energy Ltd.

The peers removed from the Peer Group were linked to changes in the external market or reflected the increased scale and complexity of our operations.

The peers added to the Peer Group were approved on the merit of industry/sector relevance where we are directly competing for talent, operations and size.

Overall, adjustments made for the Peer Group were completed to address our operational and overall year over year total asset growth.

When examining peer alternatives, a balanced approach that examined shareholder and other uranium mining company peer groups was used to ensure that the Peer Group aligned within market norms.

In Fiscal 2025, the Peer Group was comprised of the following companies:

Core Natural Resources, Inc.

Energy Fuels Inc.

Matador Resources Company

NGEx Minerals Ltd.

MP Materials Corp.

Vital Energy, Inc.

Murphy Oil Corporation

USA Rare Earth, Inc.

X-Energy, Inc.

The peers removed from our prior fiscal year’s peer group were linked to changes in the external market or reflected the increased scale and complexity of our operations.

The peers added to our prior fiscal year’s peer group were approved on the merit of industry/sector relevance where we are directly competing for talent, operations and size.

Overall, adjustments made for our Peer Group were completed to address our operational growth.

When examining peer alternatives, a balanced approach that examined other uranium mining and consumable fuels company peer groups was used to ensure that our Peer Group aligned within market norms.

In Fiscal 2026, our Peer Group was comprised of the following companies:

Cameco Corporation

Gulfport Energy Corporation

NuScale Power Corporation

Centrus Energy Corp.

Magnolia Oil & Gas Corporation

Northern Oil and Gas, Inc.

Comstock Resources, Inc.

NexGen Energy Ltd.

Vital Energy, Inc.

Matador Resources Company

NuScale Power Corporation

Core Natural Resources, Inc.

MP Materials Corp.

Denison Mines Corp.

NGEx Minerals Ltd.

Energy Fuels Inc.

Northern Oil and Gas, Inc.

Murphy Oil Corporation

USA Rare Earth, Inc.

Gulfport Energy Corporation

NexGen Energy Ltd.

X-Energy, Inc.

Named Executive Officers

Our named executive officers (collectively, the “ Named Executive Officers ” or “ NEOs ”) for Fiscal 2026 were:

Amir Adnani, President and Chief Executive Officer;

Amir Adnani, President and CEO;

Josephine Man, Chief Financial Officer, Treasurer and Secretary;

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Brent Berg, Senior Vice President, U.S.

Pat Obara, former Secretary, Treasurer and Chief Financial Officer.

On October 1, 2024, Josephine Man was appointed our Chief Financial Officer, Treasurer and Secretary, succeeding Pat Obara, who ceased to be an executive officer of our Company as of such date.

On that date, Mr.

Obara was appointed as Senior Vice President, Administration of our Company.

Compensation Elements and Rationale

Our executive compensation program consists of base compensation, short-term incentive awards and long-term incentive equity compensation.

Our executive compensation program consists of base compensation, short-term non-equity incentive compensation and long-term incentive equity compensation.

Base Compensation

Base compensation is the foundation of the compensation program and is intended to compensate competitively relative to comparable companies within our industry and the marketplace where we compete for talent.

Base compensation is intended to reflect the scope of our NEOs’ responsibilities, performance, skills and experience as compared with relevant and comparable companies within our industry and the marketplace where we compete for talent.

Base compensation is a fixed component of the compensation program and is used as the base to determine elements of incentive compensation and benefits.

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Short-Term Incentive Awards

Our short-term incentive plan (the “ STIP ”) is a variable component of compensation and has the objective of motivating the executive officers to achieve corporate objectives over a one-year period and to provide a means to reward the achievement of corporate milestones and fulfillment of our annual business plan.

The STIP provides an opportunity for an annual cash payout based on performance relative to the achievement of corporate and individual performance goals and metrics.

The STIP has a maximum payout opportunity, which is 200% of each executive officer’s target STIP.

The Compensation Committee establishes STIP performance goals, metrics, weightings and targets in the first quarter of each fiscal year.

Each of our executive officers has a target STIP set as a percentage of their base compensation (each, a “ Target Award ”), with payouts based on a performance multiplier dependent on corporate and individual performance.

Our short-term incentive plan (the “ STIP ”) is a variable component of compensation and has the objective of motivating our executive officers to achieve corporate objectives over a one-year period and to provide a means to reward the achievement of corporate milestones and fulfillment of our annual business plan.

Our STIP provides an opportunity for an annual cash payout based on performance relative to the achievement of corporate performance and individual goals and metrics.

Our STIP has a maximum payout opportunity, which is 200% of each executive officer’s target STIP.

Our Compensation Committee establishes STIP performance goals, metrics, weightings and targets in the first quarter of each fiscal year.

The performance multiplier and payouts achieved can range between 0% and 200% of each Target Award.

No payout is awarded if the Compensation Committee deems that performance goals were not achieved.

No payout is awarded if our Compensation Committee deems that performance goals were not achieved.

To determine Target Awards our Compensation Committee considers the breadth, scope and complexity of each executive officer’s role, internal equity and whether the executive officer’s incentive compensation is competitive relative to similarly situated executives at companies in our Peer Group.

The following sets forth the Fiscal 2025 base compensation and the formula for payment of STIP awards.

The following sets forth our Fiscal 2026 base compensation and the formula for the payment of STIP awards.

The following sets forth the Target Awards expressed as a percentage of base compensation along with the corresponding corporate and individual performance weightings for our NEOs for Fiscal 2026.

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Executive Officer

President and Chief Executive Officer

President and CEO

Josephine Man

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Senior Vice President, U.S.

Pat Obara (1)

Former Secretary, Treasurer and Chief Financial Officer

Obara did not participate in the STIP in Fiscal 2025.

Performance Scorecard

The Compensation Committee establishes a performance scorecard in the first quarter of each fiscal year that sets out performance goals and metrics to guide and motivate the executives to execute on our strategy.

At the end of each fiscal year, the Compensation Committee evaluates actual performance relative to the performance goals and metrics and recommends to our Board of Directors the payment of STIP awards.

The Compensation Committee and our Board of Directors may exercise discretion to pay cash bonuses outside of the STIP and to not pay STIP awards even if performance awards are earned.

In the first quarter of Fiscal 2025, the Compensation Committee selected performance goals and metrics within a performance scorecard.

At the end of Fiscal 2025, the Compensation Committee evaluated the performance achieved relative to the performance goals and metrics.

Our Compensation Committee establishes a performance scorecard in the first quarter of each fiscal year that sets out performance goals and metrics to guide and motivate the executives to execute on our strategy.

At the end of each fiscal year, our Compensation Committee evaluates actual performance relative to the performance goals and metrics and recommends to our Board the payment of STIP awards.

In the first quarter of Fiscal 2026, our Compensation Committee selected performance goals and metrics within a performance scorecard.

At the end of Fiscal 2026, our Compensation Committee evaluated performance achieved relative to our performance goals and metrics.

The corporate goals are viewed as critical to adding value to stockholders and cover a mix of operational, balance sheet, health and safety and business development criteria.

The key performance indicators are provided in the balanced scorecard below.

Each of the corporate objectives had met or exceeded the breakthrough stretch objectives resulting in a 200% multiplier for the corporate objectives component of the scorecard.

Each executive was also evaluated on a set of individual performance objectives tied to their unique role, responsibility and time-commitment.

Each executive officer was also evaluated on a set of individual performance objectives tied to their unique role, responsibilities and time commitment.

The following sets forth the performance scorecard for Fiscal 2026.

Performance Levels

Performance Metrics

Chief Executive Officer

Other Executive Officers

Target Award)

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Operational Objectives

Wyoming - Commencing operational ramp up

Texas - Commencing construction at the Burke Hollow Project

Saskatchewan - Completion of initial economic assessment at the Roughrider Project

Operational Objectives

Three of three

objectives completed

Strengthen the balance sheet to support growth initiatives using liquid assets comprised of cash and the fair value of physical uranium and equity holdings

Balance Sheet:

Christensen Ranch and Irigaray:

Construct Header Houses in wellfields 10-ext., 11 and 12 to support planned production.

Refurbish the Irigaray CPP to support 24/7, two-shift operations.

Burke Hollow:

Complete construction at the Burke Hollow Project and commence operations.

Progress planned permitting and licensing activities with the BLM and WDEQ, complete an analysis of mill refurbishment and design of an ion exchange circuit, and advance exploration drilling in support of S-K 1300 resource reporting.

Complete delineation drilling required to support the pre-feasibility study for our Roughrider Project.

Three of four objectives completed and substantial progress achieved on the fourth objective

Three of four objectives

Four of four objectives

Strengthen our balance sheet to support growth initiatives using liquid assets comprised of cash and the fair value of physical uranium and equity holdings

Balance Sheet:

Exceeded $150 million

Total Recordable Injury

Balance Sheet

Total Recordable Injury and Illness Incidence Rate

Promote high performing safe environments with no recordable injuries among employees

and Illness Incidence

3.45 and no fatalities

Rate below 4.8

Rate below 3.2

Rate below 1.6 and

no fatalities

Rate below 1.6

and no fatalities

Business Development

Increase production capacity and resources with accretive acquisition

Chief Executive Officer:

Exceeded Expectations

Chief Executive Officer

Individual Performance

Below Expectations

Met Expectations

Exceeded Expectations

Other Executive

Other Executive Officers:

Met Expectations

Individual Performance

Below Expectations

Met Expectations

Secondary Performance Considerations

In addition to the corporate objectives defined within the scorecard, the Compensation Committee also factored secondary performance considerations.

UEC's broader sustainability objectives had the ability to reduce the corporate scorecard by up to 10% of the overall corporate multiplier.

The Sustainability Committee and Compensation Committee monitored overall satisfaction on the results of the following areas:

Wyoming and Texas - enhancing reclamation efforts for exploration drilling by implementing sediment control, soil recontouring, and revegetation;

Wyoming - optimizing 11(e)2 byproduct management by using a bailer compactor, reducing waste volume and fuel consumption for shipments and continuing reclamation in mine unit 2 to meet expectations of stakeholders, including regulatory agencies and landowners;

Launch of UR&C and complete initial funding

Secondary Performance and Discretionary Considerations

To address sustainability related objectives, under the STIP, the corporate scorecard can be reduced by up to 10% of the overall corporate multiplier based on an assessment of performance in connection with sustainability goals and objectives.

This sustainability-related performance consideration does not act to increase the multiplier.

For Fiscal 2026, our Sustainability Committee and Compensation Committee monitored overall satisfaction on the results of the following areas:

in Wyoming and Texas - enhancing reclamation efforts for exploration drilling by implementing sediment control, soil recontouring and revegetation;

in Wyoming - optimizing 11(e)2 byproduct management by using a bailer compactor, reducing waste volume and fuel consumption for shipments and continuing reclamation in Mine Unit 2 to meet expectations of stakeholders, including regulatory agencies and landowners;

and at our Roughrider Project - continuing to advance environmental baseline studies.

In addition, after the formulaic scorecard results are determined, the Compensation Committee may, in its discretion, increase or decrease each executive’s STIP award by up to a maximum of 20% based on its holistic assessment of overall company performance, including financial, operational, safety, environmental, sustainability and governance, and other strategic milestones, and the executive’s individual performance.

Any upward adjustment is subject to the plan’s maximum payout of 200% of target.

Performance Goals and Metrics

The Compensation Committee selected the following performance goals and metrics within our performance scorecard on the belief that these performance goals and metrics were aligned with our corporate strategy and could be impacted by our executive officers.

Our Compensation Committee selected the following performance goals and metrics within our performance scorecard on the belief that these performance goals and metrics were aligned with our corporate strategy and could be impacted by our executive officers.

In Fiscal 2026, the payout opportunities for threshold, target and breakthrough performance levels were set at 50%, 100% and 200% of each Target Award, respectively, with interpolation between performance levels.

Operational Objectives:

The Compensation Committee selected this metric based on the belief that achieving operational objectives will advance our ability to scale production and support additional extraction capacity.

This metric required us to:

(i) commence operational ramp up at our Christensen Ranch Mine in Wyoming;

(ii) commence construction at our Burke Hollow Project in Texas;

and (iii) complete an initial economic assessment at our Roughrider Project in Saskatchewan.

The target level of performance required us to achieve any two of three operational objectives, the threshold level of performance required us to achieve any one operational objective and the breakthrough level of performance required us to achieve all of the three operational objectives.

The result was performance at 200%.

As of July 31, 2025, we had achieved all of our operational objectives.

Our Compensation Committee selected this metric based on the belief that achieving operational objectives will advance our ability to scale production and support additional extraction capacity.

This metric consisted of the following operational objectives:

(i) at Christensen Ranch and Irigaray, construct header houses in wellfields 10-ext., 11 and 12 and refurbish the Irigaray CPP to support 24/7, two-shift operations;

(ii) at Burke Hollow, complete construction and commence operations;

(iii) at Sweetwater, advance permitting and licensing activities with the BLM and WDEQ, complete an analysis of mill refurbishment and the design of an ion exchange circuit, and advance exploration drilling in support of S-K 1300 resource reporting;

and (iv) at Roughrider, complete delineation drilling required to support a pre-feasibility study.

The target level of performance required us to achieve any three of four operational objectives, the threshold level of performance required us to achieve any two of four operational objectives and the breakthrough level of performance required us to achieve all four operational objectives.

As of July 31, 2026, we had completed three of the four operational objectives and substantial progress was achieved on the fourth operational objective, resulting in performance at 150%.

Work continues to assess the refurbishment requirements for the Sweetwater Mill for both conventional and ISR operations.

Balance Sheet:

The Compensation Committee selected this metric based on the belief that strengthening our balance sheet with at least $50 million of liquid assets comprised of cash and the fair value of physical uranium and equity holdings is important to support our growth initiatives.

Our Compensation Committee selected this metric based on the belief that strengthening our balance sheet with at least $75 million of liquid assets comprised of cash and the fair value of physical uranium and equity holdings is important to support our growth initiatives.

$100 million of liquid assets represented the target level of performance, $75 million of liquid assets represented the threshold level of performance and $150 million of liquid assets represented the breakthrough level of performance.

The result was performance at 200%.

As of July 31, 2025, we had cash, equities and inventory (excluding 103,545 pounds and 26,421 pounds of precipitated uranium and dried and drummed concentrate, respectively) of approximately $320.58 million (based on closing prices as of July 31, 2025).

As of July 31, 2026, we had cash, equities and inventory (excluding 368,597 pounds of precipitated uranium and dried and drummed uranium concentrate at our Irigaray CPP and Hobson CPP) of approximately $752.8 million (based on closing prices as of July 31, 2026), resulting in performance at 200%.

Total Recordable Injury and Illness Incidence Rate:

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In this formula, 200,000 represents the number of hours that would be worked by 100 employees working 40 hours per week, 50 weeks per year and provides the standard base for calculating incidence rates for a year pursuant to OSHA guidance.

An IIR below 3.2 represented the target level of performance, an IIR below 4.8 represented the threshold level of performance and an IIR below 1.6 and no work-related fatalities represented the breakthrough level of performance.

The result was performance at 200%.

We achieved an IIR of 1.59 and had no work-related fatalities among employees at our operations.

An IIR below 3.2 represented the target level of performance, an IIR below 4.8 represented the threshold level of performance and an IIR below 1.6, with no work-related fatalities, represented the breakthrough level of performance.

For Fiscal 2026, we achieved an IIR of 3.45 and had no work-related fatalities among employees at our operations, resulting in performance at 87.5%.

Business Development:

The Compensation Committee selected this metric based on the belief that increasing production capacity and the acquisition of additional accretive uranium resources will build on our strategic objectives.

The acquisition of the Sweetwater Plant and portfolio of uranium mining properties in Wyoming from Rio Tinto completed in December of 2024 represented an opportunity to add a 3,000-ton-per-day processing mill with licensed capacity of 4.1 million pounds U 3 O 8 per year.

The acquisition established our third hub-and-spoke ISR production platform and strengthened our position as the largest licensed uranium producer in the U.S.

Completion of the acquisition represented the breakthrough level of performance.

Our Compensation Committee selected this metric based on the belief that the successful launch of UR&C and completion of its initial funding would advance our strategic objective of building a vertically integrated uranium company spanning mining, processing and planned refining and conversion capabilities, while strengthening the domestic nuclear fuel supply chain.

The launch of UR&C represents a significant long-term opportunity for us.

No threshold or target award opportunities were established for this metric.

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Individual Performance :

The Compensation Committee made a subjective determination of individual performance for each executive officer to determine whether the executive officer earned an award for performance in Fiscal 2025.

Our Compensation Committee made a subjective determination of individual performance for each executive officer to determine whether the executive officer earned an award for performance in Fiscal 2026.

Individual performance goals are defined for each executive based on their core area of responsibility.

The CEO’s individual objectives are set by the Compensation Committee, while the CEO’s direct reports are determined by the CEO and approved by the Compensation Committee.

The CEO’s individual objectives are set by the Compensation Committee, while the CEO’s direct reports are determined by the CEO and approved by our Compensation Committee.

Individual objectives are defined as either qualitative, quantitative or both.

Review of Executive Officer Performance

In Fiscal 2025 the following milestones were attained as a result of the success of the executives meeting their performance goals:

we completed the successful restart of uranium extraction at our Christensen Ranch Mine in Wyoming;

we advanced the phased ramp-up of mining activities at our Wyoming operations;

we commenced construction at our Burke Hollow Project in Texas, with our initial planned production area and a new satellite ion exchange facility;

we completed and filed a TRS report in accordance with S-K 1300 disclosing an initial economic assessment for our Roughrider Project in the Eastern Athabasca Basin of Saskatchewan, Canada in November of 2024;

we completed the acquisition of the Sweetwater Plant and uranium assets in Wyoming from Rio Tinto in December of 2024.

The Sweetwater Plant added a 3,000-ton-per-day processing mill with licensed capacity of 4.1 million pounds U 3 O 8 per year.

The Sweetwater Acquisition established our third hub-and-spoke ISR production platform and strengthened our position as the largest licensed uranium producer in the U.S.;

our President and Chief Executive Officer, Amir Adnani, was appointed to the World Nuclear Association board of management in April of 2025;

we generated revenue of $66.84 million from sales made in the first half of 2025 of 810,000 pounds of U 3 O 8 , at $82.52 per pound from our physical portfolio, generating a gross profit of $24.48 million during Fiscal 2025;

as at the end of Fiscal 2025 we had $320.58 million of cash, inventory (1) and equities at market prices (2) .

Subsequent to Fiscal 2025:

our Sweetwater Plant in Wyoming was designated by the U.S.

In Fiscal 2026, the following milestones were attained as a result of the executive officers having met their performance goals:

as announced on August 5, 2025, our Sweetwater Mill in Wyoming was designated by the U.S.

Government for fast-track permitting to add ISR capability;

On completion our Sweetwater Plant will be the largest dual-feed uranium facility in the United States, licensed to process both conventional ore and ISR resin;

we launched UR&C, a wholly owned subsidiary of the Company, to pursue the feasibility of developing a new state-of-the-art American uranium refining and conversion facility.

This figure excludes 103,545 pounds and 26,421 pounds of precipitated uranium and dried and drummed concentrate, respectively.

Market values for securities are based on closing prices as at July 31, 2025, and for U 3 O 8 inventories are based on the spot price quoted on UxC ConverDyn as of such date.

Long-Term Incentive (Equity)

Our long-term incentive program (the “ LTIP ”) provides for, among other Awards, the granting of stock options, performance stock options (“ PSOs ”), RSUs and PRSUs to executive officers to both motivate executive performance and retention, as well as to align executive officer performance to stockholder value creation.

In awarding long-term incentives, we compare our long-term incentive program to the Peer Group and evaluate such factors as the number of shares available for Awards under our Stock Incentive Plan and the number of Awards outstanding relative to the number of shares outstanding.

in September 2025, we announced the launch of UR&C, a wholly owned subsidiary, and progressed our strategy towards building a vertically integrated uranium company.

More than 50 sites across America have undergone a siting review, including a comparative modeling process that includes conditional modeling, risk assessment and 20-year financial model resulting in a shortlist of three sites for detailed analysis and final selection;

we completed construction at and commenced uranium extraction from our Burke Hollow Mine in Texas;

we completed planned construction of header houses in wellfields 10-extension, 11 and 12 at our Christensen Ranch Mine in Wyoming and commenced uranium extraction from wellfield 11;

we completed the upgrade of our Irigaray CPP, including refurbishment of our calciner to increase throughput of dried yellowcake;

drying and packaging at our Irigaray CPP commenced with 24/7, two shift operations;

we completed a 200-hole delineation drilling program at our Sweetwater Project in Wyoming;

we completed a 240-hole delineation drilling program at our Ludeman Project in Wyoming;

we completed a drilling program of 36,000 meters at our Roughrider Project in Saskatchewan, Canada, to support the planned pre-feasibility study;

we generated revenue of $37.3 million from sales of 400,000 pounds of U 3 O 8 , at a weighted average price of $93.13 per pound from our Physical Uranium Program, generating a gross profit of $16.9 million;

as of July 31, 2026, we had $752.8 million in liquid assets (1) .

As at July 31, 2026.

Liquid assets consist of cash, equity securities and uranium inventories.

Does not include inventory in-process or dried and drummed uranium concentrate at our Irigaray CPP or Hobson CPP.

Market values for securities are based on applicable closing prices as at July 31, 2026 and for uranium inventories are based on the spot price quoted on UxC ConverDyn as of such date.

Long-Term Incentive Program

Our long-term incentive program (the “ LTIP ”) provides for, among other awards, the granting of stock options, performance stock options (“ PSOs ”), restricted stock units (“ RSUs ”) and performance based restricted stock units (“ PRSUs ”) to executive officers to both motivate executive performance and retention, as well as to align executive officer interests with those of our stockholders.

In awarding long-term incentive awards, we compare our long-term incentive program to those of the Peer Group and evaluate such factors as the number of shares available for awards under our 2024 Stock Incentive Plan (the “ 2024 Stock Incentive Plan ”) and the number of awards outstanding relative to the number of shares of our common stock outstanding.

Each LTIP grant is based on the level of the position held and overall market competitiveness.

The Compensation Committee takes into consideration previous grants when it considers new grants of equity Awards.

The Compensation Committee administers the granting of equity Awards in accordance with our Stock Incentive Plan.

Our Compensation Committee takes into consideration previous grants when it considers new grants of equity awards.

Our Compensation Committee administers the granting of equity awards in accordance with our 2024 Stock Incentive Plan.

In each of Fiscals 2023 and 2024 performance based long-term equity incentive plan awards were awarded to the executive officers in the form of PRSUs.

The PRSUs are measured based on the Company’s three-year TSR relative to the Global X Uranium ETF.

The PRSUs are measured based on our three-year TSR relative to the Global X Uranium ETF.

The PRSUs cliff vest and settle based on the achievement of the performance criteria at the end of 36 months.

The number of PRSUs that may vest at the end of 36 months is contingent on the level of performance achieved and ranges from 0% to 200% of the PRSU target number of units.

Regardless of the relative TSR performance of the Company versus the Global X Uranium ETF TSR, if the Company’s absolute TSR is negative between the grant date and the 36 th month share price, the maximum number of PRSUs that can vest is capped at 100%.

Regardless of our relative TSR performance versus the Global X Uranium ETF TSR, if our absolute TSR is negative between the grant date and the 36 th month share price, the maximum number of PRSUs that can vest is capped at 100%.

In Fiscal 2025, the Compensation Committee requested that GGA complete a stress test and review of the Global X Uranium ETF and relative TSR methodology.

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The Compensation Committee adjusted the multiplier design to address potential volatility that could misalign payouts with stockholder returns and result in excessive rewards or penalties, which was a decision made based on the findings from the PRSU stress test.

The PRSUs granted in Fiscal 2023 and 2024 vest on July 31, 2026 and July 26, 2027, respectively.

The PRSUs granted in Fiscal 2023 vested on July 31, 2026, and the PRSUs granted in Fiscal 2024 vest on July 31, 2027.

The following table summarizes the Fiscals 2023 and 2024 PRSU vesting schedules.

Performance Multiplier

(Compensation Committee to determine, at its discretion, which performance multiplier to apply below)

(Compensation Committee to determine,

at its discretion, which performance multiplier

to apply below)

Performance Criteria

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Multiplier if

Company TSR is

Positive over the

Company TSR is Positive

Multiplier if

Company TSR is

Negative over the

Grant date to end

Company TSR is Negative

Grant date to

Greater than -2,500 bps

Below 33 rd percentile

Relative TSR against

33 rd percentile

Global X Uranium ETF

50 th percentile

Global X Uranium ETF

75 th percentile and above

The following table summarizes the payouts earned by NEOs in Fiscal 2026 pursuant to PRSUs granted in Fiscal 2023.

The TSR for our shares of common stock outperformed the Global X Uranium ETF by approximately 8,600 basis points for the applicable performance period from July 29, 2023 to July 31, 2026, exceeding the maximum performance threshold of 2,500 basis points.

During such performance period, the absolute TSR was also positive.

Accordingly, the PRSUs granted in Fiscal 2023 achieved payouts at 200% of target pursuant to the applicable performance period as summarized below.

Name and Principal Position

Target Payout

Payout Earned

Amir Adnani, President and CEO

210,897 PRSUs

421,795 shares

Scott Melbye, Executive Vice President

71,795 shares

Josephine Man, Chief Financial Officer, Treasurer and Secretary

Brent Berg, Senior Vice President, U.S.

In Fiscal 2026, our Compensation Committee reviewed the market prevalence of long-term equity incentive plans within our Peer Group and determined that PRSUs and RSUs were the most appropriate form of long-term equity incentive to grant due to market practice.

The LTIP awards awarded to our executive officers in Fiscal 2026 are more particularly described below in the “Grants of Plan Based Awards” table.

In Fiscal 2026, performance based long-term equity incentive plan awards were awarded to the executive officers in the form of PRSUs.

The PRSUs accrue over 36 months but will not settle until the end of the 36-month period and are contingent on the level of performance achieved.

Each vested PRSU represents the opportunity to receive a share of common stock or its cash equivalent at the discretion of the Compensation Committee.

The PRSUs are measured based on our TSR relative to a Performance Peer Group.

The Performance Peer Group was determined after reviewing the constituents comprising the Sprott Uranium Miners Index and the Global X Uranium ETF as of the grant date.

Each vested PRSU represents the opportunity to receive a share of common stock or its cash equivalent at the discretion of our Compensation Committee.

The PRSUs are measured based on our TSR relative to the TSR of the Performance Peer Group described below, the constituents of which were presented to our Compensation Committee by GGA for its determination.

Our TSR will be ranked against the selected constituents.

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The following table summarizes the Fiscal 2026 PRSU vesting schedule.

Measurement Period

Performance Criteria

Company TSR Ranking vs.

Performance Peer Group TSR

Peer Group TSR

Performance Multiplier

over the Measurement Period

over the Measurement

Below 33 rd percentile

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75 th percentile and above

Year 1 to Year 3

Below 33 rd percentile

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75 th percentile and above

Performance Peer Group

The following table sets forth the Performance Peer Group for Fiscal 2026 PRSUs.

Performance Peer Group

Alligator Energy Limited

Deep Yellow Limited

GoviEx Uranium Inc.

Peninsula Energy Limited

ATHA Energy Corp.

Denison Mines Corp.

CGN Mining Company Limited

IsoEnergy Ltd.

Premier American Uranium Inc.

Paladin Energy Ltd

Aura Energy Limited

Elevate Uranium Ltd

Deep Yellow Limited

Laramide Resources Ltd.

Skyharbour Resources Ltd.

Peninsula Energy Limited

Bannerman Energy Ltd

enCore Energy Corp.

Denison Mines Corp.

Lotus Resources Limited

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Boss Energy Limited

Energy Fuels Inc.

enCore Energy Corp.

Mega Uranium Ltd.

Sprott Uranium Miners ETF

Uranium Royalty Corp.

Cameco Corporation

F3 Uranium Corp.

Energy Fuels Inc.

National Atomic Company Kazatomprom JSC

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CanAlaska Uranium Ltd.

Forsys Metals Corp.

NexGen Energy Ltd.

Western Uranium & Vanadium Corp.

CGN Mining Company Limited

Global Atomic Corporation

Paladin Energy Ltd

NexGen Energy Ltd.

Yellow Cake PLC

The following table summarizes the payouts earned by NEOs in Fiscal 2025 pursuant to PRSUs granted in Fiscal 2022.

The TSR for our shares of common stock outperformed the Global X Uranium ETF by 1,659 basis points for the applicable performance period (being from July 29, 2022 to July 29, 2025).

During such performance period, the absolute TSR was also positive.

Accordingly, the PRSUs granted in Fiscal 2022 achieved payouts at 166% of target pursuant to the applicable performance period.

Name and Principal Position

Target Payout

Payout Earned

Amir Adnani, President and Chief Executive Officer

135,463 shares

Scott Melbye, Executive Vice President

37,196 shares

Pat Obara, Former Secretary, Treasurer and Chief Financial Officer

28,339 shares

Josephine Man, Chief Financial Officer, Treasurer and Secretary

Brent Berg, Senior Vice President, U.S.

In Fiscal 2025 the Compensation Committee reviewed the market prevalence of long-term equity incentive plans within the Peer Group and determined that PRSUs and RSUs were the most appropriate form of long-term equity incentive to grant in Fiscal 2025 due to market practice.

The LTIP Awards awarded to our executive officers in Fiscal 2025 are more particularly described below in the “Grants of Plan Based Awards” table.

Fixed Versus At-Risk Pay

The following table summarizes the pay mix for our NEOs in Fiscal 2026 and illustrates the percentage of fixed versus at-risk pay:

Name and Principal Position

Cash Bonus (1)

Incentive Plan

President and Chief Executive Officer

President and CEO

Josephine Man

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Senior Vice President, U.S.

Pat Obara (4)

Former Secretary, Treasurer and Chief Financial Officer

These amounts represent discretionary bonuses paid in the fiscal year.

These amounts represent RSUs and PRSUs.

Man was appointed as Chief Financial Officer, Treasurer and Secretary of our Company effective October 1, 2024.

On October 1, 2024, Mr.

Obara stepped down as Secretary, Treasurer and Chief Financial Officer and was appointed as Senior Vice President, Administration of our Company effective October 1, 2024.

He ceased to be an executive officer of the Company as of such date.

Other Non-Cash Compensation

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Our other non-cash compensation is intended to provide a similar level of benefits as those provided by comparable companies within our industry.

Executive Compensation

Amir Adnani, President and Chief Executive Officer

Compensation Arrangements

Amir Adnani, President and CEO

During Fiscal 2026, Amir Adnani provided his services to us pursuant to a services agreement between us and Amir Adnani Corp.

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Our compensation policy for Mr.

Adnani is based on comparisons of other companies’ remunerations made to their Presidents and Chief Executive Officers and the value of Mr.

Adnani is based on comparisons of other companies’ remunerations made to their Presidents and CEOs and the value of Mr.

Adnani’s expertise.

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Josephine Man, Chief Financial Officer, Treasurer and Secretary

We appointed Josephine Man as our Chief Financial Officer, Treasurer and Secretary effective October 1, 2024.

Man is retained according to an executive services agreement, and her compensation is disclosed below in the “Summary Compensation Table”.

Josephine Man is retained according to an executive services agreement with us, and her compensation is disclosed below in the “Summary Compensation Table”.

Our compensation policy for Ms.

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Man’s expertise.

Pat Obara, former Secretary, Treasurer and Chief Financial Officer

Pat Obara stepped down as our Secretary, Treasurer and Chief Financial Officer effective October 1, 2024, ceasing to be an executive officer as of such date.

Since such date, he has served as Senior Vice President, Administration.

Obara served as our Secretary, Treasurer and Chief Financial Officer from October 2015 to October 2024, as our Vice President Administration from January 2011 to October 2015 and as our Chief Financial Officer from August 2006 to January 2011.

Obara is retained according to an employment arrangement with our Company, and his compensation is disclosed below in the “Summary Compensation Table”.

Our compensation policy for Mr.

Obara in his role as Chief Financial Officer was based on comparisons of other companies’ remunerations made to their Chief Financial Officers (and subsequently, to officers that have similar responsibilities to Mr.

Obara) and the value of Mr.

Obara’s expertise.

Brent Berg, Senior Vice President, U.S.

Brent Berg is retained according to an executive services agreement with our Company, and his compensation for serving as an executive officer is disclosed below in the “Summary Compensation Table”.

Brent Berg is retained according to an executive services agreement with us, and his compensation for serving as an executive officer is disclosed below in the “Summary Compensation Table”.

Our compensation policy for Mr.

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Retirement, Resignation or Termination Plans

Our executive officers with contracts for services have notice requirements which permit pay in lieu of notice.

Our contracts for services with our NEOs have notice requirements which permit pay in lieu of notice.

Each of our executive services arrangements with Messrs.

Melbye, Obara and Berg, Adnani Corp.

Melbye and Berg, Adnani Corp.

Man contemplates the case of termination due to various provisions whereby the NEOs will receive termination payments, as described below under “Executive Services Agreements”.

Compensation and Risk

We do not believe that our compensation policies and practices are reasonably likely to have a material adverse effect on us.

We have taken steps to ensure that our executive compensation program does not incentivize risk outside our risk appetite.

Some of the key ways that we currently manage compensation risk are as follows:

As part of its oversight of our compensation program, our Compensation Committee considers whether our compensation policies and practices, taken as a whole, encourage excessive or inappropriate risk-taking by our executive officers and other employees.

Based on this review, we do not believe that any risks arising from our compensation policies and practices are reasonably likely to have a material adverse effect on us.

We have designed our executive compensation program so that it does not incentivize risk outside of our risk appetite.

Some of the key features that help us manage compensation risk are as follows:

appointed a Compensation Committee which is composed entirely of independent directors to oversee the executive compensation program;

retained an independent compensation advisor, GGA, to provide advice on the structure and levels of compensation for our executive officers and directors;

our Compensation Committee has retained an independent compensation advisor, GGA, to provide advice on the structure and levels of compensation for our executive officers and directors;

our STIP has a cap on the total amount of payment any position may receive;

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Clawback Policy

We adopted a Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation (the “ Clawback Policy ”), with an effective date of November 20, 2023, in order to comply with Section 10D of the Exchange Act, Rule 10D-1 of the Exchange Act (“ Rule 10D-1 ”) and Section 811 of the NYSE American Company Guide (collectively, the “ Final Clawback Rules ”).

We adopted our Clawback Policy, with an effective date of November 20, 2023, in order to comply with Section 10D of the Exchange Act, Rule 10D-1 of the Exchange Act (“ Rule 10D-1 ”) and Section 811 of the NYSE American Company Guide (collectively, the “ Final Clawback Rules ”).

Our Board has designated the Compensation Committee of our Board as the administrator of the Clawback Policy.

The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers, as defined in Rule 10D-1 (each, a “ Covered Officer ”), in the event that we are required to prepare an accounting restatement in accordance with the Final Clawback Rules.

Our Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers, as defined in Rule 10D-1 (each, a “ Covered Officer ”), in the event that we are required to prepare an accounting restatement in accordance with the Final Clawback Rules.

The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement.

Under the Clawback Policy, we may recoup from the Covered Officers erroneously awarded incentive-based compensation received within a lookback period of the three completed fiscal years preceding the date on which we are required to prepare an accounting restatement.

A copy of our Clawback Policy is included as Exhibit 97.1 to this Annual Report on Form 10-K.

A copy of our Clawback Policy is included as Exhibit 97.1 to this Annual Report.

Timing of Stock Awards and Disclosure of Material Nonpublic Information

We do not follow a predetermined scheduled for granting stock-based compensation.

Typically, our Board of Directors and the Compensation Committee consider granting stock-based compensation on an annual basis in the last quarter of each fiscal year or for new hires around the hire date and outside of the filing of our financial results.

Typically, our Board and our Compensation Committee consider granting stock-based compensation on an annual basis in the last quarter of each fiscal year or for new hires around the hire date and outside of the filing of our financial results.

The granting of awards under our 2024 Stock Incentive Plan is contingent on our performance.

Our Board of Directors and the Compensation Committee review and approve these Awards.

Our Board and our Compensation Committee review and approve these awards.

They ensure that material nonpublic information (“ MNPI ”) is taken into account when determining the timing and terms of the awards and, if MNPI is present, the awards will be deferred until such information has been publicly disclosed.

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We adopted an Anti-Hedging and Anti-Pledging Policy (the “ Anti-Hedging and Anti-Pledging Policy ”).

The Anti-Hedging and Anti-Pledging Policy provides that, unless otherwise previously approved by our Corporate Governance and Nominating Committee, no director, officer or employee of the Company or its subsidiaries or, to the extent practicable, any other person (or their associates) in a special relationship (within the meaning of applicable securities laws) with the Company, may, at any time:

(i) purchase financial instruments, including prepaid variable forward contracts, instruments for the short sale or purchase or sale of call or put options, equity swaps, collars, or units of exchangeable funds that are based on fluctuations of the Company’s debt or equity instruments and that are designed to or that may reasonably be expected to have the effect of hedging or offsetting a decrease in the market value of any securities of the Company;

or (ii) purchase Company securities on a margin or otherwise pledge Company securities as collateral for a loan.

Our Anti-Hedging and Anti-Pledging Policy provides that, unless otherwise previously approved by our Nominating and Corporate Governance Committee, none of our or our subsidiaries’ directors, officers or employees or, to the extent practicable, any other person (or their associates) in a special relationship (within the meaning of applicable securities laws) with us, may, at any time:

(i) purchase financial instruments, including prepaid variable forward contracts, instruments for the short sale or purchase or sale of call or put options, equity swaps, collars, or units of exchangeable funds that are based on fluctuations of our debt or equity instruments and that are designed to or that may reasonably be expected to have the effect of hedging or offsetting a decrease in the market value of our securities;

or (ii) purchase our securities on a margin or otherwise pledge our securities as collateral for a loan.

Any violation of our Anti-Hedging and Anti-Pledging Policy will be regarded as a serious offence.

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The Stock Ownership Guidelines provide that each executive officer should attain a specified level of ownership of shares of our common stock equal to a multiple of their base compensation within five years of the executive officer’s first appointment to their role.

The stock ownership requirement is three times (3x) base compensation for our President and Chief Executive Officer and one times (1x) base compensation for our other executive officers.

Our Stock Ownership Guidelines are available on our website at www.uraniumenergy.com .

The following table sets forth the total stock ownership and value thereof for each of our executive officers as of September 23, 2025.

Executive Officer

Total Value of

Stock Owned (1)

Stock Ownership

President and Chief Executive Officer

Josephine Man

Chief Financial Officer, Treasurer and Secretary

Executive Vice President

Senior Vice President, U.S.

The total value of stock owned is based on the $10.89 average closing price of our common stock for the 53 days preceding September 23, 2025.

Berg was appointed as an executive officer of the Company on March 21, 2024 and has until March 21, 2029 to meet his stock ownership guidelines.

As of July 31, 2025, and the filing date of this Annual Report, each of our executive officers are in compliance with the Stock Ownership Guidelines.

Consideration of Most Recent Shareholder Advisory Vote on Executive Compensation

The stock ownership requirement is three times (3x) base compensation for our President and CEO and one times (1x) base compensation for our other executive officers.

Unvested equity awards are not included in calculating compliance with the Stock Ownership Guidelines.

As of the date of this Annual Report, each of our executive officers meet such guidelines.

While there is no formal guideline for non-executive directors currently, each of the non-executive directors currently have meaningful ownership of shares of our common stock in an amount equal to at least three times their annual retainer, with average ownership among our non-executive directors equal to approximately 16 times their respective annual retainers.

Consideration of Most Recent Stockholder Advisory Vote on Executive Compensation

At our 2026 annual meeting of stockholders, we held an advisory vote on the compensation of our Named Executive Officers.

The proposal received strong support, with approximately 97.9% of votes cast in favor.

We viewed this level of support as general shareholder endorsement of our executive compensation philosophy and performance-based structure.

We viewed this level of support as an endorsement of our executive compensation philosophy and performance-based structure.

We believe this reflects the alignment of our pay outcomes and long-term stockholder value creation.

As such, we did not implement any significant changes to our executive compensation program based on this advisory vote.

Consistent with the preference expressed by our stockholders at our 2023 annual meeting of stockholders, where an annual frequency was approved, we currently hold our say-on-pay advisory vote on an annual basis, and we expect to hold our next say-on-pay advisory vote at our 2027 annual meeting of stockholders.

We expect to hold our next advisory vote on the frequency of say-on-pay votes no later than our 2029 annual meeting of stockholders.

Compensation Committee Interlocks and Insider Participation

No person who served as a member of our Compensation Committee during Fiscal 2025 was a current or former officer or employee of our Company or engaged in certain transactions with our Company required to be disclosed by regulations of the SEC.

Additionally, during Fiscal 2025, there were no Compensation Committee “interlocks”, which generally means that no executive officer of our Company served:

(i) as a member of the Compensation Committee (or other Board of Directors’ committee performing equivalent functions or, in the absence of any such committee, the entire Board of Directors) of another entity which had an executive officer serving as a member of our Company’s Compensation Committee;

(ii) as a director of another entity which had an executive officer serving as a member of our Company’s Compensation Committee;

or (iii) as a member of the Compensation Committee (or other Board of Directors’ committee performing equivalent functions or, in the absence of any such committee, the entire Board of Directors) of another entity which had an executive officer serving as a director of our Company.

No person who served as a member of our Compensation Committee during Fiscal 2026 was a current or former officer or employee of us or engaged in certain transactions with us required to be disclosed by regulations of the SEC.

Additionally, during Fiscal 2026, there were no Compensation Committee “interlocks”, which generally means that none of our executive officers served:

(i) as a member of a Compensation Committee (or other committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity which had an executive officer serving as a member of our Compensation Committee;

(ii) as a director of another entity which had an executive officer serving as a member of our Compensation Committee;

or (iii) as a member of the Compensation Committee (or other committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity which had an executive officer serving as a director on our Board of Directors.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the foregoing compensation discussion and analysis with Company management.

Based on that review and those discussions, the Compensation Committee recommended to our Board of Directors that the compensation discussion and analysis be included in this Annual Report.

This report is provided by our independent directors, Vincent Della Volpe, David Kong and Gloria Ballesta, who comprise our Compensation Committee.

The members of the Compensation Committee have reviewed and discussed the contents of the Compensation Discussion and Analysis with our management.

Based on such review and discussions with management and our independent compensation consultant, and subject to the limitations on the role and responsibility of the Compensation Committee, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this Annual Report.

Compensation Committee of the Board of Directors

Vincent Della Volpe, Chairperson

Gloria Ballesta

The foregoing Compensation Committee Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act, or to the liabilities of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act, except to the extent that the Company specifically incorporates it by reference into such filing.

Summary Compensation Table

The following table sets forth the compensation paid to our Named Executive Officers during each of the fiscal years ended July 31, 2026, 2025 and 2024:

Principal Position

Salary ($) (1)

Incentive Plan

Compensation ($)

Non-Qualified

President and

Chief Executive

All Other Compensation

President and Chief

Executive Officer

Josephine Man (6)

Chief Financial

Officer, Treasurer

and Secretary

Vice President

Brent Berg (8)

President, U.S.

Pat Obara (10)

Treasurer and

Chief Financial

Chief Financial Officer,

Treasurer and Secretary

Executive Vice President

Senior Vice President, U.S.

These amounts represent fees paid by us to our Named Executive Officers during the year pursuant to various executive services agreements, between us and the Named Executive Officers, which are more particularly described below.

These amounts represent the aggregate grant date fair value of RSUs and PRSUs for the fiscal years noted.

For Fiscal 2026, the grant date fair value of each RSU is $9.74 per share based on the closing price of our common stock as of the grant date of July 30, 2026 and the grant date fair value of each PRSU granted on July 30, 2026 is $3.37 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs.

For Fiscal 2025, the grant date fair value of each RSU is $6.21 and $8.68 per share based on the most recent closing price of our common stock as of the grant dates of October 1, 2024 and July 31, 2025, respectively, and the grant date fair value of each PRSU granted on July 31, 2025 is $3.22 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs.

The fair value of each PRSU was calculated using the Monte Carlo simulation model.

The following assumptions were used to value the PRSUs granted on July 31, 2025:

expected risk free interest rate:

expected volatility:

expected dividend yield:

expected life in years:

and average correlation:

For Fiscal 2024, the grant date fair value of each RSU is $5.49 per share based on the most recent closing price of our common stock as of the grant date of July 26, 2024, and the grant date fair value of each PRSU is $5.41 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs.

The fair value of each PRSU was calculated using the Monte Carlo simulation model.

The following assumptions were used to value the PRSUs granted on July 26, 2024:

expected risk free interest rate:

expected volatility:

expected dividend yield:

expected life in years:

and correlation:

For Fiscal 2023, the grant date fair value of each RSU is $3.32 per share based on the most recent closing price of our common stock as of the grant date of July 31, 2023, and the grant date fair value of each PRSU is $3.35 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs.

The fair value of each PRSU was calculated using the Monte Carlo simulation model.

The following assumptions were used to value the PRSUs granted on July 31, 2023:

expected risk free interest rate:

expected volatility:

expected dividend yield:

expected life in years:

and correlation:

The fair value of PRSUs is determined using a Monte Carlo simulation model that uses the following assumptions:

(i) expected volatility based on the historical price volatility of UEC and the designated peer group;

(ii) expected risk-free interest rate based on the U.S.

Treasury rates as of the grant date;

and (iii) expected term.

These amounts represent cash awards under our STIP.

The payments for the fiscal years noted were made after our year-end results were evaluated in August 2026, 2025 and 2024, respectively.

This compensation reflects all amounts paid, both directly and indirectly, through Adnani Corp.

These amounts represent discretionary bonuses paid in the fiscal year noted.

These amounts represent the aggregate grant date fair value of PSOs which was estimated using the Black-Scholes option pricing model.

The following assumptions were used to value the PSOs granted on July 31, 2023:

exercise price:

expected risk free interest rate:

expected annual volatility:

expected life in years:

expected annual dividend yield:

and Black-Scholes value:

These amounts represent the grant date fair value of the stock options which was estimated using the Black-Scholes option pricing model.

Man was appointed as our Chief Financial Officer, Treasurer and Secretary effective October 1, 2024 (during Fiscal 2025).

These amounts represent the grant date fair value of the stock options which were estimated using the Black-Scholes option pricing model.

The following assumptions were used to value the stock options granted on October 1, 2024:

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and Black-Scholes value:

Man was appointed as Chief Financial Officer, Treasurer and Secretary of our Company effective October 1, 2024.

Berg was appointed as Senior Vice President, U.S.

Operations of our Company effective March 21, 2024.

The items comprising “All Other Compensation” for Fiscal 2026 are:

Melbye, $18,671 reflecting Company matching contributions to his 401(k) plan, and for Mr.

Berg, $17,840 reflecting Company matching contributions to his 401(k) plan.

The amount reported for Messrs.

Melbye and Berg in the “All Other Compensation” column for Fiscal 2025 and Fiscal 2024 has been revised from $nil, as previously reported in the Company’s annual report on Form 10-K for Fiscal 2025 and Fiscal 2024, filed on September 24, 2025 and September 27, 2024, respectively, and definitive proxy statements on Schedule 14 filed on June 10, 2026 and June 6, 2025, to $17,588 and $16,192 for Messrs.

Melbye and Berg, respectively, for Fiscal 2025 and to $15,058 and $2,000 for Messrs.

Melbye and Berg, respectively, for Fiscal 2024.

The amount previously reported understated the Company’s matching contributions under the Company’s 401(k) plan due to an administrative error in compiling the data.

The revised amounts reflect the matching contributions actually credited to Messrs.

Melbye and Berg’s account for the 2025 and 2024 plan years.

The “Total” column for Fiscal 2025 and Fiscal 2024 has been revised accordingly.

This amount represents a one-time sign-on bonus paid to Mr.

On October 1, 2024, Mr.

Obara stepped down as Secretary, Treasurer and Chief Financial Officer and was appointed as Senior Vice President, Administration of our Company effective October 1, 2024.

He ceased to be an executive officer of the Company as of such date.

This compensation reflects all amounts paid, both directly and indirectly through Adnani Corp.

Grants of Plan Based Awards

We granted awards to the Named Executive Officers in Fiscal 2026, as follows:

Estimated Future Payouts Under

Non-Equity Incentive Plan Awards (2)

Estimated Future Payouts Under

Equity Incentive Plan Awards

Estimated Future Payouts

Non-Equity Incentive Plan

Estimated Future Payouts

Equity Incentive Plan

Other Stock Awards:

All Other Option

of Stock or Units

Number of Securities Underlying Options

Exercise Price of Option Awards

Grant Date Fair Value of Stock and Option Awards

August 1, 2025

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July 30, 2026

Chief Executive Officer

July 30, 2026

Executive Officer

Josephine Man

October 1, 2024

August 1, 2025

Chief Financial

October 1, 2024

Officer, Treasurer

October 1, 2024

and Secretary

July 30, 2026

Officer, Treasurer and Secretary

July 30, 2026

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July 30, 2026

Pat Obara (8)

Former Secretary,

July 31, 2025

Treasurer and

Chief Financial

STIP – refers to awards under our STIP.

RSU – refers to restricted stock units granted under our Stock Incentive Plan.

PRSU – refers to performance based restricted stock units granted under our Stock Incentive Plan.

Option – refers to stock options granted under our Stock Incentive Plan.

These figures represent possible payouts pursuant to the STIP for Fiscal 2025.

The grant date fair value of each RSU is $8.68 per share based on the most recent closing price of our common stock as of the grant date of July 31, 2025.

These figures represent possible payouts pursuant to our STIP for Fiscal 2026.

The grant date fair value of each RSU is $9.74 per share based on the closing price of our common stock as of the grant date of July 30, 2026.

The grant date fair value of each PRSU granted on July 30, 2026 is $3.37 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs.

The fair value of each PRSU was calculated using the Monte Carlo simulation model.

The following assumptions were used to value the PRSUs granted on July 31, 2025:

expected risk free interest rate:

expected volatility:

expected dividend yield:

expected life in years:

and average correlation:

These amounts represent the grant date fair value of the stock options which was estimated using the Black-Scholes option pricing model.

The following assumptions were used to value the stock options granted on October 1, 2024:

exercise price:

expected risk free interest rate:

expected annual volatility:

expected life in years:

expected annual dividend yield:

and Black-Scholes value:

The grant date fair value of each RSU is $6.21 per share based on the most recent closing price of our common stock as of the grant date of October 1, 2024.

Man was appointed as Chief Financial Officer, Treasurer and Secretary of our Company effective October 1, 2024.

On October 1, 2024, Mr.

Obara stepped down as Secretary, Treasurer and Chief Financial Officer and was appointed as Senior Vice President, Administration of our Company effective October 1, 2024.

He ceased to be an executive officer of the Company as of such date.

The fair value of PRSUs is determined using a Monte Carlo simulation model that uses the following assumptions:

(i) expected volatility based on the historical price volatility of UEC and the designated peer group;

(ii) expected risk-free interest rate based on the U.S.

Treasury rates as of the grant date;

and (iii) expected term.

Outstanding Equity Awards

The following table sets forth information as at July 31, 2025, relating to equity Awards that have been granted to the Named Executive Officers:

The following table sets forth information as of July 31, 2026 relating to outstanding equity awards that have been granted to our Named Executive Officers:

Option Awards

Unexercisable

Option Expiration

Units of Stock

That Have Not

Market Value of

Shares or Units of

Stock That Have

Incentive Plan

Units of Stock

That Have Not

Incentive Plan

Payout Value of

Shares or Units

of Stock That

Number of Securities Underlying Unexercised Options Exercisable

Number of Securities Underlying Unexercised Options Unexercisable

Option Exercise Price

Option Expiration Date

Number of Shares or Units of Stock

Market Value of Shares or Units

Equity Incentive Plan Awards:

Number of Unearned Shares or Units of Stock That Have Not Vested

Incentive Plan Awards:

Market or Payout Value of Unearned Shares or

Units of Stock That Have

July 31, 2023

July 31, 2033

President and

July 26, 2024

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July 30, 2026

Josephine Man

July 16, 2020

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July 21, 2031

Chief Financial

July 29, 2022

July 29, 2032

Officer, Treasurer

July 31, 2023

July 31, 2033

and Secretary

October 1, 2024

October 1, 2034

and Secretary

October 1, 2024

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July 16, 2030

Vice President

July 31, 2023

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March 21, 2034

July 26, 2024

July 31, 2025

July 26, 2024

July 31, 2025

Pat Obara (11)

July 30, 2019

July 30, 2029

July 16, 2020

July 16, 2030

July 16, 2020

July 16, 2030

Treasurer and

July 31, 2023

Senior Vice

July 26, 2024

President, U.S.

July 31, 2025

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July 30, 2026

Option – refers to stock options granted under our Stock Incentive Plan.

PSO – refers to performance stock options granted under our Stock Incentive Plan.

RSU – refers to restricted stock units granted under our Stock Incentive Plan.

PRSU – refers to performance based restricted stock units granted under our Stock Incentive Plan.

RSUs granted on July 29, 2022 vest in substantially equal installments on each of July 29, 2023, 2024 and 2025.

RSUs granted on July 26, 2024 vest in substantially equal installments on each of July 29, 2025, July 31, 2026 and July 31, 2027.

RSUs granted on October 1, 2024 vest in substantially equal installments on each of October 1, 2025, 2026 and 2027.

RSUs granted on July 31, 2025 vest in substantially equal installments on each of July 31, 2026, 2027 and 2028.

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The PRSUs granted on July 26, 2024 cliff vest on July 26, 2027 depending on a three-year relative TSR performance.

The PRSUs granted on July 31, 2025 accrue as to 15% on each of July 31, 2026, 2027 and 2028 depending on one-year relative TSR performance and 55% on July 31, 2028 depending on three-year relative TSR performance.

The PRSUs granted on July 30, 2026 accrue as to 15% on each of July 30, 2027, 2028 and 2029 depending on one-year relative TSR performance and 55% on July 30, 2029 depending on three-year relative TSR performance.

The PRSUs accrue annually and settle after 36 months.

The grant date fair value of each PRSU granted on July 26, 2024 is $5.41 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs.

The fair value of each PRSU was calculated using the Monte Carlo simulation model.

The following assumptions were used to value the PRSUs granted on July 31, 2023:

expected risk free interest rate:

expected volatility:

expected dividend yield:

expected life in years:

and correlation:

The grant date fair value of each PRSU granted on July 31, 2025 is $3.22 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs.

The fair value of each PRSU was calculated using the Monte Carlo simulation model.

The following assumptions were used to value the PRSUs granted on July 26, 2024:

expected risk free interest rate:

expected volatility:

expected dividend yield:

expected life in years:

and correlation:

The grant date fair value of each PRSU granted on July 30, 2026 is $3.37 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs.

The fair value of each PRSU was calculated using the Monte Carlo simulation model.

The following assumptions were used to value the PRSUs granted on July 31, 2025:

expected risk free interest rate:

expected volatility:

expected dividend yield:

expected life in years:

and average correlation:

The fair value of PRSUs is determined using a Monte Carlo simulation model that uses the following assumptions:

(i) expected volatility based on the historical price volatility of UEC and the designated peer group;

(ii) expected risk-free interest rate based on the U.S.

Treasury rates as of the grant date;

and (iii) expected term.

PSOs granted on July 31, 2023 vest in substantially equal installments on each of July 31, 2024, 2025 and 2026.

Indirectly held by the Named Executive Officer.

Stock options granted on July 30, 2019, July 16, 2020, July 21, 2021, July 29, 2022, July 31, 2023, March 21, 2024 and October 1, 2024 vest as to one-eighth on each day which is three and six months, respectively, from the date of grant and one-quarter on each day which is 12, 18 and 24 months, respectively, from the date of grant.

Stock options granted on July 16, 2020, July 21, 2021, July 29, 2022, July 31, 2023, March 21, 2024 and October 1, 2024 vest as to one-eighth on each day which is three and six months, respectively, from the date of grant and one-quarter on each day which is 12, 18 and 24 months, respectively, from the date of grant.

PSOs granted on July 16, 2020 vest in substantially equal installments on each of July 16, 2021, 2022 and 2023.

Man was appointed as Chief Financial Officer, Treasurer and Secretary of our Company effective October 1, 2024.

On October 1, 2024, Mr.

Obara stepped down as Secretary, Treasurer and Chief Financial Officer and was appointed as Senior Vice President, Administration of our Company effective October 1, 2024.

He ceased to be an executive officer of the Company as of such date.

Option Exercises and Stock Vested

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Number of Shares

Acquired on Exercise

Value Realized

on Exercise ($)

Number of Shares

Acquired on Vesting

Value Realized on

Vesting (1) ($)

Amir Adnani, President and Chief Executive Officer

Number of Shares

Amir Adnani, President and CEO

Josephine Man, Chief Financial Officer, Treasurer and Secretary

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Brent Berg, Senior Vice President, U.S.

Pat Obara, Former Secretary, Treasurer and Chief Financial Officer

This amount represents the difference between the closing price of our common stock on the date of exercise and the exercise price of the stock option.

These amounts represent the number of RSUs and PRSUs vested multiplied by the closing price of our common stock on each of the vesting dates.

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Our non-executive directors receive an annual retainer consisting of cash and equity compensation for their annual service.

The value and form of equity Awards granted to each director is based on the experience of the director, time spent on Company matters and the compensation paid to directors of other companies in the industry.

The value and form of equity awards granted to each director are based on the experience of the director, time spent on Company matters and the compensation paid to directors of other companies in the industry.

In Fiscal 2026, RSUs and stock options were awarded to our non-executive directors.

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The stock options vest over 24 months.

The following table sets forth information relating to compensation paid to our non-employee directors for Fiscal 2025:

Incentive Plan

Non-Qualified

The following table sets forth information relating to compensation paid to our non-executive directors for Fiscal 2026:

Fees Earned Or Paid

Spencer Abraham

Gloria Ballesta

Vincent Della Volpe

Information for Mr.

Adnani is disclosed above in the “Summary Compensation Table” and is not reported in the “Director Compensation” table of this Annual Report.

Gloria Ballesta

These amounts represent the grant date fair value of RSUs.

The grant date fair value of each RSU is $8.68 per share based on the most recent closing price of our common stock as of the grant date of July 31, 2025.

The grant date fair value of each RSU is $9.74 per share based on the closing price of our common stock as of the grant date of July 30, 2026.

RSUs granted on July 30, 2026 vest in substantially equal installments on each of July 31, 2027, 2028 and 2029.

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and Black-Scholes value:

As at July 31, 2025, our directors held stock options to acquire an aggregate of 1,123,454 shares of our common stock as follows:

As of July 31, 2026, our non-executive directors held stock options to acquire an aggregate of 1,001,238 shares of our common stock as follows:

Spencer Abraham:

215,108 stock options;

114,915 stock options including PSOs;

125,247 stock options;

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159,471 stock options.

Amir Adnani serves as our Chief Executive Officer, President and director.

Within his capacity as President and Chief Executive Officer, and through an executive services agreement with a private company, Adnani Corp., controlled by Mr.

Amir Adnani serves as our President, CEO and a director of the Company.

Within his capacity as President and CEO, and through an executive services agreement with a private company, Adnani Corp., controlled by Mr.

Adnani, he provides various consulting services.

Adnani does not receive additional compensation in connection with his service as a director.

Adnani’s direct and indirect compensation as an executive officer is disclosed above in the “Summary Compensation Table”.

Adnani’s direct and indirect compensation as an executive officer is disclosed above in the “Summary Compensation Table” above.

In Fiscal 2026, Spencer Abraham, David Kong, Vincent Della Volpe, Gloria Ballesta and Trecia Canty served as independent directors.

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Della Volpe serves as Chairperson of our Compensation Committee.

Ballesta serves as Chairperson of our Corporate Governance and Nominating Committee.

Ballesta serves as Chairperson of our Nominating and Corporate Governance Committee.

Canty serves as Chairperson of our Sustainability Committee.

The following table sets forth the annual retainer fees paid to our non-executive directors in Fiscal 2025 and thereafter.

The following table sets forth the annual retainer fees paid to our non-executive directors in Fiscal 2026.

Board Position

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Audit Committee Chairperson

Audit Committee Member

Compensation Committee Chairperson

Corporate Governance and Nominating Committee Chairperson

Compensation Committee Member

Nominating and Corporate Governance Committee Chairperson

Nominating and Corporate Governance Committee Member

Sustainability Committee Chairperson

Audit Committee Members including the Chairperson

Committee Members other than Audit including the Chairperson (1)

Committee member retainers are applicable to the Compensation Committee, the Corporate Governance and Nominating Committee and the Sustainability Committee.

Each Committee Chairperson also receives the base Committee member retainer.

Sustainability Committee Member

In addition to such annual retainer fees, our non-executive directors may, from time to time, receive equity compensation, which is granted on a discretionary basis.

The value and form of equity compensation granted is based on the experience of the director, time spent on Company matters and a comparison of the compensation paid to directors of other companies in the industry.

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(u) of SEC Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Amir Adnani, our President and Chief Executive Officer (“ CEO ”;

and the “ CEO Pay Ratio ”).

For Fiscal 2026, our last completed fiscal year:

the median of the annual total compensation of all employees of our Company (other than our CEO) was $68,387;

the median of the annual total compensation of all our employees (other than our CEO) was $69,375;

the annual total compensation of our CEO, including incentive based compensation, as reported in the “Summary Compensation Table” above, was $9,283,450.

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Our compensation program consists of both fixed and variable components and is designed to motivate all employees to produce superior short- and long-term corporate performance.

The ratio of our CEO’s base compensation to the base compensation of our median employee was approximately 93 to 1 because our compensation philosophy aims to position the fixed portion of our CEO’s compensation near the 50 th percentile of his position per the Peer Group review conducted by GGA.

Given our CEO’s level of responsibility, experience and potential, the Compensation Committee awards the CEO a mix of compensation with a higher variable component (i.e., annual bonus, RSUs and PRSUs) that is based upon individual performance.

A substantial portion of our CEO’s total compensation consists of variable, at-risk incentive compensation (i.e., annual bonus, RSUs and PRSUs) tied to individual and corporate performance, while the fixed portion of our CEO’s compensation is positioned near the 50 th percentile of his position per the Peer Group review conducted by GGA.

Given our CEO’s level of responsibility, experience and potential, our Compensation Committee awards the CEO a mix of compensation with a higher variable component.

As a result, a substantial percentage of our CEO’s total compensation is at risk every year, providing our CEO with greater incentive to increase stockholder value and improve corporate performance over the long term.

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we determined that, as of July 31, 2026, our employee population consisted of approximately 256 individuals, excluding our CEO, working for us and our consolidated subsidiaries, with approximately 79% of these individuals located in the United States, 14% in Canada and 8% in Paraguay.

This population consisted of our full-time employees.

We do not have part-time, temporary and seasonal employees;

to identify the median employee from our employee population, we examined the annual base compensation and annual bonus target for Fiscal 2025 for all full-time, part-time and temporary employees employed by us and our consolidated subsidiaries at the start of business on July 31, 2025.

This population consisted of our full-time and part-time employees.

We do not have temporary and seasonal employees;

to identify the median employee from our employee population, we examined the annual base compensation and annual bonus target for Fiscal 2026 for all employees employed by us and our consolidated subsidiaries at the start of business on July 31, 2026.

We believe that these pay elements are appropriate because it was impractical to gather actual data from multiple payroll systems utilized to pay our worldwide workforce, and the actual achievement of the variable portion of compensation can vary widely from year to year;

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Adnani Services Agreement

On July 24, 2013, our Board of Directors approved the entering into of a services agreement with Adnani Corp.

with an initial term commencing retroactively on July 1, 2013, as supplemented by letter agreements dated August 1, 2015 and September 24, 2024 (collectively the “ Adnani Agreement ”).

The Adnani Agreement is subject to automatic renewal on a three-month to three-month term renewal basis unless either the Company or Adnani Corp.

provides written notice not to renew the Adnani Agreement no later than 90 days prior to the end of the then current or renewal term.

Pursuant to the terms and provisions of the Adnani Agreement:

On July 24, 2013, we entered into a services agreement with Adnani Corp., as supplemented by letter agreements dated August 1, 2015 and September 24, 2024 (collectively the “ Adnani Agreement ”).

The Adnani Agreement is subject to automatic renewal on a three-month to three-month term renewal basis unless either party provides written notice not to renew the Adnani Agreement no later than 90 days prior to the end of the then current or renewal term.

Pursuant to the terms of the Adnani Agreement:

(i) through Adnani Corp., Mr.

Adnani provides various consulting services to the Company which are in addition to his duties and responsibilities as our President and Chief Executive Officer;

Adnani provides various consulting services which are in addition to his duties and responsibilities as our President and CEO;

and (ii) we shall pay to Adnani Corp.

a monthly fee of $34,000.

Effective on April 1, 2020, due to the COVID-19 pandemic, the monthly fee payable to Adnani Corp.

was reduced on a non-accrued basis from its original and stated amount to $16,830.

Effective on October 1, 2020 and again effective on May 31, 2021, the monthly fee payable to Adnani Corp.

was reinstated to the levels in effect prior to April 1, 2020 and May 1, 2016, respectively.

Effective on May 31, 2021 and again effective on March 1, 2022, the monthly fee payable to Adnani Corp.

was increased to $36,666 and $38,500, respectively.

Effective on August 1, 2022 and again effective on August 1, 2023, the monthly fee payable to Adnani Corp.

was increased to $39,833 and $47,916.67, respectively.

a monthly fee.

Effective on August 1, 2025 and again effective on August 1, 2026, the monthly fee payable to Adnani Corp.

was increased to $62,500 and $79,166.67, respectively.

If the Company elects to not renew the Adnani Agreement, and provided that Adnani Corp.

is in compliance with the relevant terms and conditions of the Adnani Agreement, the Company shall be obligated to provide a termination package to Adnani Corp.

If we elect to not renew the Adnani Agreement, and provided that Adnani Corp.

is in compliance with the relevant terms and conditions of the Adnani Agreement, we shall be obligated to provide a termination package to Adnani Corp.

(i) a cash payment equating to an aggregate of four months of the then monthly fee for each full year, and any portion thereof, of the initial term effective from July 23, 2009 and any renewal period during which the Adnani Agreement was in force and effect and during which Adnani Corp.

rendered services thereunder, together with a cash payment equating to Adnani Corp.’s average annual bonus during the most recent two years, payable by the Company to Adnani Corp.

rendered services thereunder, together with a cash payment equating to Adnani Corp.’s average annual bonus during the most recent two years, payable to Adnani Corp.

within 14 calendar days of the effective termination date;

(ii) any expense payment reimbursements which would then be due and owing by the Company to Adnani Corp.

(ii) any expense payment reimbursements which would then be due and owing to Adnani Corp.

to the effective termination date, payable within 14 calendar days of the effective termination date (the “ Adnani Outstanding Expense Reimbursements ”);

(iii) subject to applicable provisions of the Adnani Agreement and the Company’s Stock Incentive Plan, all of Mr.

Adnani’s then issued and outstanding stock-based equity Awards in and to the Company as at the effective termination date shall immediately vest, if not otherwise vested, and shall continue to be exercisable for a period of two years from the effective termination date (the “ Adnani Options Extension ”);

(iii) subject to applicable provisions of the Adnani Agreement and our 2024 Stock Incentive Plan, all of Mr.

Adnani’s then issued and outstanding stock-based equity awards as at the effective termination date shall immediately vest, if not otherwise vested, and shall continue to be exercisable for a period of two years from the effective termination date (the “ Adnani Options Extension ”);

(iv) confirmation that all of Adnani Corp.’s and Mr.

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Adnani for a period ending two years from the effective termination date (the “ Adnani Benefits Extension ”);

and (v) confirmation that all other unvested LTIP compensation then granted vests and is exercisable in accordance with the terms of the Stock Incentive Plan (the “ Adnani LTIP Vesting ”).

If the Company elects to terminate the Adnani Agreement without just cause (as defined therein), or if Adnani Corp.

and (v) confirmation that all other unvested LTIP compensation then granted vests and is exercisable in accordance with the terms of our 2024 Stock Incentive Plan (the “ Adnani LTIP Vesting ”).

If we elect to terminate the Adnani Agreement without just cause (as defined therein), or if Adnani Corp.

terminates the Adnani Agreement for just cause, for good reason or for good reason as a result of a change of control (each as also defined therein), and provided that Adnani Corp.

is in compliance with the relevant terms and conditions of the Adnani Agreement, the Company shall be obligated to provide a termination package to Adnani Corp.

(i) a cash payment equating to an aggregate of 24 months of the then monthly fee, together with a cash payment equating to two times the sum of Adnani Corp.’s average annual bonus during the most recent two years, payable by the Company to Adnani Corp.

is in compliance with the relevant terms and conditions of the Adnani Agreement, we shall be obligated to provide a termination package to Adnani Corp.

within 14 calendar days of the effective termination date;

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If Adnani Corp.

elects to terminate the Adnani Agreement, except for just cause, or if the Company terminates the Adnani Agreement for just cause, Adnani Corp.

elects to terminate the Adnani Agreement, except for just cause, or if we terminate the Adnani Agreement for just cause, Adnani Corp.

is not entitled to a termination package of any kind.

The Adnani Agreement will be deemed terminated on the 30 th calendar day following the death or disability of Mr.

Adnani, in which case the Company shall be obligated to provide a termination package to Adnani Corp.

Adnani, in which case we shall be obligated to provide a termination package to Adnani Corp.

Adnani’s estate as follows, provided that Adnani Corp.

is or was in compliance with the relevant terms and conditions of the Adnani Agreement:

(i) a cash payment equating to an aggregate of 12 months of the then monthly fee, together with a cash payment equating to Adnani Corp.’s average annual bonus during the most recent two years, payable by the Company to Adnani Corp.

Adnani’s estate within 14 calendar days of the effective termination date;

Adnani’s estate, as the case may be, within 14 calendar days of the effective termination date;

(ii) all Adnani Outstanding Expense Reimbursements;

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Melbye Executive Employment Agreement

On December 15, 2014, our Board of Directors approved the entering into of an executive services agreement with Scott Melbye, as amended by a letter agreement, dated for reference effective as at May 1, 2016, with an initial term commencing retroactively on September 1, 2014 and expiring on February 28, 2017 (collectively, the “ Melbye Agreement ”).

The Melbye Agreement is subject to automatic renewal on a one-month to one-month term renewal basis unless either the Company or Mr.

Melbye provides written notice not to renew the Melbye Agreement no later than 30 calendar days prior to the end of the then current or renewal term.

Pursuant to the terms and provisions of the Melbye Agreement:

On December 15, 2014, we entered into an executive services agreement with Scott Melbye, as amended by a letter agreement, dated for reference effective as at May 1, 2016, with an initial term commencing retroactively on September 1, 2014 and expiring on February 28, 2017, as supplemented by a letter agreement dated April 10, 2026 (collectively, the “ Melbye Agreement ”).

The Melbye Agreement is subject to automatic renewal on a one-month to one-month term renewal basis unless either party provides written notice not to renew the Melbye Agreement no later than 30 calendar days prior to the end of the then current or renewal term.

Pursuant to the terms of the Melbye Agreement:

Melbye shall provide duties to us commensurate with his position as our Executive Vice President;

and (ii) we shall pay to Mr.

Melbye a monthly fee of $20,833.

Effective on April 1, 2020, due to the COVID-19 pandemic, the monthly fee payable to Mr.

Melbye was reduced on a non-accrued basis from its original and stated amount to $12,187.50.

Effective on October 1, 2020 and again effective on May 31, 2021, the monthly fee payable to Mr.

Melbye was reinstated to the levels in effect prior to April 1, 2020 and May 1, 2016, respectively.

Effective on March 1, 2022 and again effective on August 1, 2023, the monthly fee payable to Mr.

Melbye was increased to $21,875 and $24,166.67, respectively.

Melbye a monthly fee.

Effective on August 1, 2025 and again effective on August 1, 2026, the monthly fee payable to Mr.

Melbye was increased to $30,416.67 and $33,333.33, respectively.

If the Company elects to not renew the Melbye Agreement, and provided that Mr.

Melbye is in compliance with the relevant terms and conditions of the same, the Company shall be obligated to provide a severance package to Mr.

If we elect to not renew the Melbye Agreement, and provided that Mr.

Melbye is in compliance with the relevant terms and conditions of the same, we shall be obligated to provide a severance package to Mr.

Melbye as follows:

(i) a cash payment equating to any outstanding fees and bonuses which would then be due and owing by the Company to Mr.

(i) a cash payment equating to any outstanding fees and bonuses which would then be due and owing to Mr.

Melbye to the effective termination date, payable within 14 calendar days of the effective termination date (the “ Melbye Outstanding Fees and Bonuses ”);

(ii) any expense payment reimbursements which would then be due and owing by the Company to Mr.

(ii) any expense payment reimbursements which would then be due and owing to Mr.

Melbye to the effective termination date, payable within 14 calendar days of the effective termination date (the “ Melbye Outstanding Expense Reimbursements ”);

(iii) any pro rata and unused vacation pay which would then be due and owing by the Company to Mr.

(iii) any pro rata and unused vacation pay which would then be due and owing to Mr.

Melbye to the effective termination date, payable within 14 calendar days of the effective termination date (the “ Melbye Outstanding Vacation Pay ”);

(iv) subject to applicable provisions of the Melbye Agreement and the Company’s then Stock Incentive Plan, all of Mr.

Melbye’s then issued and outstanding stock-based equity Awards in and to the Company as at the effective termination date shall immediately vest, if not otherwise vested, and shall continue to be exercisable for a period of 90 calendar days from the effective termination date (the “ Melbye Options Extension ”);

(iv) subject to applicable provisions of the Melbye Agreement and our 2024 Stock Incentive Plan, all of Mr.

Melbye’s then issued and outstanding stock-based equity awards as at the effective termination date shall immediately vest, if not otherwise vested, and shall continue to be exercisable for a period of 90 calendar days from the effective termination date (the “ Melbye Options Extension ”);

and (v) confirmation that all of Mr.

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Melbye for a period ending 90 calendar days from the effective termination date (the “ Melbye Benefits Extension ”).

If the Company elects to terminate the Melbye Agreement without just cause (as defined therein), or if Mr.

If we elect to terminate the Melbye Agreement without just cause (as defined therein), or if Mr.

Melbye terminates the Melbye Agreement for just cause, and provided that Mr.

Melbye is in compliance with the relevant terms and conditions of the same, the Company shall be obligated to provide a severance package to Mr.

Melbye is in compliance with the relevant terms and conditions of the same, we shall be obligated to provide a severance package to Mr.

Melbye as follows:

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and (v) the Melbye Benefits Extension.

Melbye elects to terminate the Melbye Agreement, except for just cause, and provided that Mr.

Melbye is in compliance with the relevant terms and conditions of the Melbye Agreement, the Company shall be obligated to provide a severance package to Mr.

If we elect to terminate the Melbye Agreement without just cause as a result of a change of control, or if Mr.

Melbye elects to terminate the Melbye Agreement for good reason as a result of a change of control (each as defined therein), and provided that Mr.

Melbye is in compliance with the relevant terms and conditions of the same, we shall be obligated to provide a severance package to Mr.

Melbye as follows:

(i) all Melbye Outstanding Fees and Bonuses;

(ii) all Melbye Outstanding Expense Reimbursements;

(iii) all Melbye Outstanding Vacation Pay;

and (iv) subject to applicable provisions of the Melbye Agreement, all of Mr.

Melbye’s then issued and outstanding stock-based equity Awards in and to the Company that have vested as at the effective termination date shall continue to be exercisable for a period of 90 calendar days from the effective termination date.

If the Company elects to terminate the Melbye Agreement for just cause, the Company shall be obligated to provide a severance package to Mr.

(ii) a cash payment equating to an aggregate of 18 months of the then monthly fee, together with a cash payment equating to 1.5 times Mr.

Melbye’s average annual bonus during the most recent two years;

(iii) confirmation that all of Mr.

Melbye’s then benefits coverage would be extended for a period ending six months from the effective termination date;

(iv) all of Mr.

Melbye’s then issued and outstanding stock-based equity awards as at the effective termination date shall immediately vest, if not otherwise vested, and continue to be exercisable for a period of one year from the effective termination date;

(v) all Melbye Outstanding Expense Reimbursements;

and (vi) all Melbye Outstanding Vacation Pay.

If we elect to terminate the Melbye Agreement for just cause, we shall be obligated to provide a severance package to Mr.

Melbye as follows:

(i) a cash payment equating to any outstanding fees which would then be due and owing by the Company to Mr.

(i) a cash payment equating to any outstanding fees which would then be due and owing to Mr.

Melbye to the effective termination date, payable within 14 calendar days of the effective termination date;

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The Melbye Agreement will be deemed terminated on the 30 th calendar day following the death or disability of Mr.

Melbye, in which case the Company shall be obligated to provide a severance package to Mr.

Melbye, in which case we shall be obligated to provide a severance package to Mr.

Melbye or Mr.

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and (iv) subject to applicable provisions of the Melbye Agreement, all of Mr.

Melbye’s then issued and outstanding stock-based equity awards that have vested as at the effective termination date shall continue to be exercisable for a period of one year from the effective termination date.

If, within 12 months following a change of control, the Melbye Agreement is terminated without just cause or Mr.

Melbye terminates the Melbye Agreement for good reason, then we will pay to and provide Mr.

Melbye with the following:

(i) a cash payment amount equal to any outstanding Melbye Outstanding Fees and Bonuses;

(ii) a severance cash payment equal to an aggregate of 18 months of the then effective monthly fee together with 1.5 times the two year average bonus paid during the most recent two years;

(iii) continued benefits for a period of six months from the date of termination;

and (iv) all unvested stock options and other equity awards granted by the Company to Mr.

Melbye as of the termination date will immediately vest, and any such stock options will then be fully and immediately exercisable and continue to be exercisable for a period of one year from the termination date.

Man Executive Employment Services Agreement

We appointed Josephine Man as our Chief Financial Officer, Treasurer and Secretary effective October 1, 2024.

The terms of Ms.

Man’s employment agreement are described below.

On October 1, 2024, our Board of Directors approved the entering into of an executive employment services agreement with Josephine Man, with an initial term commencing on October 1, 2024 and expiring on October 1, 2026 (the “ Man Agreement ”).

The Man Agreement is subject to automatic renewal on a 90-day to 90-day renewal basis unless either the Company or Ms.

Man provides written notice not to renew the Man Agreement no later than 90 days prior to the end of the then current or renewal term.

Pursuant to the terms and provisions of the Man Agreement:

Man provides various employment services to the Company which are inclusive of her duties and responsibilities commensurate with her position as our Company’s Chief Financial Officer, Treasurer and Secretary;

On October 1, 2024 we entered into an executive employment services agreement with Josephine Man, with an initial term commencing on October 1, 2024 and expiring on October 1, 2026, as supplemented by a letter agreement dated April 10, 2026 (collectively, the “ Man Agreement ”).

The Man Agreement is subject to automatic renewal on a 90-day to 90-day renewal basis unless either party provides written notice not to renew the Man Agreement no later than 90 days prior to the end of the then current or renewal term.

Pursuant to the terms of the Man Agreement:

Man provides various employment services which are inclusive of her duties and responsibilities commensurate with her position as our Chief Financial Officer, Treasurer and Secretary;

Man is entitled to:

(a) a gross monthly salary of $16,666.67 (the “ Man Monthly Fee ”) representing $200,000 on a yearly basis (the “ Man Annual Fee ”);

(a) a gross monthly salary of $16,666.67 (the “ Man Monthly Fee ”) representing $200,000 on a yearly basis (the “ Man Annual Fee ”), which was subsequently increased to $23,750 per month ($285,000 on a yearly basis) effective August 1, 2025;

(b) a yearly cash bonus (each, a “ Man Bonus ”) of up to 50% of the then Man Annual Fee based upon certain performance goals to be determined from year to year;

(c) a STIP payment (each, a “ Man STIP Bonus ”) from 0% to up to 50% of the then Man Annual Fee based upon certain factors to be determined by our Board and Compensation Committee from time to time;

(d) an initial vesting incentive stock option to purchase up to an aggregate of $100,000 in shares of common stock of the Company and vesting over a period of 24 months from the date of grant (which has now been awarded);

(e) an initial vesting restricted stock unit award (the “ Man RSU ”) to acquire up to an aggregate of $100,000 in gross value RSUs of the Company and vesting equally over a period of three years from the date of grant (which has now been awarded);

(f) a LTIP payment (each, a “ Man LTIP Bonus ”) from 0% to up to 50% of the then Man Annual Fee based upon certain factors to be determined by our Board and the Compensation Committee from time to time;

(g) participation in all Company employee benefit and health insurance plans (each, a “ Man Benefit ”) at the Company’s cost;

(c) a STIP payment (each, a “ Man STIP Bonus ”) from 0% to up to 50% of the then Man Annual Fee based upon certain factors to be determined by our Board and our Compensation Committee from time to time;

(d) an initial vesting incentive stock option to purchase up to an aggregate of $100,000 in Shares and vesting over a period of 24 months from the date of grant (which has been awarded);

(e) an initial vesting restricted stock unit award (the “ Man RSU ”) to acquire up to an aggregate of $100,000 in gross value RSUs and vesting equally over a period of three years from the date of grant (which has been awarded);

(f) a LTIP payment (each, a “ Man LTIP Bonus ”) from 0% to up to 50% of the then Man Annual Fee based upon certain factors to be determined by our Board and our Compensation Committee from time to time;

(g) participation in all employee benefit and health insurance plans (each, a “ Man Benefit ”) at our cost;

and (h) four weeks of accrued vacation per calendar year (the “ Man Vacation ”).

Effective on August 1, 2025, the Man Monthly Fee was increased to $23,750.

If the Company elects to not renew the Man Agreement, and provided that Ms.

Man is in compliance with the relevant terms and conditions of the Man Agreement, the Company shall be obligated to provide a termination package to Ms.

Effective August 1, 2026, the Man Monthly Fee was increased to $33,333.33.

If we elect to not renew the Man Agreement, and provided that Ms.

Man is in compliance with the relevant terms and conditions of the Man Agreement, we shall be obligated to provide a termination package to Ms.

Man as follows:

(i) a cash payment equating to any outstanding Man Monthly Fee, Man Vacation, Man Bonus, Man STIP Bonus and Man LTIP Bonus entitlements (if any and calculated pro rata up to the effective termination date) earned by Ms.

(i) a cash payment equal to any outstanding Man Monthly Fee, Man Vacation, Man Bonus, Man STIP Bonus and Man LTIP Bonus entitlements (if any and calculated pro rata up to the effective termination date) earned by Ms.

Man to the effective termination date (collectively, the “ Man Outstanding Amounts ”);

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Man’s then Benefits coverage would be extended for a period ending three months from the effective termination date (the “ Man Benefits Extension ”);

and (iv) subject to the applicable provisions of the Man Agreement and the Company’s then Stock Incentive Plan, Ms.

and (iv) subject to the applicable provisions of the Man Agreement and our 2024 Stock Incentive Plan, Ms.

Man shall be entitled to then exercise any unexercised and fully vested portion of any stock options for a period of three months from the effective date of termination (the “ Man Initial Options Extension ”).

If the Company elects to terminate the Man Agreement without just cause (as defined therein), or if Ms.

If we elect to terminate the Man Agreement without just cause (as defined therein), or if Ms.

Man terminates the Man Agreement for just cause or for good reason as a result of a change of control (each as also defined therein), and provided that Ms.

Man is in compliance with the relevant terms and conditions of the same, the Company shall be obligated to provide a termination package to Ms.

Man is in compliance with the relevant terms and conditions of the same, we shall be obligated to provide a termination package to Ms.

Man as follows:

(i) a cash payment equal to all Man Outstanding Amounts to the effective termination date;

(ii) a cash payment equal to the Man Termination Amount to the effective date of termination;

(iii) confirmation of the Man Benefits Extension;

and (iv) subject to the applicable provisions of the Man Agreement and the Company’s then Stock Incentive Plan, Ms.

(ii) a cash payment equating to an aggregate of 12 months of the then Man Monthly Fee, together with a cash payment equating to Ms.

Man’s average annual bonus during the most recent two years;

(iii) confirmation that all of Ms.

Man’s then Benefits coverage would be extended for a period ending six months from the effective termination date (iv) subject to the applicable provisions of the Man Agreement and our 2024 Stock Incentive Plan, Ms.

Man shall be entitled to then exercise any unexercised and fully vested portion of any stock options for a period of one year from the effective date of termination;

and (v) confirmation that all other unvested LTIP compensation then granted vests and is exercisable in accordance with the terms of our 2024 Stock Incentive Plan.

Man elects to terminate the Man Agreement, except for just cause, and provided that Ms.

Man is in compliance with the relevant terms and conditions of the Man Agreement, or if the Company elects to terminate the Man Agreement for just cause, then the Company shall only be obligated to provide Ms.

Man is in compliance with the relevant terms and conditions of the Man Agreement, or if we elect to terminate the Man Agreement for just cause, then we shall only be obligated to provide Ms.

Man a cash payment equal to all Man Outstanding Amounts to the effective termination date.

The Man Agreement will be deemed terminated on the 30 th calendar day following the death or disability of Ms.

Man, in which case the Company shall be obligated to provide a termination package to Ms.

Man, in which case we shall be obligated to provide a termination package to Ms.

Man’s estate as the case may be, as follows, provided that Ms.

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(ii) if disabled only, confirmation of the Man Benefits Extension;

and (iii) subject to the applicable provisions of the Man Agreement and the Company’s Stock Incentive Plan, Ms.

and (iii) subject to the applicable provisions of the Man Agreement and our 2024 Stock Incentive Plan, Ms.

Man’s estate as the case may be, shall be entitled to then exercise any unexercised and fully vested portion of any stock options for a period of one year from the effective termination date.

Obara Employment Arrangement

Obara stepped down as our Secretary, Treasurer and Chief Financial Officer on October 1, 2024, and currently serves as our Senior Vice President, Administration of our Company.

The terms of Mr.

Obara’s employment arrangement are described below.

In Fiscal 2016 we effected an employment arrangement with Mr.

Obara (the “ Obara Employment Arrangement ”).

The Obara Employment Arrangement is subject to automatic renewal on a three-month to three-month basis unless the Company provides written notice not to renew the Obara Employment Arrangement no later than 90 days prior to the end of the then current or renewal term.

Pursuant to the terms of the Obara Employment Arrangement:

Obara provides various employment services to the Company;

Obara is entitled to receive a monthly employment salary;

Obara is entitled to participate in the Company’s group benefits plan;

Obara is entitled to four weeks’ paid vacation per year of employment.

Effective on August 1, 2023, and again effective on August 1, 2024, the monthly employment salary payable to Mr.

Obara was increased to $16,666.67 and $19,166.67, respectively.

If the Company elects to not renew the Obara Employment Arrangement or if any party elects to terminate the Obara Employment Arrangement, Mr.

Obara’s obligation to provide the services to the Company will continue only until the effective termination date and the Company shall be obligated to provide to Mr.

(i) any salary which would then be due and owing by the Company to Mr.

Obara to the effective termination date;

(ii) any expense payment reimbursements which would then be due and owing by the Company to Mr.

Obara to the effective termination date;

(iii) any pro rata and unused vacation pay which would then be due and owing by the Company to Mr.

Obara to the effective termination date;

(iv) subject to applicable provisions of the Obara Employment Arrangement and the Company’s then Stock Incentive Plan, the vested portion of all Mr.

Obara’s then issued and outstanding stock-based equity Awards in and to the Company as at the effective termination date shall continue to be exercisable for a period of 90 calendar days following the effective termination date;

and (v) confirmation that all of Mr.

Obara’s then benefits coverage would be covered until the effective termination date.

If, within 12 months following a change of control, the Man Agreement is terminated without just cause or Ms.

Man terminates the Man Agreement for good reason, then we will pay to and provide Ms.

Man with the following:

(i) a cash payment amount equal to any outstanding Man Monthly Fee and Man Vacation;

(ii) a cash payment equal to any Man STIP Bonus pro rated for the period up to the date of termination based on achievement of the objectives to such date;

(iii) a severance cash payment equal to an aggregate of 12 months of the then effective Man Monthly Fee, together with the average Man Bonus paid during the most recent two years;

(iv) continued benefits for a period of six months from the date of termination;

(v) allow for Ms.

Man to exercise any unexercised and fully vested portion of any stock options on the date of termination at any time during the 12 months from the date of termination (the “ Options Extension ”);

and (vi) all unvested long-term incentive plan stock-based compensation then granted and outstanding on the date of termination will vest and be exercisable in accordance with the 2024 Stock Incentive Plan during the Options Extension.

Berg Executive Employment Services Agreement

On February 6, 2024, our Board of Directors approved the entering into of an executive employment services agreement with Brent Berg, together with the Company’s wholly-owned subsidiary, UEC Wyoming, with an initial term commencing on March 21, 2024 and expiring on March 21, 2026 (the “ Term ” and, collectively, the “ Berg Agreement ”).

The Berg Agreement Term is subject to automatic renewal on a 90-day to 90-day renewal basis unless either the Company or Mr.

Berg provides written notice not to renew the Berg Agreement no later than 90 days prior to the end of the then current or renewal term.

Pursuant to the terms and provisions of the Berg Agreement:

Berg provides various employment services to UEC Wyoming and the Company which are inclusive of his duties and responsibilities commensurate with his position as our Company’s Senior Vice-President, U.S.

Together with our wholly-owned subsidiary, UEC Wyoming Corp.

(“ UEC Wyoming ”), on February 6, 2024 we entered into an executive employment services agreement with Brent Berg, with an initial term commencing on March 21, 2024 and expiring on March 21, 2026, as supplemented by a letter agreement dated April 10, 2026 (collectively, the “ Berg Agreement ”).

The Berg Agreement is subject to automatic renewal on a 90-day to 90-day renewal basis unless either party provides written notice not to renew the Berg Agreement no later than 90 days prior to the end of the then current or renewal term.

Pursuant to the terms of the Berg Agreement:

Berg provides various employment services to UEC Wyoming and us which are inclusive of his duties and responsibilities commensurate with his position as our Senior Vice President, U.S.

Berg is entitled to (a) a gross monthly salary of $26,666.67 (the “ Monthly Salary ”);

representing $320,000 on a yearly basis (the “ Annual Salary ”);

representing $320,000 on a yearly basis (the “ Annual Salary ”), which was subsequently increased to $28,500 per month ($342,000 on a yearly basis) effective August 1, 2025;

(b) a yearly cash bonus (each, a “ Bonus ”) of up to 50% of his then Annual Salary based upon certain performance goals to be determined from year to year;

(c) a short-term incentive payment (each, a “ STIP Bonus ”) from 0% to up to 50% of his then Annual Salary based upon certain factors to be determined by our Board and the Compensation Committee from time to time;

(d) an initial incentive stock option to purchase up to an aggregate of $160,000 in shares of common stock of the Company (which has been awarded);

(e) a long-term incentive payment (each, an “ LTIP Bonus ”) from 0% to up to 50% of his then Annual Salary based upon certain factors to be determined by our Board and the Compensation Committee from time to time;

(f) participation in all Company employee benefit and health insurance plans (each, a “ Benefit ”) at the Company’s cost;

(c) a short-term incentive payment (each, a “ STIP Bonus ”) from 0% to up to 50% of his then Annual Salary based upon certain factors to be determined by our Board and our Compensation Committee from time to time;

(d) an initial incentive stock option to purchase up to an aggregate of $160,000 in Shares (which has been awarded);

(e) a long-term incentive payment (each, an “ LTIP Bonus ”) from 0% to up to 50% of his then Annual Salary based upon certain factors to be determined by our Board and our Compensation Committee from time to time;

(f) participation in all our employee benefit and health insurance plans (each, a “ Benefit ”) at our cost;

and (g) five weeks of accrued vacation per calendar year (the “ Vacation ”).

Effective on August 1, 2025, the Monthly Salary was increased to $28,500.

If the Company elects to not renew the Berg Agreement, and provided that Mr.

Berg is in compliance with the relevant terms and conditions of the Berg Agreement, the Company shall be obligated to provide a termination package to Mr.

Effective August 1, 2026, the Monthly Salary was increased to $30,000.

If we elect to not renew the Berg Agreement, and provided that Mr.

Berg is in compliance with the relevant terms and conditions of the Berg Agreement, we shall be obligated to provide a termination package to Mr.

Berg as follows:

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Berg’s then Benefits coverage would be extended for a period ending three months from the effective termination date (the “ Benefits Extension ”);

and (iv) subject to the applicable provisions of the Berg Agreement and the Company’s then Stock Incentive Plan, and the rules of any then regulatory authority and stock exchange having jurisdiction over the Company, Mr.

Berg shall be entitled to then exercise any unexercised and the fully vested portion of any stock options for a period of three months from the effective date of termination (the “ Initial Options Extension ”);

and (iv) subject to the applicable provisions of the Berg Agreement and our 2024 Stock Incentive Plan, and the rules of any then regulatory authority and stock exchange having jurisdiction over us, Mr.

Berg shall be entitled to then exercise any unexercised and fully vested portion of any stock options for a period of three months from the effective date of termination (the “ Initial Options Extension ”);

with all cash payments being due and owing within 30 days of the effective termination date.

If the Company elects to terminate the Berg Agreement without just cause (as defined therein), or if Mr.

Berg terminates the Berg Agreement for just cause, and provided that Mr.

Berg is in compliance with the relevant terms and conditions of the same, the Company shall be obligated to provide a termination package to Mr.

If we elect to terminate the Berg Agreement without just cause (as defined therein), or if Mr.

Berg terminates the Berg Agreement for just cause or for good reason as a result of a change of control (each as also defined therein), and provided that Mr.

Berg is in compliance with the relevant terms and conditions of the same, we shall be obligated to provide a termination package to Mr.

Berg as follows:

(i) a cash payment equal to all Outstanding Amounts to the effective termination date;

(ii) a cash payment equal to the Termination Amount to the effective date of termination;

(iii) confirmation of the Benefits Extension;

and (iv) confirmation of the Initial Options Extension;

(ii) a cash payment equating to an aggregate of 12 months of the then Monthly Salary, together with a cash payment equating to Mr.

Berg’s average annual bonus during the most recent two years;

(iii) confirmation that all of Mr.

Berg’s then Benefits coverage would be extended for a period ending six months from the effective termination date;

(iv) confirmation of the Initial Options Extension;

and (v) confirmation that all other unvested LTIP compensation then granted vests and is exercisable in accordance with the terms of our 2024 Stock Incentive Plan;

with all cash payments being due and owing within 30 days of the effective termination date.

Berg elects to terminate the Berg Agreement, except for just cause, and provided that Mr.

Berg is in compliance with the relevant terms and conditions of the Berg Agreement, or if the Company elects to termination the Berg Agreement for just cause, then the Company shall only be obligated to provide Mr.

Berg is in compliance with the relevant terms and conditions of the Berg Agreement, or if we elect to terminate the Berg Agreement for just cause, then we shall only be obligated to provide Mr.

Berg a cash payment equal to all Outstanding Amounts to the effective termination date;

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The Berg Agreement will be deemed terminated on the 30 th calendar day following the death or disability of Mr.

Berg, in which case the Company shall be obligated to provide a termination package to Mr.

Berg, in which case we shall be obligated to provide a termination package to Mr.

Berg's estate as the case may be, as follows, provided that Mr.

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(ii) if disabled only, confirmation of the Benefits Extension;

and (iii) subject to the applicable provisions of the Berg Agreement and the Company’s then Stock Incentive Plan, and the rules of any then regulatory authority and stock exchange having jurisdiction over the Company, Mr.

and (iii) subject to the applicable provisions of the Berg Agreement and our 2024 Stock Incentive Plan, and the rules of any then regulatory authority and stock exchange having jurisdiction over us, Mr.

Berg’s estate as the case may be, shall be entitled to then exercise any unexercised and the fully vested portion of any stock options for a period of one year from the effective termination date.

If, within 12 months following a change of control, the Berg Agreement is terminated without just cause or Mr.

Berg terminates the Berg Agreement for good reason, then we will pay to and provide Mr.

Berg with the following:

(i) a cash payment amount equal to any outstanding Monthly Salary and Vacation;

(ii) a cash payment equal to any Bonus pro rated for the period up to the date of termination based on achievement of the objectives to such date;

(iii) a severance cash payment equal to an aggregate of 12 months of the then effective Monthly Salary, together with the average annual Bonus paid during the most recent two years;

(iv) continued benefits for a period of six months from the date of termination;

(v) allow for Mr.

Berg to exercise any unexercised and fully vested portion of any stock options on the date of termination at any time during the Options Extension;

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Securities Authorized for Issuance Under Compensation Plans

As of July 31, 2026, we have one equity compensation plan, our 2024 Stock Incentive Plan.

The table below sets forth information relating to our equity compensation plan at our fiscal year end July 31, 2026:

Plan Category

Securities to

be Issued Upon Exercise

of Outstanding Options,

Weighted Average

Exercise Price

of Outstanding

Options, Warrants

and Rights (2)

for Future Issuance

Compensation Plans

(excluding column (a))

Equity Compensation Plans Approved by Security Holders (the 2024 Stock Incentive Plan) (3)

Equity Compensation Plans Not Approved by Security Holders

This figure represents:

(i) 3,366,053 outstanding stock options having a weighted average exercise price of $3.03 and a weighted average remaining term of 5.51 years;

(ii) 1,534,825 shares of our common stock underlying RSUs;

and (iii) 2,863,154 shares of our common stock underlying PRSUs.

Shares of our common stock underlying PRSUs are included assuming maximum payout, but may be paid out at lesser amounts, or not at all, depending on the achievement of performance criteria.

This price applies only to the stock options included in column (a) and is not applicable to the RSUs or PRSUs included in column (a).

Under our 2024 Stock Incentive Plan, stock-based awards are granted from a pool of available shares, with:

(i) every share issuable pursuant to the exercise of a stock option or SAR counting as one share of our common stock;

and (ii) every share underlying restricted stock, a RSU, a PRSU or other right or benefit under our 2024 Stock Incentive Plan counting as two shares of our common stock under and from our 2024 Stock Incentive Plan.

2024 Stock Incentive Plan

On May 24, 2024, our Board authorized and approved the adoption of the 2024 Stock Incentive Plan, under which an aggregate of 29,755,663 of our shares may be issued, subject to adjustment as described in the 2024 Stock Incentive Plan, and which, at that time, consisted of:

(i) 6,970,941 shares issuable pursuant to awards previously granted that were outstanding under our 2023 Stock Incentive Plan;

(ii) 16,784,722 shares remaining available for issuance under the 2023 Stock Incentive Plan;

and (iii) 6,000,000 additional shares that may be issued pursuant to awards that may be granted under the 2024 Stock Incentive Plan.

On July 16, 2024, our shareholders approved the adoption of our 2024 Stock Incentive Plan.

The 2024 Stock Incentive Plan supersedes and replaces our most recent and prior equity compensation plan, being the 2023 Stock Incentive Plan.

The purpose of our 2024 Stock Incentive Plan is to enhance our long-term stockholder value by offering opportunities to our directors, officers, employees and eligible consultants to acquire and maintain stock ownership in order to give these persons the opportunity to participate in our growth and success, and to encourage them to remain in our service.

Our 2024 Stock Incentive Plan is administered by our Compensation Committee (therein our “ Administrator ”) which shall determine, among other things:

(i) the persons to be granted awards under the 2024 Stock Incentive Plan (each an “ Eligible Participant ”);

(ii) the number of shares or amount of other awards to be granted;

and (iii) the terms and conditions of the awards granted.

We may issue shares, options, stock appreciation rights, RSUs, PRSUs, deferred stock units and dividend equivalent rights, among others, under our 2024 Stock Incentive Plan.

An award may not be exercised after the termination date of the award and may be exercised following the termination of an Eligible Participant’s continuous service only to the extent provided by the Administrator under the 2024 Stock Incentive Plan.

If the Administrator of our 2024 Stock Incentive Plan permits an Eligible Participant to exercise an award following the termination of continuous service for a specified period, the award terminates to the extent not exercised on the last day of the specified period or the last day of the original term of the award, whichever occurs first.

In the event an Eligible Participant’s service has been terminated for “cause”, he or she shall immediately forfeit all rights to any of the awards outstanding.

The foregoing summary of the 2024 Stock Incentive Plan is not complete and is qualified in its entirety by reference to the 2024 Stock Incentive Plan, a copy of which has been filed electronically with the SEC, which is available under our filings at www.sec.gov.

Security Ownership of Certain Beneficial Owners

The following table sets forth information regarding the beneficial ownership of our common stock as of September 15, 2026, by:

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Josephine Man

1,288,811 (11)

All directors and executive officers as a group

All directors and executive officers as a group (9 persons)

9,688,631 (11)

5% Stockholders :

Rowe Price Associates, Inc.

1307 Point Street

Baltimore, MD, U.S.A., 21231

56,674,925 (13)

BlackRock, Inc.

50 Hudson Yards

New York, NY, U.S.A., 10001

New York, New York, U.S.A., 10001

29,529,945 (12)

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605 3 rd Avenue, 43 rd Floor

New York, NY, U.S.A., 10158

New York, New York, U.S.A., 10158

29,330,327 (13)

State Street Corporation

1 Congress Street, Suite 1

Boston, MA, U.S.A., 02114

One Congress Street, Suite 1

Boston, Massachusetts, U.S.A., 02114

31,505,295 (14)

Rowe Price Associates, Inc.

1307 Point Street

Baltimore, MD, U.S.A., 21231

76,128,060 (15)

Van Eck Associates Corporation

666 Third Avenue, 9 th Floor

New York, NY, U.S.A., 10017

29,034,465 (16)

Vanguard Capital Management LLC

100 Vanguard Blvd.

Malvern, Pennsylvania, U.S.A., 19355

25,274,033 (17)

Less than one percent.

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This figure represents (i) 5,564,391 shares of our common stock held directly or indirectly by Mr.

Adnani, (ii) 3,000 shares of our common stock held of record by Mr.

Adnani’s wife and (iii) stock options to purchase 76,610 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

(ii) 3,000 shares of our common stock held of record by Mr.

Adnani’s wife;

and (iii) stock options to purchase 114,915 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 732,659 shares of our common stock held directly by Mr.

Abraham and (ii) stock options to purchase 150,007 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

and (ii) stock options to purchase 181,595 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 187,229 shares of our common stock held directly by Mr.

Kong and (ii) stock options to purchase 97,824 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

and (ii) stock options to purchase 110,575 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 217,968 shares of our common stock held directly by Mr.

Della Volpe and (ii) stock options to purchase 219,783 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

and (ii) stock options to purchase 232,534 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 24,335 shares of our common stock held directly by Ms.

Canty and (ii) stock options to purchase 132,048 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

and (ii) stock options to purchase 144,799 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 113,628 shares of our common stock held directly by Ms.

Ballesta and (ii) stock options to purchase 226,783 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

and (ii) stock options to purchase 239,534 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 1,244,182 shares of our common stock held directly by Mr.

Melbye and (ii) stock options to purchase 488,040 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

and (ii) stock options to purchase 369,560 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 11,859 shares of our common stock held directly by Mr.

Berg and (ii) stock options to purchase 26,878 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

and (ii) stock options to purchase 35,837 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 48,808 shares of our common stock held directly by Ms.

Man (ii) stock options to purchase 93,648 shares of our common stock, which have vested or will vest within 60 days of the date hereof and (iii) 5,368 shares of our common stock issuable pursuant to restricted stock units that will vest within 60 days of the date hereof.

On October 1, 2024, Mr.

Obara stepped down as Secretary, Treasurer and Chief Financial Officer of our Company and was succeeded by Josephine Man as Chief Financial Officer, Treasurer and Secretary, and was appointed as Senior Vice President, Administration of our Company.

He ceased to be an executive officer of our Company as of such date.

This figure represents (i) 853,217 shares of our common stock held directly by Mr.

Obara and (ii) stock options to purchase 435,594 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 7,679,995 shares of our common stock (ii) stock options to purchase 1,511,621 shares of our common stock, which have vested or will vest within 60 days of the date hereof and (iii) 5,368 shares of our common stock issuable pursuant to restricted stock units that will vest within 60 days of the date hereof.

This information is based on a Schedule 13G filed with the SEC by T.

Rowe Price Associates, Inc.

on September 8, 2025.

This information is based on a Schedule 13G/A filed with the SEC by BlackRock, Inc.

(ii) stock options to purchase 105,855 shares of our common stock, which have vested or will vest within 60 days of the date hereof;

and (iii) 5,368 shares of our common stock issuable pursuant to RSUs that will vest within 60 days of the date hereof.

This figure represents (i) 8,148,059 shares of our common stock;

(ii) stock options to purchase 1,535,204 shares of our common stock, which have vested or will vest within 60 days of the date hereof;

and (iii) 5,368 shares of our common stock issuable pursuant to RSUs that will vest within 60 days of the date hereof.

Based on a Schedule 13G/A filed with the SEC by BlackRock, Inc.

on January 26, 2024.

This information is based on a Schedule 13G/A filed with the SEC by Global X Management Company LLC on August 14, 2025.

This information is based on a Schedule 13G filed with the SEC by State Street Corporation on August 12, 2025.

Based on a Schedule 13G/A filed with the SEC by Global X Management Company LLC on February 17, 2026.

Based on a Schedule 13G filed with the SEC by State Street Corporation on August 7, 2026.

Based on a Schedule 13G/A filed with the SEC by T.

Rowe Price Associates, Inc.

on May 15, 2026.

Based on a Schedule 13G filed with the SEC by Van Eck Associates Corporation on August 14, 2026.

Based on a Schedule 13G filed with the SEC by Vanguard Capital Management LLC on April 28, 2026.

Changes in Control

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Related Party Transactions

Except as described in this Annual Report, the Company was not involved in any transactions since the beginning of Fiscal 2025, and is not involved in any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000 in which a related person had or will have a direct or indirect material interest.

During Fiscal 2025 and Fiscal 2024, the Company incurred $28,509 and $28,384, respectively, in G&A costs paid to Blender Media Inc.

(“ Blender ”), a company controlled by Arash Adnani, a direct family member of our President and Chief Executive Officer, for various services, including information technology, corporate branding, media, website design, maintenance and hosting, provided to our Company.

Our President and Chief Executive Officer does not sit on any of our Board of Directors’ key committees:

Audit Committee;

Compensation Committee;

Corporate Governance and Nominating Committee;

or Sustainability Committee.

Blender is an award-winning design agency and a leader of investor marketing in North America.

Blender works with over 500 private and publicly traded companies on all major stock exchanges, including the NYSE, NASDAQ and TSX.

As of July 31, 2025, the amount owing to Blender totaled $108 (July 31, 2024:

Our Audit Committee is charged with reviewing and approving all related party transactions and reviewing and making recommendations to our Board of Directors, or approving any contracts or other transactions with any of our current or former executive officers.

The Charter of the Audit Committee sets forth our written policy for the review of related party transactions.

Since the beginning of Fiscal 2026, none of our directors, officers or principal stockholders, nor any immediate family members of the foregoing, has or have any material interest, direct or indirect, in any transaction, or in any proposed transaction, in which we are or were a participant and in which the amount involved exceeds $120,000.

Our Audit Committee is charged with reviewing and approving all related party transactions and reviewing and making recommendations to our Board, or approving any contracts or other transactions with any of our current or former executive officers.

The Charter of our Audit Committee sets forth our written policy for the review of related party transactions.

Director Independence

Our Board of Directors has determined that Spencer Abraham, David Kong, Vincent Della Volpe, Gloria Ballesta and Trecia Canty each qualify as independent directors under the listing standards of the NYSE American.

Our Board has determined that each of Spencer Abraham, David Kong, Vincent Della Volpe, Gloria Ballesta and Trecia Canty qualifies as an independent director under the listing standards of the NYSE American.

In making these determinations, our Board of Directors considered all relevant facts and circumstances, including any transactions and relationships between each director (and his or her immediate family members and affiliates) and the Company.

Amir Adnani is not independent because he serves as our President and Chief Executive Officer.

All members of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are independent under the applicable listing standards of the NYSE American and, as applicable, the heightened independence requirements for audit committee and compensation committee members.

Principal Accounting Fees and Services

PricewaterhouseCoopers LLP has served as our independent registered public accounting firm and audited our financial statements for the fiscal years ended July 31, 2025 and 2024.

Aggregate fees for professional services rendered to us by our auditor for our last two years are set forth below:

PricewaterhouseCoopers LLP (“ PwC ”) has served as our independent registered public accounting firm and audited our financial statements for the fiscal years ended July 31, 2026 and 2025.

Aggregate fees for professional services rendered to us by PwC for our last two years are set forth below:

July 31, 2026

1 unchanged sentence

Audit-Related Fees

All Other Fees

Audit fees consist of aggregate fees for professional services in connection with the audit of our annual financial statements, quarterly reviews of our financial statements included in our quarterly reports and services in connection with statutory and regulatory filings.

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Audit-related fees consist of aggregate fees for assurance and related services related to the audit or review of our financial statements that are not reported under “Audit Fees” above.

Tax fees consist of aggregate fees for professional services for tax compliance, tax advice and tax planning, primarily, fees related to tax preparation services.

Tax fees consist of aggregate fees for professional services for tax compliance, tax advice and tax planning.

Fees charged for tax preparation services were $187,000 and $149,000 for Fiscal 2026 and Fiscal 2025, respectively.

Pre-Approval of Services by the Independent Auditor

The Audit Committee is responsible for the pre-approval of audit and permitted non-audit services to be performed by the Company’s independent auditor.

The Audit Committee will, on an annual basis, consider and, if appropriate, approve the provision of audit and non-audit services by the Company’s independent auditor.

Thereafter, the Audit Committee will, as necessary, consider and, if appropriate, approve the provision of additional audit and non-audit services by the Company’s independent auditor which are not encompassed by the Audit Committee’s annual pre-approval and are not prohibited by law.

The Audit Committee has delegated to the Chairperson of the Audit Committee the authority to pre-approve, on a case-by-case basis, non-audit services to be performed by the Company’s independent auditor.

The Audit Committee has approved all audit and permitted non-audit services performed by its independent auditor, PricewaterhouseCoopers LLP, for Fiscal 2025.

Exhibits, Financial Statement Schedules

The following exhibits are filed with this Annual Report on Form 10-K:

Our Audit Committee is responsible for the pre-approval of audit and permitted non-audit services to be performed by our independent auditor.

Our Audit Committee will, on an annual basis, consider and, if appropriate, approve the provision of audit and non-audit services by our independent auditor.

Thereafter, our Audit Committee will, as necessary, consider and, if appropriate, approve the provision of additional audit and non-audit services by our independent auditor which are not encompassed by our Audit Committee’s annual pre-approval and are not prohibited by law.

Our Audit Committee has delegated to the Chairperson of our Audit Committee the authority to pre-approve, on a case-by-case basis, non-audit services to be performed by our independent auditor.

Our Audit Committee has approved all audit and permitted non-audit services performed by our independent auditor, PwC, for Fiscal 2026.

Exhibits and Financial Statement Schedules

Financial Statements .

The consolidated financial statements of Uranium Energy Corp.

required by Part II, Item 8, of this Annual Report, are included in Part IV of this Annual Report.

See Index to Consolidated Financial Statements beginning on page F-1.

Financial Statement Schedules and Other Financial Information .

No financial statement schedules are submitted because either they are not applicable, immaterial, or because the required information is included in the consolidated financial statements or notes thereto.

The exhibits listed in the Exhibits Index immediately below are filed as part of this Annual Report, or are incorporated herein by reference.

EXHIBIT INDEX

Description of Exhibit

Stock Purchase Agreement by and between Rio Tinto America Inc.

and UEC Sweetwater Corp., dated September 20, 2024 (1)

Articles of Incorporation, as amended (2)

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2024 Stock Incentive Plan (10)

Form of 2024 Stock Incentive Plan Stock Option Agreement

Form of 2024 Stock Incentive Plan Restricted Stock Unit Award Agreement

Form of 2024 Stock Incentive Plan Performance Based Restricted Stock Unit Award Agreement

Supplement Letter to Further Restated and Amended Executive Services Agreement between Uranium Energy Corp.

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and Josephine Man, dated October 1, 2024 (12)

Amendment No.

1 to At The Market Offering Agreement by and between Uranium Energy Corp.

At the Market Offering Agreement between Uranium Energy Corp.

and Goldman Sachs & Co.

and the co-managers set forth therein, dated August 11, 2025

Code of Ethics

and the co-managers set forth therein, dated as of November 14, 2025 (13)

Supplement Letter to Executive Services Agreement between Uranium Energy Corp.

and Scott Melbye, dated April 10, 2026.

Supplement Letter to Executive Employment Services Agreement between Uranium Energy Corp.

and Josephine Man, dated April 10, 2026.

Supplement Letter to Executive Employment Services Agreement between Uranium Energy Corp.

and Brent Berg, dated April 10, 2026.

Code of Business Conduct for Directors, Officers and Employees (14)

Insider Trading, Reporting and Blackout Policy (15)

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Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

Mine Safety Disclosure

Amended S-K 1300 Mineral Resource Report Wyoming ISR Hub and Spoke Project, WY USA, dated March 9, 2023 (16)

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Furnished herewith.

Incorporated by reference to Exhibit 4.3 to our Annual Report on Form 10-K filed with the SEC on September 29, 2022.

Indicates a management contract or compensatory plan.

Portions of this exhibit have been omitted.

Certain confidential information has been redacted pursuant to Item 601(a)(6) and/or Item 601(b)(10)(iv) of Regulation S-K.

Redacted information is indicated by [****].

Incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed with the SEC on September 23, 2024.

Incorporated by reference to Exhibit 3.1 of our Registration Statement on Form SB-2 filed with the SEC on August 4, 2005.

Incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed with the SEC on February 9, 2006.

Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K/A filed with the SEC on December 6, 2013.

Incorporated by reference to Exhibit 3.2 of our Annual Report on Form 10-K filed with the SEC on October 14, 2014

Incorporated by reference to Exhibit 4.3 to our Annual Report on Form 10-K filed with the SEC on September 29, 2022.

Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K/A filed with the SEC on December 6, 2013.

Incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q filed with the SEC on March 12, 2015.

Incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q filed with the SEC on December 8, 2015.

Incorporated by reference to Exhibit 96.6 to our Amendment to our Annual Report on Form 10-K/A filed with the SEC on April 3, 2023.

Incorporated by reference to Exhibit 10.95 to our Annual Report on Form 10-K filed with the SEC on September 27, 2024.

Incorporated by reference to Exhibit 10.96 to our Annual Report on Form 10-K filed with the SEC on September 27, 2024.

Incorporated by reference to Exhibit 96.1 to our Current Report on Form 8-K filed with the SEC on June 12, 2024.

Incorporated by reference to Exhibit 10.97 to our Annual Report on Form 10-K filed with the SEC on September 27, 2024.

Incorporated by reference to Exhibit 10.7 to our Annual Report on Form 10-K filed with the SEC on September 24, 2025.

Incorporated by reference to Exhibit 1.2 to our Registration Statement on Form S-3ASR filed with the SEC on November 14, 2025.

Incorporated by reference to Exhibit 14.1 to our Annual Report on Form 10-K filed with the SEC on September 24, 2025.

Incorporated by reference to Exhibit 19.1 to our Annual Report on Form 10-K filed with the SEC on September 24, 2025

Incorporated by reference to Exhibit 96.6 to our Amendment to our Annual Report on Form 10-K/A filed with the SEC on April 3, 2023.

Incorporated by reference to Exhibit 96.1 to our Current Report on Form 8-K filed with the SEC on June 12, 2024.

Incorporated by reference to Exhibit 96.1 to our Current Report on Form 8-K filed with the SEC on November 7, 2024.

Incorporated by reference to Exhibit 97.1 to our Annual Report on Form 10-K filed with the SEC on September 24, 2025.

Form 10-K Summary

URANIUM ENERGY CORP.

CONSOLIDATED FINANCIAL STATEMENTS

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2026

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Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

PricewaterhouseCoopers LLP

PwC Place, 250 Howe Street, Suite 1400

Vancouver, British Columbia, Canada V6C 3S7

+1 604 806 7000, F.:

+1 604 806 7806

ca_vancouver_main_fax@pwc.com

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

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We believe that our audits provide a reasonable basis for our opinions.

PricewaterhouseCoopers LLP

PricewaterhouseCoopers Place, 250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada V6C 3S7

+1 604 806 7000, F:

+1 604 806 7806, ca_vancouver_main_fax@pwc.com

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

Definition and Limitations of Internal Control over Financial Reporting

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Management applies significant judgment to assess whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable giving rise to the requirement to conduct an impairment test.

Circumstances that could trigger an impairment test include:(i) significant decreases in the market price of the asset, (ii) significant adverse changes in the business climate or legal factors including significant decreases in uranium prices and material adverse changes relating to the Company’s legal rights to its mineral rights and properties, and (iii) accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset.

Circumstances that could trigger an impairment test include:

(i) significant decreases in the market price of the asset, (ii) significant adverse changes in the business climate or legal factors including significant decreases in uranium prices and material adverse changes relating to the Company’s legal rights to its mineral rights and properties, (iii) accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset, and (iv) current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset.

The principal considerations for our determination that performing procedures relating to the assessment of impairment indicators of long-lived assets is a critical audit matter are that there was significant judgment by management when assessing whether there were indicators of impairment related to the Company’s long-lived assets, specifically related to assessing whether there were:

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Cash and cash equivalents

9 $ 148,930 $ 87,533

6 79,279 75,833

Prepaid expenses, deposits and other receivables

Investment in equity securities

TOTAL CURRENT ASSETS

234,016 235,244

MINERAL RIGHTS AND PROPERTIES

7 709,651 557,583

PROPERTY, PLANT AND EQUIPMENT

8 67,513 20,465

RESTRICTED CASH

9 9,207 7,251

EQUITY-ACCOUNTED INVESTMENT

10 55,825 58,809

INVESTMENT IN EQUITY SECURITIES

11 28,470 6,533

OTHER NON-CURRENT ASSETS

$ 1,107,653 $ 889,828

CURRENT LIABILITIES

Accounts payable and accrued liabilities

12 $ 20,560 $ 22,938

Asset retirement obligations - current

13 5,160 2,953

Derivative liabilities

Other current liabilities

TOTAL CURRENT LIABILITIES

26,433 29,222

ASSET RETIREMENT OBLIGATIONS

13 33,904 16,672

OTHER NON-CURRENT LIABILITIES

DEFERRED TAX LIABILITIES

21 62,123 64,347

TOTAL LIABILITIES

123,753 111,715

STOCKHOLDERS' EQUITY

3 unchanged sentences

Additional paid-in capital

1,404,420 1,110,433

Accumulated deficit

( 406,557 ) ( 318,901 )

Accumulated other comprehensive loss

( 14,417 ) ( 13,829 )

983,900 778,113

TOTAL LIABILITIES AND EQUITY

$ 1,107,653 $ 889,828

SUBSEQUENT EVENT

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SALES AND SERVICE REVENUE

17 $ 66,837 $ 224 $ 164,389

COST OF SALES AND SERVICES

17 ( 42,360 ) ( 187 ) ( 114,719 )

24,477 37 49,670

OPERATING COSTS

Mineral property expenditures

7 66,064 32,383 18,620

General and administrative

19 27,260 21,873 20,064

Uranium refining and conversion project expenditures

Depreciation, amortization and accretion

7, 8, 13 4,474 2,183 2,007

Impairment loss on mineral properties

TOTAL OPERATING COSTS

97,798 56,439 40,803

INCOME (LOSS) FROM OPERATIONS

( 73,321 ) ( 56,402 ) 8,867

LOSS FROM OPERATIONS

OTHER INCOME (EXPENSES)

Interest expenses and finance costs

( 1,446 ) ( 827 ) ( 805 )

Income (loss) from equity-accounted investment

10 ( 3,352 ) 1,017 ( 994 )

Gain on settlement of liabilities

Gain (loss) on disposition of assets

( 98 ) ( 27 ) 20

Loss on revaluation of subscription receipts

Fair value gain (loss) on equity securities

18 ( 18,051 ) 27,505 ( 13,083 )

Gain (loss) on revaluation of derivative liabilities

14 1,706 ( 8,226 ) 3,293

Interest income

4,022 2,629 350

Other income (expenses)

105 76 ( 513 )

Miscellaneous income

OTHER INCOME (EXPENSES)

( 17,114 ) 22,147 ( 11,304 )

LOSS BEFORE INCOME TAXES

( 90,435 ) ( 34,255 ) ( 2,437 )

DEFERRED TAX RECOVERY (EXPENSE)

21 2,779 5,034 ( 870 )

INCOME TAX EXPENSE

DEFERRED TAX RECOVERY

NET LOSS FOR THE YEAR

( 87,656 ) ( 29,221 ) ( 3,307 )

OTHER COMPREHENSIVE LOSS

Translation loss

( 588 ) ( 10,221 ) ( 3,422 )

Foreign currency translation loss

TOTAL OTHER COMPREHENSIVE LOSS

( 588 ) ( 10,221 ) ( 3,422 )

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

$ ( 88,244 ) $ ( 39,442 ) $ ( 6,729 )

NET LOSS PER SHARE

$ ( 0.20 ) $ ( 0.07 ) $ ( 0.01 )

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

427,680,193 397,309,780 364,789,621

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

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Year Ended July 31

NET CASH PROVIDED BY (USED IN):

OPERATING ACTIVITIES

Net loss for the year

$ ( 87,656 ) $ ( 29,221 ) $ ( 3,307 )

Adjustments to reconcile net loss to cash flows in operating activities

Stock-based compensation

6,015 5,172 5,523

Depreciation, amortization and accretion

7, 8, 13 4,486 2,183 2,007

(Income) loss from equity-accounted investment

10 3,352 ( 1,017 ) 994

(Gain) loss on disposition of assets

Impairment loss on mineral properties

Fair value (gain) loss on equity securities

18 18,051 ( 27,505 ) 13,083

Loss on revaluation of subscription receipts

Loss on disposition of assets

(Gain) loss on revaluation of equity securities

(Gain) loss on revaluation of derivative liabilities

14 ( 1,706 ) 8,226 ( 3,293 )

Gain on settlement of liabilities

Deferred tax expense (recovery)

21 ( 2,779 ) ( 5,034 ) 870

Deferred tax recovery

Changes in operating assets and liabilities

( 2,305 ) ( 69,626 ) 60,363

Prepaid expenses, deposits and other receivables

232 ( 74 ) 966

Other non-current assets

Accounts payable and accrued liabilities

( 2,993 ) 10,360 ( 4,355 )

Other liabilities

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

( 64,458 ) ( 106,487 ) 72,573

NET CASH USED IN OPERATING ACTIVITIES

FINANCING ACTIVITIES

Proceeds from share issuances, net of issuance costs

15, 16 287,513 176,708 66,527

Repayments of other loans

Payments for withholding of employee taxes related to options, Restricted Stock Units ("RSUs") and Performance Based Restricted Stock Units ("PRSUs")

( 2,674 ) ( 3,632 ) ( 1,044 )

Taxes and withholdings paid upon settlement of equity awards on a forfeiture basis

NET CASH PROVIDED BY FINANCING ACTIVITIES

284,839 173,076 65,417

INVESTING ACTIVITIES

Acquisition of Sweetwater Assets

5 ( 179,598 ) - -

Acquisition of UEX, net of cash acquired

Acquisition of Roughrider Project

4 - - ( 82,117 )

Investment in mineral rights and properties

( 215 ) ( 1,440 ) ( 101 )

Purchase of property, plant and equipment

( 5,480 ) ( 1,988 ) ( 555 )

Capital contribution to equity-accounted investment

10 ( 538 ) ( 2,876 ) ( 1,415 )

Purchase of additional interest in equity-accounted investment

10 - ( 9,238 ) -

Investment in equity securities

11 ( 25,695 ) ( 12,115 ) ( 47,192 )

Proceeds from sale of equity securities

11 54,438 3,008 4,590

Proceeds from disposition of assets

NET CASH USED IN INVESTING ACTIVITIES

( 157,029 ) ( 24,641 ) ( 124,780 )

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

63,352 41,948 13,210

FOREIGN EXCHANGE DIFFERENCE ON CASH

1 ( 29 ) ( 132 )

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR

94,784 52,865 39,787

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR

9 $ 158,137 $ 94,784 $ 52,865

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

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Balance, July 31, 2025

410,355,768 $ 410 $ 1,110,433 $ ( 318,901 ) $ ( 13,829 ) $ 778,113

Issued under ATM offering, net of issuance costs

41,764,036 43 285,706 - - 285,749

Issued under private placement, net of issuance costs

Issued under Public Offering, net of issuance costs

Issued upon vesting of RSUs and PRSUs

393,655 - - - - -

Issued upon exercise of stock options

428,700 - 727 - - 727

Issued upon exercise of warrants

1,054,997 1 4,618 - - 4,619

Stock-based compensation

Common stock issued for consulting services

18,699 - 107 - - 107

Amortization of stock-based compensation

- - 5,911 - - 5,911

Withholding of employee taxes related to stock options and RSUs

- - ( 3,082 ) - - ( 3,082 )

Common stock forfeited for tax paid upon vesting of equity awards

Net loss for the year

- - - ( 87,656 ) - ( 87,656 )

Other comprehensive loss

- - - - ( 588 ) ( 588 )

Balance, July 31, 2026

454,015,855 $ 454 $ 1,404,420 $ ( 406,557 ) $ ( 14,417 ) $ 983,900

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

11 unchanged sentences

Issued upon exercise of warrants

Issued for acquisition of UEX and Roughrider

Stock-based compensation

Common stock issued for consulting services

Common stock issued under Stock Incentive Plan

Amortization of stock-based compensation

Withholding of employee taxes related to stock options and RSUs

Common stock forfeited for tax paid upon vesting of equity awards

Net loss for the year

6 unchanged sentences

Stock-based compensation

Common stock issued for consulting services

Amortization of stock-based compensation

Withholding of employee taxes related to stock options and RSUs

Common stock forfeited for tax paid upon vesting of equity awards

Net loss for the year

11 unchanged sentences

Uranium Energy Corp.

and its subsidiary companies and a controlled partnership (collectively, the “Company”) are engaged in uranium mining and related activities, including exploration, pre-extraction, extraction and processing of uranium and titanium concentrates, on projects located in the United States, Canada and the Republic of Paraguay.

As at July 31, 2025 , the Company had working capital (current assets less current liabilities) of $ 207.58 million including cash and cash equivalents of $ 148.93 million and purchased uranium inventories of $ 72.90 million.

We believe our existing cash resources and cash flow from sale of uranium concentrates, and, if necessary, cash generated from the sale of the Company’s liquid assets, will provide sufficient funds to carry out our planned operations including uranium mining and our inventory purchase commitments for 12 months from the date that these audited consolidated financial statements are issued.

Our continuation as a going concern for a period beyond those 12 months will be dependent upon our ability to achieve consistent positive cash flow from the sale of our produced and purchased uranium inventories and to obtain adequate additional financing, as our operations are capital intensive and future capital expenditures are expected to be substantial.

Historically, we have been reliant primarily on equity financings from the sale of our common stock and on debt financing in order to fund our operations, and this reliance is expected to continue for the foreseeable future.

Our continued operations, including the recoverability of the carrying values of our assets, are dependent ultimately on our ability to achieve and maintain profitability and positive cash flow from our operations.

and its subsidiary companies and a controlled partnership (collectively, the “Company”) are engaged in uranium mining and related activities, including exploration, pre-extraction, extraction and processing of uranium concentrates, on projects located in the United States, Canada and the Republic of Paraguay.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Mineral Rights and Properties

We have established the existence of mineral resources for certain uranium projects, including our Palangana Mine and Christensen Ranch Mine (collectively, the “ISR Mines”), and our Red Desert, Green Mountain, Roughrider and Christie Lake Projects.

We have not established proven or probable reserves, as defined by the United States Securities and Exchange Commission (“SEC”) subpart 1300 of Regulation S-K (“S-K 1300” ), through the completion of a “final” or “bankable” feasibility study for any of the uranium projects we operate, including our ISR Mines.

Furthermore, we currently have no plans to establish proven or probable reserves for any of our uranium projects for which we plan on utilizing in-situ recovery (“ISR”) mining, such as our ISR Mines.

As a result, and despite the fact that we commenced extraction of mineralized materials at some of our ISR Mines, we remain an Exploration Stage Issuer, as defined by the SEC, and will continue to remain as an Exploration Stage Issuer until such time proven or probable reserves have been established.

Since we commenced extraction of mineralized materials at some of our ISR Mines without having established proven or probable reserves, any mineralized materials established or extracted from our ISR Mines should not in any way be associated with having established or produced from proven or probable reserves.

The Company has established the existence of mineralized materials for certain uranium projects, including the Company’s Christensen Ranch Mine, Burke Hollow Mine and Palangana Mine (collectively, the “ISR Mines”), and the Red Desert, Green Mountain, Roughrider and Christie Lake Projects.

The Company has not established proven or probable reserves, as defined by the United States Securities and Exchange Commission (“SEC”) under subpart 1300 of Regulation S-K (“S-K 1300” ), through the completion of a “final” or “bankable” feasibility study for any of the uranium projects the Company operates, including the ISR Mines.

Furthermore, the Company has no present plans to establish proven or probable reserves for any of the uranium projects for which the Company plans on utilizing in-situ recovery (“ISR”) mining, such as the ISR Mines.

As a result, and despite the fact that the Company commenced extraction of mineralized materials at some of the ISR Mines, the Company remains an exploration stage issuer, as defined by the SEC, and will continue to remain as an exploration stage issuer until such time proven or probable reserves have been established.

Since the Company commenced extraction of mineralized materials at the ISR Mines without having established proven or probable reserves, any mineralized materials established or extracted from the ISR Mines should not in any way be associated with having established or produced from proven or probable reserves.

In accordance with U.S.

GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as we exit the exploration stage by establishing proven or probable reserves.

GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as the Company exits the exploration stage by establishing proven or probable reserves.

Expenditures relating to exploration activities, such as drill programs to establish mineralized materials, are expensed as incurred.

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July 31, 2026

Companies that are Production Stage Issuers, as defined by the SEC, having established proven and probable reserves and exited the exploration stage, typically capitalize expenditures relating to ongoing development activities, with corresponding depletion calculated over proven and probable reserves using the units-of-production method and allocated to future reporting periods to inventory and, as that inventory is sold, to cost of goods sold.

We are in the exploration stage which has resulted in our Company reporting larger losses than if it would have been in the production stage due to the expensing, instead of capitalization, of expenditures relating to ongoing mine development activities.

Additionally, there would be no corresponding depletion allocated to future reporting periods of our Company since those costs had been expensed previously, resulting in both lower inventory costs and cost of goods sold and results of operations with higher gross profits and lower losses than if we would have been in the production stage.

Companies in the production stage, as defined by the SEC, having established proven and probable reserves and exited the exploration stage, typically capitalize ongoing development expenditures, with corresponding depletion calculated over reserves using the units-of-production method and allocated to inventory and, as that inventory is sold, to cost of goods sold.

Because the Company is in the exploration stage and expenses the ongoing development expenditures as incurred, the Company reports larger losses than if the Company would have been in the production stage.

Additionally, there would be no corresponding depletion allocated to future reporting periods since those costs had been expensed previously, resulting in lower inventory costs and cost of goods sold and higher gross profits and lower losses than if the Company would have been in the production stage.

Any capitalized costs, such as acquisition costs of mineral rights, are depleted over the estimated extraction life using the straight-line method.

As a result, our consolidated financial statements may not be directly comparable to the financial statements of companies in the production stage.

As a result, the consolidated financial statements of the Company may not be directly comparable to the financial statements of companies in the production stage.

Business Combination and Asset Acquisition

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GAAP to determine whether a transaction is an asset acquisition.

If substantially all of the fair value of gross assets acquired is concentrated in a single identifiable asset (or a group of similar identifiable assets), the assets acquired would not represent a business and we account for the acquisition as an asset acquisition.

In addition, when an acquisition does not meet the definition of a business combination as the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, we also account for the acquisition as an asset acquisition.

If substantially all of the fair value of gross assets acquired is concentrated in a single identifiable asset (or a group of similar identifiable assets), the assets acquired would not represent a business and the Company accounts for the acquisition as an asset acquisition.

In addition, when an acquisition does not meet the definition of a business combination as the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, the Company also accounts for the acquisition as an asset acquisition.

In an asset acquisition, any direct acquisition-related transaction costs are capitalized as part of the purchase consideration.

Deferred taxes are recorded on temporary book/tax differences in an asset acquisition using the simultaneous equations method and adjusted the assigned value of the non-monetary assets acquired to include the deferred tax liability.

When an acquisition is accounted for as a business combination, we recognize and measure the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date, while transaction costs related to business combinations are expensed as incurred.

When an acquisition is accounted for as a business combination, the Company recognizes and measures the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date, while transaction costs related to business combinations are expensed as incurred.

An income, market or cost valuation method may be utilized to estimate the fair value of the assets acquired and liabilities assumed, if any, in a business combination.

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If the initial accounting for the business combination is incomplete by the end of the reporting period in which the acquisition occurs, an estimate will be recorded.

Subsequent to the acquisition date, and not later than one year from the acquisition date, we will record any material adjustments to the initial estimate based on new information obtained that would have existed as of the date of the acquisition.

Subsequent to the acquisition date, and not later than one year from the acquisition date, the Company will record any material adjustments to the initial estimate based on new information obtained that would have existed as of the date of the acquisition.

Any adjustment that arises from information obtained that did not exist as of the date of the acquisition will be recorded in the period the adjustments arises.

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Foreign Currency Translation

The functional currency of our Company, including its subsidiaries, is the United States dollar, except for UEX Corporation ("UEX"), whose functional currency is the Canadian dollar.

The functional currency of the Company, including its subsidiaries, is the United States dollar, except for UEX Corporation (“UEX”), whose functional currency is the Canadian dollar.

In accordance with ASC 830:

Foreign Currency Matters, the financial statements of our subsidiaries are translated into United States dollars using period-end exchange rates as to monetary assets and liabilities and average exchange rates as to revenues and expenses.

Foreign Currency Matters, the financial statements of the subsidiaries are translated into United States dollars using period-end exchange rates as to monetary assets and liabilities and average exchange rates as to revenues and expenses.

Non-monetary assets are translated at their historical exchange rates.

Net gains and losses resulting from foreign exchange translations and foreign currency exchange gains and losses on transactions occurring in a currency other than our Company’s functional currency are included in the determination of net loss in the period.

Net gains and losses resulting from foreign exchange translations and foreign currency exchange gains and losses on transactions occurring in a currency other than the Company’s functional currency are included in the determination of net loss in the period.

Cash and Cash Equivalents

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Equity Investments

Investments in an entity in which our ownership is greater than 20% but less than 50%, a 50/50 joint venture which the Company does not have control, or an entity where other facts and circumstances indicate that we have the ability to exercise significant influence over its operating and financing policies, are accounted for using the equity method in accordance with ASC 323:

Investments in an entity in which the Company’s ownership is greater than 20% but less than 50%, a 50/50 joint venture which the Company does not have control, or an entity where other facts and circumstances indicate that the Company has the ability to exercise significant influence over its operating and financing policies, are accounted for using the equity method in accordance with ASC 323:

Investments – Equity Method and Joint Ventures.

Equity-accounted investments are recorded initially at cost and adjusted subsequently to recognize our share of the earnings, losses or other changes in capital of the investee entity after the date of acquisition.

We periodically evaluate whether declines in fair values of our equity investments below the carrying value are other-than-temporary and, if so, whether an impairment loss is required.

Equity-accounted investments are recorded initially at cost and adjusted subsequently to recognize the Company’s share of the earnings, losses or other changes in capital of the investee entity after the date of acquisition.

The Company periodically evaluates whether declines in fair values of the Company’s equity investments below the carrying value are other-than-temporary and, if so, whether an impairment loss is required.

The Company’s equity ownership in Anfield Energy Inc.

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Accordingly, subsequent changes in the fair value of Anfield's common shares are recognized in the Consolidated Statements of Operations.

Additionally, we hold certain equity investments in entities that we do not have the ability to exercise significant influence.

These equity investments represent our ownership interests in certain entities, and therefore meet the definition of an equity security under ASC 321 Investments – Equity Securities and are measured at fair value at each period end, with unrealized holding gains or losses recorded in the Consolidated Statements of Operations.

Additionally, the Company holds certain equity investments in entities that the Company does not have the ability to exercise significant influence.

These equity investments represent the Company’s ownership interests in certain entities, and therefore meet the definition of an equity security under ASC 321 Investments – Equity Securities and are measured at fair value at each period end, with unrealized holding gains or losses recorded in the Consolidated Statements of Operations.

Other Non-Current Assets

Other non-current assets include future expenditures that we have paid in advance but will not receive benefits within one year.

Other non-current assets include future expenditures that the Company has paid in advance but will not receive benefits within one year.

Expenses are recognized over the period the expenditures are used or the benefits from the expenditures are received.

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Where proven and probable reserves have not been established, the project’s capitalized expenditures are depleted over the estimated extraction life using the straight-line method upon commencement of extraction.

We have not established proven or probable reserves for any of our projects.

The Company has not established proven or probable reserves for any of its projects.

Property, Plant and Equipment

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When the carrying value of an asset exceeds the related undiscounted cash flows, an impairment loss is recorded by writing down the carrying value of the related asset to its estimated fair value, which is determined using discounted future cash flows or other measures of fair value.

We account 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 temporary differences between the carrying amounts and tax bases of assets and liabilities.

We provide a valuation allowance on deferred tax assets unless it is more likely than not that such assets will be realized.

We review the valuation allowance requirements on an annual basis based on projected future operations.

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 temporary differences between the carrying amounts and tax bases of assets and liabilities.

The Company provides a valuation allowance on deferred tax assets unless it is more likely than not that such assets will be realized.

The Company reviews the valuation allowance requirements on an annual basis based on projected future operations.

Restoration and Remediation Costs (Asset Retirement Obligations)

Various federal and state mining laws and regulations require our Company to reclaim the surface areas and restore underground water quality to the pre-existing quality or class of use after the completion of mining.

We recognize the present value of the future restoration and remediation costs as an asset retirement obligation in the period in which we incur an obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets.

Asset retirement obligations consist of estimated final well closure, plant and equipment decommissioning and removal and environmental remediation costs to be incurred by our Company in the future.

Various federal and state mining laws and regulations require the Company to reclaim the surface areas and restore underground water quality to the pre-existing quality or class of use after the completion of mining.

The Company recognizes the present value of the future restoration and remediation costs as an asset retirement obligation in the period in which the Company incurs an obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets.

Asset retirement obligations consist of estimated final well closure, plant and equipment decommissioning and removal and environmental remediation costs to be incurred by the Company in the future.

The asset retirement obligation is estimated based on the current costs escalated at an inflation rate and discounted at a credit adjusted risk-free rate at inception.

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Any difference between the recorded asset retirement obligations and the actual retirement costs incurred will be recorded as a gain or loss in the period of settlement.

We determine if a contractual arrangement represents or contains a lease at inception.

Operating leases with lease terms greater than 12 months are included in Other Non-Current Assets, Other Current Liabilities and Other Non-Current Liabilities in our Consolidated Balance Sheets.

Assets under finance leases are included in Property, Plant and Equipment and the related lease liabilities in Other Current Liabilities and Other Non-Current Liabilities in our Consolidated Balance Sheets.

The Company determines if a contractual arrangement represents or contains a lease at inception.

Operating leases with lease terms greater than 12 months are included in Other Non-Current Assets, Other Current Liabilities and Other Non-Current Liabilities in the Consolidated Balance Sheets.

Assets under finance leases are included in Property, Plant and Equipment and the related lease liabilities in Other Current Liabilities and Other Non-Current Liabilities in the Consolidated Balance Sheets.

Operating and finance lease ROU assets and lease liabilities are recognized based on the present value of the future lease payments over the lease term at the commencement date.

When the rate implicit to the lease cannot be readily determined, we utilize the incremental borrowing rate in determining the present value of the future lease payments.

The incremental borrowing rate is the rate of interest our Company would have to pay to borrow on a collateralized basis over a similar term and the amount equal to the lease payments in a similar economic environment.

When the rate implicit to the lease cannot be readily determined, the Company utilizes the incremental borrowing rate in determining the present value of the future lease payments.

The incremental borrowing rate is the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term and the amount equal to the lease payments in a similar economic environment.

URANIUM ENERGY CORP.

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The operating lease expenses are recognized on a straight-line basis over the lease term and included in general and administration expenses.

Short-term leases, which have an initial term of 12 months or less, are not recorded in our Consolidated Balance Sheets.

We have lease arrangements that include both lease and non-lease components.

We account for each separate lease component and its associated non-lease components as a single lease component for all of our asset classes.

Short-term leases, which have an initial term of 12 months or less, are not recorded in the Consolidated Balance Sheets.

The Company has lease arrangements that include both lease and non-lease components.

The Company accounts for each separate lease component and its associated non-lease components as a single lease component for all of its asset classes.

Revenue Recognition

Our revenues are primarily derived from the sale of U 3 O 8 that we purchased under our Physical Uranium Program.

The Company’s revenues are primarily derived from the sale of U 3 O 8 that the Company purchased under its Physical Uranium Program.

The sales contracts specify the quantity to be delivered, the price, payment terms and the period of delivery.

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Stock-Based Compensation

We measure stock-based awards at fair value on the date of the grant and expense the awards over the requisite service period of employees or consultants.

The Company measures stock-based awards at fair value on the date of the grant and expense the awards over the requisite service period of employees or consultants.

The fair value of stock options is determined using the Black-Scholes Valuation Model.

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Basic earnings or loss per share includes no potential dilution and is computed by dividing the earnings or loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period.

Diluted earnings or loss per share reflect the potential dilution of securities that could share in the earnings or loss of our Company.

Dilutive securities are excluded from the calculation of our diluted weighted average common shares outstanding if their effect would be anti-dilutive based on the treasury stock method or due to a net loss from continuing operations.

Recently Adopted Accounting Pronouncements and Securities and Exchange Commission Rules

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023 - 07, Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures.

This ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

This ASU is effective for the Company’s Annual Report on Form 10 -K for the fiscal year ended July 31, 2025 and subsequent interim periods.

The guidance is applied retrospectively to all prior periods presented in the financial statements.

The adoption of this ASU did not materially impact the Company’s segment reporting as presented in Note 22.

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ):

Diluted earnings or loss per share reflect the potential dilution of securities that could share in the earnings or loss of the Company.

Dilutive securities are excluded from the calculation of the diluted weighted average common shares outstanding if their effect would be anti-dilutive based on the treasury stock method or due to a net loss from continuing operations.

Recently Adopted Accounting Pronouncement

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023 - 09, Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures.

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The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions.

This ASU will be effective for fiscal years beginning after December 15, 2024.

The guidance will be applied on a prospective basis with the option to apply the standard retrospectively.

Early adoption is permitted.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

July 31, 2025

In March 2024, the FASB issued ASU 2024 - 02, Codification Improvements - Amendments to Remove References to the Concepts Statements.

This ASU contains amendments to the Codification that remove references to various FASB Concepts Statements.

The effort facilitates Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance and other minor improvements.

While the amendments are not expected to result in significant changes for most entities, the FASB provided transition guidance since some entities could be affected.

This ASU will be effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

The Company adopted this standard for the year ended July 31, 2026 on a retrospective basis and included the required disclosures in Note 18.

As this standard relates solely to presentation, its adoption had no impact on the Company's financial position.

Accounting Pronouncement Not Yet Adopted

In November 2024, the FASB issued ASU 2024 - 03, Income Statement - Reporting Comprehensive Income (Topic 220 ):

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The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

ACQUISITION OF UEX

During Fiscal 2022, on June 13, 2022, we entered into a definitive agreement with UEX (the “UEX Agreement”) pursuant to which we would acquire all of the issued and outstanding common shares of UEX in an all-share transaction (the “UEX Acquisition”).

On August 19, 2022, we acquired all of the issued and outstanding common shares of UEX.

In connection with the UEX Acquisition, we also issued 2,301,750 stock options (the “Replacement Options”) and 4,660,580 warrants (the “Replacement Warrants”) to replace the outstanding stock options and warrants of UEX that were outstanding immediately prior to the completion of the UEX Acquisition.

The estimated fair value of the Replacement Warrants in the amount of $ 8.90 million as of August 19, 2022 was classified as derivative liabilities in accordance with ASC 815 Derivatives and Hedging, as the exercise prices of the Replacement Warrants are denominated in Canadian dollars, which differs from the Company’s functional currency.

The change in fair value on the derivative liabilities is recorded as a change in fair value of derivative liability in our consolidated statements of operations.

The fair value of the Replacement Warrants on August 19, 2022 was estimated using the Black-Scholes model with the following assumptions, which is level 2 of the fair value measurement hierarchy:

Exercise Price in U.S.

1.111 1 to 3.4242 42

Exercise Price in Canadian dollars

CA$1.44 to CA$4.44

Expected Risk Free Interest Rate

3.18 % to 3.23 %

Expected Volatility

90.98 % to 101.52 %

Expected Life in Years

Expected Dividend Yield

The UEX Acquisition is accounted for as an acquisition of assets rather than a business as UEX did not meet the definition of a business in accordance with ASC 805 Business Combinations.

URANIUM ENERGY CORP.

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July 31, 2026

ACQUISITION OF THE ROUGHRIDER PROJECT

On October 14, 2022, we completed the acquisition of all of the issued and outstanding shares of Roughrider Mineral Holdings Inc.

(“Roughrider”), which owns the Roughrider uranium development project (the “Roughrider Project”) located in the Athabasca Basin, in Saskatchewan, Canada, from a subsidiary of Rio Tinto plc (the “Roughrider Acquisition”).

The Roughrider Acquisition is accounted for as an acquisition of assets rather than a business as the Roughrider Project did not meet the definition of a business in accordance with ASC 805 Business Combinations.

The following table summarizes the fair value of the consideration paid, and the fair value of the assets acquired and liabilities assumed, on the closing date of the Roughrider Acquisition:

Consideration paid

Fair value of 17,805,815 UEC shares issued at $ 3.60 per share

Acquisition related costs

Total consideration paid

Assets acquired and liabilities assumed

Mineral rights and properties

Asset retirement obligations

Deferred tax liabilities

Total liabilities

Total net assets

Cash flow on acquisition:

Acquisition related costs

Acquisition of Roughrider

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

July 31, 2025

ACQUISITION OF THE SWEETWATER ASSETS

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The fair value of asset retirement obligations was measured based on the expected costs and timing for final well closure, plant and equipment decommissioning and removal, and environmental remediation, which are discounted to present value using credit adjusted risk-free rates.

Surety bonds providing $ 22.56 million of coverage towards reclamation obligations were collateralized by the restricted cash as of July 31, 2025 ( Note 9 ).

Cash flow on acquisition:

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July 31, 2026

As at July 31, 2025 , we held 1,356,000 ( July 31, 2024 :

As at July 31, 2026 , the Company held 1,256,000 ( July 31, 2025 :

1,356,000 ) pounds of purchased uranium concentrate inventory.

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Material and supplies

$ 1,470 $ 215

In-process inventory

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Purchased uranium inventories

72,899 75,440

$ 79,279 $ 75,833

As at July 31, 2025 , our uranium inventory purchase commitments over the next five fiscal years are as follows:

Purchase Commitments in Pounds Total Purchase Price

300,000 $ 11,114

MINERAL RIGHTS AND PROPERTIES

Mineral Rights

As at July 31, 2025 , we owned mineral rights in the States of Arizona, New Mexico, Texas and Wyoming, in Canada and in the Republic of Paraguay.

As at July 31, 2026 , the Company owned mineral rights in the States of Arizona, New Mexico, Texas and Wyoming, in Canada and in the Republic of Paraguay.

These mineral rights were acquired through staking, purchase, lease or option agreements and are subject to varying royalty interests, some of which are indexed to the sale price of uranium.

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Balance at July 31, 2024

$ 172,440 $ 384,607 $ 15,014 $ 572,061

100 1,340 - 1,440

Impact of foreign currency translation

- ( 9,424 ) - ( 9,424 )

Balance at July 31, 2024

172,540 376,523 15,014 564,077

Sweetwater Acquisition

145,749 - - 145,749

Assets retirement obligations (Note 11)

7,688 - - 7,688

Impact of foreign currency translation

- ( 497 ) - ( 497 )

Balance at July 31, 2025

$ 326,192 $ 376,027 $ 15,014 $ 717,233

Impact of foreign currency translation

Balance at July 31, 2026

Accumulated Depletion, Amortization and Impairment

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Balance at July 31, 2024

$ (6,389 ) $ ( 112 ) $ - $ (6,501 )

Impact of foreign currency translation

Balance at July 31, 2025

( 6,389 ) ( 105 ) - ( 6,494 )

( 1,088 ) - - ( 1,088 )

Impact of foreign currency translation

Balance at July 31, 2026

$ ( 7,477 ) $ ( 105 ) $ - $ ( 7,582 )

Carrying Value

Balance at July 31, 2025

$ 166,151 $ 376,418 $ 15,014 $ 557,583

Balance at July 31, 2026

$ 318,715 $ 375,922 $ 15,014 $ 709,651

URANIUM ENERGY CORP.

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July 31, 2026

During Fiscal 2025, the Company recognized an addition of $ 7.69 million to asset retirement obligations, with a corresponding increase in mineral rights and properties.

This is a non-cash transaction and therefore has been excluded from the consolidated statements of cash flows.

We have not established proven or probable reserves, as defined by the SEC under the S-K 1300, for any of our mineral projects.

We have established the existence of mineral resources for certain uranium projects, including our ISR Mines.

Since we commenced uranium extraction at some of our ISR Mines without having established proven or probable reserves, there may be greater inherent uncertainty as to whether or not any mineralized material can be economically extracted as originally planned and anticipated.

During Fiscal 2026, the Company recognized an addition of $ 2.39 million ( 2025:

$ 7.69 million) to asset retirement obligations, with a corresponding increase in mineral rights and properties.

This was a non-cash transaction and therefore has been excluded from the Consolidated Statements of Cash Flows.

The Company has not established proven or probable reserves, as defined by the SEC under the S-K 1300, for any of its mineral projects.

The Company has established the existence of mineral resources for certain uranium projects, including the ISR Mines.

Since the Company commenced uranium extraction at some of the ISR Mines without having established proven or probable reserves, there may be greater inherent uncertainty as to whether or not any mineralized material can be economically extracted as originally planned and anticipated.

The details of mineral property expenditures are as follows:

Year Ended July 31,

Permitting and compliance

$ 1,167 $ 1,895 $ 396

Property maintenance

4,974 3,986 3,608

11,140 14,669 9,308

33,891 6,650 1,749

Production readiness

14,892 5,183 3,559

$ 66,064 $ 32,383 $ 18,620

Permitting and land payments

Extraction readiness and mine site maintenance

PROPERTY, PLANT AND EQUIPMENT

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Plant and Processing Facilities

$ 61,624 $ ( 4,398 ) $ 57,226 $ 19,346 $ ( 2,708 ) $ 16,638

Mining Equipment

6,980 ( 2,961 ) 4,019 3,740 ( 2,523 ) 1,217

Logging Equipment and Vehicles

5,518 ( 2,716 ) 2,802 3,452 ( 2,222 ) 1,230

Computer Equipment

264 ( 258 ) 6 300 ( 287 ) 13

Furniture and Fixtures

243 ( 204 ) 39 243 ( 190 ) 53

2,086 ( 179 ) 1,907 337 ( 103 ) 234

1,514 - 1,514 1,080 - 1,080

$ 78,229 $ ( 10,716 ) $ 67,513 $ 28,498 $ ( 8,033 ) $ 20,465

The depreciation expenses for the year ended July 31, 2025 was $ 2.88 million, ( July 31, 2024 :

$ 1.20 million, July 31, 2023 :

$ 1.06 million).

The depreciation expenses for the year ended July 31, 2026 were $ 4.36 million, ( July 31, 2025 :

$ 2.88 million and July 31, 2024 :

$ 1.20 million, respectively).

RESTRICTED CASH

Restricted cash includes cash and cash equivalents and money market funds as collateral for various bonds posted in favor of applicable state regulatory agencies in Arizona, Texas and Wyoming, and for estimated reclamation costs associated with our plants, processing facilities and various projects.

Restricted cash will be released upon completion of reclamation of a mineral property or restructuring of a surety and collateral arrangement.

Restricted cash includes cash and cash equivalents and money market funds as collateral for various bonds posted in favor of applicable state regulatory agencies in Arizona, Texas and Wyoming, and for estimated reclamation costs associated with the plants, processing facilities and various projects.

Restricted cash will be released upon completion of reclamation of a mineral property or a change of a surety and collateral arrangement.

Cash, cash equivalents and restricted cash are included in the following accounts:

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Cash and cash equivalents

$ 148,930 $ 87,533 $ 45,614

Restricted cash

9,207 7,251 7,251

Total cash, cash equivalents and restricted cash

$ 158,137 $ 94,784 $ 52,865

URANIUM ENERGY CORP.

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Federal Deposit Insurance Corporation, should the financial institutions with which these amounts are invested be rendered insolvent.

As of July 31, 2025 , approximately $ 133.97 million of our cash and cash equivalents is held in a single financial institution at one of the largest banks in Canada and subject to concentration risk.

As of July 31, 2026 , approximately $ 472.55 million of the cash and cash equivalents is held in two financial institutions, which are among the largest banks in the U.S.

and Canada and subject to concentration risk.

The Company does not consider any of its financial assets to be impaired as of July 31, 2026 .

EQUITY-ACCOUNTED INVESTMENT

As at July 31, 2025 , we owned 17,978,364 shares of Uranium Royalty Corp.

As at July 31, 2026 , the Company owned 28,967,375 shares of Uranium Royalty Corp.

(“URC”), representing a 7.60 % ( July 31, 2025 :

13.5 %) interest in URC.

In addition, two of our officers are members of URC’s board of directors, and two of our officers are also executive officers of URC.

As a consequence, our ability to exercise significant influence over URC’s operating and financing policies continued to exist during Fiscal 2025 .

Should URC’s outstanding options and warrants be fully exercised, UEC’s ownership interest would decrease from 13.5 % to 13.3 %.

URC is a public company listed on the Toronto Stock Exchange with the trading symbol "URC" and on NASDAQ with the trading symbol "UROY".

As at July 31, 2025 , the fair value of our investment in URC was approximately $ 46.56 million ( July 31, 2024 :

In addition, two of the Company’s officers are members of URC’s board of directors.

Furthermore, one of these officers also holds an executive position within URC.

As a consequence, the Company’s ability to exercise significant influence over URC’s operating and financing policies continued to exist during Fiscal 2026 .

Should URC’s outstanding options and warrants be fully exercised, the Company’s ownership interest would decrease from 7.60 % to 7.57 %.

URC is a public company listed on the NASDAQ Capital Market with the trading symbol “UROY”.

As at July 31, 2026 , the fair value of the Company’s investment in URC was approximately $ 98.49 million ( July 31, 2025 :

$ 46.56 million).

As at July 31, 2025 , we owned 50 % of the outstanding shares of JCU (Canada) Exploration Company Limited (“JCU”) acquired through the UEX Acquisition completed on August 19, 2022.

On April 29, 2026, the Company acquired beneficial ownership of and control over 10,989,011 newly issued subscription receipts (each, a “Subscription Receipt”) of URC through a private placement at a price of $ 3.64 per Subscription Receipt, for an aggregate purchase price of $ 40.0 million.

Each Subscription Receipt entitled the Company to receive, without additional consideration, one URC common share upon satisfaction of the applicable escrow release conditions by URC, including completion of the arrangement involving URC and certain third parties (the “Arrangement”).

On July 27, 2026, the closing date of the Arrangement, all escrow release conditions were satisfied by URC and the Subscription Receipts were converted into 10,989,011 URC common shares.

The Subscription Receipts were remeasured at fair value on the closing date of the Arrangement and, as a result, the Company recognized a loss of $ 9.9 million on the revaluation of the Subscription Receipts during the Fiscal 2026.

As at July 31, 2026 , the Company owned 50 % of the outstanding shares of JCU (Canada) Exploration Company Limited (“JCU”).

JCU is a private Canadian company engaged in the exploration and development of uranium assets in Canada.

The Company’s 50 % interest in JCU is a joint venture, which is accounted for using the equity method.

During Fiscal 2025 , Fiscal 2024 and Fiscal 2023 , the changes in carrying value of our equity-accounted investment are summarized as follows:

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

July 31, 2026

During Fiscal 2026 , Fiscal 2025 and Fiscal 2024 , the changes in carrying value of the equity-accounted investment are summarized as follows:

Investment in

Balance, July 31, 2023

$ 24,177 $ - $ 24,177

Addition from UEX Acquisition

- 24,502 24,502

Capital contribution

- 1,415 1,415

Share of income (loss)

414 ( 2,062 ) ( 1,648 )

Gain on dilution of ownership interest

Foreign exchange difference

( 634 ) ( 356 ) ( 990 )

Balance, July 31, 2024

24,611 23,499 48,110

9,238 - 9,238

Capital contribution

- 2,876 2,876

Share of income (loss)

2,032 ( 1,439 ) 593

Share of loss

Gain on dilution of ownership interest

Foreign exchange difference

( 1,327 ) ( 1,105 ) ( 2,432 )

Balance, July 31, 2025

34,978 23,831 58,809

Capital contribution

Share of loss

( 265 ) ( 3,115 ) ( 3,380 )

Share of income (loss)

Gain on dilution of ownership interest

Foreign exchange difference

( 84 ) ( 86 ) ( 170 )

Balance, July 31, 2026

$ 34,657 $ 21,168 $ 55,825

Aggregate summarized financial information for the Company’s investments in JCU, URC and Anfield is presented below.

As described in Note 9, the Company’s investment in Anfield is measured under the fair value option.

Due to Anfield’s December 31 fiscal year-end, the aggregate summarized balance sheet information includes Anfield’s balances as of June 30 and JCU’s and URC’s balances as of July 31.

The aggregate summarized statements of operations include Anfield’s results for the 12 -month periods ended June 30 and JCU’s and URC’s results for the years ended July 31.

The amounts below represent 100% of the investees’ financial information and have not been adjusted to reflect the Company’s respective ownership interests.

Summarized Balance Sheet Information

As of July 31,

Current Assets

Non-Current Assets

Current Liabilities

Non-Current Liabilities

Non-Controlling Interest

Summarized Statements of Operations Information

Year ended July 31,

Operating Income (Loss)

Net Income (Loss)

URANIUM ENERGY CORP.

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July 31, 2026

INVESTMENTS IN EQUITY SECURITIES

The changes in our investments in equity securities are summarized as follows:

INVESTMENT IN EQUITY SECURITIES

The changes in the Company’s investment in equity securities are summarized as follows:

July 31, 2026

1 unchanged sentence

Balance, beginning of year

$ 75,264 $ 38,656

Investment in public listed companies

25,695 12,115

Sale of investment in public listed companies

( 54,438 ) ( 3,008 )

Fair value gain (loss) on equity securities (Note 18)

( 18,051 ) 27,505

Foreign exchange difference

Fair value loss on equity securities (Note 15)

Balance, end of year

28,470 75,264

Current investment in equity securities

Non-current investment in equity securities

$ 28,470 $ 6,533

On January 15, 2025, the Company completed the acquisition of 1,428,572 post-consolidated common shares of Anfield ( 1 ) for total consideration of $ 10.46 million pursuant to a subscription agreement between the Company and Anfield.

On February 20, 2025, the Company entered into an indemnification support agreement with Anfield.

Under this agreement the Company provides an indemnity of $ 3.00 million in favour of Anfield for its surety bond and, in return, obtains the right to nominate members to Anfield board of directors in proportion to the Company’s ownership in Anfield.

The indemnity may be canceled by the Company upon delivery of 30 days’ written notice.

On June 20, 2025, the Company acquired an additional 2,266,666 post-consolidated common shares of Anfield by a private agreement for total consideration of $ 14.24 million.

Pursuant to ASC 323 Investments – Equity Method and Joint Ventures, there is a rebuttable presumption that equity method of accounting shall be applied for investments of 20% or more of the investee’s outstanding voting common stock.

As at July 31, 2025, the Company owned 4,978,877 post-consolidated common shares ( 1 ) of Anfield ( July 31, 2024:

Pursuant to Accounting Standards Codification (“ASC”) 323 Investments – Equity Method and Joint Ventures, there is a rebuttable presumption that equity method of accounting shall be applied for investments of 20% or more of the investee’s outstanding voting common stock.

As at July 31, 2026 , the Company owned 6,500,737 common shares of Anfield ( July 31, 2025:

4,978,876 on a post-consolidated basis (*) ), representing approximately 32.59 % ( July 31, 2025:

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37.0 %) on a partially diluted basis after assuming the exercise of 1,283,639 post-consolidated share purchase warrants of Anfield (the “Anfield Warrants”) held by the Company.

As a result, the Company’s investment in Anfield’s common shares is subject to equity method of accounting.

As a result, the Company’s investment in Anfield’s common shares is subject to the equity method of accounting.

However, as permitted under ASC 825 Financial Instruments, the Company elected to apply the fair value option to account for its investment in Anfield’s common shares.

All subsequent changes in fair value of the common shares of Anfield are recognized in the Consolidated Statements of Operations.

During the year ended July 31, 2026, the Company acquired an additional 1,521,861 common shares of Anfield for $ 6.50 million.

The Company’s investment in equity securities consists of common shares and warrants of publicly traded companies in North America.

Such investment is subject to both concentration and credit risks, as the majority of the investments are held in a small number of public companies.

As at July 31, 2026 , the fair value of the Company’s investment in Anfield’s common shares was $ 25.61 million ( July 31, 2025:

$ 4.72 million) and the fair value of Anfield Warrants was $ 1.39 million ( July 31, 2024:

$ 26.14 million) and the fair value of the Anfield Warrants was $ 0.69 million ( July 31, 2025:

$ 1.39 million).

The fair value gain on the Company's investment in Anfield's common shares from the date of the fair value option was elected to July 31, 2025 was $ 1.22 million.

What changed 10-K

Item 9A. Controls and Procedures