URANIUM ENERGY CORP 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report. Based on such evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures were effective. It should be noted that any system of controls is based in part upon certain assumptions designed to obtain reasonable (and not absolute) assurance as to its effectiveness, and there can be no assurance that any design will succeed in achieving its stated goals. Management’s Report on Internal Control Over Financial Reporting 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. 100 Table of Contents 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. Item 9B. Other Information 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 101 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance Our current directors and executive officers and their respective ages as of September 15, 2026 are as follows: Name Age Position Amir Adnani 48 President, CEO, Principal Executive Officer and Director Spencer Abraham 74 Chairman (non-executive) and Director David Kong 80 Director Vincent Della Volpe 84 Director Gloria Ballesta 51 Director Trecia Canty 57 Director Josephine Man 52 Chief Financial Officer, Treasurer, Secretary and Principal Accounting Officer Scott Melbye 64 Executive Vice President Brent Berg 55 Senior Vice President, U.S. Operations The following describes the business experience of each of our directors, including other current directorships held in reporting companies. Amir Adnani . 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. Mr. 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. Mr. Adnani is the founder and Co-Chairman of GoldMining Inc. (TSX: GOLD and NYSE American: GLDG) and founder and Chairman of Uranium Royalty Corp. (Nasdaq: UROY). Mr. 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. Mr. 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 us since our inception and his business and uranium industry experience qualify him to serve as a director. 102 Table of Contents Spencer Abraham . Spencer Abraham has served as our Chairman (non-executive) of our Board since March 2017. Mr. 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. Mr. Abraham is the Chairman and Chief Executive Officer of The Abraham Group LLC, an international strategic consulting firm based in Washington, D.C. President George W. Bush selected Mr. Abraham as the tenth Secretary of Energy of the United States in 2001. During his tenure at the Energy Department from 2001 to 2005, Mr. 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 highly enriched uranium program between the United States and Russia. Mr. Abraham served as a United States Senator for the State of Michigan from 1995 to 2001. At a time when the Trump Administration and U.S. Congress are considering significant issues pertaining to the U.S. uranium mining sector, Mr. 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. Mr. Abraham has served as a director of Two Harbors Investment Corp. (NYSE: TWO) since May 2014, as a director of PBF Energy Inc. (NYSE: PBF) since October 2012, and served as a director of NRG Energy, Inc. (NYSE: NRG) from December 2012 to April 2026. Previously, Mr. 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. Mr. Abraham holds a Juris Doctor degree from Harvard Law School and is an alumnus of Michigan State University. We believe that Mr. 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 . David Kong has served on our Board since January 2011 and served as our lead independent director from June 2016 to May 2024. Mr. 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. Mr. 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. Mr. Kong holds a Bachelor in Business Administration and earned his Chartered Accountant designation (CPA, CA) in British Columbia, Canada, in 1978. Mr. Kong was a partner at Ellis Foster, Chartered Accountants, from 1981 to 2004, before merging with EY (formerly Ernst & Young LLP), Chartered Professional Accountants, in 2005, where he was a partner until 2010. Mr. Kong is a certified director (ICD.D) of the Institute of Corporate Directors. We believe that Mr. Kong’s business experience and specialized expertise in finance and accounting qualify him to serve as a director. 103 Table of Contents Vincent Della Volpe . 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. Mr. 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. Throughout his career, Mr. Della Volpe has particularly focused on the management of energy and utility equity portfolios, and he also has experience managing venture capital investments. Mr. Della Volpe holds a Bachelor of Arts in Accounting and an MBA in finance, both from Seton Hall University. We believe that Mr. Della Volpe’s prior business experience and specialized expertise in finance qualify him to serve as a director. Gloria Ballesta . 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. Ms. 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. Ms. Ballesta served as the Chief Executive Officer of Content Mode SAS, a contact center based in Colombia, from January 2016 to December 2023. Ms. Ballesta has experience managing administrative and compliance procedures for spin-offs, take-overs and financings of various public companies. Ms. Ballesta holds an LLB (Hons.) from the CEU Cardenal Herrera University in Spain and a Master’s degree in Marketing and Business Management from ESIC School of Business in Spain. We believe that Ms. Ballesta’s significant international experience and experience serving as an independent director for other reporting companies qualify her to serve as a director. Trecia Canty . Trecia Canty has served on our Board since March 2023 and is the Chairperson of our Board’s Sustainability Committee. Ms. 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. Canty has served as the Senior Vice President, General Counsel and Corporate Secretary and a member of the Executive Committee of PBF Energy Inc. (NYSE: PBF), a Fortune 200 company that is one of the largest independent petroleum refiners and suppliers of unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States. Ms. Canty is a graduate of Dartmouth College and received a Master’s degree in Public Affairs from Princeton University’s School of International and Public Affairs and a Juris Doctor from Columbia University’s School of Law. We believe that Ms. Canty’s extensive legal, regulatory and senior leadership experience in the energy industry qualifies her to serve as a director. The following describes the business experience of each of our non-director executive officers: Josephine Man . Josephine Man has served as our Chief Financial Officer, Treasurer and Secretary since October 2024. Ms. Man has over 29 years of experience in financial reporting, corporate finance, mergers and acquisitions, and risk management. Previously, from 2018 to 2025, Ms. Man served as Chief Financial Officer of URC where she was responsible for leading all finance functions and risk management, and served as Corporate Secretary from 2024 to 2025 and from 2019 to 2023. From 2020 to 2022, Ms. Man served as Chief Financial Officer of GRC. From 2010 to 2013, Ms. Man was an audit partner with EY (formerly Ernst & Young LLP) in Vancouver. Ms. Man is a Chartered Professional Accountant, Certified Public Accountant (Washington) and Certified Public Accountant (Hong Kong). Ms. Man holds a Bachelor of Business Administration from Simon Fraser University and a Master of Business Administration from the University of British Columbia. 104 Table of Contents Scott Melbye . Scott Melbye has served as our Executive Vice President since September 2014. Mr. Melbye is a 43-year veteran of the nuclear energy industry having held key leadership positions in major global uranium mining companies and various industry organizations. He has passionately promoted the growth and competitiveness of the nuclear fuel cycle in supporting nuclear power as a clean, affordable and reliable source of energy to meet the world’s ever-expanding needs. 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 our strategic growth objectives. Mr. Melbye currently serves as the Chief Executive Officer, President and a director of URC. Previously, Mr. Melbye served as the Vice President, Commercial at Uranium Participation Corporation (now Sprott Physical Uranium Trust) from 2014 to 2018, and concurrently served as an advisor, to the Chairman of Kazatomprom, the world’s leading uranium producer in Kazakhstan, guiding their business transformation process as it related to marketing and sales strategy. Through June 2014, Mr. Melbye was Executive Vice President, Marketing for Uranium One, responsible for global sales activities, where he expanded that company’s forward book, particularly in the emerging markets of the United Arab Emirates and China. He also supported the global investor-relations efforts of the Chief Executive Officer during the time that Uranium One was publicly traded on the TSX. Prior to this, Mr. Melbye spent 22 years with the Cameco Group of companies, both at their Saskatoon head office and with their U.S. subsidiaries. He most recently served as President of Cameco Inc., the subsidiary responsible for managing that company’s world-wide uranium marketing and trading activities (achieving annual sales exceeding 30 million pounds U 3 O 8 through established relationships with most global nuclear utilities). Mr. Melbye’s previous experience includes uranium brokerage and trading at Nukem Inc. in New York, and nuclear fuel procurement at the Palo Verde Nuclear Generating Station in Arizona. Mr. Melbye is currently the President of the Uranium Producers of America (“ UPA ”). The UPA is the domestic mining organization that advocates for U.S. Government policies supportive of national energy, and security and interests of a strong and competitive American uranium industry. He is also a past Chair of the Board of Governors of the World Nuclear Fuel Market. Mr. Melbye is a frequent speaker at nuclear industry conferences and has participated in numerous high-level, United States and Canadian trade missions to markets such as Central Europe, China, India, United Arab Emirates and Mexico. Mr. Melbye has provided expert testimony before the U.S. House Oversight Committee on Department of Energy inventory dispositions, and the U.S. Senate Energy and Natural Resources Committee on regaining American nuclear leadership and foreign critical minerals dependency. In addition, he testified before the U.S. International Trade Commission on uranium imports from Kazakhstan following the dissolution of the Soviet Union. Mr. Melbye received a Bachelor of Science in Business Administration with degree specialization in International Business from Arizona State University in 1984. Brent Berg . Brent Berg has served as our Senior Vice President, U.S. Operations since March 2024. Mr. Berg is a highly qualified mining and mineral processing professional with over 29 years of experience in the minerals industry, including more than 23 years in uranium production in the U.S. and Canada. Mr. Berg is the former President of Cameco Resources, where he led Cameco’s U.S. uranium ISR operations in Wyoming and Nebraska. This experience included management and oversight of Cameco’s ISR facilities and the successful start-up and operation of its North Butte satellite ISR operation in Wyoming. Under his management, U.S. production reached over 2.6 million pounds prior to Cameco curtailing production due to market conditions. Mr. Berg also has extensive open pit and underground mining experience, including Cameco’s Key Lake, McArthur River and Rabbit Lake operations. Most recently, Mr. 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. Mr. Berg is a Professional Engineer with a B.A.Sc. in Regional Environmental Systems Engineering from the University of Regina and an MBA from the University of Regina. In 2023, Mr. Berg completed a Master of Legal Studies, Magna Cum Laude, from the University of Arizona, with a focus on mining law and policy. 105 Table of Contents Term of Office 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 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. Mr. Kong is the Chairperson of the Audit Committee. 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 our Code to the appropriate person or persons identified in our Code; and ● 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, 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 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. 106 Table of Contents Item 11. Executive Compensation Compensation Discussion and Analysis Oversight of Executive Compensation Program 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. Mr. 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. 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 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; and ● 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. GGA is retained to continually review the compensation levels for our executive officers and directors and short- and long-term incentive plans, and to evaluate and make recommendations based on competitive market trends on our overall executive and director compensation philosophy, objectives and approach. 107 Table of Contents GGA’s services in Fiscal 2026 included: ● compensation philosophy validation; ● peer group review; ● executive compensation review and recommendations for our CEO, Chief Financial Officer, Executive Vice President and Senior Vice President, U.S. Operations; ● 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; and ● 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. 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; and ● to reward each executive based on individual and corporate performance and to incentivize such executives to drive our current growth and sustainability objectives. 108 Table of Contents The following key principles guide our overall compensation philosophy: ● 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 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 our stockholders; and ● compensation should be transparent to our Board, executives and stockholders. Benchmarking Compensation and Peer Groups 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: Removed Added Centrus Energy Corp. 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. 109 Table of Contents 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: Peer Group Cameco Corporation Magnolia Oil & Gas Corporation Northern Oil and Gas, Inc. Comstock Resources, Inc. Matador Resources Company NuScale Power Corporation Core Natural Resources, Inc. MP Materials Corp. Oklo Inc. Denison Mines Corp. 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 CEO; ● Josephine Man, Chief Financial Officer, Treasurer and Secretary; ● Scott Melbye, Executive Vice President; and ● Brent Berg, Senior Vice President, U.S. Operations. Compensation Elements and Rationale 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 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. The base compensation paid to our NEOs is more particularly described below under “Executive Services Agreements”. Short-Term Incentive Awards 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. 110 Table of Contents Our 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 our corporate and individual performance. The performance multiplier and payouts achieved can range between 0% and 200% of each Target Award. 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 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. Fiscal 2026 Target Award Performance Weighting Executive Officer Base Compensation % of Base Compensation Target Award Corporate Individual Amir Adnani President and CEO $750,000 110% $825,000 90% 10% Josephine Man Chief Financial Officer, Treasurer and Secretary $285,000 50% $142,500 65% 35% Scott Melbye Executive Vice President $365,000 70% $255,500 65% 35% Brent Berg Senior Vice President, U.S. Operations $342,000 50% $171,000 65% 35% Performance Scorecard 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 executive officer was also evaluated on a set of individual performance objectives tied to their unique role, responsibilities and time commitment. 111 Table of Contents The following sets forth the performance scorecard for Fiscal 2026. Weight Performance Levels Performance Metrics Corporate Threshold (50% of Target Award) Target (100% of Target Award) Breakthrough (200% of Target Award) Result Payout Operational Objectives Operational Objectives 1. 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. 2. Burke Hollow: Complete construction at the Burke Hollow Project and commence operations. 3. Sweetwater: 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. 4. Roughrider: Complete delineation drilling required to support the pre-feasibility study for our Roughrider Project. Operational Objectives: Three of four objectives completed and substantial progress achieved on the fourth objective Above Target 35% Two of four objectives 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 Breakthrough Balance Sheet 20% $75 million $100 million $150 million Total Recordable Injury and Illness Incidence Rate 10% Promote high performing safe environments with no recordable injuries among employees Rate: 3.45 and no fatalities Threshold Rate below 4.8 Rate below 3.2 Rate below 1.6 and no fatalities Business Development 35% Launch of UR&C and complete initial funding Objective: Completed Breakthrough 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 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. 112 Table of Contents 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: 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. 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: The Compensation Committee selected this metric based on the belief that the Total Recordable Injury and Illness Incidence Rate (“ IIR ”) is critical to our overall approach to promoting high performing safe environments. Our Company’s IIR is calculated by multiplying the total number of recordable injuries and illnesses at our operations, as determined in accordance with the safety standards established by the OSHA by 200,000 and dividing that result by the total number of hours worked by all employees at our operations. 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, 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: 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. The result was breakthrough performance at 200%. Individual Performance : 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 our Compensation Committee. Individual objectives are defined as either qualitative, quantitative or both. 113 Table of Contents Review of Executive Officer Performance 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; ● 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; and ● as of July 31, 2026, we had $752.8 million in liquid assets (1) . Note: (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. 114 Table of Contents 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. 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 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 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. Two areas were identified for potential change as a result of the findings of this review. The first finding was that as the uranium sector has evolved in the public markets, there are more benchmark indices and peers to evaluate performance against. Secondly, as we have grown, measuring TSR on a relative basis point methodology results in a volatile performance multiplier that does not necessarily reflect the stockholder experience. A TSR ranking methodology on the other hand provides more stability tied to the stockholder experience. As a result of this review, the Compensation Committee amended the Fiscals 2023 and 2024 PRSU grants based on this analysis as described in more detail below. 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 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) Measurement Period Performance Criteria Relative TSR (Basis Points) Company TSR vs. Global X Uranium ETF TSR TSR Ranking Company TSR vs. Global X Uranium ETF TSR Performance Multiplier if Absolute Company TSR is Positive over the Measurement Period Performance Multiplier if Absolute Company TSR is Negative over the Measurement Period Grant date to Three-Year Greater than -2,500 bps Below 33 rd percentile 0% 0% end of Relative -2,500 bps 33 rd percentile 50% 50% 36-month TSR against 0 bps 50 th percentile 100% 100% period Global X Uranium ETF 2,500 bps 75 th percentile and above 200% 100% 115 Table of Contents 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 Payout Amir Adnani, President and CEO 210,897 PRSUs 200% 421,795 shares Scott Melbye, Executive Vice President 35,897 PRSUs 200% 71,795 shares Josephine Man, Chief Financial Officer, Treasurer and Secretary - - - Brent Berg, Senior Vice President, U.S. Operations - - - 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 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. The PRSUs are evaluated using relative TSR over three annual periods and one 36-month period. The measurement periods are weighted as to 15% in each of years one, two and three and 55% over a 36-month period. The number of PRSUs that may accrue at the end of each annual period and at the end of the 36-month period is contingent on the level of performance achieved over each measurement period and ranges from 0% to 200% of the PRSU target number of weighted units. The following table summarizes the Fiscal 2026 PRSU vesting schedule. Measurement Period Weight Performance Criteria Company TSR Ranking vs. Performance Peer Group TSR Performance Multiplier over the Measurement Period Year 1 15% Annual Below 33 rd percentile 0% Relative TSR against 33 rd percentile 50% Performance Peer Group 50 th percentile 100% 75 th percentile and above 200% Year 2 15% Annual Below 33 rd percentile 0% Relative TSR against 33 rd percentile 50% Performance Peer Group 50 th percentile 100% 75 th percentile and above 200% Year 3 15% Annual Below 33 rd percentile 0% Relative TSR against 33 rd percentile 50% Performance Peer Group 50 th percentile 100% 75 th percentile and above 200% Year 1 to 55% Three Year Below 33 rd percentile 0% Year 3 Relative TSR against 33 rd percentile 50% Performance Peer Group 50 th percentile 100% 75 th percentile and above 200% 116 Table of Contents The following table sets forth the Performance Peer Group for Fiscal 2026 PRSUs. Performance Peer Group ATHA Energy Corp. CGN Mining Company Limited IsoEnergy Ltd. Paladin Energy Ltd Aura Energy Limited Deep Yellow Limited Laramide Resources Ltd. Peninsula Energy Limited Bannerman Energy Ltd Denison Mines Corp. Lotus Resources Limited Sprott Physical Uranium Trust Boss Energy Limited enCore Energy Corp. Mega Uranium Ltd. Uranium Royalty Corp. Cameco Corporation Energy Fuels Inc. National Atomic Company Kazatomprom JSC Ur-Energy Inc. CanAlaska Uranium Ltd. Global Atomic Corporation NexGen Energy Ltd. Yellow Cake PLC 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 Base Compensation Cash Non-Equity Incentive Plan (STIP) Stock Awards (LTIP) (*) At-Risk Pay Amir Adnani President and CEO 8% 18% 74% 92% Josephine Man Chief Financial Officer, Treasurer and Secretary 24% 17% 59% 76% Scott Melbye Executive Vice President 20% 20% 58% 79% Brent Berg Senior Vice President, U.S. Operations 29% 16% 54% 70% Note: (*) These amounts represent RSUs and PRSUs. Other Non-Cash Compensation We provide standard health benefits to our executive officers, including medical, dental and disability insurance. Our other non-cash compensation is intended to provide a similar level of benefits as those provided by comparable companies within our industry. 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. (“ Adnani Corp. ”), a private company over which Mr. Adnani exercises control. See “Summary Compensation Table” below for his direct and indirect compensation for Fiscal 2026, including through Adnani Corp. Our compensation policy for Mr. Adnani is based on comparisons of other companies’ remunerations made to their Presidents and CEOs and the value of Mr. Adnani’s expertise. Mr. Adnani does not receive additional compensation in connection with his service as a director. 117 Table of Contents Scott Melbye, Executive Vice President Scott Melbye 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. Melbye is based on comparisons of other companies’ remunerations made to their Executive Vice Presidents and the value of Mr. Melbye’s expertise. Josephine Man, Chief Financial Officer, Treasurer and Secretary 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. Man is based on comparisons of other companies’ remunerations made to their Chief Financial Officers and the value of Ms. Man’s expertise. Brent Berg, Senior Vice President, U.S. Operations 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. Berg is based on comparisons of other companies’ remunerations made to their Senior Vice Presidents and the value of Mr. Berg’s expertise. Retirement, Resignation or Termination Plans 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 and Berg, Adnani Corp. and Ms. 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 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; ● 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; ● the use of performance based long-term incentive compensation to encourage a focus on long-term corporate performance; ● disclosure of executive compensation to stakeholders; ● established a clawback policy applicable to all cash and equity incentive compensation; and ● adoption of say-on-pay. 118 Table of Contents Clawback Policy 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. 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. 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 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 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. We do not time the disclosure of MNPI to influence the value of executive compensation. All material information is disclosed promptly in accordance with SEC rules and regulations and our internal policies. Anti-Hedging and Anti-Pledging Policy We adopted an Anti-Hedging and Anti-Pledging Policy (the “ Anti-Hedging and Anti-Pledging Policy ”). 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. Our Anti-Hedging and Anti-Pledging Policy is available on our website at www.uraniumenergy.com . Stock Ownership Guidelines We adopted Stock Ownership Guidelines for our executive officers to further align the interests of our executive officers and stockholders (the “ Stock Ownership Guidelines ”). 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 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. 119 Table of Contents 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 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 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 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 David Kong 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. 120 Table of Contents 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: Name and Principal Position Year ​ Salary ($) (1) ​ Bonus ($) ​ ​ Stock Awards ($) (2) ​ Option Awards ​ ​ Non-Equity Incentive Plan Compensation ($) (3) ​ All Other Compensation ($) ​ ​ Total ($) ​ Amir Adnani 2026 ​ 750,000 ​ ​ - ​ ​ ​ 6,883,450 ​ $ - ​ ​ ​ 1,650,000 ​ ​ - ​ ​ ​ 9,283,450 (4) President and Chief 2025 ​ 660,000 ​ 246,193 (5) ​ 3,998,055 ​ - ​ ​ 1,452,000 ​ - ​ ​ 6,356,248 (4) Executive Officer 2024 ​ 575,000 ​ - ​ ​ 3,640,453 ​ - ​ ​ 1,150,000 ​ - ​ ​ 5,365,453 (4) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Josephine Man (6) 2026 ​ 300,960 ​ ​ - ​ ​ ​ 726,759 ​ ​ - ​ ​ ​210,000 ​ ​- ​ ​ ​ 1,237,719 ​ Chief Financial Officer, 2025 ​ 166,667 ​ ​- ​ ​ ​674,812 ​ 99,954 ​ (7) ​ 160,000 ​ - ​ ​ ​1,101,432 ​ Treasurer and Secretary ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Scott Melbye 2026 ​373,423 ​ ​ - ​ ​ ​ 1,063,230 ​ ​ - ​ ​ ​ 373,828 ​ ​ 18,671 (8) ​ ​ 1,829,152 ​ Executive Vice President 2025 ​ 351,749 ​ 67,605 (5) ​ 671,516 ​ - ​ ​ 300,000 ​ 17,588 (9) ​ 1,408,458 2024 ​ 301,153 ​ - ​ ​ 554,345 ​ - ​ ​ 284,200 ​ 15,058 (9) ​ 1,154,756 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Brent Berg 2026 ​356,798 ​ ​ - ​ ​ ​ 672,932 ​ ​ - ​ ​ ​ 205,000 ​ ​ 17,840 (8) ​ ​ 1,252,570 ​ Senior Vice President, U.S. 2025 ​ 320,000 ​ - ​ ​ 227,901 ​ - ​ ​ 170,000 ​ 16,192 (9) ​ 734,094 Operations 2024 ​ 115,282 ​ 60,000 ​ (10) ​ 110,319 ​ - ​ ​ - ​ 2,000 (9) ​ 287,601 Notes: (1) 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. (2) 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. 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 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. (3) 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. (4) This compensation reflects all amounts paid, both directly and indirectly, through Adnani Corp. (5) These amounts represent discretionary bonuses paid in the fiscal year noted. (6) Ms. Man was appointed as our Chief Financial Officer, Treasurer and Secretary effective October 1, 2024 (during Fiscal 2025). (7) 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: exercise price: $6.21; expected risk free interest rate: 3.48%; expected annual volatility: 79.75%; expected life in years: 5.0; expected annual dividend yield: $nil; and Black-Scholes value: $4.09. 121 Table of Contents (8) The items comprising “All Other Compensation” for Fiscal 2026 are: for Mr. 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. (9) 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 $2,000 for Messrs. Melbye and Berg, respectively, for Fiscal 2024. The amount previously reported understated the Company’s matching contributions under the Company’s 401(k) plan due to an administrative error in compiling the data. The revised amounts reflect the matching contributions actually credited to Messrs. Melbye and Berg’s account for the 2025 and 2024 plan years. The “Total” column for Fiscal 2025 and Fiscal 2024 has been revised accordingly. (10) This amount represents a one-time sign-on bonus paid to Mr. Berg. Grants of Plan Based Awards We granted awards to the Named Executive Officers in Fiscal 2026, as follows: ​ Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) ​ Estimated Future Payouts Under Equity Incentive Plan Awards ​ All Other Stock Awards: ​ All Other Option ​ ​ ​ ​ Name ​ Award Type ​ Grant Date ​ Threshold ($) ​ Target ($) ​ Maximum ($) ​ Threshold (#) ​ Target (#) ​ Maximum (#) ​ Number of Shares of Stock or Units (#) ​ Awards: Number of Securities Underlying Options ($) ​ Exercise Price of Option Awards ($) ​ ​ Grant Date Fair Value of Stock and Option Awards ($) ​ Amir Adnani STIP August 1, 2025 ​ ​ 412,500 ​ ​ 825,000 ​ ​ 1,650,000 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ President and RSU July 30, 2026 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 564,682 ​ ​ - ​ ​ - ​ ​ 5,500,003 (2) Chief Executive Officer PRSU July 30, 2026 ​ ​ - ​ ​ - ​ ​ - ​ ​ 205,339 ​ ​ 410,677 ​ ​ 821,354 ​ ​ - ​ ​ - ​ ​ - ​ ​ 1,383,448 (3) Josephine Man STIP August 1, 2025 ​ ​ 71,250 ​ ​ 142,500 ​ ​ 285,000 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ Chief Financial RSU July 30, 2026 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 55,441 ​ ​ - ​ ​ - ​ ​ 539,995 (2) Officer, Treasurer and Secretary PRSU July 30, 2026 ​ ​ - ​ ​ - ​ ​ - ​ ​ 27,721 ​ ​ 55,441 ​ ​ 110,882 ​ ​ - ​ ​ - ​ ​ - ​ ​ 186,764 (3) Scott Melbye STIP August 1, 2025 ​ ​ 127,750 ​ ​ 255,500 ​ ​ 511,000 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ Executive Vice RSU July 30, 2026 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 81,109 ​ ​ - ​ ​ - ​ ​ 790,002 (2) President PRSU July 30, 2026 ​ ​ - ​ ​ - ​ ​ - ​ ​ 40,554 ​ ​ 81,108 ​ ​ 162,216 ​ ​ - ​ ​ - ​ ​ - ​ ​ 273,229 (3) Brent Berg STIP August 1, 2025 ​ ​ 85,500 ​ ​ 171,000 ​ ​ 342,000 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ Senior Vice RSU July 30, 2026 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 51,335 ​ ​ - ​ ​ - ​ ​ 500,003 (2) President, U.S. Operations PRSU July 30, 2026 ​ ​ - ​ ​ - ​ ​ - ​ ​ 25,667 ​ ​ 51,334 ​ ​ 102,668 ​ ​ - ​ ​ - ​ ​ - ​ ​ 172,929 (3) Notes: (1) These figures represent possible payouts pursuant to our STIP for Fiscal 2026. (2) 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. (3) The grant date fair value of each PRSU granted on July 30, 2026 is $3.37 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of PRSUs is determined using a Monte Carlo simulation model that uses the following assumptions: (i) expected volatility based on the historical price volatility of UEC and the designated peer group; (ii) expected risk-free interest rate based on the U.S. Treasury rates as of the grant date; and (iii) expected term. 122 Table of Contents Outstanding Equity Awards The following table sets forth information as of July 31, 2026 relating to outstanding equity awards that have been granted to our Named Executive Officers: ​ ​ ​ ​ Option Awards ​ Stock Awards ​ Name Award Type Grant Date ​ Number of Securities Underlying Unexercised Options Exercisable (#) ​ Number of Securities Underlying Unexercised Options Unexercisable (#) ​ Option Exercise Price ($) ​ Option Expiration Date ​ Number of Shares or Units of Stock That Have Not Vested (#) (1) ​ Market Value of Shares or Units of Stock That Have Not Vested ($) (2) ​ Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#) (3) ​ Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units of Stock That Have Not Vested ($) (4) ​ Amir Adnani PSO​ (5) July 31, 2023 ​ ​ 114,915 ​ ​ - ​ ​ 3.98 ​ July 31, 2033 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ President and RSU July 26, 2024 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 132,241 ​ ​ 1,269,514 ​ ​ - ​ ​ - ​ ​ CEO RSU July 31, 2025 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 220,455 ​ ​ 2,116,368 ​ ​ - ​ ​ - ​ ​ RSU July 30, 2026 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 564,682 ​ ​ 5,420,947 ​ ​ - ​ ​ - ​ ​ PRSU July 26, 2024 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 270,492 ​ ​ 1,462,454 ​ ​ PRSU July 31, 2025 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 350,000 ​ ​ 1,127,735 ​ ​ PRSU July 30, 2026 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 410,677 ​ ​ 1,383,448 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Josephine Man Option (6) July 16, 2020 ​ ​ 40,000 ​ ​ - ​ ​ 0.91 ​ July 16, 2030 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ Chief Option (6) July 21, 2021 ​ ​ 11,440 ​ ​ - ​ ​ 2.15 ​ July 21, 2031 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ Financial Option (6) July 29, 2022 ​ ​ 15,000 ​ ​ - ​ ​ 3.98 ​ July 29, 2032 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ Officer, Option (6) July 31, 2023 ​ ​ 15,000 ​ ​ - ​ ​ 3.32 ​ July 31, 2033 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ Treasurer Option (6) October 1, 2024 ​ ​ 18,312 ​ ​ 6,103 ​ ​ 6.21 ​ October 1, 2034 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ and Secretary RSU October 1, 2024 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 10,735 ​ ​ 103,056 ​ ​ - ​ ​ - ​ ​ RSU July 31, 2025 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 32,197 ​ ​ 309,091 ​ ​ - ​ ​ - ​ ​ RSU July 30, 2026 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 55,441 ​ ​ 532,234 ​ ​ - ​ ​ - ​ ​ PRSU July 31, 2025 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 48,295 ​ ​ 155,611 ​ ​ PRSU July 30, 2026 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 55,441 ​ ​ 186,764 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Scott Melbye Option (6) July 16, 2020 ​ ​ 125,000 ​ ​ - ​ ​ 0.91 ​ July 16, 2030 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ Executive PSO (7) July 16, 2020 ​ ​ 225,000 ​ ​ - ​ ​ 1.10 ​ July 16, 2030 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ Vice President PSO (5) July 31, 2023 ​ ​ 19,560 ​ ​ - ​ ​ 3.98 ​ July 31, 2033 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ RSU July 26, 2024 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 20,137 ​ ​ 193,315 ​ ​ - ​ ​ - ​ ​ RSU July 31, 2025 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 37,614 ​ ​ 361,094 ​ ​ - ​ ​ - ​ ​ RSU July 30, 2026 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 81,109 ​ ​ 778,646 ​ ​ - ​ ​ - ​ ​ PRSU July 26, 2024 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 41,189 ​ ​ 222,694 ​ ​ PRSU July 31, 2025 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 56,420 ​ ​ 181,791 ​ ​ PRSU July 30, 2026 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 81,108 ​ ​ 273,229 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Brent Berg Option (6) March 21, 2024 ​ ​ 35,837 ​ ​ - ​ ​ 6.72 ​ March 21, 2034 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ Senior Vice RSU July 26, 2024 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 4,008 ​ ​ 38,477 ​ ​ - ​ ​ - ​ ​ President, U.S. RSU July 31, 2025 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 12,766 ​ ​ 122,554 ​ ​ - ​ ​ - ​ ​ Operations RSU July 30, 2026 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 51,335 ​ ​ 492,816 ​ ​ - ​ ​ - ​ ​ PRSU July 26, 2024 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 8,197 ​ ​ 44,318 ​ ​ PRSU July 31, 2025 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 19,148 ​ ​ 61,697 ​ ​ PRSU July 30, 2026 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 51,334 ​ ​ 172,929 ​ 123 Table of Contents Notes: (1) 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. RSUs granted on July 30, 2026 vest in substantially equal installments on each of July 31, 2027, 2028 and 2029. (2) The value shown is based on the closing price of our common stock of $9.60 per share on July 31, 2026. (3) Represents unearned shares under target PRSUs granted on July 26, 2024, July 31, 2025 and July 30, 2026. 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. (4) 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 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 grant date fair value of each PRSU granted on July 30, 2026 is $3.37 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of PRSUs is determined using a Monte Carlo simulation model that uses the following assumptions: (i) expected volatility based on the historical price volatility of UEC and the designated peer group; (ii) expected risk-free interest rate based on the U.S. Treasury rates as of the grant date; and (iii) expected term. (5) PSOs granted on July 31, 2023 vest in substantially equal installments on each of July 31, 2024, 2025 and 2026. (6) Stock options granted on July 16, 2020, July 21, 2021, July 29, 2022, July 31, 2023, March 21, 2024 and October 1, 2024 vest as to one-eighth on each day which is three and six months, respectively, from the date of grant and one-quarter on each day which is 12, 18 and 24 months, respectively, from the date of grant. (7) PSOs granted on July 16, 2020 vest in substantially equal installments on each of July 16, 2021, 2022 and 2023. Option Exercises and Stock Vested The following table sets forth the value realized on stock options exercised and stock awards vested for the Named Executive Officers for Fiscal 2026: ​ ​ Option Awards ​ ​ Stock Awards ​ Name ​ Number of Shares Acquired on Exercise (#) ​ ​ Value Realized on Exercise (1) ($) ​ ​ Number of Shares Acquired on Vesting (#) ​ ​ Value Realized on Vesting (2) ($) ​ Amir Adnani, President and CEO ​ ​ - ​ ​ ​ - ​ ​ ​ 796,826 ​ ​ ​ 7,761,085 ​ Josephine Man, Chief Financial Officer, Treasurer and Secretary ​ ​ - ​ ​ ​ - ​ ​ ​ 21,466 ​ ​ ​ 209,079 ​ Scott Melbye, Executive Vice President ​ ​ 125,000 ​ ​ ​ 1,263,488 ​ ​ ​ 133,302 ​ ​ ​ 1,298,361 ​ Brent Berg, Senior Vice President, U.S. Operations ​ ​ - ​ ​ ​ - ​ ​ ​ 10,389 ​ ​ ​ 101,189 ​ Notes: (1) This amount represents the difference between the closing price of our common stock on the date of exercise and the exercise price of the stock option. (2) These amounts represent the number of RSUs and PRSUs vested multiplied by the closing price of our common stock on each of the vesting dates. No Pension Benefits We do not maintain any plan that provides for payments or other benefits to our executive officers at, following or in connection with their retirement and including, without limitation, any tax-qualified defined benefit plans or supplemental executive retirement plans. No Nonqualified Deferred Compensation We do not maintain any defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified. 124 Table of Contents Director Compensation Our non-executive directors receive an annual retainer consisting of cash and equity compensation for their annual service. The value and form of equity awards granted to each director are based on the experience of the director, time spent on Company matters and the compensation paid to directors of other companies in the industry. In Fiscal 2026, RSUs and stock options were awarded to our non-executive directors. The RSUs vest over 36 months. The stock options vest over 24 months. The following table sets forth information relating to compensation paid to our non-executive directors for Fiscal 2026: Name ​ Fees Earned Or Paid In Cash ($) ​ ​ Stock Awards (1) ($) ​ ​ Option Awards (2) ($) ​ ​ Total ($) ​ Spencer Abraham ​ ​ 170,000 ​ ​ ​ 148,623 ​ ​ ​ 146,755 ​ ​ ​ 465,377 ​ David Kong ​ ​ 75,000 ​ ​ ​ 67,498 ​ ​ ​ 66,652 ​ ​ ​ 209,150 ​ Vincent Della Volpe ​ ​ 67,500 ​ ​ ​ 67,498 ​ ​ ​ 66,652 ​ ​ ​ 201,650 ​ Gloria Ballesta ​ ​ 67,500 ​ ​ ​ 67,498 ​ ​ ​ 66,652 ​ ​ ​ 201,650 ​ Trecia Canty ​ ​ 50,000 ​ ​ ​ 67,498 ​ ​ ​ 66,652 ​ ​ ​ 184,150 ​ Notes: (1) These amounts represent the grant date fair value of RSUs. 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. (2) 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 July 30, 2026: exercise price: $9.74; expected risk free interest rate: 4.33%; expected annual volatility: 72.52%; expected life in years: 5.0; expected annual dividend yield: $nil; and Black-Scholes value: $6.11. As of July 31, 2026, our non-executive directors held stock options to acquire an aggregate of 1,001,238 shares of our common stock as follows: Spencer Abraham: 215,108 stock options; David Kong: 125,247 stock options; Vincent Della Volpe: 247,206 stock options; Gloria Ballesta: 254,206 stock options; and Trecia Canty: 159,471 stock options. Amir Adnani serves as our President, CEO and a director of the Company. Within his capacity as President and CEO, and through an executive services agreement with a private company, Adnani Corp., controlled by Mr. Adnani, he provides various consulting services. Mr. Adnani does not receive additional compensation in connection with his service as a director. Mr. Adnani’s direct and indirect compensation as an executive officer is disclosed above in the “Summary Compensation Table” above. In Fiscal 2026, Spencer Abraham, David Kong, Vincent Della Volpe, Gloria Ballesta and Trecia Canty served as independent directors. Mr. Abraham serves as our Chairman (non-executive). Mr. Kong serves as Chairperson of our Audit Committee. Mr. Della Volpe serves as Chairperson of our Compensation Committee. Ms. Ballesta serves as Chairperson of our Nominating and Corporate Governance Committee. Ms. Canty serves as Chairperson of our Sustainability Committee. 125 Table of Contents The following table sets forth the annual retainer fees paid to our non-executive directors in Fiscal 2026. ​ ​ Retainer ​ Board Position ​ Fiscal 2026 ($) ​ Chairperson (non-executive) ​ ​ 170,000 ​ Non-Executive Director ​ ​ 40,000 ​ Audit Committee Chairperson ​ ​ 20,000 ​ Audit Committee Member ​ ​ 7,500 ​ Compensation Committee Chairperson ​ ​ 15,000 ​ Compensation Committee Member ​ ​ 5,000 ​ Nominating and Corporate Governance Committee Chairperson ​ ​ 10,000 ​ Nominating and Corporate Governance Committee Member ​ ​ 5,000 ​ Sustainability Committee Chairperson ​ ​ 10,000 ​ Sustainability Committee Member ​ ​ 5,000 ​ 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. Pay Ratio 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 CEO (the “ CEO Pay Ratio ”). For Fiscal 2026, our last completed fiscal year: ● the median of the annual total compensation of all our employees (other than our CEO) was $69,375; and ● the annual total compensation of our CEO, including incentive based compensation, as reported in the “Summary Compensation Table” above, was $9,283,450. Based on this information, for Fiscal 2026 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was approximately 134 to 1. We believe our CEO Pay Ratio for Fiscal 2026 demonstrates our pay-for-performance philosophy. 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. 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. 126 Table of Contents To identify the median of the annual total compensation of all our employees, we took the following steps: ● we selected July 31, 2026 as the date upon which we would identify the median employee to allow sufficient time to identify the median employee given the global scope of our operations; ● 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 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; ● we annualized compensation for any permanent employees that were only employed for part of Fiscal 2026; ● no adjustments were made for cost-of-living differences; ● an average exchange rate for the U.S. dollar for Fiscal 2026 was applied to compensation reported in a foreign currency; and ● all employees except for our CEO were ranked from lowest to highest with the median determined from this list. Once we identified our median employee, we combined all of the elements of such employee’s compensation for Fiscal 2026 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $68,387. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our “Summary Compensation Table” included above. The CEO Pay Ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the CEO Pay Ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. 127 Table of Contents Executive Services Agreements Adnani Services 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 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. 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 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. as follows: (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 to Adnani Corp. within 14 calendar days of the effective termination date; (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 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. Adnani’s then benefits coverage would be extended to Mr. 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 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, we shall be obligated to provide a termination package to Adnani Corp. as follows: (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 to Adnani Corp. within 14 calendar days of the effective termination date; (ii) all Adnani Outstanding Expense Reimbursements; (iii) subject to applicable provisions of the Adnani Agreement, the Adnani Options Extension; (iv) the Adnani Benefits Extension; and (v) the Adnani LTIP Vesting. If 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 we shall be obligated to provide a termination package to Adnani Corp. or Mr. 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 to Adnani Corp. or Mr. Adnani’s estate, as the case may be, within 14 calendar days of the effective termination date; (ii) all Adnani Outstanding Expense Reimbursements; and (iii) subject to applicable provisions of the Adnani Agreement, the Adnani Options Extension. 128 Table of Contents Melbye Executive Employment 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: (i) Mr. 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. 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 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 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 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 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 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. Melbye’s then benefits coverage would be extended to Mr. Melbye for a period ending 90 calendar days from the effective termination date (the “ Melbye Benefits Extension ”). 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, we shall be obligated to provide a severance package to Mr. Melbye as follows: (i) all Melbye Outstanding Fees and Bonuses, together with a cash payment equating to any additional fees which Mr. Melbye would have been entitled to receive until the end of the applicable initial term or renewal period; (ii) all Melbye Outstanding Expense Reimbursements; (iii) all Melbye Outstanding Vacation Pay; (iv) the Melbye Options Extension; and (v) the Melbye Benefits Extension. 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) 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 to Mr. Melbye to the effective termination date, payable within 14 calendar days of the effective termination date; (ii) all Melbye Outstanding Expense Reimbursements; and (iii) all Melbye Outstanding Vacation Pay. 129 Table of Contents The Melbye Agreement will be deemed terminated on the 30 th calendar day following the death or disability of Mr. Melbye, in which case we shall be obligated to provide a severance package to Mr. Melbye or Mr. Melbye’s estate as follows, provided that Mr. Melbye is or was in compliance with the relevant terms and conditions of the Melbye Agreement: (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 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 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: (i) Ms. 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; and (ii) Ms. 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 ”), 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 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 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 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 ”); (ii) a cash payment equal to any Man Monthly Fee that would be due and owing to the end of, respectively, the then term or renewal period of the Man Agreement (the “ Man Termination Amount ”); (iii) confirmation that all of Ms. 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 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 ”). 130 Table of Contents 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, 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 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. If Ms. 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 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 we shall be obligated to provide a termination package to Ms. Man, or Ms. Man’s estate as the case may be, as follows, provided that Ms. Man is or was in compliance with the relevant terms and conditions of the Man Agreement: (i) a cash payment equal to all Man Outstanding Amounts to the effective termination date; (ii) if disabled only, confirmation of the Man Benefits Extension; and (iii) subject to the applicable provisions of the Man Agreement and our 2024 Stock Incentive Plan, Ms. Man, or 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. 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 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: (i) Mr. 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. Operations; and (ii) Mr. 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 ”), 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 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 August 1, 2026, the Monthly Salary was increased to $30,000. 131 Table of Contents 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: (i) a cash payment equating to any outstanding Monthly Salary, Vacation pay and annual performance Bonus, STIP Bonus and LTIP Bonus entitlements (if any and calculated pro rata up to the effective termination date) earned by Mr. Berg to the effective termination date (collectively, the “ Outstanding Amounts ”); (ii) a cash payment equal to any Monthly Salary that would be due and owing to the end of, respectively, the then term or renewal period of the Berg Agreement (the “ Termination Amount ”); (iii) confirmation that all of Mr. 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 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 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 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. If Mr. 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 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; with the cash payment being due and owing within 30 days of the effective termination date. The Berg Agreement will be deemed terminated on the 30 th calendar day following the death or disability of Mr. Berg, in which case we shall be obligated to provide a termination package to Mr. Berg, or Mr. Berg's estate as the case may be, as follows, provided that Mr. Berg is or was in compliance with the relevant terms and conditions of the Berg Agreement: (i) a cash payment equal to all Outstanding Amounts to the effective termination date; (ii) if disabled only, confirmation of the Benefits Extension; 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, or 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; 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. 132 Table of Contents Item 12. 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 ​ Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1) (a) ​ ​ Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (2) (b) ​ ​ Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding column (a)) ​ Equity Compensation Plans Approved by Security Holders (the 2024 Stock Incentive Plan) (3) ​ 7,764,032 ​ ​ $3.03 ​ ​ 12,209,715 ​ Equity Compensation Plans Not Approved by Security Holders ​ — ​ ​ — ​ ​ — ​ Total ​ 7,764,032 ​ ​ $3.03 ​ ​ 12,209,715 ​ Notes: (1) 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. (2) 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). (3) 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. 133 Table of Contents 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: ● each person who is known by us to beneficially own more than 5% of our shares of common stock; ● each Named Executive Officer; ● each director; and ● all of our directors and executive officers as a group. The number of shares beneficially owned and the related percentages are based on 495,584,665 shares of common stock outstanding as of September 15, 2026. For the purposes of the information provided below, shares that may be issued upon the exercise or conversion of stock options, warrants and other rights to acquire shares of our common stock that are exercisable or convertible within 60 days following September 15, 2026, are deemed to be outstanding and beneficially owned by the holder for the purpose of computing the number of shares and percentage ownership of that holder, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. Name and Address of Beneficial Owner (1) Amount and Nature of Beneficial Ownership (1) Percentage of Beneficial Ownership Directors and Named Executive Officers: Amir Adnani 5,682,306 (2) 1.1% Spencer Abraham 914,254 (3) * David Kong 297,804 (4) * Vincent Della Volpe 450,502 (5) * Trecia Canty 169,134 (6) * Gloria Ballesta 353,162 (7) * Scott Melbye 1,613,742 (8) * Brent Berg 47,696 (9) * Josephine Man 160,031 (10) * All directors and executive officers as a group (9 persons) 9,688,631 (11) 1.9% 5% Stockholders : BlackRock, Inc. 50 Hudson Yards New York, New York, U.S.A., 10001 29,529,945 (12) 6.0% Global X Management Company LLC 605 3 rd Avenue, 43 rd Floor New York, New York, U.S.A., 10158 29,330,327 (13) 5.9% State Street Corporation One Congress Street, Suite 1 Boston, Massachusetts, U.S.A., 02114 31,505,295 (14) 6.4% T. Rowe Price Associates, Inc. 1307 Point Street Baltimore, MD, U.S.A., 21231 76,128,060 (15) 15.4% Van Eck Associates Corporation 666 Third Avenue, 9 th Floor New York, NY, U.S.A., 10017 29,034,465 (16) 5.9% Vanguard Capital Management LLC 100 Vanguard Blvd. Malvern, Pennsylvania, U.S.A., 19355 25,274,033 (17) 5.1% 134 Table of Contents Notes: * Less than one percent. (1) Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of such security; and (ii) investment power, which includes the power to dispose or direct the disposition of the security. Certain shares of common stock may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares of common stock are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares of common stock outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of common stock of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date hereof. As of September 15, 2026, there were 495,584,665 shares of our common stock issued and outstanding. (2) 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 114,915 shares of our common stock, which have vested or will vest within 60 days of the date hereof. (3) This figure represents (i) 732,659 shares of our common stock held directly by Mr. Abraham; 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. (4) This figure represents (i) 187,229 shares of our common stock held directly by Mr. Kong; 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. (5) This figure represents (i) 217,968 shares of our common stock held directly by Mr. Della Volpe; 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. (6) This figure represents (i) 24,335 shares of our common stock held directly by Ms. Canty; 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. (7) This figure represents (i) 113,628 shares of our common stock held directly by Ms. Ballesta; 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. (8) This figure represents (i) 1,244,182 shares of our common stock held directly by Mr. Melbye; 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. (9) This figure represents (i) 11,859 shares of our common stock held directly by Mr. Berg; 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. (10) This figure represents (i) 48,808 shares of our common stock held directly by Ms. Man; (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. (11) 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. (12) Based on a Schedule 13G/A filed with the SEC by BlackRock, Inc. on January 26, 2024. (13) Based on a Schedule 13G/A filed with the SEC by Global X Management Company LLC on February 17, 2026. (14) Based on a Schedule 13G filed with the SEC by State Street Corporation on August 7, 2026. (15) Based on a Schedule 13G/A filed with the SEC by T. Rowe Price Associates, Inc. on May 15, 2026. (16) Based on a Schedule 13G filed with the SEC by Van Eck Associates Corporation on August 14, 2026. (17) Based on a Schedule 13G filed with the SEC by Vanguard Capital Management LLC on April 28, 2026. Changes in Control We have no knowledge of any arrangements, including any pledge by any person of our securities, the operation of which may, at a subsequent date, result in a change in our control. Item 13. Certain Relationships and Related Transactions, and Director Independence 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. 135 Table of Contents Director Independence 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. Item 14. Principal Accounting Fees and Services 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: ​ ​ Year Ended July 31, 2026 ​ ​ Year Ended July 31, 2025 ​ Audit Fees ​ $ 433,000 ​ ​ $ 445,000 ​ Audit-Related Fees ​ ​ - ​ ​ ​ - ​ Tax Fees ​ ​ 330,000​ ​ ​ ​ 226,000 ​ All Other Fees ​ ​ ​- ​ ​ ​ ​- ​ Total ​ $ 763,000 ​ ​ $ 671,000 ​ Audit 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. Audit-Related Fees. 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. 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 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. 136 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a) 1. 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. 2. 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. 3. Exhibits . 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 Exhibit Number Description of Exhibit 2.1 Stock Purchase Agreement by and between Rio Tinto America Inc. and UEC Sweetwater Corp., dated September 20, 2024 (1) 3.1 Articles of Incorporation, as amended (2) 3.1.1 Certificate of Amendment to Articles of Incorporation (3) 3.2 Bylaws, as amended (4) 4.1 Description of Registrant’s Securities (5) 10.1+ Further Restated and Amended Executive Services Agreement between Uranium Energy Corp. and Amir Adnani Corp., dated July 24, 2013 (6) 10.2+ Executive Services Agreement between Uranium Energy Corp. and Scott Melbye, executed December 15, 2014 (7) 10.3+ Amendment Letter Agreement to the Further Restated and Amended Executive Services Agreement between Uranium Energy Corp. and Amir Adnani Corp., dated August 13, 2015 (8) 10.4+ Executive Employment Services Agreement between Uranium Energy Corp., UEC Wyoming Corp. and Brent Berg, dated effective March 21, 2024 (9) 10.5+ 2024 Stock Incentive Plan (10) 10.5.1+* Form of 2024 Stock Incentive Plan Stock Option Agreement 10.5.2+* Form of 2024 Stock Incentive Plan Restricted Stock Unit Award Agreement 10.5.3+* Form of 2024 Stock Incentive Plan Performance Based Restricted Stock Unit Award Agreement 10.6+ Supplement Letter to Further Restated and Amended Executive Services Agreement between Uranium Energy Corp. and Amir Adnani Corp., dated September 24, 2024 (11) 10.7+‡ Executive Employment Services Agreement between Uranium Energy Corp. and Josephine Man, dated October 1, 2024 (12) 10.8 At the Market Offering Agreement between Uranium Energy Corp. and Goldman Sachs & Co. and the co-managers set forth therein, dated as of November 14, 2025 (13) 10.9+‡* Supplement Letter to Executive Services Agreement between Uranium Energy Corp. and Scott Melbye, dated April 10, 2026. 10.10+‡* Supplement Letter to Executive Employment Services Agreement between Uranium Energy Corp. and Josephine Man, dated April 10, 2026. 10.11+* Supplement Letter to Executive Employment Services Agreement between Uranium Energy Corp. and Brent Berg, dated April 10, 2026. 14.1 Code of Business Conduct for Directors, Officers and Employees (14) 19.1 Insider Trading, Reporting and Blackout Policy (15) 21.1* Subsidiaries of Uranium Energy Corp. 23.1* Consent of Independent Auditors, PricewaterhouseCoopers LLP 23.2* Consent of Western Water Consultants, Inc. 23.3* Consent of Tetra Tech Canada Inc. 23.4* Consent of Understood Mineral Resources Ltd. 23.5* Consent of Terracon Geotechnique Ltd. 23.6* Consent of Snowden Optiro 23.7* Consent of Clifton Engineering Group Ltd. 137 Table of Contents 31.1* Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) 31.2* Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) 32.1** Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 95.1* Mine Safety Disclosure 96.1 Amended S-K 1300 Mineral Resource Report Wyoming ISR Hub and Spoke Project, WY USA, dated March 9, 2023 (16) 96.2 S-K 1300 Technical Report entitled “S-K 1300 Initial Assessment Texas Hub and Spoke ISR Project, USA”, dated June 10, 2024 (17) 96.3 S-K 1300 Technical Report Summary entitled “S-K 1300 Initial Assessment Report – Roughrider Uranium Project, Saskatchewan, Canada”, dated November 5, 2024 (18) 97.1 Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation (19) 101.1NS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definitions Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) Notes: * Filed herewith. ** Furnished herewith. + Indicates a management contract or compensatory plan. ‡ 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 [****]. (1) Incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed with the SEC on September 23, 2024. (2) Incorporated by reference to Exhibit 3.1 of our Registration Statement on Form SB-2 filed with the SEC on August 4, 2005. (3) Incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed with the SEC on February 9, 2006. (4) Incorporated by reference to Exhibit 3.2 of our Annual Report on Form 10-K filed with the SEC on October 14, 2014 (5) Incorporated by reference to Exhibit 4.3 to our Annual Report on Form 10-K filed with the SEC on September 29, 2022. (6) Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K/A filed with the SEC on December 6, 2013. (7) Incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q filed with the SEC on March 12, 2015. (8) Incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q filed with the SEC on December 8, 2015. (9) Incorporated by reference to Exhibit 10.95 to our Annual Report on Form 10-K filed with the SEC on September 27, 2024. (10) Incorporated by reference to Exhibit 10.96 to our Annual Report on Form 10-K filed with the SEC on September 27, 2024. (11) Incorporated by reference to Exhibit 10.97 to our Annual Report on Form 10-K filed with the SEC on September 27, 2024. (12) Incorporated by reference to Exhibit 10.7 to our Annual Report on Form 10-K filed with the SEC on September 24, 2025. (13) Incorporated by reference to Exhibit 1.2 to our Registration Statement on Form S-3ASR filed with the SEC on November 14, 2025. (14) Incorporated by reference to Exhibit 14.1 to our Annual Report on Form 10-K filed with the SEC on September 24, 2025. (15) Incorporated by reference to Exhibit 19.1 to our Annual Report on Form 10-K filed with the SEC on September 24, 2025 (16) 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. (17) Incorporated by reference to Exhibit 96.1 to our Current Report on Form 8-K filed with the SEC on June 12, 2024. (18) Incorporated by reference to Exhibit 96.1 to our Current Report on Form 8-K filed with the SEC on November 7, 2024. (19) Incorporated by reference to Exhibit 97.1 to our Annual Report on Form 10-K filed with the SEC on September 24, 2025. Item 16. Form 10-K Summary None. 138 Table of Contents URANIUM ENERGY CORP. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS July 31, 2026 Reports of Independent Registered Public Accounting Firms (Firm ID 271 ) F-2 Consolidated Balance Sheets F-5 Consolidated Statements of Operations and Comprehensive Loss F-6 Consolidated Statements of Cash Flows F-6 Consolidated Statements of Stockholders ’ Equity F-8 Notes to the Consolidated Financial Statements F-10 F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Uranium Energy Corp. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Uranium Energy Corp. and its subsidiaries (the Company) as of July 31, 2026 and 2025, and the related consolidated statements of operations and comprehensive loss, of stockholders’ equity and of cash flows for each of the three years in the period ended July 31, 2026, including the related notes (collectively referred to as the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of July 31, 2026, based on criteria established in Internal Control ‒ Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of July 31, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended July 31, 2026 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 31, 2026, based on criteria established in Internal Control ‒ Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. 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 T.: +1 604 806 7000, F.: +1 604 806 7806 Fax to mail: ca_vancouver_main_fax@pwc.com “PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership. F-2 Table of Contents 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. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Assessment of impairment indicators of long-lived assets As described in Note 2 to the consolidated financial statements, the carrying value of long-lived assets (consisting of mineral rights and properties and property, plant and equipment) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset or asset group may not be recoverable (impairment indicators). The carrying amounts of the Company’s mineral rights and properties and property, plant and equipment were $708.0 million and $72.3 million, respectively, as of July 31, 2026. 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, (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. F-3 Table of Contents 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: (i) significant decreases in the market price of the assets, (ii) significant adverse changes in the business climate including significant decreases in uranium prices, or significant adverse changes in legal factors including material adverse changes related to the Company’s legal rights to its mineral rights and properties, (iii) significant increases in reclamation costs and 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. This in turn led to a high degree of auditor judgment and subjectivity performing procedures to evaluate audit evidence relating to the significant judgment made by management in their assessment of any events or changes in circumstances that could give rise to the requirement to conduct an impairment test. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s assessment of impairment indicators of long-lived assets. These procedures also included, among others, (i) assessing whether there were significant decreases in the market price of the assets by comparing the Company’s market capitalization to the carrying value of its net assets, (ii) evaluating whether there were significant adverse changes in the business climate including significant decreases in uranium prices by considering external market and industry data, and whether there were material adverse changes relating to the Company’s legal rights to its mineral rights and properties by obtaining evidence to support the mineral rights including inquiring with the Company’s legal counsel, and obtaining on a sample basis evidence to support the rights to the mineral properties, (iii) evaluating whether there were significant increases in reclamation costs and 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, or other factors that may indicate that the carrying amounts of the long-lived asset may not be recoverable, through consideration of evidence obtained in other areas of the audit. /s/ PricewaterhouseCoopers LLP Chartered Professional Accountants Vancouver, Canada September 28, 2026 We have served as the Company’s auditor since 2020. F-4 Table of Contents URANIUM ENERGY CORP. CONSOLIDATED BALANCE SHEETS (Expressed in thousands of U.S. dollars) Notes July 31, 2026 July 31, 2025 ​ ​ CURRENT ASSETS ​ ​ Cash and cash equivalents 7 $ 495,460 $ 148,930 Inventories 4 79,428 79,279 Prepaid expenses, deposits and other receivables 6,410 5,807 TOTAL CURRENT ASSETS 581,298 234,016 ​ ​ MINERAL RIGHTS AND PROPERTIES 5 708,011 709,651 PROPERTY, PLANT AND EQUIPMENT 6 72,280 67,513 RESTRICTED CASH 7 1,894 9,207 EQUITY-ACCOUNTED INVESTMENT 8 94,392 55,825 INVESTMENT IN EQUITY SECURITIES 9 50,220 28,470 OTHER NON-CURRENT ASSETS 3,098 2,971 TOTAL ASSETS $ 1,511,193 $ 1,107,653 ​ ​ CURRENT LIABILITIES ​ ​ Accounts payable and accrued liabilities 10 $ 31,216 $ 20,560 Asset retirement obligations - current 11 1,678 5,160 Other current liabilities 791 713 TOTAL CURRENT LIABILITIES 33,685 26,433 ​ ​ ASSET RETIREMENT OBLIGATIONS 11 41,461 33,904 OTHER NON-CURRENT LIABILITIES 1,812 1,293 DEFERRED TAX LIABILITIES 18 59,150 62,123 TOTAL LIABILITIES 136,108 123,753 ​ ​ STOCKHOLDERS' EQUITY ​ ​ Capital stock ​ ​ Common stock $ 0.001 par value: 750,000,000 shares authorized, 495,572,369 shares issued and outstanding (July 31, 2025 - 454,015,855 ) 12 495 454 Additional paid-in capital 1,934,537 1,404,420 Accumulated deficit ( 543,868 ) ( 406,557 ) Accumulated other comprehensive loss ( 16,079 ) ( 14,417 ) TOTAL EQUITY 1,375,085 983,900 TOTAL LIABILITIES AND EQUITY $ 1,511,193 $ 1,107,653 ​ ​ SUBSEQUENT EVENT 12 ​ ​ The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents URANIUM ENERGY CORP. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Expressed in thousands of U.S. dollars, except per share data) ​ ​ ​ ​ ​ ​ Year Ended July 31, ​ ​ ​ Notes ​ ​ 2026 ​ ​ 2025 ​ ​ 2024 ​ SALES AND SERVICE REVENUE ​ ​ 14 ​ ​ $ 37,250 ​ ​ $ 66,837 ​ ​ $ 224 ​ COST OF SALES AND SERVICES ​ ​ 14 ​ ​ ​ ( 20,355 ) ​ ​ ( 42,360 ) ​ ​ ( 187 ) GROSS PROFIT ​ ​ ​ ​ ​ ​ 16,895 ​ ​ ​ 24,477 ​ ​ ​ 37 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OPERATING COSTS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mineral property expenditures ​ ​ 5 ​ ​ ​ 102,365 ​ ​ ​ 66,064 ​ ​ ​ 32,383 ​ General and administrative ​ ​ 16 ​ ​ ​ 34,472 ​ ​ ​ 27,260 ​ ​ ​ 21,873 ​ Uranium refining and conversion project expenditures ​ ​ ​ ​ ​ ​ 6,284 ​ ​ ​ - ​ ​ ​ - ​ Depreciation, amortization and accretion ​ ​ 5, 6, 11 ​ ​ ​ 6,921 ​ ​ ​ 4,474 ​ ​ ​ 2,183 ​ TOTAL OPERATING COSTS ​ ​ ​ ​ ​ ​ 150,042 ​ ​ ​ 97,798 ​ ​ ​ 56,439 ​ LOSS FROM OPERATIONS ​ ​ ​ ​ ​ ​ ( 133,147 ) ​ ​ ( 73,321 ) ​ ​ ( 56,402 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OTHER INCOME (EXPENSES) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expenses and finance costs ​ ​ ​ ​ ​ ​ ( 2,072 ) ​ ​ ( 1,446 ) ​ ​ ( 827 ) Income (loss) from equity-accounted investment ​ ​ 8 ​ ​ ​ 7,086 ​ ​ ​ ( 3,352 ) ​ ​ 1,017 ​ Loss on revaluation of subscription receipts ​ ​ 8 ​ ​ ​ ( 9,890 ) ​ ​ - ​ ​ ​ - ​ Fair value gain (loss) on equity securities ​ ​ 15 ​ ​ ​ ( 17,510 ) ​ ​ ( 18,051 ) ​ ​ 27,505 ​ Gain (loss) on revaluation of derivative liabilities ​ ​ ​ ​ ​ ​ - ​ ​ ​ 1,706 ​ ​ ​ ( 8,226 ) Interest income ​ ​ ​ ​ ​ ​ 15,578 ​ ​ ​ 4,022 ​ ​ ​ 2,629 ​ Miscellaneous income ​ ​ ​ ​ ​ ​ 72 ​ ​ ​ 7 ​ ​ ​ 49 ​ OTHER INCOME (EXPENSES) ​ ​ ​ ​ ​ ​ ( 6,736 ) ​ ​ ( 17,114 ) ​ ​ 22,147 ​ LOSS BEFORE INCOME TAXES ​ ​ ​ ​ ​ ​ ( 139,883 ) ​ ​ ( 90,435 ) ​ ​ ( 34,255 ) INCOME TAX EXPENSE ​ ​ ​ ​ ​ ​ - ​ ​ ​ - ​ ​ ​ - ​ DEFERRED TAX RECOVERY ​ ​ 18 ​ ​ ​ 2,572 ​ ​ ​ 2,779 ​ ​ ​ 5,034 ​ NET LOSS FOR THE YEAR ​ ​ ​ ​ ​ ​ ( 137,311 ) ​ ​ ( 87,656 ) ​ ​ ( 29,221 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OTHER COMPREHENSIVE LOSS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency translation loss ​ ​ ​ ​ ​ ​ ( 1,662 ) ​ ​ ( 588 ) ​ ​ ( 10,221 ) TOTAL OTHER COMPREHENSIVE LOSS ​ ​ ​ ​ ​ ​ ( 1,662 ) ​ ​ ( 588 ) ​ ​ ( 10,221 ) TOTAL COMPREHENSIVE LOSS FOR THE YEAR ​ ​ ​ ​ ​ $ ( 138,973 ) ​ $ ( 88,244 ) ​ $ ( 39,442 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NET LOSS PER SHARE ​ ​ 17 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ ​ ​ ​ $ ( 0.28 ) ​ $ ( 0.20 ) ​ $ ( 0.07 ) Diluted ​ ​ ​ ​ ​ $ ( 0.28 ) ​ $ ( 0.20 ) ​ $ ( 0.07 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING ​ ​ 17 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ ​ ​ ​ ​ 484,406,678 ​ ​ ​ 427,680,193 ​ ​ ​ 397,309,780 ​ Diluted ​ ​ ​ ​ ​ ​ 484,406,678 ​ ​ ​ 427,680,193 ​ ​ ​ 397,309,780 ​ The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents URANIUM ENERGY CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in thousands of U.S. dollars) ​ Year Ended July 31 Notes 2026 2025 2024 ​ ​ ​ ​ OPERATING ACTIVITIES ​ ​ ​ ​ Net loss for the year ​ $ ( 137,311 ) $ ( 87,656 ) $ ( 29,221 ) Adjustments to reconcile net loss to cash flows in operating activities ​ ​ ​ ​ Stock-based compensation ​ 8,041 6,015 5,172 Depreciation, amortization and accretion 5, 6, 11 6,921 4,486 2,183 (Income) loss from equity-accounted investment 8 ( 7,086 ) 3,352 ( 1,017 ) Loss on revaluation of subscription receipts 8 9,890 - - Loss on disposition of assets ​ 126 98 27 (Gain) loss on revaluation of equity securities 15 17,510 18,051 ( 27,505 ) (Gain) loss on revaluation of derivative liabilities ​ - ( 1,706 ) 8,226 Deferred tax recovery 18 ( 2,572 ) ( 2,779 ) ( 5,034 ) Changes in operating assets and liabilities ​ ​ ​ ​ Inventories ​ 1,145 ( 2,305 ) ( 69,626 ) Prepaid expenses, deposits and other receivables ​ ( 2,315 ) 232 ( 74 ) Other non-current assets ​ - 519 - Accounts payable and accrued liabilities ​ 7,622 ( 2,993 ) 10,360 Other liabilities ​ ( 529 ) 228 22 NET CASH USED IN OPERATING ACTIVITIES ​ ( 98,558 ) ( 64,458 ) ( 106,487 ) ​ ​ ​ ​ FINANCING ACTIVITIES ​ ​ ​ ​ Proceeds from share issuances, net of issuance costs 12 529,958 287,513 176,708 Taxes and withholdings paid upon settlement of equity awards on a forfeiture basis ​ ( 3,083 ) ( 2,674 ) ( 3,632 ) NET CASH PROVIDED BY FINANCING ACTIVITIES ​ 526,875 284,839 173,076 ​ ​ ​ ​ INVESTING ACTIVITIES ​ ​ ​ ​ Acquisition of Sweetwater Assets 3 - ( 179,598 ) - Investment in mineral rights and properties ​ - ( 215 ) ( 1,440 ) Purchase of property, plant and equipment ​ ( 8,783 ) ( 5,480 ) ( 1,988 ) Capital contribution to equity-accounted investment 8 ( 1,052 ) ( 538 ) ( 2,876 ) Purchase of additional interest in equity-accounted investment 8 ( 40,000 ) - ( 9,238 ) Investment in equity securities 9 ( 40,428 ) ( 25,695 ) ( 12,115 ) Proceeds from sale of equity securities 9 1,168 54,438 3,008 Proceeds from disposition of assets ​ 6 59 8 NET CASH USED IN INVESTING ACTIVITIES ​ ( 89,089 ) ( 157,029 ) ( 24,641 ) ​ ​ ​ ​ NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH ​ 339,228 63,352 41,948 FOREIGN EXCHANGE DIFFERENCE ON CASH ​ ( 11 ) 1 ( 29 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR ​ 158,137 94,784 52,865 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR 7 $ 497,354 $ 158,137 $ 94,784 The accompanying notes are an integral part of these consolidated financial statements. F-7 Table of Contents URANIUM ENERGY CORP. CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ EQUITY (Expressed in thousands of U.S. dollars, except share data) Common Stock Additional Paid- Accumulated Accumulated Other Comprehensive Stockholders' Shares Amount in Capital Deficit Loss Equity Balance, July 31, 2025 454,015,855 $ 454 $ 1,404,420 $ ( 406,557 ) $ ( 14,417 ) $ 983,900 Common stock ​ ​ ​ ​ ​ ​ Issued under ATM offering, net of issuance costs 21,177,233 21 286,473 - - 286,494 Issued under private placement, net of issuance costs 575,000 - 7,880 - - 7,880 Issued under Public Offering, net of issuance costs 17,825,000 18 231,587 - - 231,605 Issued upon vesting of RSUs and PRSUs 720,934 1 ( 1 ) - - - Issued upon exercise of stock options 1,140,751 1 1,017 - - 1,018 Issued upon exercise of warrants 117,596 - - - - - Stock-based compensation ​ ​ ​ ​ ​ ​ Amortization of stock-based compensation - - 8,046 - - 8,046 Common stock forfeited for tax paid upon vesting of equity awards - - ( 4,885 ) - - ( 4,885 ) Net loss for the year - - - ( 137,311 ) - ( 137,311 ) Other comprehensive loss - - - - ( 1,662 ) ( 1,662 ) Balance, July 31, 2026 495,572,369 $ 495 $ 1,934,537 $ ( 543,868 ) $ ( 16,079 ) $ 1,375,085 The accompanying notes are an integral part of these consolidated financial statements. F-8 Table of Contents URANIUM ENERGY CORP. CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ EQUITY (Expressed in thousands of U.S. dollars, except share data) Common Stock Additional Paid- Accumulated Accumulated Other Comprehensive Stockholders' Shares Amount in Capital Deficit Loss Equity Balance, July 31, 2023 378,452,864 $ 378 $ 924,737 $ ( 289,680 ) $ ( 3,608 ) $ 631,827 Common stock ​ ​ ​ ​ ​ ​ Issued under ATM offering, net of issuance costs 26,375,699 26 167,848 - - 167,874 Issued upon vesting of RSUs and PRSUs 489,746 - - - - - Issued upon exercise of stock options 2,445,748 3 679 - - 682 Issued upon exercise of warrants 2,591,711 3 17,659 - - 17,662 Stock-based compensation ​ ​ ​ ​ ​ ​ Amortization of stock-based compensation ​ - 5,172 - - 5,172 Common stock forfeited for tax paid upon vesting of equity awards ​ - ( 5,662 ) - - ( 5,662 ) Net loss for the year ​ - - ( 29,221 ) - ( 29,221 ) Other comprehensive loss ​ - - - ( 10,221 ) ( 10,221 ) Balance, July 31, 2024 410,355,768 $ 410 $ 1,110,433 $ ( 318,901 ) $ ( 13,829 ) $ 778,113 Common stock ​ ​ ​ ​ ​ ​ Issued under ATM offering, net of issuance costs 41,764,036 43 285,706 - - 285,749 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 Common stock forfeited for tax paid upon vesting of equity awards - - ( 3,082 ) - - ( 3,082 ) Net loss for the year - - - ( 87,656 ) - ( 87,656 ) Other comprehensive loss - - - - ( 588 ) ( 588 ) Balance, July 31, 2025 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. F- 9 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2026 NOTE 1: NATURE OF OPERATIONS Uranium Energy Corp. was incorporated in the State of Nevada on May 16, 2003. 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 concentrates, on projects located in the United States, Canada and the Republic of Paraguay. NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation These consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and are presented in thousands of United States dollars. All inter-company transactions and balances have been eliminated upon consolidation. Mineral Rights and Properties 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 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. Expenditures relating to pre-extraction activities, such as the construction of mine wellfields and disposal wells, are expensed as incurred until such time that proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred. F- 10 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2026 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, 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 The Company performs a screen test as required under U.S. 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 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, 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. The income valuation method represents the present value of future cash flows over the life of the asset using: (i) discrete financial forecasts, which rely on management’s estimates of resource quantities and exploration potential, costs to produce and develop resources, revenues and operating expenses; (ii) appropriate discount rates; and (iii) expected future capital requirements. The market valuation method uses prices paid for a similar asset by other purchasers in the market, normalized for any differences between the assets. The cost valuation method is based on the replacement cost of a comparable asset at the time of the acquisition adjusted for depreciation and economic and functional obsolescence of the asset. 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, 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. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make judgements, estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reported periods. Areas requiring significant judgements, estimates and assumptions include the valuation of acquired mineral rights, properties, properties, plant and equipment and equity-accounted investments, existence of impairment indicators for the Company’s long-lived assets, valuation and measurement of impairment losses on mineral rights and properties, valuation of recoverability of a credit loss, valuation of asset retirement obligations, and valuation of stock options, share purchase warrants and stock-based compensation. Other areas requiring estimates include allocations of expenditures to inventories, depletion and amortization of mineral rights and properties and depreciation of property, plant and equipment. Actual results could differ significantly from those estimates and assumptions. F- 11 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2026 Foreign Currency Translation 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 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 the Company’s functional currency are included in the determination of net loss in the period. Cash and Cash Equivalents Cash and cash equivalents consist of bank deposits and term deposits with an original maturity of three months or less. Fair Value Measurement Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: ● Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities; ● Level 2 - Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, quoted prices or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and ● Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The financial instruments, including cash and cash equivalents, accounts and other receivables, restricted cash, accounts payable and accrued liabilities, are carried at cost, which approximate their fair values due to the immediate or short-term maturity. Investment in equity securities (level 1 ) and derivative liabilities (level 2 ) are carried at fair value. Inventories Inventories are comprised of supplies, work-in-progress and uranium concentrates (“U 3 O 8 ”) from production and purchased uranium concentrates from the market. Expenditures related to the extraction and processing of uranium concentrates and depreciation and depletion charges of extraction and processing plant and equipment are capitalized as work-in-progress and uranium concentrates from production. Uranium extraction and processing cost includes direct materials, labor, and overheads incurred under normal operating conditions. Abnormal costs arising from underutilization are excluded from inventory and expensed as incurred. Costs of purchased uranium concentrates include the purchase price and other direct costs incurred during the purchase process. Inventories are carried at the lower of cost or net realizable value and are charged to cost of sales using the average costing method. F- 12 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2026 Equity Investments 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 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. (“Anfield”) exceeds 20% but is less than 50%. As permitted under ASC 825 Financial Instruments, the Company elected to apply the fair value option to account for its investment in the common shares of Anfield (Note 9 ). Accordingly, subsequent changes in the fair value of Anfield's common shares are recognized 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 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. Transaction costs incurred in connection with acquisitions of long-term assets are also included in other non-current assets, which will be capitalized as acquisition costs if the transaction succeeds or will be written off if the transaction does not complete. Right-of-use (“ROU”) assets recognized in connection with recognition of lease liabilities are also included in Other Non-Current Assets. Mineral Rights Acquisition costs of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time proven or probable reserves, as defined by the SEC under S-K 1300, are established for that project. Where proven and probable reserves have been established, the project’s capitalized expenditures are depleted over proven and probable reserves using the units-of-production method upon commencement of production. 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. The Company has not established proven or probable reserves for any of its projects. Property, Plant and Equipment Property, plant and equipment are recorded at cost and depreciated to their estimated residual values using the straight-line method over their estimated useful lives, as follows: ● Plant and processing facilities: 10 to 21 years; ● Mining and logging equipment and vehicles: 5 to 10 years; ● Computer equipment: 3 years; ● Furniture and fixtures: 5 years; and ● Buildings: 20 years. F- 13 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2026 Impairment of Long-Lived Assets Long-lived assets including mineral rights and properties and property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. Management applies judgment to assess whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable giving rise to the requirement to conduct an impairment test. Circumstances which could trigger an impairment test include, but are not limited to: significant decreases in the market price of the asset; 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; significant increases in reclamation costs and accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; 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; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability of these assets is measured by comparing the carrying value to the future undiscounted cash flows expected to be generated by the assets. 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. Income Taxes 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 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. The asset retirement obligations are capitalized as part of the costs of the underlying assets and amortized over its remaining useful life. The asset retirement obligations are accreted to an undiscounted value until they are settled. The accretion expenses are charged to earnings and the actual retirement costs are recorded against the asset retirement obligations when incurred. 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. Leases 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, 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. F- 14 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2026 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 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 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. The Company is required to notify the conversion facility with instructions for a title transfer to the customer. Revenue is recognized once a title transfer of the U 3 O 8 is confirmed by the conversion facility. Stock-Based Compensation 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. The fair value of restricted stock units is determined using the share price of the Company at the date of grant. The fair value of performance based restricted stock units is determined using the Monte Carlo Simulation Model. Stock-based compensation expense related to stock option awards is recognized over the requisite service period on a graded vesting basis. Forfeitures are accounted for as they occur. The Company’s estimates may be impacted by certain variables including, but not limited to, stock price volatility, employee stock option exercise behaviors, additional stock option grants, the Company’s performance and related tax impacts. Earnings (Loss) Per Common Share 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 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. This ASU expands public entities’ income tax disclosures by requiring disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. 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 ): Expense Disaggregation Disclosures, which includes amendments to require the disclosure of certain specific costs and expenses that are included in a relevant expense caption on the face of the income statement. Specific costs and expenses that would be required to be disclosed include: purchases of inventory, employee compensation, depreciation and intangible asset amortization. Additionally, a qualitative description of other items is required, equal to the difference between the relevant expense caption and the separately disclosed specific costs. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, and are applied either prospectively or retrospectively at the option of the Company. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures. F- 15 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2026 NOTE 3: ACQUISITION OF THE SWEETWATER ASSETS On December 6, 2024, the Company completed the acquisition of all of the issued and outstanding shares of capital stock of (i) Sweetwater Uranium Inc. (formerly Kennecott Uranium Company (“KUC”)) and (ii) Wyoming Coal Resources Company (“WCRC”) (collectively, the “Sweetwater Acquisition”) from Rio Tinto America Inc. KUC and WCRC collectively own or hold the following assets: (i) a fully-licensed conventional uranium processing mill, including buildings and equipment, located in Sweetwater County, Wyoming (the “Sweetwater Plant”); (ii) the Red Desert Project, an uranium project adjacent to the Sweetwater Plant; and (iii) the Green Mountain Project, an uranium project located 22 miles north of the Sweetwater Plant. The Sweetwater Acquisition is accounted for as an acquisition of assets rather than a business as both KUC and WCRC do 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 Sweetwater Acquisition: Consideration paid ​ ​ ​ ​ Cash ​ $ 175,399 ​ Acquisition related costs ​ ​ 4,199 ​ Total consideration ​ $ 179,598 ​ ​ ​ ​ ​ ​ Assets acquired and liabilities assumed ​ ​ ​ ​ Prepaid expenses ​ $ 399 ​ Property, plant and equipment ​ ​ 44,493 ​ Mineral rights and properties ​ ​ 145,749 ​ Total assets ​ ​ 190,641 ​ ​ ​ ​ ​ ​ Asset retirement obligations (Note 11) ​ ​ 10,392 ​ Deferred tax liabilities ​ ​ 651 ​ Total liabilities ​ ​ 11,043 ​ Total net assets ​ $ 179,598 ​ The Company recognized the assets and liabilities acquired in this acquisition by allocating the cost of the acquisition to the assets and liabilities based on their relative fair values. The fair value of the mineral rights and properties was based on a value per pound of uranium which was determined using an in situ multiples analysis. Management used data from comparable public companies and precedent transactions in the in situ multiples analysis to estimate a value per pound of uranium and apply that to the property resource estimates, taking into account project-specific characteristics. The fair value of property, plant and equipment was estimated using the cost approach by an independent valuation specialist, based on replacement cost new, adjusted for physical depreciation, functional obsolescence and economic obsolescence. 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. Cash flow on acquisition: Cash paid ​ $ 175,399 ​ Acquisition related costs ​ ​ 4,199 ​ Acquisition of Sweetwater Assets ​ $ 179,598 ​ F- 16 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2026 NOTE 4: INVENTORIES As at July 31, 2026 , the Company held 1,256,000 ( July 31, 2025 : 1,356,000 ) pounds of purchased uranium concentrate inventory. Costs of inventory consisted of the following: July 31, 2026 July 31, 2025 Material and supplies $ 1,591 $ 1,470 In-process inventory 4,293 3,770 Uranium concentrates from extraction 9,774 1,140 Purchased uranium inventories 63,770 72,899 $ 79,428 $ 79,279 NOTE 5: MINERAL RIGHTS AND PROPERTIES Mineral Rights 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. As at July 31, 2026 , the carrying value of these mineral rights and properties was as follows: Costs United States Canada Paraguay Total Balance at July 31, 2024 $ 172,540 $ 376,523 $ 15,014 $ 564,077 Sweetwater Acquisition 145,749 - - 145,749 Additions 215 1 - 216 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 Additions 2,389 - - 2,389 Impact of foreign currency translation - ( 2,385 ) - ( 2,385 ) Balance at July 31, 2026 $ 328,581 $ 373,642 $ 15,014 $ 717,237 ​ ​ ​ ​ Accumulated Depletion, Amortization and Impairment United States Canada Paraguay Total Balance at July 31, 2024 $ (6,389 ) $ ( 105 ) $ - $ (6,494 ) Additions (1,088 ) ​ ​ (1,088 ) Balance at July 31, 2025 ( 7,477 ) ( 105 ) - ( 7,582 ) Additions (1,646 ) - - (1,646 ) Impact of foreign currency translation - 2 - 2 Balance at July 31, 2026 $ ( 9,123 ) $ ( 103 ) $ - $ ( 9,226 ) ​ ​ ​ ​ Carrying Value ​ ​ ​ ​ Balance at July 31, 2025 $ 318,715 $ 375,922 $ 15,014 $ 709,651 Balance at July 31, 2026 $ 319,458 $ 373,539 $ 15,014 $ 708,011 F- 17 Table of Contents 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, 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, ​ ​ ​ 2026 ​ ​ 2025 ​ ​ 2024 ​ Permitting and land payments ​ $ 9,296 ​ ​ $ 5,926 ​ ​ $ 5,600 ​ Extraction readiness and mine site maintenance ​ ​ 12,042 ​ ​ ​ 15,107 ​ ​ ​ 5,464 ​ Exploration ​ ​ 23,228 ​ ​ ​ 11,140 ​ ​ ​ 14,669 ​ Development ​ ​ 57,799 ​ ​ ​ 33,891 ​ ​ ​ 6,650 ​ Total ​ $ 102,365 ​ ​ $ 66,064 ​ ​ $ 32,383 ​ NOTE 6: PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following: July 31, 2026 July 31, 2025 Accumulated Net Book Accumulated Net Book Cost Depreciation Value Cost Depreciation Value Plant and Processing Facilities $ 64,743 $ ( 6,634 ) $ 58,109 $ 61,624 $ ( 4,398 ) $ 57,226 Mining Equipment 7,837 ( 2,990 ) 4,847 6,980 ( 2,961 ) 4,019 Logging Equipment and Vehicles 9,402 ( 3,635 ) 5,767 5,518 ( 2,716 ) 2,802 Computer Equipment 246 ( 236 ) 10 264 ( 258 ) 6 Furniture and Fixtures 243 ( 216 ) 27 243 ( 204 ) 39 Buildings 2,203 ( 197 ) 2,006 2,086 ( 179 ) 1,907 Land 1,514 - 1,514 1,514 - 1,514 $ 86,188 $ ( 13,908 ) $ 72,280 $ 78,229 $ ( 10,716 ) $ 67,513 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). NOTE 7: 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 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: July 31, 2026 July 31, 2025 July 31, 2024 Cash and cash equivalents $ 495,460 $ 148,930 $ 87,533 Restricted cash 1,894 9,207 7,251 Total cash, cash equivalents and restricted cash $ 497,354 $ 158,137 $ 94,784 F- 18 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2026 Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and restricted cash. These assets include Canadian dollar and U.S. dollar denominated certificates of deposit, money market accounts and demand deposits. These instruments are maintained at financial institutions in Canada and the U.S. The maximum credit risk of these assets is the carrying amount less amount covered by the Canada Deposit Insurance Corporation, the Securities Investor Protection Corporation or the U.S. Federal Deposit Insurance Corporation, should the financial institutions with which these amounts are invested be rendered insolvent. 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 . NOTE 8: EQUITY-ACCOUNTED INVESTMENT 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 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). 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. F- 19 Table of Contents 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 ​ URC JCU Total Balance, July 31, 2023 $ 24,611 $ 23,499 $ 48,110 Addition 9,238 - 9,238 Capital contribution - 2,876 2,876 Share of income (loss) 2,032 ( 1,439 ) 593 Gain on dilution of ownership interest 424 - 424 Foreign exchange difference ( 1,327 ) ( 1,105 ) ( 2,432 ) Balance, July 31, 2024 34,978 23,831 58,809 Capital contribution - 538 538 Share of loss ( 265 ) ( 3,115 ) ( 3,380 ) Gain on dilution of ownership interest 28 - 28 Foreign exchange difference ( 84 ) ( 86 ) ( 170 ) Balance, July 31, 2025 34,657 21,168 55,825 Addition 30,110 - 30,110 Capital contribution - 1,052 1,052 Share of income (loss) 6,832 ( 4,989 ) 1,843 Gain on dilution of ownership interest 5,243 - 5,243 Foreign exchange difference 545 ( 226 ) 319 Balance, July 31, 2026 $ 77,387 $ 17,005 $ 94,392 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, 2026 2025 Current Assets $ 124,399 $ 182,080 Non-Current Assets $ 1,874,087 $ 118,659 Current Liabilities $ ( 164,177 ) $ ( 5,634 ) Non-Current Liabilities $ ( 728,323 ) $ ( 53,909 ) Non-Controlling Interest $ ( 130,621 ) $ - Summarized Statements of Operations Information Year ended July 31, 2026 2025 2024 Revenue $ 214,896 $ 35,555 $ 31,209 Gross Profit $ 71,282 $ 6,449 $ 10,783 Operating Income (Loss) $ 34,573 $ ( 14,266 ) $ ( 6,423 ) Net Income (Loss) $ 23,819 $ ( 17,697 ) $ 16,085 F- 20 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2026 NOTE 9: INVESTMENT IN EQUITY SECURITIES The changes in the Company’s investment in equity securities are summarized as follows: ​ ​ July 31, 2026 ​ ​ July 31, 2025 ​ Balance, beginning of year ​ $ 28,470 ​ ​ $ 75,264 ​ Investment in public listed companies ​ ​ 40,428 ​ ​ ​ 25,695 ​ Sale of investment in public listed companies ​ ​ ( 1,168 ) ​ ​ ( 54,438 ) Fair value loss on equity securities (Note 15) ​ ​ ( 17,510 ) ​ ​ ( 18,051 ) Balance, end of year ​ $ 50,220 ​ ​ $ 28,470 ​ 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: 31.80 %) of the outstanding common shares of Anfield on a non-diluted basis and approximately 36.66 % ( July 31, 2025: 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 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: $ 26.14 million) and the fair value of the Anfield Warrants was $ 0.69 million ( July 31, 2025: $ 1.39 million). The cumulative revaluation adjustment since acquisition of the equity securities held as at July 31, 2026 is a loss of $ 25.85 million. (*) Effective August 1, 2025, Anfield completed a share consolidation on the basis of one ( 1 ) post-consolidation common share for every seventy-five ( 75 ) pre-consolidation common shares. All references to Anfield’s common shares in this note are presented on a post-consolidated basis. NOTE 10: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES As at July 31, 2026 , accounts payable and accrued liabilities consisted of the following: July 31, 2026 July 31, 2025 Trade payables $ 14,950 $ 10,585 Accrued purchases 6,527 3,048 Accrued payroll liabilities 9,739 6,927 $ 31,216 $ 20,560 F- 21 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2026 NOTE 11: ASSET RETIREMENT OBLIGATIONS Asset retirement obligations (“ARO”s) relate to future remediation and decommissioning activities for the plants, processing facilities and various projects, and are summarized as follows: July 31, 2026 July 31, 2025 Balance, beginning of year $ 39,064 $ 19,625 Accretion 2,200 1,654 Assumed from Sweetwater Acquisition (Note 3) - 10,392 Addition 2,389 7,688 Liabilities settled in cash ( 514 ) ( 295 ) Balance, end of year $ 43,139 $ 39,064 Current asset retirement obligations ( 1,678 ) ( 5,160 ) Non-current assets retirement obligations $ 41,461 $ 33,904 The estimated amounts and timing of cash flows and assumptions used for the ARO estimates are as follows: ​ ​ July 31, 2026 ​ ​ July 31, 2025 ​ Undiscounted amount of estimated cash flows ​ $ 93,918 ​ ​ $ 88,669 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payable in years ​ ​ 1 to 35 ​ ​ ​ 1 to 37 ​ Inflation rate ​ ​ 2.48 % to 3.94 % ​ ​ 1.56 % to 5.32 % Discount rate ​ ​ 3.72 % to 6.19 % ​ ​ 3.72 % to 6.35 % As of July 31, 2026, the total estimated reclamation costs for all of our projects was $ 93.92 million. The Company has secured $ 64.27 million of surety bonds as an alternate source of financial assurance for the estimated costs of the reclamation obligations, of which $ 1.89 million is funded and held as restricted cash for collateral purposes as required by the surety. NOTE 12: CAPITAL STOCK At-the-Market Offering On November 16, 2022, the Company entered into an at-the-market offering agreement (the “2022 ATM Offering Agreement”) with H.C. Wainwright & Co., LLC and certain other co-managers (collectively, the “2022 ATM Managers”). Under the 2022 ATM Offering Agreement, the Company could, from time to time, sell shares of its common stock having an aggregate offering price of up to $ 300 million through the 2022 ATM Managers selected by the Company. On December 20, 2024, the Company entered into an at-the-market offering agreement (the “2024 ATM Offering Agreement”) with Goldman Sachs & Co. LLC and certain other co-managers (the “2024 ATM Managers”). Under the 2024 ATM Offering Agreement, the Company could, from time to time, sell shares of its common stock having an aggregate offering price of up to $ 300 million through the 2024 ATM Managers selected by the Company. On November 14, 2025, the Company entered into an at-the-market offering agreement (the “2025 ATM Offering Agreement”) with Goldman Sachs & Co. LLC and certain other co-managers (collectively, the “2025 ATM Managers”). Under the 2025 ATM Offering Agreement, the Company could, from time to time, sell shares of its common stock having an aggregate offering price of up to $ 600 million through the 2025 ATM Managers selected by the Company. F- 22 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2026 During Fiscal 2024, the Company issued 26,375,699 shares of its common stock under the 2022 ATM Offering Agreement for gross cash proceeds of $ 171.74 million. The total issuance costs were $ 3.86 million, all of which were related to compensation paid to the 2022 ATM Managers. During Fiscal 2025, the Company issued 11,516,375 and 30,247,661 of the Company’s common stock under the 2022 ATM Offering Agreement and the 2024 ATM Offering Agreement for gross cash proceeds of $ 94.40 million and $ 197.95 million, respectively. The total issuance costs for stock sold under the 2022 ATM Offering Agreement and under the 2024 ATM Offering Agreement were $ 2.15 million and $ 4.45 million, respectively, which is comprised of a total compensation of $ 6.58 million paid to the 2022 ATM Managers and the 2024 ATM Managers. During Fiscal 2026, the Company issued 10,077,186 and 11,100,047 shares of its common stock under the 2024 ATM Offering Agreement and the 2025 ATM Offering Agreement for gross cash proceeds of $ 101.97 million and $ 190.64 million, respectively. The total issuance costs for stock sold under the 2024 ATM Offering Agreement and under the 2025 ATM Offering Agreement were $ 2.29 million and $ 3.82 million, respectively, all of which were related to compensation paid to the 2024 ATM Managers and the 2025 ATM Managers. Subsequent to July 31, 2026, the Company did not issue any shares of its’ common stock under the 2025 ATM Offering Agreement. Public Offering On October 6, 2025, the Company completed a public offering of 15,500,000 shares of its common stock at a price of $ 13.15 per share, resulting in gross proceeds of $ 203.83 million. On October 9, 2025, the underwriter exercised its over-allotment option to purchase an additional 2,325,000 shares of common stock at the same offering price, providing additional gross proceeds to the Company of $ 30.57 million. The total issuance costs were $ 2.79 million pursuant to the public offering and the over-allotment purchase. Private Placement On October 2, 2025, the Company completed a private placement offering of 575,000 shares of its common stock issued as “flow through shares” (the “FT Shares”), as defined in subsection 66 ( 15 ) of the Income Tax Act (Canada), for gross proceeds of $ 8.63 million. The proceeds have been used to fund certain qualifying Canadian exploration expenditures (“CEE”), as defined in the Income Tax Act (Canada), at the Company’s Roughrider Project located in Saskatchewan, Canada. The difference between the Company’s trading price at the time of issuance and the price of the FT Shares is recorded as a flow-through share premium (the “FT Premium Liability”). The FT Premium Liability of $ 0.75 million is recorded within accrued liabilities on the Consolidated Balance Sheets. The FT Premium Liability will be derecognized in subsequent periods when the Company submits the required documentation to renounce the related tax benefits to the FT Share subscriber. Share Purchase Warrants A continuity schedule of outstanding share purchase warrants as at July 31, 2026 , and the changes during the periods, is as follows: Number of Weighted Average Warrants Exercise Price Balance, July 31, 2023 3,857,030 $ 3.31 Exercised ( 2,591,711 ) 3.13 Balance, July 31, 2024 1,265,319 3.29 Exercised ( 1,065,899 ) 3.21 Expired ( 40,329 ) 2.35 Balance, July 31, 2025 159,091 4.13 Exercised ( 159,091 ) 4.13 Balance, July 31, 2026 - $ - During Fiscal 2026 , Fiscal 2025 and Fiscal 2024 , the Company received cash proceeds of $nil, $ 3.30 million and $ 8.12 million, respectively, from the exercise of share purchase warrants. F- 23 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2026 NOTE 13: STOCK-BASED COMPENSATION Stock Options During Fiscal 2026 , Fiscal 2025 , and Fiscal 2024 , the Company granted stock options under its stock incentive plans to certain directors, officers, employees and consultants to purchase an aggregate of 120,000 , 102,036 and 483,461 shares of the Company, respectively, which are subject to a 24 -month vesting provision whereby, at the end of each of the first three and six months after the grant date, 12.5 % of the total stock options become exercisable, and whereby at the end of each of 12, 18 and 24 months after the grant date, 25 % of the total stock options become exercisable. During Fiscal 2026, the Company granted stock options under its current stock incentive plan to its directors to purchase an aggregate of 67,699 shares of the Company, and the fair value of the stock options granted was $ 6.11 per share. During Fiscal 2025, the Company granted stock options under its current stock incentive plan to one of the Company's officers to purchase an aggregate of 24,415 shares of the Company, and the fair value of the stock option granted was $ 4.09 per share. The Company also granted stock options under its current stock incentive plan to its directors to purchase an aggregate of 66,332 shares of the Company, and the fair value of the stock options granted was $ 5.49 per share. The fair value of these stock options was estimated at the date of grant, using the Black-Scholes Valuation Model, with the following weighted average assumptions, which is level 2 of the fair value measurement hierarchy: Year Ended July 31, 2026 2025 2024 Expected Risk Free Interest Rate 4.33 % 3.81 % 4.05 % Expected Volatility 72.52 % 75.66 % 78.83 % Expected Life in Years 5.00 5.00 5.00 Expected Dividend Yield 0 % 0 % 0 % Weighted-Average Grant Date Fair Value $ 6.11 $ 4.88 $ 3.71 A continuity schedule of outstanding stock options as at July 31, 2026 , and the changes during the fiscal year periods, is as follows: ​ ​ Number of Stock Options ​ ​ Weighted Average Exercise Price ​ Balance, July 31, 2023 ​ ​ 8,326,983 ​ ​ $ 1.92 ​ Granted ​ ​ 483,461 ​ ​ ​ 5.62 ​ Exercised ​ ​ ( 3,451,746 ) ​ ​ 1.33 ​ Forfeited ​ ​ ( 203,359 ) ​ ​ 1.70 ​ Expired ​ ​ ( 52,000 ) ​ ​ 2.62 ​ Balance, July 31, 2024 ​ ​ 5,103,339 ​ ​ ​ 2.66 ​ Granted ​ ​ 102,036 ​ ​ ​ 7.65 ​ Exercised ​ ​ ( 552,052 ) ​ ​ 3.01 ​ Forfeited ​ ​ ( 59,116 ) ​ ​ 4.60 ​ Balance, July 31, 2025 ​ ​ 4,594,207 ​ ​ ​ 2.71 ​ Granted ​ ​ 120,000 ​ ​ ​ 9.74 ​ Exercised ​ ​ ( 1,334,679 ) ​ ​ 2.51 ​ Forfeited ​ ​ ( 13,475 ) ​ ​ 3.78 ​ Balance, July 31, 2026 ​ ​ 3,366,053 ​ ​ $ 3.03 ​ F- 24 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2026 The table below sets forth the number of shares issued and cash received upon exercise of stock options: Year Ended July 31, 2026 2025 2024 Number of Options Exercised on Cash Basis 378,092 264,663 492,112 Number of Options Exercised on Non-Cash Basis 956,587 287,389 2,959,634 Total Number of Options Exercised 1,334,679 552,052 3,451,746 Number of Shares Issued on Cash Exercise 378,092 264,663 492,112 Number of Shares Issued on Non-Cash Basis 762,659 164,037 1,953,636 Total Number of Shares Issued Upon Exercise of Options 1,140,751 428,700 2,445,748 Cash Received from Exercise of Stock Options $ 1,018 $ 727 $ 681 Total Intrinsic Value of Options Exercised $ 13,050 $ 2,741 $ 19,137 A continuity schedule of outstanding unvested stock options at July 31, 2026 , and the changes during the fiscal year periods, is as follows: ​ ​ Number of Unvested Stock Options ​ ​ Weighted Average Grant-Date Fair Value ​ Balance, July 31, 2023 ​ ​ 1,803,265 ​ ​ $ 2.28 ​ Granted ​ ​ 483,461 ​ ​ ​ 3.71 ​ Forfeited ​ ​ ( 24,400 ) ​ ​ 2.31 ​ Vested ​ ​ ( 1,175,338 ) ​ ​ 2.35 ​ Balance, July 31, 2024 ​ ​ 1,086,988 ​ ​ ​ 2.83 ​ Granted ​ ​ 102,036 ​ ​ ​ 4.88 ​ Forfeited ​ ​ ( 55,428 ) ​ ​ 3.04 ​ Vested ​ ​ ( 773,977 ) ​ ​ 2.64 ​ Balance, July 31, 2025 ​ ​ 359,619 ​ ​ ​ 3.80 ​ Granted ​ ​ 120,000 ​ ​ ​ 6.11 ​ Forfeited ​ ​ ( 1,475 ) ​ ​ 3.62 ​ Vested ​ ​ ( 313,877 ) ​ ​ 3.64 ​ Balance, July 31, 2026 ​ ​ 164,267 ​ ​ $ 5.80 ​ As at July 31, 2026 , the aggregate intrinsic value of all outstanding stock options granted was estimated at $ 22.12 million (vested: $ 22.05 million and unvested: $ 0.07 million). As at July 31, 2026 , the unrecognized compensation cost related to unvested stock options was $ 0.81 million ( July 31, 2025: $ 0.75 million), which is expected to be recognized over 1.17 years. F- 25 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2026 A summary of stock options outstanding and exercisable as at July 31, 2026 is as follows: ​ ​ Options Outstanding ​ ​ Options Exercisable ​ Range of Exercise ​ Outstanding at ​ ​ Weighted Average ​ ​ Weighted Average Remaining Contractual Term ​ ​ Exercisable at ​ ​ Weighted Average ​ ​ Weighted Average Remaining Contractual Term ​ Prices ​ July 31, 2026 ​ ​ Exercise Price ​ ​ (Years) ​ ​ July 31, 2026 ​ ​ Exercise Price ​ ​ (Years) ​ $ 0.91 to $ 0.99 ​ ​ 817,750 ​ ​ $ 0.91 ​ ​ ​ 3.81 ​ ​ ​ 817,750 ​ ​ $ 0.91 ​ ​ ​ 3.81 ​ $ 1.00 to $ 1.99 ​ ​ 475,000 ​ ​ $ 1.10 ​ ​ ​ 3.96 ​ ​ ​ 475,000 ​ ​ $ 1.10 ​ ​ ​ 3.96 ​ $ 2.00 to $ 2.99 ​ ​ 312,209 ​ ​ $ 2.15 ​ ​ ​ 4.97 ​ ​ ​ 312,209 ​ ​ $ 2.15 ​ ​ ​ 4.97 ​ $ 3.00 to $ 3.99 ​ ​ 1,179,561 ​ ​ $ 3.63 ​ ​ ​ 6.10 ​ ​ ​ 1,179,561 ​ ​ $ 3.63 ​ ​ ​ 6.10 ​ $ 4.00 to $ 4.99 ​ ​ 14,000 ​ ​ $ 4.36 ​ ​ ​ 8.23 ​ ​ ​ 9,000 ​ ​ $ 4.44 ​ ​ ​ 7.98 ​ $ 5.00 to $ 5.99 ​ ​ 306,643 ​ ​ $ 5.49 ​ ​ ​ 7.98 ​ ​ ​ 306,643 ​ ​ $ 5.49 ​ ​ ​ 7.98 ​ $ 6.00 to $ 6.99 ​ ​ 64,558 ​ ​ $ 6.51 ​ ​ ​ 7.84 ​ ​ ​ 58,455 ​ ​ $ 6.54 ​ ​ ​ 7.80 ​ $ 7.00 to $ 7.99 ​ ​ 10,000 ​ ​ $ 7.63 ​ ​ ​ 7.48 ​ ​ ​ 10,000 ​ ​ $ 7.63 ​ ​ ​ 7.48 ​ $ 8.00 to $ 8.99 ​ ​ 66,332 ​ ​ $ 8.68 ​ ​ ​ 9.00 ​ ​ ​ 33,168 ​ ​ $ 8.68 ​ ​ ​ 9.00 ​ $ 9.00 to $ 9.74 ​ ​ 120,000 ​ ​ $ 9.74 ​ ​ ​ 10.00 ​ ​ ​ - ​ ​ ​ - ​ ​ ​ - ​ ​ ​ ​ 3,366,053 ​ ​ $ 3.03 ​ ​ ​ 5.55 ​ ​ ​ 3,201,786 ​ ​ $ 2.71 ​ ​ ​ 5.34 ​ Restricted Stock Units During Fiscal 2026 , Fiscal 2025 and Fiscal 2024 , the Company granted restricted stock units (each, an “RSU”) to certain directors, officers and employees of the Company under its then stock incentive plans. RSUs granted during Fiscal 2026 , Fiscal 2025 and Fiscal 2024 have a vesting period of three years from the grant date, whereby one - third of the RSUs will vest at the end of the first, second and third year, respectively, from the date of grant. The fair value of these RSUs was determined using the share prices at the respective grant dates. A continuity schedule of outstanding RSUs as at July 31, 2026 , and the changes during the fiscal year end periods, is as follows: ​ ​ Number of Restricted ​ ​ Weighted Average ​ ​ ​ Stock Units ​ ​ Grant Date Fair Value ​ Balance, July 31, 2023 ​ ​ 979,500 ​ ​ $ 3.32 ​ Granted ​ ​ 642,464 ​ ​ ​ 5.57 ​ Vested ​ ​ ( 454,284 ) ​ ​ 3.14 ​ Balance, July 31, 2024 ​ ​ 1,167,680 ​ ​ ​ 4.63 ​ Granted ​ ​ 578,381 ​ ​ ​ 8.54 ​ Forfeited ​ ​ ( 993 ) ​ ​ 6.84 ​ Vested ​ ​ ( 541,871 ) ​ ​ 4.42 ​ Balance, July 31, 2025 ​ ​ 1,203,197 ​ ​ ​ 6.60 ​ Granted ​ ​ 1,012,774 ​ ​ ​ 10.35 ​ Forfeited ​ ​ ( 4,216 ) ​ ​ 11.98 ​ Vested ​ ​ ( 676,930 ) ​ ​ 6.41 ​ Balance, July 31, 2026 ​ ​ 1,534,825 ​ ​ $ 9.15 ​ F- 26 Table of Contents 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 number of RSUs vested, the RSU shares issued net of forfeiture, and the RSU shares forfeited as payments of tax and withholding were as follows: Year Ended July 31, 2026 2025 2024 Number of RSUs vested 676,930 541,871 454,284 Number of net RSU shares issued 424,647 296,238 250,994 Number of RSU shares forfeited as payments of withholding amounts 252,283 245,633 203,290 During Fiscal 2026 , Fiscal 2025 and Fiscal 2024, stock-based compensation relating to the RSUs were $ 5.92 million, $ 3.00 million and $ 1.82 million, respectively. As at July 31, 2026 , unrecognized compensation costs related to unvested RSUs totaled $ 10.87 million ( July 31, 2025: $ 6.35 million), which is expected to be recognized over a period of approximately 2.36 years. Performance Based Restricted Stock Units During Fiscal 2026 , Fiscal 2025 and Fiscal 2024 , the Company granted 1,197,120 , 947,726 and 718,308 maximum performance based restricted stock units (each, a “PRSU”) and allocated up to the same amount of respective PRSUs, respectively, to the Company’s executive officers under its then stock incentive plans. The PRSUs granted are accounted for as equity awards at fair value, and will vest at the end of a three -year service period subject to continued employment and certain performance conditions being met. The number of PRSUs that vest is subject to adjustment through a performance multiplier based on the Company’s total shareholder return relative to a peer group, as approved by the Company’s Board of Directors, over a three -year period. Each vested PRSU granted in Fiscal 2024 entitles the recipient to a payment of one common stock. Each vested PRSU granted in Fiscal 2025 and Fiscal 2026 entitles the recipient to a payment of one common stock or cash at the discretion of the Company’s Compensation Committee. The fair values of the PRSUs granted were valued using the Monte Carlo Simulation Model at the date of grant with the following principal assumptions. Year Ended July 31, 2026 2025 2024 Expected Risk Free Interest Rate 4.05 % 3.56 % 4.20 % Expected Volatility 67.10 % 60.70 % 73.50 % Expected Dividend Yield 0 % 0 % 0 % Expected Life in Years 3.00 3.00 3.00 Correlation 44.10 % 38.47 % 83.80 % Grant Price $ 9.74 $ 8.68 $ 5.49 Grant Date Fair Value $ 3.37 $ 3.22 $ 5.41 F- 27 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2026 A continuity schedule of unvested PRSUs as at July 31, 2026 , and the changes during the fiscal years, is as follows: ​ ​ Number of Unvested ​ ​ Weighted Average Grant Date ​ ​ ​ PRSUs ​ ​ Fair Value ​ Balance, July 31, 2023 ​ ​ 1,286,505 ​ ​ $ 3.29 ​ Granted ​ ​ 718,308 ​ ​ ​ 5.41 ​ Vested ​ ​ ( 492,950 ) ​ ​ 2.48 ​ Balance, July 31, 2024 ​ ​ 1,511,863 ​ ​ ​ 4.56 ​ Granted ​ ​ 947,726 ​ ​ ​ 3.22 ​ Forfeited ​ ​ ( 40,634 ) ​ ​ 4.80 ​ Vested ​ ​ ( 200,998 ) ​ ​ 4.80 ​ Balance, July 31, 2025 ​ ​ 2,217,957 ​ ​ ​ 3.96 ​ Granted ​ ​ 1,197,120 ​ ​ ​ 3.37 ​ Forfeited ​ ​ ( 255,636 ) ​ ​ 3.35 ​ Vested ​ ​ ( 296,287 ) ​ ​ 3.35 ​ Balance, July 31, 2026 ​ ​ 2,863,154 ​ ​ $ 3.83 ​ During Fiscal 2026 , Fiscal 2025 and Fiscal 2024 , stock-based compensation related to amortization of PRSUs totaled $ 1.46 million, $ 1.15 million and $ 0.71 million, respectively. As at July 31, 2026 , unrecognized compensation costs relating to unvested PRSUs totaled $ 3.67 million ( July 31, 2025: $ 3.12 million), which is expected to be recognized over a weighted average period of approximately 2.46 years. F- 28 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2026 Stock-Based Compensation A summary of stock-based compensation expense for Fiscal 2026 , Fiscal 2025 and Fiscal 2024 , is as follows: Year Ended July 31, 2026 2025 2024 Stock-Based Compensation for Consultants Common stock issued to consultants $ - $ 107 $ - Amortization of stock option expenses 28 146 347 Amortization of RSU expenses 416 32 41 444 285 388 Stock-Based Compensation for Management Amortization of stock option expenses 443 600 611 Amortization of RSU and PRSU expenses 5,421 3,864 2,399 5,864 4,464 3,010 Stock-Based Compensation for Employees Amortization of stock option expenses 194 1,019 1,682 Amortization of RSU expenses 1,544 250 92 1,738 1,269 1,774 Total Stock-Based Compensation 8,046 6,018 5,172 Stock-Based Compensation in General and Administrative Expenses ( 8,041 ) ( 6,015 ) ( 5,172 ) Stock-Based Compensation Capitalized $ 5 $ 3 $ - NOTE 14: SALES AND SERVICE REVENUE AND COST OF SALES AND SERVICES The table below provides a breakdown of sales and service revenue and cost of sales and service revenue: ​ ​ Year Ended July 31, ​ ​ ​ 2026 ​ ​ 2025 ​ ​ 2024 ​ Sales of purchased uranium inventory ​ $ 37,250 ​ ​ $ 66,837 ​ ​ $ - ​ Revenue from toll processing services ​ ​ - ​ ​ ​ - ​ ​ ​ 224 ​ Total sales and service revenue ​ $ 37,250 ​ ​ $ 66,837 ​ ​ $ 224 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of purchased uranium inventory ​ $ ( 20,355 ) ​ $ ( 42,360 ) ​ $ - ​ Cost of toll processing services ​ ​ - ​ ​ ​ - ​ ​ ​ ( 187 ) Total cost of sales and services ​ $ ( 20,355 ) ​ $ ( 42,360 ) ​ $ ( 187 ) The table below provides a breakdown of major customers: ​ ​ Year Ended July 31, ​ ​ ​ 2026 ​ ​ 2025 ​ ​ 2024 ​ Customer A ​ ​ 0 % ​ ​ 50 % ​ ​ 0 % Customer B ​ ​ 54 % ​ ​ 24 % ​ ​ 0 % Customer C ​ ​ 0 % ​ ​ 14 % ​ ​ 0 % Customer D ​ ​ 0 % ​ ​ 12 % ​ ​ 0 % Customer E ​ ​ 0 % ​ ​ 0 % ​ ​ 100 % Customer F ​ ​ 46 % ​ ​ 0 % ​ ​ 0 % ​ ​ ​ 100 % ​ ​ 100 % ​ ​ 100 % F- 29 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2026 NOTE 15: FAIR VALUE GAIN (LOSS) ON EQUITY SECURITIES Fair value gain (loss) on equity securities consisted of the following: ​ ​ Year Ended July 31, ​ (in thousands of U.S. dollars) ​ 2026 ​ ​ 2025 ​ ​ 2024 ​ Unrealized and realized gain (loss) from common shares and warrants of public listed companies ​ $ ( 10,484 ) ​ $ ( 14,778 ) ​ $ 26,350 ​ Unrealized gain (loss) from fair value changes in Anfield common shares ​ ​ ( 7,026 ) ​ ​ ( 3,273 ) ​ ​ 1,155 ​ Total ​ $ ( 17,510 ) ​ $ ( 18,051 ) ​ $ 27,505 ​ The investments in equity securities are Level 1 financial instruments, which were re-valued using quoted share prices. NOTE 16: GENERAL AND ADMINISTRATIVE EXPENSES The table below provides a breakdown of general and administrative expenses: ​ ​ Year Ended July 31, ​ ​ ​ 2026 ​ ​ 2025 ​ ​ 2024 ​ Salaries and management fees ​ $ 12,434 ​ ​ $ 9,960 ​ ​ $ 7,705 ​ Office, investor communication and travel ​ ​ 7,080 ​ ​ ​ 5,197 ​ ​ ​ 4,088 ​ Rent and property tax ​ ​ 903 ​ ​ ​ 561 ​ ​ ​ 674 ​ Insurance ​ ​ 1,627 ​ ​ ​ 1,237 ​ ​ ​ 1,045 ​ Foreign exchange gain ​ ​ ( 78 ) ​ ​ ( 100 ) ​ ​ ( 151 ) Professional fees ​ ​ 4,465 ​ ​ ​ 4,390 ​ ​ ​ 3,340 ​ Sub-total ​ ​ 26,431 ​ ​ ​ 21,245 ​ ​ ​ 16,701 ​ Stock-based compensation ​ ​ 8,041 ​ ​ ​ 6,015 ​ ​ ​ 5,172 ​ Total general and administrative expenses ​ $ 34,472 ​ ​ $ 27,260 ​ ​ $ 21,873 ​ F- 30 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2026 NOTE 17: NET LOSS PER SHARE The following table reconciles the weighted average number of shares used in the computation of basic and diluted loss per share for Fiscal 2026 , Fiscal 2025 and Fiscal 2024 : Year Ended July 31, Numerator 2026 2025 2024 Net loss for the year $ ( 137,311 ) $ ( 87,656 ) $ ( 29,221 ) Denominator Basic weighted average number of shares 484,406,678 427,680,193 397,309,780 Dilutive effect of stock awards and warrants - - - Diluted weighted average number of shares 484,406,678 427,680,193 397,309,780 Net loss per share - Basic $ ( 0.28 ) $ ( 0.20 ) $ ( 0.07 ) Net loss per share - Diluted $ ( 0.28 ) $ ( 0.20 ) $ ( 0.07 ) NOTE 18: INCOME TAXES The Company's income tax benefit consisted of: Year Ended July 31, 2026 2025 2024 Current $ - $ - $ - Deferred ​ ​ ​ United States 651 - - Foreign 1,921 2,779 5,034 2,572 2,779 5,034 Income tax benefit $ 2,572 $ 2,779 $ 5,034 The Company has incurred taxable losses for all years since inception and, accordingly, no provision for current income tax has been recorded for the current or any prior fiscal years. The Company has not paid any income taxes from 2024 to 2026. The Company does not have any unrecognized tax benefits. The components of income (loss) from operations before income taxes, by tax jurisdiction, are as follows: Year Ended July 31, 2026 2025 2024 United States $ ( 121,565 ) $ ( 80,506 ) $ ( 13,928 ) Canada ( 17,224 ) ( 9,206 ) ( 19,468 ) Paraguay ( 1,094 ) ( 723 ) ( 859 ) $ ( 139,883 ) $ ( 90,435 ) $ ( 34,255 ) F- 31 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2026 The Company’s income tax benefit (expense) differed from the amounts computed by applying the United States statutory corporate income tax rate for the following reasons: Year Ended July 31, 2026 ​ 2025 ​ 2024 ​ Loss before income taxes $ ( 139,883 ) ​ $ ( 90,435 ) ​ $ ( 34,255 ) ​ ​ ​ ​ ​ ​ ​ U.S. federal statutory tax rate 29,376 21.00 % 18,991 21.00 % 7,194 21.00 % Non-taxable and non-deductible items ​ ​ ​ ​ ​ ​ Derivative loss - 0.00 % - 0.00 % ( 2,691 ) ( 7.86 %) Share based compensation 2,151 1.54 % 234 0.26 % ( 1,691 ) ( 4.94 %) Others ( 166 ) ( 0.12 %) ( 47 ) ( 0.05 %) ( 334 ) ( 0.98 %) Change in valuation allowances ( 25,432 ) ( 18.18 %) ( 16,155 ) ( 17.86 %) 1,893 5.53 % Expired losses ( 1,386 ) ( 0.99 %) - 0.00 % - 0.00 % State tax effects ​ ​ ​ ​ ​ ​ State income tax rate 336 0.24 % 2,614 2.89 % 990 2.89 % Change in applicable state rate ( 9,123 ) ( 6.52 %) ( 982 ) ( 1.09 %) ( 77 ) ( 0.22 %) Change in valuation allowances 8,787 6.28 % ( 1,632 ) ( 1.80 %) ( 913 ) ( 2.67 %) Foreign tax effects ​ ​ ​ ​ ​ ​ Canada ​ ​ ​ ​ ​ ​ Federal and provincial tax rate differences 992 0.71 % 286 0.32 % 207 0.60 % Non-taxable and non-deductible items 284 0.20 % 32 0.04 % 721 2.10 % Foreign exchange rate differences ( 321 ) ( 0.23 %) ( 330 ) ( 0.36 %) 1,231 3.59 % Change in valuation allowance ( 2,699 ) ( 1.93 %) ( 66 ) ( 0.07 %) ( 1,297 ) ( 3.79 %) Paraguay ​ ​ ​ ​ ​ ​ Income tax rate difference ( 123 ) ( 0.09 %) ( 100 ) ( 0.11 %) ( 119 ) ( 0.35 %) Non-taxable and non-deductible items ( 104 ) ( 0.07 %) ( 66 ) ( 0.07 %) ( 80 ) ( 0.23 %) Deferred tax benefits $ 2,572 ( 1.84 %) $ 2,779 ( 3.07 %) $ 5,034 ( 14.70 %) As at July 31, 2026 , the Company re-evaluated the realizability of its tax loss carry-forwards and concluded that the realization of these tax loss carry-forwards is not likely to occur. As a result, the Company continues to record a full valuation allowance for the deferred tax assets relating to the tax loss carry-forwards. F- 32 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2026 The Company’s deferred tax assets (liabilities) are as follows: ​ ​ July 31, 2026 ​ ​ July 31, 2025 ​ Deferred tax assets ​ ​ ​ ​ ​ ​ ​ ​ Inventories ​ $ 167 ​ ​ $ 296 ​ Mineral properties ​ ​ - ​ ​ ​ 60 ​ Depreciable property ​ ​ 1,435 ​ ​ ​ 1,085 ​ Investment in equity securities ​ ​ 5,957 ​ ​ ​ 1,953 ​ Exploration costs ​ ​ 14,976 ​ ​ ​ 9,098 ​ Stock option expense ​ ​ 3,622 ​ ​ ​ 2,985 ​ Section 163(j) interest expense carry-forwards ​ ​ 3,227 ​ ​ ​ 3,307 ​ Loss carry-forwards ​ ​ 96,524 ​ ​ ​ 83,499 ​ Asset retirement obligations ​ ​ 6,556 ​ ​ ​ 6,280 ​ ​ ​ ​ 132,464 ​ ​ ​ 108,563 ​ Valuation allowance ​ ​ ( 116,321 ) ​ ​ ( 96,976 ) ​ ​ ​ 16,143 ​ ​ ​ 11,587 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities ​ ​ ​ ​ ​ ​ ​ ​ Equity accounted for investment ​ ​ ( 3,266 ) ​ ​ ( 3,423 ) Mineral properties ​ ​ ( 69,540 ) ​ ​ ( 66,542 ) Other ​ ​ ( 2,487 ) ​ ​ ( 3,745 ) ​ ​ ​ ( 75,293 ) ​ ​ ( 73,710 ) Net deferred tax liabilities ​ $ ( 59,150 ) ​ $ ( 62,123 ) The Company’s U.S. net operating loss carry-forwards expire as follows: July 31, 2027 ​ $ 3,171 ​ July 31, 2028 ​ ​ 2,798 ​ July 31, 2029 ​ ​ 10,332 ​ July 31, 2030 ​ ​ 9,183 ​ July 31, 2031 ​ ​ 18,348 ​ Between July 31, 2032 and 2037 ​ ​ 127,698 ​ No expiry ​ ​ 260,078 ​ ​ ​ $ 431,608 ​ The Company has acquired U.S. companies in prior years that have U.S. federal net operating loss carry-forwards of approximately $ 180 million. The use of these losses is limited by Internal Revenue Code Section 382. Management estimates that $ 128 million of these losses will expire unused due to the restrictions imposed by Section 382. Accordingly, this amount is excluded from the $ 431 million of U.S. net operating loss carry-forwards disclosed above. The Company’s Canadian net operating loss carry-forwards in Canadian dollars expire as follows: July 31, 2027 $ 131 July 31, 2028 449 July 31, 2029 549 July 31, 2030 545 July 31, 2031 698 Remaining balance 14,143 $ 16,515 F- 33 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2026 NOTE 19: SEGMENT INFORMATION The Company’s operating segments consist of uranium exploration and mining activities in Wyoming, Texas, Saskatchewan and others, as well as a corporate segment engaged in investments and the trading of purchased uranium inventory. The Chief Executive Officer, who is also the Chief Operating Decision Maker (“CODM”), evaluates performance and allocates resources for all of the Company’s reportable segments based on income (loss) before income taxes. The CODM uses segment income (loss) before income taxes to allocate resources, including decisions related to capital investment in mining operations and potential expansion opportunities. The significant segment expenses reviewed by the CODM are consistent with the operating expense line items presented in the Company’s Consolidated Statements of Operations. The Company adopted ASU 2023 - 07, Segment Reporting (Topic 280 ), on August 1, 2024. The new segment reporting requirement is applied retrospectively to all prior periods presented in these consolidated financial statements. The tables below present financial information for each of the Company’s reportable segments. All intercompany transactions have been eliminated. Year ended July 31, 2026 Mining ​ ​ Statement of Operations Wyoming Texas Saskatchewan Others Corporate Total Sales $ - $ - $ - $ - $ 37,250 $ 37,250 Cost of sales - - - - ( 20,355 ) ( 20,355 ) Depreciation, amortization and accretion ( 5,126 ) ( 1,591 ) ( 181 ) ( 19 ) ( 4 ) ( 6,921 ) Other operating expenses (1) ( 64,067 ) ( 28,993 ) ( 17,494 ) ( 1,472 ) ( 31,095 ) ( 143,121 ) Other income (expenses): ​ ​ ​ ​ ​ ​ Interest expense and finance costs ( 1,444 ) ( 609 ) - ( 19 ) - ( 2,072 ) Gain from equity-accounted investment - - - - 7,086 7,086 Fair value loss on equity securities - - - - (17,510 ) (17,510 ) Loss on revaluation of subscription receipts - - - - ( 9,890 ) ( 9,890 ) Interest income - - - - 15,578 15,578 Other items 88 ( 38 ) 18 4 - 72 Loss before income taxes $ ( 70,549 ) $ ( 31,231 ) $ ( 17,657 ) $ ( 1,506 ) $ (18,940 ) $ ( 139,883 ) ​ ​ ​ ​ ​ ​ Capital additions $ 5,911 $ 3,213 $ 57 $ 83 $ - $ 9,264 Year ended July 31, 2025 Mining ​ ​ Statement of Operations Wyoming Texas Saskatchewan Others Corporate Total Sales $ - $ - $ - $ - $ 66,837 $ 66,837 Cost of sales - - - - ( 42,360 ) ( 42,360 ) Depreciation, amortization and accretion ( 3,485 ) ( 822 ) ( 151 ) ( 7 ) ( 9 ) ( 4,474 ) Other operating expenses (1) ( 42,895 ) ( 20,707 ) ( 8,491 ) ( 1,190 ) ( 20,041 ) ( 93,324 ) Other income (expenses): ​ ​ ​ ​ ​ ​ Interest expense and finance costs ( 1,046 ) - - ( 19 ) ( 381 ) ( 1,446 ) Income (loss) from equity-accounted investment - - - - ( 3,352 ) ( 3,352 ) Fair value loss on equity securities - - - - ( 18,051 ) ( 18,051 ) Gain on revaluation of derivative liabilities - - - - 1,706 1,706 Interest income - - 2 - 4,020 4,022 Other items (109 ) ( 290 ) 21 4 381 7 Income (loss) before income taxes $ ( 47,535 ) $ ( 21,819 ) $ ( 8,619 ) $ ( 1,212 ) $ ( 11,250 ) $ ( 90,435 ) ​ ​ ​ ​ ​ ​ Capital additions $ 191,826 $ 3,736 $ 273 $ 102 $ - $ 195,937 F- 34 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2026 Year ended July 31, 2024 Mining ​ ​ Statement of Operations Wyoming Texas Saskatchewan Others Corporate Total Sales and service revenue $ 224 $ - $ - $ - $ - $ 224 Cost of sales and services ( 187 ) - - - - ( 187 ) Depreciation, amortization and accretion ( 1,584 ) ( 500 ) ( 84 ) ( 4 ) ( 11 ) ( 2,183 ) Other operating expenses (1) ( 12,609 ) ( 12,208 ) ( 11,706 ) ( 903 ) ( 16,830 ) ( 54,256 ) Other income (expenses): ​ ​ ​ ​ ​ ​ Interest expense and finance costs ( 555 ) - - ( 19 ) ( 253 ) ( 827 ) Income (loss) from equity-accounted investment - - - - 1,017 1,017 Fair value gain on equity securities - - - - 27,505 27,505 Loss on revaluation of derivative liabilities - - - - ( 8,226 ) ( 8,226 ) Interest income - - 1 - 2,628 2,629 Other items (30 ) ( 204 ) 19 10 254 49 Income (loss) before income taxes $ ( 14,741 ) $ ( 12,912 ) $ ( 11,770 ) $ ( 916 ) $ 6,084 $ ( 34,255 ) ​ ​ ​ ​ ​ ​ Capital additions $ 646 $ 408 $ 2,281 $ 119 $ 3 $ 3,457 ( 1 ) Other operating expenses include mineral property expenditures, uranium refining and conversion project expenditures and general and administrative expenses. Geographic Information Long-lived assets (2) ​ July 31, 2026 ​ ​ July 31, 2025 ​ United States ​ $ 390,353 ​ ​ $ 384,779 ​ Canada ​ ​ 374,491 ​ ​ ​ 377,004 ​ Others ​ ​ 15,447 ​ ​ ​ 15,381 ​ ​ ​ $ 780,291 ​ ​ $ 777,164 ​ ( 2 ) Long-lived assets include mineral rights and properties and property, plant and equipment. F-35 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized. URANIUM ENERGY CORP. By: /s/ Amir Adnani Amir Adnani President and Chief Executive Officer (Principal Executive Officer) Date: September 28, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Amir Adnani Amir Adnani President, Chief Executive Officer (Principal Executive Officer) and Director Date: September 28, 2026 By: /s/ Josephine Man Josephine Man Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Date: September 28, 2026 By: /s/ Spencer Abraham Spencer Abraham Chairman of the Board of Directors Date: September 28, 2026 By: /s/ Vincent Della Volpe Vincent Della Volpe Director Date: September 28, 2026 By: /s/ David Kong David Kong Director Date: September 28, 2026 By: /s/ Trecia Canty Trecia Canty Director Date: September 28, 2026 By: /s/ Gloria Ballesta Gloria Ballesta Director Date: September 28, 2026