UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~September~~March 3031, ~~2025~~ 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number: 001-34487

LIGHTBRIDGE CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		91-1975651
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

11710 Plaza America Drive, Suite 2000, Reston, VA 20190

(Address of principal executive offices) ( Zip Code)

(571) 730-1200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:		Trading Symbol(s):		Name of Each Exchange on Which Registered:
Common Stock, $0.001 par value		LTBR		The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐ Accelerated Filer ☐ Non- accelerated Filer ☒ Smaller reporting company ☒ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the issuer’s common stock, as of ~~October~~April 3128, ~~2025~~2026 is as follows:

Class of Securities		Shares Outstanding
Common Stock, $0.001 par value		3235,~~371~~147,~~338~~061

LIGHTBRIDGE CORPORATION

FORM 10-Q

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026

		~~Page~~	Page
PART I - FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (unaudited)	3	3
	Unaudited Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	3
	Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025		3
	Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024	4
	Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025		4
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024	5
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025		5
	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024	7
	Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025		6
	Notes to Condensed Consolidated Financial Statements (unaudited)	8	7
	Forward-Looking Statements	19	14
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30	22
Item 4.	Controls and Procedures	30	22
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	31	23
Item 1A.	Risk Factors	31	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31	23
Item 3.	Defaults Upon Senior Securities	31	23
Item 4.	Mine Safety Disclosures	31	23
Item 5.	Other Information	32	23
Item 6.	Exhibits	32	24
SIGNATURES		33	25

Table of Contents

PART I-FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

LIGHTBRIDGE CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	March 31,			December 31,
	2025			2024
	2026			2025
ASSETS
Current Assets
Cash and cash equivalents	$	~~153~~215,~~330~~671,~~134~~445		$	39201,~~990~~862,~~827~~421
Prepaid expenses and other current assets		1,~~293~~465,~~501~~618			~~324~~712,~~378~~983
Total Current Assets		~~154~~217,~~623~~137,~~635~~063			40202,~~315~~575,~~205~~404
Other Assets
Prepaid project costs and other long-term assets		~~327~~1,~~148~~673,316			~~528~~1,~~805~~140,000
Trademarks		~~114~~127,~~982~~007			~~108~~119,~~865~~391
Total Assets	$	~~155~~218,~~065~~937,~~765~~386		$	40203,~~952~~834,~~875~~795
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	1,~~560~~291,~~097~~564		$	~~424~~847,~~585~~451
Total Current Liabilities		1,~~560~~291,~~097~~564			~~424~~847,~~585~~451
Commitments and contingencies - Note 5
Stockholders’ Equity
Preferred stock, $0.001 par value, 10,000,000 authorized shares, no shares issued and outstanding at September 30, 2025 and December 31, 2024		—			—
Preferred stock, $0.001 par value, 10,000,000 authorized shares, no shares issued and outstanding at March 31, 2026 and December 31, 2025		—			—
Common stock, $0.001 par value, 100,000,000 authorized, 30,384,981 shares and 18,783,912 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		30,385			18,784
Common stock, $0.001 par value, 100,000,000 authorized shares, 35,000,312 shares and 33,407,495 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively		35,000			33,407
Additional paid-in capital		~~330~~407,~~050~~720,~~816~~844			~~204~~386,~~694~~719,~~348~~120
Accumulated deficit		(~~176~~190,~~575~~110,~~533~~022	)		(~~164~~183,~~184~~765,~~842~~183	)
Total Stockholders’ Equity		~~153~~217,~~505~~645,~~668~~822			40202,~~528~~987,~~290~~344
Total Liabilities and Stockholders’ Equity	$	~~155~~218,~~065~~937,~~765~~386		$	40203,~~952~~834,~~875~~795
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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

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LIGHTBRIDGE CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2025			2024			2025			2024
	2026			2025
Operating Expenses
Revenue	$	—		$	—
General and administrative	$	3,164,343		$	1,676,209		$	9,146,989		$	5,626,567
Operating Expenses
Research and development		2,039,857			1,298,601			5,345,635			3,232,036
General and administrative		4,334,520			3,480,010
Total Operating Expenses		5,204,200			2,974,810			14,492,624			8,858,603
Research and development		3,347,627			1,665,913
Operating Loss		(5,204,200	)		(2,974,810	)		(14,492,624	)		(8,858,603	)
Total Operating Expenses		7,682,147			5,145,923
Other Income
Operating Loss		(7,682,147	)		(5,145,923	)
Interest income		1,104,955			318,649			2,101,933			1,008,224
Other Income
Total Other Income		1,104,955			318,649			2,101,933			1,008,224
Interest income		1,337,308			374,911
Net Loss Before Income Taxes		(4,099,245	)		(2,656,161	)		(12,390,691	)		(7,850,379	)
Total Other Income		1,337,308			374,911
Income taxes		—			—			—			—
Net Loss Before Income Taxes		(6,344,839	)		(4,771,012	)
Net Loss	$	(4,099,245	)	$	(2,656,161	)	$	(12,390,691	)	$	(7,850,379	)
Income taxes		—			—
Net Loss Per Common Share
Net Loss	$	(6,344,839	)	$	(4,771,012	)
Basic and diluted	$	(0.16	)	$	(0.19	)	$	(0.55	)	$	(0.57	)
Net Loss Per Common Share
Weighted Average Number of Common Shares Outstanding
Basic and diluted	$	(0.20	)	$	(0.24	)
Basic and diluted		25,624,598			14,189,787			22,498,638			13,871,756
Weighted Average Number of Common Shares Outstanding		32,043,868			19,547,312
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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

Table of Contents

LIGHTBRIDGE CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, 2026 AND 2025

							Additional						Total
	Common Stock						Paid-in			Accumulated			Stockholders’
	Shares			Amount			Capital			Deficit			Equity
Balance – June 30, 2025		25,545,488		$	25,545		$	270,225,336		$	(172,476,288	)	$	97,774,593
Balance - January 1, 2025		18,783,912		$	18,784		$	204,694,348		$	(164,184,842	)	$	40,528,290
Issuance of restricted share awards		1,110,000			1,110			(1,110	)		—			—
Issuance of restricted shares		57,940			58			(58	)		—			—
Shares issued - registered offerings - net of offering costs and commissions of $1,986,689		3,612,403			3,613			57,324,913			—			57,328,526
Share settlement for withholding taxes paid upon vesting of restricted stock awards		(25,148	)		(25	)		(194,853	)		—			(194,878	)
Shares issued to consultants and directors for services		20,949			21			314,979			—			315,000
Shares issued - registered offerings - net of offering costs of $657,914		2,605,619			2,605			20,210,590			—			20,213,195
Shares issued through the exercise of options		96,141			96			610,323			—			610,419
Shares issued upon the exercise of options		45,934			46			220,651			—			220,697
Stock-based compensation		—			—			1,576,375			—			1,576,375
Stock-based compensation for shares issued to consultants and directors		89,086			89			29,911			—			30,000
Net loss for the three months ended September 30, 2025		—			—			—			(4,099,245	)		(4,099,245	)
Stock-based compensation for equity awards		—			—			1,295,181			—			1,295,181
Balance – September 30, 2025		30,384,981		$	30,385		$	330,050,816		$	(176,575,533	)	$	153,505,668
Net loss		—			—			—			(4,771,012	)		(4,771,012	)
Balance - March 31, 2025		21,557,343		$	21,557		$	226,255,770		$	(168,955,854	)	$	57,321,473

							Additional						Total
	Common Stock						Paid-in			Accumulated			Stockholders’
	Shares			Amount			Capital			Deficit			Equity
Balance - December 31, 2024		18,783,912		$	18,784		$	204,694,348		$	(164,184,842	)	$	40,528,290
Balance - January 1, 2026		33,407,495		$	33,407		$	386,719,120		$	(183,765,183	)	$	202,987,344
Issuance of restricted share awards		1,467,940			1,468			(1,468	)		—			—
Issuance of restricted shares		231,418			231			(231	)		—			—
Net share settlement for withholding taxes paid upon vesting of restricted stock awards		(29,440	)		(29	)		(234,592	)		—			(234,621	)
Shares issued - registered offerings - net of offering costs of $628,143		1,360,213			1,361			18,585,687			—			18,587,048
Shares issued - registered offerings - net of offering costs and commissions of $4,207,920		9,854,669			9,854			120,441,594			—			120,451,448
Stock-based compensation for shares issued to consultants		1,186			1			14,999			—			15,000
Shares issued to consultants and directors for services		112,045			112			344,888			—			345,000
Stock-based compensation for equity awards		—			—			2,401,269			—			2,401,269
Shares issued through the exercise of options		195,855			196			1,243,598			—			1,243,794
Net loss		—			—			—			(6,344,839	)		(6,344,839	)
Stock-based compensation		—			—			3,562,448			—			3,562,448
Balance - March 31, 2026		35,000,312		$	35,000		$	407,720,844		$	(190,110,022	)	$	217,645,822
Net loss for the nine months ended September 30, 2025		—			—			—			(12,390,691	)		(12,390,691	)
Balance – September 30, 2025		30,384,981		$	30,385		$	330,050,816		$	(176,575,533	)	$	153,505,668

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

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LIGHTBRIDGE CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF ~~CHANGES~~CASH ~~IN STOCKHOLDERS’ EQUITY~~ FLOWS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

	Three Months Ended March 31,
	2026			2025
Operating Activities
Net Loss	$	(6,344,839	)	$	(4,771,012	)

Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		2,497,269			1,355,181

Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(827,635	)		(266,889	)
Prepaid project costs and other long-term assets		(533,316	)		(173,757	)
Accounts payable and accrued liabilities		438,113			556,624
Net Cash Used in Operating Activities		(4,770,408	)		(3,299,853	)

Investing Activities
Trademarks		(7,616	)		—
Net Cash Used in Investing Activities		(7,616	)		—

Financing Activities
Proceeds from sale of common stock in public offerings		19,215,191			20,871,109
Issuance costs related to sale of common stock in public offerings		(628,143	)		(657,914	)
Net proceeds from the exercise of stock options		—			220,697
Payments for taxes related to net share settlement of equity awards		—			(194,878	)
Net Cash Provided by Financing Activities		18,587,048			20,239,014

Net Increase in Cash and Cash Equivalents		13,809,024			16,939,161
Cash and Cash Equivalents, Beginning of Period		201,862,421			39,990,827
Cash and Cash Equivalents, End of Period	$	215,671,445		$	56,929,988

					Additional					Total
	Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Equity
Balance - June 30, 2024		14,591,477	$	14,591	$	184,599,393	$	(157,591,994	)	$	27,021,990
Shares issued - registered offerings - net of offering costs and commissions of $123,694		608,690		609		1,511,132		—			1,511,741
Shares issued to consultants for services		76,164		76		194,924		—			195,000
Stock-based compensation		—		—		388,477		—			388,477
Net loss for the three months ended September 30, 2024		—		—		—		(2,656,161	)		(2,656,161	)
Balance – September 30, 2024		15,276,331	$	15,276	$	186,693,926	$	(160,248,155	)	$	26,461,047

							Additional						Total
	Common Stock						Paid-in			Accumulated			Stockholders’
	Shares			Amount			Capital			Deficit			Equity
Balance - December 31, 2023		13,698,274		$	13,698		$	181,295,125		$	(152,397,776	)	$	28,911,047
Shares issued - registered offerings - net of offering costs and commissions of $421,657		1,436,821			1,437			3,714,928			—			3,716,365
Shares issued to consultants and directors for services		145,370			145			464,855			—			465,000
Net share settlement for withholding taxes paid upon vesting of restricted stock awards		(4,134	)		(4	)		(10,579	)		—			(10,583	)
Stock-based compensation		—			—			1,229,597			—			1,229,597
Net loss for the nine months ended September 30, 2024		—			—			—			(7,850,379	)		(7,850,379	)
Balance – September 30, 2024		15,276,331		$	15,276		$	186,693,926		$	(160,248,155	)	$	26,461,047

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

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LIGHTBRIDGE CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months EndedSeptember 30,
	2025			2024
Operating Activities
Net Loss	$	(12,390,691	)	$	(7,850,379	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		3,746,642			1,280,403
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(808,317	)		(37,665	)
Prepaid project costs and other long-term assets		201,657			10,125
Accounts payable and accrued liabilities		1,135,512			928,240
Net Cash Used in Operating Activities		(8,115,197	)		(5,669,276	)
Investing Activities
Trademarks		(6,117	)		—
Net Cash Used in Investing Activities		(6,117	)		—
Financing Activities
Gross proceeds from the issuances of common stock under the ATM program		124,659,368			4,138,022
Payment of offering costs and commissions		(4,207,920	)		(421,657	)
Net proceeds from the exercise of stock options		1,243,794			—
Payments for taxes related to net share settlement of equity awards		(234,621	)		(10,583	)
Net Cash Provided by Financing Activities		121,460,621			3,705,782
Net Increase (Decrease) in Cash and Cash Equivalents		113,339,307			(1,963,494	)
Cash and Cash Equivalents, Beginning of Period		39,990,827			28,598,445
Cash and Cash Equivalents, End of Period	$	153,330,134		$	26,634,951
Supplemental Disclosure of Cash Flow Information
Cash paid during the period:
Interest paid	$	—		$	—
Income taxes paid	$	—		$	—
Non-Cash Financing Activities:
Payment of accrued liabilities with common stock	$	15,000		$	15,000
Common stock issued for prepaid consulting services	$	300,000		$	180,000
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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LIGHTBRIDGE CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. ~~Nature of Operations,~~ Basis of Presentation, Summary of Significant Accounting Policies, and Recent Accounting Pronouncements

~~Nature of Operations and~~ Basis of Presentation

~~When~~The ~~used~~accompanying inunaudited ~~these~~condensed ~~notes,~~consolidated financial statements include the ~~terms~~accounts “of Lightbridge,” “Corporation (Lightbridge or the Company) and the Company’s wholly-owned subsidiary,” ~~“we~~Thorium Power,” ~~“us”~~Inc. or(TPI), ~~“our”~~a ~~mean~~Delaware ~~Lightbridge~~corporation. ~~Corporation~~TPI is inactive, and all ~~entities~~significant ~~included~~intercompany intransactions ~~the~~and ~~condensed~~balances ~~consolidated~~have ~~financial~~been ~~statements~~eliminated in consolidation.

The ~~Company~~accompanying ~~was~~unaudited ~~formed~~condensed onconsolidated ~~October~~financial 6,statements ~~2006,~~have ~~when~~been ~~Thorium~~prepared ~~Power, Ltd., which was incorporated~~ in ~~the~~accordance ~~state of Nevada on February 2, 1999, merged~~ with ~~Thorium~~the ~~Power,~~rules ~~Inc.~~and ~~(TPI),~~regulations ~~which was incorporated in the state~~ of ~~Delaware on January 8, 1992. On September 29, 2009,~~ the ~~Company~~Securities ~~changed its name from Thorium Power, Ltd. to Lightbridge Corporation~~ and ~~began~~Exchange ~~its~~Commission ~~focus~~(SEC) ~~on developing~~ and ~~commercializing~~do ~~metallic~~not ~~nuclear~~contain ~~fuels.~~certain ~~The~~information ~~Company~~included isin athe ~~nuclear fuel technology company developing its nuclear fuel. The~~ Company’s ~~views~~annual ~~its~~financial ~~operations~~statements and ~~manages its business as one business segment, which is the development and commercialization of its nuclear fuel~~notes. These ~~unaudited condensed consolidated~~ financial statements ~~include~~should ~~the~~be ~~accounts~~read ofin ~~the~~conjunction ~~Company,~~with ~~and~~ the Company’s ~~wholly-owned~~audited ~~subsidiaries,~~consolidated ~~TPI,~~financial astatements ~~Delaware~~for ~~corporation,~~the ~~and~~year ~~Lightbridge~~ended ~~International~~December ~~Holding LLC~~31, a2025 ~~Delaware~~included ~~limited~~in ~~liability~~the ~~company.~~Company’s ~~These~~Annual ~~wholly-owned~~Report ~~subsidiaries~~on ~~are~~Form ~~inactive,~~10-K ~~and~~filed ~~all~~with ~~significant~~the ~~intercompany~~SEC ~~transactions~~on ~~and~~February ~~balances~~26, ~~have been eliminated in consolidation~~2026.

~~The~~In ~~accompanying~~the ~~unaudited~~opinion ~~condensed consolidated financial statements~~ of ~~Lightbridge and its subsidiaries have been prepared in accordance with~~ the ~~rules~~management ~~and regulations~~ of the ~~Securities and Exchange Commission~~Company, orall ~~the SEC~~adjustments, ~~including~~which ~~the~~are instructions to Form 10-Q and Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of ~~America (GAAP), including~~ a ~~summary~~normal ofrecurring ~~the Company’s significant accounting policies~~nature, ~~have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and footnotes~~ necessary for ~~comprehensive~~a ~~condensed~~fair ~~consolidated~~statement ~~financial~~of ~~statements and should be read in conjunction with~~ the ~~audited~~results ~~consolidated financial statements~~ for the ~~year~~three-month ~~ended~~period ~~December~~have ~~31,~~been ~~2024,~~made. ~~included~~Results infor the ~~Company’s~~interim ~~Annual~~period ~~Report~~presented onare ~~Form~~not ~~10-K~~necessarily ~~for~~indicative of the ~~year~~results ~~ended~~that ~~December~~might ~~31,~~be ~~2024~~expected ~~filed~~for ~~with~~ the ~~SEC~~entire onfiscal ~~March 3, 2025~~year.

InCertain ~~the~~amounts ~~opinion~~in of the ~~management~~prior ofyear ~~the~~have ~~Company,~~been ~~all~~reclassified ~~adjustments,~~to ~~which~~conform ~~are~~with ofthe acurrent ~~normal~~year ~~recurring~~presentation. ~~nature,~~These ~~necessary~~reclassifications ~~for~~had ano ~~fair~~impact ~~statement~~on of the ~~results~~previously ~~for~~reported ~~the~~balance ~~three~~sheets, ~~and~~statements ~~nine-month~~of ~~periods~~operations, ~~have~~statements ~~been~~of ~~made.~~changes ~~Results~~in ~~for~~stockholders’ ~~the~~equity, ~~interim~~or ~~periods~~changes ~~presented~~in ~~are~~net ~~not~~cash ~~necessarily~~provided ~~indicative~~by of(used ~~the~~in) ~~results~~operating, ~~that~~investing, ~~might~~or befinancing ~~expected~~activities ~~for~~on the ~~entire~~statements ~~fiscal~~of ~~year~~cash flows.

Summary of Significant Accounting Policies

~~Fair~~There ~~Value~~have ofbeen ~~Financial~~no ~~Instruments~~significant changes in the Company’s accounting policies since December 31, 2025.

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

Accounting Standards Codification (ASC), Fair Value Measurement (ASC 820), established a fair value hierarchy that prioritizes the inputs used to measure fair value. Assets and liabilities measured at fair value were categorized based on whether the inputs are observable in the market and the degree that the inputs are observable. The hierarchy gives the highest priority to active markets for identical assets and liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The categorization of financial instruments within the valuation hierarchy was based on the lowest level of input that is significant to the fair value measurement. At the end of the reporting period, the Company reviews U.S. treasury instruments held to determine whether the securities are of the most recent issuance of that security with the same maturity (referred to as “on-the-run”, which is the most liquid version of the maturity band). If a U.S. treasury instrument held at the end of the reporting period was from the most recent issuance it is classified as level 1, otherwise it is referred to as “off-the-run” and is classified as level 2. The three levels of the fair value hierarchy were as follows:

Level 1 - Observable inputs such as quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices that were observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that were not active and inputs other than quoted prices that were observable for the asset or liability; and

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

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For disclosure purposes, assets and liabilities were classified in their entirety in the fair value hierarchy level based on the lowest level of input that was significant to the overall fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may have affected the placement within the fair value hierarchy levels.

At period-end, the Company evaluates U.S. Treasury instruments held to determine whether they are:

	·	“On-the-run”: Securities from the most recent auction with active market pricing, classified as Level 1
	·	“Off-the-run”: Securities from prior auctions with observable inputs but less liquidity, classified as Level 2

Although U.S. Treasury instruments held as cash equivalents have short maturities (typically 30–90 days) and cost closely approximates fair value, fair value disclosures are presented in accordance with ASC 820 and ASC 320 guidance.

The Company’s financial instruments consisted principally of cash and cash equivalents, accounts payable and accrued liabilities. The carrying amounts of cash, accounts payable and accrued liabilities are considered to be Level 1 measurements, because of the short-term nature of those instruments. Cash equivalents are primarily composed of U.S. Treasury instruments having maturity dates of 30 to 90 days. The Company purchased $116.7 million of U.S. Treasury instruments during the nine months ended September 30, 2025.

The following table summarized the valuation of the Company’s financial instruments that fell within the fair value hierarchy (rounded in millions) at September 30, 2025:

	Level I		Level II		Level III
Cash and cash equivalents	$	56.6	$	96.7	$	—
Accounts payable and accrued liabilities	$	1.6	$	—	$	—

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

	Level I		Level II		Level III
Cash and cash equivalents	$	40.0	$	—	$	—
Accounts payable and accrued liabilities	$	0.4	$	—	$	—

Certain Risks and Uncertainties

~~The~~Based ~~Company’s~~on ~~cash and cash equivalents are sufficient to pay for~~ the Company’s ~~research~~cash ~~and~~position ~~development~~as ~~(R&D) and operations for the next year. However, given the long-term nature~~ of ~~the~~March ~~R&D activities that are expected to be necessary prior to commercialization~~31, ~~the~~2026 ~~Company will need additional funding~~ and~~/or~~ ~~in-kind~~current ~~support~~operating ~~via a combination of strategic alliances~~plans, ~~government~~management ~~grants,~~believes ~~commercial~~the ~~loans,~~Company ~~further~~has ~~offerings~~sufficient ofcapital ~~equity securities, or an offering of debt securities in order~~ to ~~support~~fund ~~its~~operations ~~future~~for ~~R&D~~at ~~activities~~least ~~required~~12 tomonths ~~further~~from ~~enhance and complete~~ the ~~development~~issuance ~~and commercialization~~ of ~~its~~these ~~fuel~~financial ~~products~~statements.

~~There~~Beyond ~~can~~this beperiod, ~~no assurance that~~ the Company will beneed ~~able~~additional tofunding ~~successfully~~and/or ~~continue~~in-kind tosupport ~~conduct~~via ~~its operations if there is~~ a ~~lack~~combination of ~~financial~~strategic ~~resources available in the future to continue its fuel development activities~~alliances, ~~and~~government ~~a failure to do so would have a material adverse effect on the Company’s future R&D activities~~grants, ~~financial~~further ~~position,~~offerings ~~results~~ of ~~operations,~~equity ~~and cash flows. Also~~securities, ~~the~~or ~~success~~an ofoffering ~~the Company’s operations will be subject to other numerous contingencies, some~~ of ~~which~~debt ~~are~~securities beyond management’s control. These contingencies include general and regional economic conditions, contingent liabilities, potential competition with other nuclear fuel developers, including those entities developing accident tolerant fuels, changes in ~~government~~order ~~regulations, risks related~~ to ~~the R&D of the Lightbridge Fuel™, regulatory approval of the Company’s fuel,~~ support ~~for~~its ~~nuclear~~future ~~power,~~research ~~changes in accounting~~ and ~~taxation~~development ~~standards, inability to achieve overall short-term and long-term~~ (R&D) ~~milestones~~activities ~~toward~~required ~~commercialization,~~to ~~future~~further ~~impairment~~enhance ~~charges~~and tocomplete the ~~Company’s~~development ~~assets,~~ and ~~global~~commercialization orof ~~regional~~its ~~catastrophic~~fuel ~~events~~products. ~~The Company may also be subject to various additional political, economic, and other uncertainties.~~

~~The~~There can be no assurance that the Company iswill ~~engaged~~be inable ~~significant~~to ~~R&D~~successfully ~~activities~~continue to ~~advance~~conduct its ~~nuclear~~operations ~~fuel~~if ~~technology~~there atis ~~Idaho~~a ~~National~~lack ~~Laboratory~~of ~~(INL).~~financial ~~For~~resources available in the ~~three~~future ~~and~~to ~~nine~~continue ~~months~~its ~~ended~~fuel ~~September~~development 30activities, ~~2025,~~and a failure to do so would have a material adverse effect on the Company’s future R&D ~~expenses~~activities, ~~associated~~financial ~~with~~position, ~~activities~~results ~~conducted~~of atoperations, ~~INL~~and ~~accounted~~cash ~~for~~flows. ~~41%~~Also, ~~and~~the ~~45%~~success of the Company’s ~~total~~operations ~~R&D~~is ~~expenditure~~subject to numerous other contingencies, ~~respectively~~some of which are beyond management’s control. ~~For~~These ~~the~~contingencies ~~three~~include general and ~~nine~~regional ~~months~~economic ~~ended~~conditions, ~~September~~contingent 30liabilities, ~~2024~~potential competition with other nuclear fuel developers, ~~R&D~~including ~~expenses~~those ~~associated~~entities ~~with~~developing ~~activities~~accident ~~conducted~~tolerant atfuels, changes in government regulations, risks related to the ~~INL~~R&D ~~accounted~~of ~~for~~our ~~32%~~nuclear ~~and~~fuel, ~~36%~~regulatory approval of the Company’s ~~total~~fuel, ~~R&D~~support ~~expenditure~~for nuclear power, ~~respectively.~~changes ~~The~~in ~~Company~~accounting ~~currently~~and ~~relies~~taxation onstandards, ~~INL~~inability ~~for~~to ~~developing,~~achieve ~~testing~~overall short-term and ~~evaluating~~long-term ~~its~~R&D ~~nuclear~~milestones ~~fuel.~~toward ~~Any~~commercialization, ~~disruption~~including inthe ~~access~~scale-up toof ~~INL~~the Company’s ~~resources,~~nuclear ~~including~~fuel ~~changes~~technology inand ~~government~~production ~~policies~~capabilities, ~~facility~~future ~~downtime,~~impairment ~~regulatory~~charges ~~constraints,~~to orthe ~~unforeseen~~Company’s ~~operational~~assets, ~~challenges~~and ~~could~~global ~~have~~or aregional ~~material~~catastrophic ~~adverse~~events. ~~effect~~The onCompany ~~the~~may ~~Company’s~~also ~~current~~be ~~ability~~subject to ~~advance~~various ~~its~~additional ~~R&D~~political, ~~activities~~economic, and other uncertainties.

9The ~~Table~~Company is engaged in significant R&D activities to advance its nuclear fuel technology at Idaho National Laboratory (INL). For the three months ended March 31, 2026 and 2025, R&D expenses associated with activities conducted at INL accounted for approximately 24% and 47% of ~~Contents~~the Company’s total R&D expenditure, respectively. The Company currently primarily relies on INL for developing, testing, and evaluating its nuclear fuel. Any disruption in access to INL’s resources, including changes in government policies, facility downtime, regulatory constraints, or unforeseen operational challenges could have a material adverse effect on the Company’s current ability to advance its R&D activities.

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Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. ~~2023~~2024-0903, Income ~~Taxes~~Statement ~~(Topic~~- ~~740):~~Reporting ~~Improvements~~Comprehensive to Income ~~Tax~~- ~~Disclosures,~~Expense ~~was~~Disaggregation ~~issued~~Disclosures by(Subtopic ~~the~~220-40): ~~Financial~~Disaggregation ~~Accounting~~of ~~Standards~~Income ~~Board~~Statement Expenses (~~FASB~~ASU 2024-03), inwhich ~~December~~required ~~2023.~~disclosure ~~This~~of ~~guidance~~certain ~~enhances~~costs ~~income~~and ~~tax~~expenses ~~disclosure~~on ~~requirements~~an byinterim ~~mandating~~and ~~the~~annual ~~disclosure~~basis ~~of (1) specific categories~~ in the ~~rate~~notes ~~reconciliation,~~to ~~(2)~~the ~~income~~consolidated orfinancial ~~loss~~statements. ~~from~~The ~~continuing~~guidance ~~operations~~is ~~before~~effective ~~income~~for ~~taxes,~~annual ~~disaggregated~~reporting ~~between~~periods ~~domestic~~beginning ~~and~~after ~~foreign~~December 15, 2026 and ~~(3)~~interim ~~income~~periods ~~tax~~within ~~expense~~annual orreporting ~~benefit~~periods ~~from~~beginning ~~continuing~~after ~~operations~~December 15, ~~disaggregated~~2027. byEarly ~~federal,~~adoption ~~state,~~is ~~and foreign~~permitted. The ~~ASU~~guidance ~~also~~is ~~requires~~to ~~disclosure~~be ofapplied ~~income~~either ~~tax~~(1) ~~payments~~prospectively to ~~federal,~~financial ~~state,~~statements ~~local,~~issued ~~and~~for ~~foreign~~reporting ~~jurisdictions,~~periods ~~among~~after ~~other~~the ~~changes. The standard is~~ effective ~~for~~date ~~annual~~or ~~periods~~(2) ~~beginning~~retrospectively ~~after~~to ~~December~~any ~~15,~~or ~~2024,~~all ~~and~~prior ~~will~~periods bepresented ~~adopted~~in by the ~~Company~~financial ~~as permitted~~statements. The Company is currently evaluating the potential impact of ~~the~~adopting ~~adoption of~~ this new guidance on ~~its~~the consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03), which requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the consolidated financial statements. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements and related disclosures.

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

Note 2. ~~Net~~Fair ~~Loss~~Value ~~Per Share~~Measurements

~~Basic~~The ~~net~~Company’s ~~loss~~financial ~~per~~instruments ~~share~~consist isprincipally ~~computed~~of ~~using~~cash ~~the~~and ~~weighted-average~~cash ~~number~~equivalents, ofaccounts ~~common~~payable, ~~shares~~and ~~outstanding~~accrued ~~during~~liabilities. ~~the~~The ~~reporting~~carrying ~~period~~amounts of cash, ~~except~~accounts ~~that~~payable, itand ~~does~~accrued ~~not~~liabilities ~~include~~are ~~unvested~~considered ~~common~~to ~~shares~~be ~~subject~~Level to1 ~~repurchase~~measurements, orbecause ~~cancellation~~of the short-term nature of those instruments. ~~Diluted~~At ~~net~~March ~~loss~~31, ~~per~~2026 ~~share~~and isDecember ~~computed~~31, ~~using~~2025, the ~~weighted-average~~Company ~~number~~held ofcash ~~common~~balances ~~shares~~totaling $63.3 million and, if$199.5 ~~dilutive~~million, ~~potential~~respectively, ~~common~~in ~~shares~~excess ~~outstanding~~of ~~during~~ the ~~period~~federally insured limits of $250,000. ~~Potential~~The ~~common~~Company ~~shares~~deemed ~~consist~~this credit risk not to be significant as cash in excess of the ~~incremental~~federally ~~common~~insured ~~shares~~limits ~~issuable~~was ~~upon~~held ~~the~~by ~~exercise~~a ofprominent ~~stock~~financial ~~options.~~institution during these periods.

~~The~~Cash ~~outstanding~~equivalents ~~securities~~are ~~noted~~primarily ~~below~~composed ~~have~~of ~~been~~U.S. ~~excluded~~Treasury ~~from~~instruments ~~the~~having ~~computation~~maturity dates of ~~diluted~~30-90 ~~weighted~~days. ~~shares~~At ~~outstanding~~March ~~for~~31, ~~the~~2026 ~~three~~ and ~~nine~~December ~~months ended September 30~~31, 2025 ~~and 2024~~, ~~as they would have been anti-dilutive due to~~ the Company’s ~~losses~~held atU.S. ~~September~~Treasury ~~30,~~bills ~~2025~~with ~~and~~an ~~2024~~amortized ~~and~~cost ~~also~~basis ~~because the exercise price~~ of ~~certain~~$151.9 ofmillion ~~these~~and ~~outstanding~~$2.0 ~~securities~~million, ~~was~~respectively, ~~greater~~on ~~than~~its ~~the~~balance ~~average closing price of the Company’s common stock~~sheet.

	Three and Nine Months Ended
	September 30,
	2025		2024
Stock options outstanding		263,630		547,362
Restricted stock awards (RSAs) outstanding		2,113,036		545,992
Total		2,376,666		1,093,354

The Company reviewed its U.S. Treasury instruments held at the end of each reporting period to determine whether the securities were of the most recent issuance of that security with the same maturity (referred to as “on-the-run,” which is the most liquid version of the maturity band). If a U.S. Treasury instrument held at the end of the reporting period is from the most recent issuance, it is classified as Level 1. Otherwise, it is referred to as “off-the-run” and is classified as Level 2.

~~Note~~The 3.following ~~Prepaid~~table ~~Project~~summarizes ~~Costs~~the ~~and~~valuation ~~Other~~of ~~Long-Term~~the ~~Assets~~Company’s cash equivalents within the fair value hierarchy (in millions) at March 31, 2026:

In 2022, the Company entered into two agreements with INL, in collaboration with the Department of Energy (DOE), to support the development of Lightbridge Fuel™. At the time of signing, the Company made advance payments for future project work totaling $0.4 million to Battelle Energy Alliance, LLC (BEA), the DOE’s operating contractor for INL. In May 2023, the Company and INL modified the agreements to extend the contract term to May 2029, aligning it with the duration of the irradiation testing, and increasing the advance payments by $0.1 million to a total of $0.5 million.

		Level 1				Level 2				Level 3
Cash equivalents		$	10.0			$	141.9			$	—

AsThe offollowing ~~September~~table ~~30,~~summarizes ~~2025,~~the ~~and~~valuation ~~December~~of ~~31, 2024,~~ the Company’s ~~prepaid~~cash ~~project~~equivalents ~~costs~~within ~~were~~the ~~$0.3~~fair ~~million~~value ~~and~~hierarchy ~~$0.5~~(in ~~million~~millions) at December 31, ~~respectively.~~2025:

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		Level 1				Level 2				Level 3
Cash equivalents		$	—			$	2.0			$	—

Note 3. Prepaids and Other Assets

Prepaid expenses and other current assets consist of the following (in millions):

	March 31,		December 31,
	2026		2025
Advance payments to BEA	$	0.1	$	0.1
Prepaid insurance		0.6		0.1
Prepaid project development costs		0.3		—
Other		0.5		0.5
Prepaid expenses and other current assets	$	1.5	$	0.7

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Prepaid project costs and other long-term assets consist of the following (in millions):

	March 31,		December 31,
	2026		2025
Advance payments to BEA	$	1.4	$	1.1
Prepaid project development costs		0.1		—
Other		0.2		—
Prepaid project costs and other long-term assets	$	1.7	$	1.1

In 2022, the Company entered into two agreements with Battelle Energy Alliance, LLC (BEA), the Department of Energy’s (DOE) operating contractor for INL, to support the development of Lightbridge Fuel™. Under these agreements, as modified from time to time, the Company may make advance payments to support specific contracted project work. These advance payments are recorded as prepaid assets on the balance sheet, and classified as short-term or long-term, depending on the associated performance period remaining. As of March 31, 2026 and December 31, 2025, we had total short-term and long-term advance payments to BEA of $1.5 million and $1.2 million, respectively.

As of March 31, 2026, we had an additional $0.4 million of total short-term and long-term prepaid R&D project development costs related to cladding, critical heat flux testing, and a feasibility study for an expandable fuel facility, which are each classified on the balance sheet as short-term or long-term depending on their estimated project completion date.

Note 4. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consist of the following (~~rounded~~ in millions):

	September 30,		December 31,
	March 31,		December 31,
	2025		2024
	2026		2025
Trade payables	$	0.5	$	0.26
Accrued research and development expenses		—0.2		0.1
Accrued bonus		0.94		—
Accrued professional and consulting fees		0.2		0.1
Accrued legal and consulting expenses		0.2		0.1
Total	$	1.63	$	0.48

Note 5. Commitments and Contingencies

~~Operating~~The ~~Leases~~Company has entered into initial project task statements (PTSs) with BEA related to R&D work being conducted under the Strategic Partnership Project Agreement (SPPA) and Cooperative Research and Development Agreement (CRADA) at INL. Performance of work under these agreements may be terminated at any time by either party, without any liability, after the effective date of termination, upon giving a thirty-day written notice under the SPPA and a sixty-day written notice under the CRADA. In the event of termination, the Company shall be responsible for BEA’s costs (including the closeout costs) through the effective date of termination, but in no event shall the Company’s cost responsibility exceed the total estimated cost stated in each PTS and any subsequent modification to the PTS.

~~The~~As ~~Company~~of ~~leased~~March ~~office~~31, ~~space~~2026, ~~for~~the aaggregate ~~12-month~~funding ~~term~~commitment ~~from~~remaining ~~January~~under 1,the ~~2025~~Company’s ~~through~~PTSs ~~December~~with 31BEA, ~~2025~~if ~~with~~and awhen ~~monthly~~incurred, ~~payment~~would ofnot ~~approximately~~exceed $~~8,000~~13.5 ~~The~~million. ~~future~~Actual ~~minimum~~expenditures ~~lease~~may ~~payments~~differ ~~required~~from ~~under~~this ~~the~~amount ~~non-cancellable~~based ~~operating~~on ~~leases~~the ~~for~~scope ~~2025~~and ~~total~~timing ~~approximately~~of ~~$24,000.~~work ~~Total~~performed ~~rent~~through ~~expense~~the ~~for~~issuance ~~the~~of ~~three~~additional ~~and~~PTSs ~~nine~~to ~~months~~BEA. ~~ended~~In ~~September~~April 302026, ~~2025~~the ~~was~~Company ~~approximately~~entered ~~$25,000~~into ~~and~~SPPA ~~$75,000,~~PTS ~~respectively~~No. ~~Total~~6 ~~rent~~with ~~expense~~BEA, ~~for~~with ~~the~~an ~~three~~estimated ~~and~~total ~~nine~~cost ~~months~~of ~~ended~~approximately ~~September~~$4.6 ~~30,~~million ~~2024~~(see ~~was~~Note ~~approximately~~10. ~~$24,000~~Subsequent ~~and~~Events ~~$73,000,~~to ~~respectively~~the unaudited condensed consolidated financial statements).

Note 6. ~~Research~~Stockholders’ ~~and Development Costs~~Equity

~~INL~~At ~~Project~~March 31, 2026 and December 31, 2025, the Company had 35,000,312 and 33,407,495 common shares outstanding, respectively (including outstanding restricted stock awards (RSAs) and performance-based restricted stock awards (PSAs) totaling 2,302,574 and 2,090,946 shares, respectively). No preferred shares were outstanding at March 31, 2026 and December 31, 2025.

In9 ~~2022,~~Table ~~Lightbridge entered into agreements with BEA, to support the development~~ of Lightbridge Fuel™. These framework agreements use an innovative structure that consists of an “umbrella” Strategic Partnership Project Agreement (SPPA) and an “umbrella” Cooperative Research and Development Agreement (CRADA), with an initial duration of seven years. Contents

Throughout the duration of these umbrella agreements, all R&D work contracted with BEA is through the issuance of Project Task Statements (PTS). The initial phase of work under the two agreements is expected to culminate in future irradiation testing in the INL Advanced Test Reactor (ATR) of fuel samples using enriched uranium supplied by the DOE. The initial phase of work aims to generate irradiation performance data for Lightbridge’s delta-phase uranium-zirconium alloy relating to various thermophysical properties. Data gathered during future post-irradiation examination work are expected to support fuel performance modeling and regulatory licensing efforts for the commercial deployment of Lightbridge Fuel™.

For the three and nine months ended September 30, 2025, the Company recorded $0.8 million and $2.4 million in R&D expenses associated with INL, respectively. For the three and nine months ended September 30, 2024, the Company recorded $0.4 million and $1.1 million in R&D expenses associated with INL, respectively.

INL Modifications to the CRADA and SPPA Project Task Statements

On January 16, 2025, the Company and BEA entered into Modification No. 3 to the PTS No. 1 under the CRADA, dated September 27, 2022, as amended on May 22, 2023 and May 30, 2023, by and between the Company and BEA. Pursuant to the terms of Modification No. 3, the potential amounts payable by the Company to reimburse BEA for its expenses and employee time associated with R&D activities were increased by approximately $1.6 million, bringing the total estimated cost for the work to be performed under the “umbrella” CRADA to $4.2 million. This modification also required that a $600,000 advance payment be made, which was due and paid on January 16, 2025.

On March 18, 2025, the Company and BEA entered into Modification No. 4 to the PTS No. 1 under the SPPA, dated December 9, 2022, as amended on May 23, 2023, March 26, 2024 and October 24, 2024, by and between the Company and BEA. Pursuant to the terms of Modification No. 4, the potential amounts payable by the Company to reimburse BEA for its expenses and employee time were increased by approximately $0.6 million, bringing the total estimated cost for the work to be performed under the “umbrella” SPPA to $2.6 million.

On October 6, 2025, the Company and BEA entered into Modification No. 3 to the SPPA extending the duration of this umbrella agreement from 7 years to 12 years. On November 5, 2025, the Company and BEA entered into Modification No. 1 to the CRADA with INL, extending the period of performance from September 27, 2029 to September 27, 2032.

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After accounting for Modification No. 4, cash payments from Lightbridge to BEA under both CRADA and SPPA are estimated at approximately $6.8 million on a cost reimbursable basis over the performance periods. The balance of the PTS obligations as of September 30, 2025 was $2.0 million. These PTS obligations are generally cancellable with 30 days’ notice and therefore, are not considered firm commitments.

Romania Feasibility Study

On October 16, 2023, the Company engaged Institutul de Cercetări Nucleare Pitești, a subsidiary of Regia Autonoma Tehnologii pentru Energia Nucleara (RATEN ICN) in Romania to perform an engineering study to assess the compatibility and suitability of Lightbridge Fuel™ for use in Canada Deuterium Uranium (CANDU) reactors. The total price of approximately $0.2 million was payable in three installments, including an advance payment of $0.1 million and an interim milestone payment and final payment totaling approximately $0.1 million. The Company made its final payment in December 2024 when the study was completed. The Company has no further obligations under the agreement. For the three and nine months ended September 30, 2025, the Company recorded $0 million in R&D expenses associated with RATEN ICN feasibility study. For the three and nine months ended September 30, 2024, the Company recorded zero and $0.1 million, respectively in R&D expenses associated with RATEN ICN feasibility study.

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

On December 5, 2023, the Company entered into an agreement with Centrus Energy to conduct a front-end engineering and design (FEED) study to evaluate deployment of a Lightbridge Pilot Fuel Fabrication Facility (LPFFF) at the American Centrifuge Plant in Piketon, Ohio. The Company made its final payment in December 2024 for the study that was completed in 2024 and has no further obligations under the agreement. For the three and nine months ended September 30, 2025, the Company recorded $0 million in R&D expenses associated with this FEED study. For the three and nine months ended September 30, 2024, the Company recorded $0.1 million and $0.3 million, respectively in R&D expenses associated with this FEED study.

Note 7. Stockholders’ Equity and Stock-Based Compensation

Increase in Authorized Common Shares

On May 8, 2025, the Company held the 2025 annual meeting of stockholders (the Annual Meeting) at which the Company’s stockholders approved increasing the authorized common shares from 25,000,000 shares to 100,000,000 shares. The Amendment to the Articles of Incorporation became effective upon the filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of Nevada on May 8, 2025.

Common Stock and Common Stock Equivalents Outstanding

At September 30, 2025, the Company had a total of 30,648,611 shares of common stock and common stock equivalents outstanding, comprised of 30,384,981 common shares outstanding (including outstanding RSAs totaling 2,113,036 shares) and stock options to purchase 263,630 shares of common stock (of which 250,547 stock options were vested).

At December 31, 2024, the Company had a total of 19,248,852 shares of common stock and common stock equivalents outstanding, comprised of 18,783,912 common shares outstanding (including outstanding RSAs totaling 781,864 shares) and stock options to purchase 464,940 shares of common stock (of which 445,275 stock options were vested).

Issuance and Redemption of Series X Preferred Stock

On February 27, 2025, the Company entered into a Subscription and Investment Representation Agreement with the chair of the Audit Committee, an independent member of the Board (the Purchaser), pursuant to which the Company agreed to issue and sell one (1) share of the Company’s Series X Preferred Stock, par value $0.001 per share (the Series X Preferred Stock), to the Purchaser for $100 in cash. The sale closed on February 27, 2025 and the $100 was received by the Company. The Company redeemed the Series X Preferred Stock for $100 cash after the Annual Meeting and filed the Certificate of Withdrawal with the Secretary of State of Nevada on May 8, 2025. The Series X Preferred Stock did not have any voting rights except with respect to any proposal to increase the number of authorized shares of common stock of the Company. Each share of Series X Preferred Stock was entitled to 25,000,000 votes on such proposal, voting together with the holders of the Company’s common stock. The votes by the holder of Series X Preferred Stock were cast at the Annual Meeting automatically in the same “mirrored” proportion as the aggregate votes cast “for” and “against” the proposal by the holders of the common stock who voted on such proposal (excluding abstentions, broker non-votes and shares of common stock that were not voted “for” or “against” such proposal). The voting power attributable to the Series X Preferred Stock was disregarded for purposes of determining whether a quorum is present at the Annual Meeting.

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Common Stock Equity Offerings

At-the-Market (ATM) Offerings

OnThe ~~May 28, 2019, the~~ Company has entered into ~~an at-the-market equity offering~~ sales ~~agreement~~agreements with ~~Stifel,~~agents ~~Nicolaus & Company, Incorporated (Stifel), which was amended on April 9, 2021 and May 8, 2024,~~ pursuant to which the Company ~~issued~~may issue and ~~sold~~sell shares of its common stock ~~from~~in ~~time~~“at-the-market” to(ATM) ~~time~~equity ~~through~~offerings ~~Stifel~~ as ~~the~~defined ~~Company’s~~in ~~sales~~Rule ~~agent.~~415 ~~Under~~promulgated ~~this~~under ~~amended agreement,~~ the ~~Company~~Securities ~~paid~~Act ~~Stifel~~of a1933, ~~commission~~as ~~equal to 3~~amended.0% ofThe ~~the~~Company ~~aggregate~~records ~~gross~~its ~~proceeds~~ATM ~~of any~~ sales ofon ~~common~~a ~~stock~~settlement ~~under~~date ~~the agreement~~basis. ~~This~~The ~~agreement~~sales ~~was~~commissions ~~terminated~~and onexpenses ~~May~~related ~~30,~~to ~~2025.~~each ~~Sales~~ATM ofprogram ~~the~~are ~~Company’s~~considered ~~common~~direct ~~stock~~and ~~through~~incremental ~~Stifel,~~costs ~~were~~and ~~made~~are bycharged ~~any~~against ~~method~~“Additional ~~that~~paid-in iscapital” ~~deemed~~on ~~to be an at-~~the~~-market~~ ~~(ATM)~~consolidated ~~equity~~balance ~~offering~~sheets ~~as defined~~ in ~~Rule~~the ~~415~~period ~~promulgated~~in ~~under~~which the ~~Securities~~corresponding ~~Act~~shares ofare ~~1933,~~issued asand ~~amended~~sold.

~~The~~During ~~Company filed a shelf registration statement on Form S-3 with~~ the ~~Securities~~three ~~and~~months ~~Exchange~~ended ~~Commission (SEC) on~~ March 2931, ~~2024~~2026, ~~registering~~ the ~~sale~~Company ofsold upan toaggregate ~~$75.0 million~~ of ~~the Company’s securities that was declared effective on April 19~~1, ~~2024. On May 10~~360,213 ~~2024,~~shares ~~the~~under ~~Company~~its ~~filed~~sales aagreement ~~prospectus~~with ~~supplement~~Jefferies, ~~which~~LLC ~~was further supplemented on July 19, 2024 and August 9, 2024~~ (~~collectively, the First Prospectus Supplement~~Jefferies), ~~pursuant~~resulting toin ~~which the Company offered and sold shares of common stock having an~~ aggregate ~~offering~~net ~~price~~proceeds of ~~up to~~ $1218.6 million ~~from time to time through an ATM offering~~. ~~The~~During ~~Company exhausted all capacity under~~ the ~~First~~three ~~Prospectus~~months ~~Supplement.~~ended OnMarch ~~November 22~~31, ~~2024~~2025, the Company ~~filed~~sold aan ~~prospectus~~aggregate ~~supplement~~of ~~(the~~2,605,619 ~~Second~~shares ~~Prospectus~~under ~~Supplement)~~its ~~pursuant~~previous tosales ~~which~~agreement ~~the~~with ~~Company~~Stifel, ~~offered~~Nicolaus ~~and~~& ~~sold~~Company, ~~shares~~resulting ofin ~~common stock having an~~ aggregate ~~offering~~net ~~price~~proceeds of ~~up to~~ $4520.02 million ~~from time to time through an ATM offering~~. ~~The Company exhausted all capacity under the Second Prospectus Supplement.~~

The Company ~~filed~~has a $350 million shelf registration statement on Form S-3 (File No. 333-~~287563~~291837). onAs ~~May~~of 23March 31, ~~2025~~2026, ~~registering~~approximately ~~the sale of up to~~ $~~150~~122.09 million of ~~the~~our ~~Company’s~~common ~~securities~~stock ~~that~~remained ~~was~~available ~~declared~~for ~~effective~~issuance onand ~~June~~sale 4,under ~~2025. On June 5, 2025,~~ the Company’s ~~filed~~$150 amillion ~~prospectus supplement (~~at-the-market ~~June~~offering ~~Prospectus~~program ~~Supplement)~~ pursuant to ~~which~~ the ~~Company~~related ~~may~~prospectus ~~issue and sell from time to time up to $75.0 million of its shares of common stock through the Company’s new sales agent~~supplement, ~~Jefferies~~as ~~LLC (Jefferies)~~amended.

OnNote June 5, 2025, the Company entered into an Open Market Sale AgreementSM (the Sales Agreement) with Jefferies pursuant to which the Company may issue and sell from time to time shares of its common stock through Jefferies as the Company’s sales agent7. ~~Sales of the Company’s common stock through Jefferies, if any, will be made by any method that is deemed to be an “at~~Stock-~~the-market”~~Based equity offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-287563) , and the base prospectus filed as part of such registration statement and a prospectus supplement. Compensation

OnTotal ~~September~~non-cash ~~26,~~stock-based ~~2025,~~compensation ~~the~~expense ~~Company~~recorded ~~filed~~related ato ~~prospectus~~common ~~supplement~~stock ~~(the~~awards, ~~September~~stock ~~Prospectus~~options, ~~Supplement)~~RSAs ~~pursuant to which the Company may issue~~ and ~~sell~~PSAs ~~from~~for ~~time~~the tothree ~~time~~months upended toMarch ~~$75.0~~31, ~~million~~2026 ~~of its~~and ~~shares~~2025 ofis ~~common~~as ~~stock~~follows ~~through~~(in ~~Jefferies.~~ millions):

The Company records its ATM sales on a settlement date basis. The Company sold 9,854,669 shares under the ATM for the nine months ended September 30, 2025 resulting in net proceeds of $120.4 million (stock issuance costs were approximately $4.2 million). The Company sold 1,436,821 shares under the ATM for the nine months ended September 30, 2024 resulting in net proceeds of $3.7 million (stock issuance costs were approximately $0.4 million).

	Three Months Ended
	March 31,
	2026		2025
Common stock awards	$	0.1	$	—
RSAs		1.3		1.3
PSAs		1.1		—
Total stock-based compensation expense	$	2.5	$	1.3

~~For~~The ~~the~~total ~~three~~stock-based ~~months~~compensation ~~ended~~expense ~~September~~recorded ~~30,~~in ~~2025,~~R&D ~~the~~and ~~Company~~general ~~sold~~and ~~3,612,403~~administrative ~~shares~~expenses ~~under~~in the ~~ATM,~~Company’s ~~resulting~~consolidated instatements ~~net proceeds~~ of ~~$57.3~~operations ~~million~~for ~~(stock issuance costs were approximately $2.0 million). For~~ the three months ended ~~September~~March 3031, ~~2024,~~2026 ~~the~~and ~~Company~~2025 ~~sold~~is ~~608,690~~as ~~shares~~follows ~~under the ATM, resulting~~ (in ~~net proceeds of $1.5 million (stock issuance costs were approximately $0.1 million~~millions).:

Stock-Based Compensation

	Three Months Ended
	March 31,
	2026		2025
Research and development expenses	$	0.7	$	0.2
General and administrative expenses		1.8		1.1
Total stock-based compensation expense	$	2.5	$	1.3

2020 Omnibus Incentive Plan

OnThe ~~March~~Company 9,maintains ~~2020,~~ the ~~Board of Directors adopted the Company’s~~ 2020 Omnibus Incentive Plan (~~as subsequently amended,~~ the 2020 Plan)., Onunder ~~September~~which 3,eligible ~~2020,~~participants ~~the~~may ~~stockholders~~be ~~approved~~awarded ~~the~~various ~~2020~~types ~~Plan~~of tostock-based ~~authorize~~compensation, ~~grants~~including ofstock ~~the~~options, ~~following~~restricted ~~types~~stock of awards:, ~~(a)~~and ~~Options,~~other ~~(b)~~stock-based ~~Stock~~and ~~Appreciation~~cash-based ~~Rights,~~awards. ~~(c)~~As ~~Restricted~~of ~~Stock~~March ~~Awards~~31, ~~and~~2026, ~~Restricted~~there ~~Stock~~were ~~Units~~1,594,311 ~~and~~shares ~~(d)~~of ~~Other~~common ~~Stock-Based~~stock reserved and ~~Cash-Based~~available ~~Awards~~for issuance under the 2020 Plan.

13Restricted ~~Table~~Stock ~~of Contents~~Awards

OnThe ~~February~~following ~~27,~~summarizes ~~2024,~~ the ~~Board~~Company’s ofRSA ~~Directors~~activity ~~approved~~(limited ~~an increase of 700,000 shares~~ to ~~the~~RSAs ~~authorized~~with ~~number~~no ofperformance-based ~~shares~~conditions) ~~under~~for the ~~2020~~three ~~Plan,~~months ~~increasing~~ended ~~the~~March ~~total authorized number of shares from 1~~31,~~800,000~~ ~~shares~~2026: ~~to 2,500,000 shares. This increase was approved by the stockholders at the annual meeting of stockholders on April 19, 2024.~~

On February 26, 2025, the Company’s Board of Directors approved an increase of 2,500,000 shares to the authorized number of shares under the 2020 Plan, increasing the total authorized number of shares from 2,500,000 to 5,000,000. This increase was approved by the stockholders at the annual meeting of stockholders on May 8, 2025.

	Number of Shares			Weighted- Average Grant Date Fair Value
Outstanding, December 31, 2025		944,720		$	11.35
Awards granted		104,260			13.48
Awards vested		(19,790	)		13.80
Awards forfeited		—			—
Outstanding, March 31, 2026		1,029,190		$	11.52

~~The~~10 ~~total~~Table ~~number~~ of ~~shares of common stock available for future issuance under the 2020 Plan was 2,008,361 shares and 1,471,026 shares at September 30, 2025 and 2024, respectively.~~Contents

~~Stock~~During ~~Options~~the three months ended March 31, 2026, the Company granted 53,155 RSAs to the independent members of its Board of Directors and 16,000 RSAs to an external consultant. These awards vest in four equal installments at the end of each calendar quarter of 2026. During the three months ended March 31, 2026, the Company also granted 35,105 RSAs to new employees. These awards vest in three equal installments on each of the first three anniversaries of the grant date.

~~Stock~~The ~~options~~weighted-average ~~issued~~grant-date tofair value per share of RSAs granted for the ~~Company’s~~three ~~employees~~months ended March 31, ~~directors~~2026 and ~~consultants~~2025 ~~are~~was ~~summarized~~$13.48 asand ~~follows~~$8.63, ~~for~~respectively. During the ~~nine~~three months ended ~~September~~March 3031, 2026, a total of 19,790 RSAs vested, with an aggregate fair value of $0.2 million. No shares were withheld to cover tax obligations, and all vested shares were issued. During the three months ended March 31, 2025:, 96,102 RSAs with an aggregate fair value of $0.7 million vested, and the Company withheld 25,148 shares to satisfy tax obligations, resulting in 70,954 net shares issued.

	Number ofOptions			Weighted Average Exercise Price		Weighted-AverageRemainingContractualTerm (Years)		AggregateIntrinsicValue
Outstanding, December 31, 2024		464,940		$	16.24		3.07	$	184,818
Granted		12,418			10.33				—
Exercised		(195,855	)		6.35				1,834,474
Forfeited		—			—				—
Expired		(17,873	)		75.60				—
Outstanding, September 30, 2025		263,630		$	19.28		2.35		2,045,064
Vested and expected to vest, end of the period		263,630		$	19.28		2.35		2,045,064
Options exercisable, end of the period		250,547		$	20.04		2.01	$	1,829,575

During the three months ended March 31, 2026 and 2025, the Company recognized approximately $1.3 million in total stock-based compensation expense from RSAs for each period. The stock-based compensation expense recorded during the three months ended March 31, 2025 included approximately $0.5 million of stock-based compensation expense related to accelerated vesting in connection with a separation agreement with a former employee. As of March 31, 2026, total unrecognized compensation cost related to RSAs was $10.1 million, which is expected to be recognized over a remaining weighted-average vesting period of 2.24 years.

For the nine months ended September 30, 2025 and 2024, the Company issued 12,418 and 71,330 stock options, respectively, to two consultants. The 12,418 stock options and the 71,330 stock options were assigned a fair value of $6.85 per share and $1.19 per share, respectively (total fair value of $85,000 for each grant). The weightedPerformance-~~average~~based ~~grant-date~~Restricted ~~exercise~~Stock ~~price per share of the stock options granted for the nine months ended September 30, 2025 and 2024, was $10.33 and $2.91, respectively.~~Awards

The ~~intrinsic~~following ~~value~~summarizes ~~is calculated as~~ the ~~difference between the fair value of the~~ Company’s ~~common~~PSA ~~stock~~activity ~~and~~for the ~~exercise~~three ~~price~~months ofended ~~the~~March ~~stock options. The fair value of the Company’s common stock was $21.21 per share and $2.80 per share at September 30~~31, ~~2025 and 2024, respectively.~~2026:

The fair value was determined using the Black-Scholes pricing model. For expected volatility, the Company concluded that the historical volatility over the option’s expected holding term provided the most reasonable basis for this estimate. For the risk-free interest rate, the Company used U.S. Treasury Note rates, which mature at approximately the same time as the option’s expected holding term or option life determined by using the simplified method. The Company recognizes forfeitures of equity-based awards as a reduction to compensation costs in the period in which they occur.

	Number of Shares		Weighted Average Grant Date Fair Value
Outstanding, December 31, 2025		1,146,226	$	13.40
Awards granted		127,158		12.62
Awards vested		—		—
Awards forfeited		—		—
Outstanding, March 31, 2026		1,273,384	$	13.32

The ~~following~~weighted-average ~~assumptions~~grant-date ~~were~~fair ~~used~~value inper share of PSAs granted for the ~~Black-Scholes~~three ~~pricing~~months ~~model~~ended toMarch ~~determine~~31, 2026 was $12.62. During the ~~fair~~three ~~value~~months ofended ~~stock~~March ~~options~~31, ~~granted~~2026, ~~for~~no PSAs vested. For the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, ~~and~~the ~~2024:~~Company recognized approximately $1.1 million in stock-based compensation expense from PSAs. As of March 31, 2026, total unrecognized compensation cost related to PSAs was $6.9 million, which is expected to be recognized over a remaining weighted-average vesting period of 1.7 years.

	Nine Months Ended
	September 30,
	2025		2024
Expected volatility	109.24% - 117.44%		75.36% - 92.89%
Risk free interest rate	3.80% - 3.95%		3.76% - 4.54%
Dividend yield rate		—		—
Expected life	2-6 years		2-6 years
Closing price per share - common stock	$9.42 - $15.13		$2.49 - $2.62

As of March 31, 2026, the Company had 973,384 PSAs outstanding with three specific R&D fuel program milestones and one specific financial milestone (the Tranche-based PSAs). During the three months ended March 31, 2026, 127,158 shares of Tranche-based PSAs were granted to new employees. Each milestone applies only to a separate portion of the Tranche-based PSAs. Vesting of the Tranche-based PSAs occurs in unequal tranches depending on which milestone is certified and is subject to the grantee having completed at least twelve months of continuous service with the Company as of the milestone achievement date. The performance period for achieving these milestones extends from the grant date to December 31, 2028. As of March 31, 2026, management concluded that only certain performance milestones were probable of achievement; during the three months ended March 31, 2026, the Company recognized $0.8 million in stock-based compensation expense related to those milestones under the Tranche-based PSAs.

14As ~~Table~~of March 31, 2026, the Company had 300,000 PSAs outstanding, which were granted in April 2025 (the April 2025 PSAs) with a performance condition requiring the successful insertion of ~~Contents~~the Company’s fuel material coupon samples into the Advanced Test Reactor at INL by December 31, 2026. This condition was satisfied in November 2025 and satisfaction was subsequently certified by the Compensation Committee. The April 2025 PSAs are also subject to the participant’s continuous service over a three-year period from the grant date. During the three months ended March 31, 2026, the Company recognized $0.3 million in stock-based compensation expense related to the April 2025 PSAs.

As11 ofTable ~~September 30, 2025, total unrecognized compensation cost related to option awards was $47,813, which is expected to be recognized over a remaining weighted-average vesting period~~ of 2.26 years. As of September 30, 2024, total unrecognized compensation cost related to option awards was $47,853, which was expected to be recognized over a remaining weighted-average vesting period of 2.26 years. Contents

~~Exercise~~Note of8. ~~Options~~Net Loss Per Share

~~For~~Basic net loss per share is computed using the ~~three~~weighted-average ~~and~~number ~~nine~~of ~~months~~common ~~ended~~shares ~~September~~outstanding 30during the reporting period, ~~2025~~except that it does not include unvested common shares subject to repurchase or cancellation, such as the Company’s ~~received~~RSAs ~~approximately~~and $0PSAs.6 ~~million~~Diluted ~~and~~net ~~$1.2~~loss ~~million~~per inshare ~~net~~is ~~proceeds~~computed ~~from~~using the ~~exercise~~weighted-average number of ~~96,141~~common shares and, ~~195~~if dilutive,~~855~~ ~~stock~~potential ~~options~~common byshares ~~employees~~outstanding ~~and~~during ~~consultants,~~the ~~respectively~~period. ~~There~~Potential ~~were~~common noshares ~~options~~consist ~~exercised~~of ~~for~~the incremental common shares issuable upon the ~~nine~~exercise ~~months~~of ~~ended~~stock ~~September~~options ~~30,~~and ~~2024~~unvested RSAs and PSAs.

~~Common~~The ~~Stock~~outstanding securities in the table below have been excluded from the computation of diluted weighted shares outstanding for the three months ended March 31, 2026 and 2025, as they would have been anti-dilutive due to the Company’s losses for the three months ended March 31, 2026 and 2025 and also because the exercise price of certain of these outstanding securities was greater than the average closing price of the Company’s common stock.

Consultants’ Stock Issuances

	Three Months Ended March 31,
	2026		2025
Stock options outstanding		120,185		429,454
RSAs outstanding		1,029,190		743,702
PSAs outstanding		1,273,384		—
Total		2,422,759		1,173,156

~~For~~Note ~~the nine months ended September 30, 2025 and 2024, the Company issued 6,302 shares (with an average stock price of $7~~9.14 ~~per~~Segment share) and 13,201 shares (with an average stock price of $3.41 per share) of common stock, respectively, to its investor relations firm for services provided during the period, which were recorded as stock-based compensation expense. These shares vested immediately upon issuance. The expense recorded for these share issuances was $15,000 for each quarter. The shares were valued based on the closing market price of the Company’s common stock on the date of grant. Reporting

OnThe ~~August 19, 2024, the~~ Company ~~issued~~has anone ~~equity~~reportable ~~grant~~business ~~valued~~segment: atnuclear ~~$180,000~~fuel totechnology. aThis ~~consulting~~segment ~~and~~consists ~~investment~~of the research ~~firm, for corporate advisory services to be provided over a twelve-month period,~~ and ~~preparation~~development and ~~dissemination~~commercialization of aits ~~report~~nuclear ~~regarding~~fuel. ~~the~~The Company,’s ~~which~~chief ~~resulted~~operating indecision ~~issuing~~maker ~~the~~(CODM) ~~consultant~~is ~~71,713 shares of common stock on~~ the ~~grant~~chief ~~date,~~executive ~~valued at $2~~officer.51 ~~per~~The ~~share.~~CODM ~~These~~assesses ~~shares~~performance ~~vested~~for ~~immediately~~the ~~upon~~segment ~~issuance~~ and ~~are~~allocates ~~not~~resources ~~forfeitable.~~based ~~The~~on ~~compensation~~net ~~cost~~loss ofas ~~$180,000~~reported ~~began to be recognized~~ on ~~a straight-line basis over~~ the ~~requisite~~consolidated ~~service~~statement ~~period~~of ~~and~~operations. ~~fully~~The ~~amortized~~measure toof ~~stock-based~~segment ~~compensation~~assets ~~expense~~is inreported on the ~~condensed~~ consolidated ~~statement~~balance ofsheet ~~operations~~as ~~for~~total ~~the nine months ended September 30, 2025~~assets.

OnThe ~~August~~table ~~29,~~below ~~2025,~~summarizes the ~~Company~~significant ~~issued~~expense ancategories ~~equity~~regularly ~~grant~~provided ~~valued at $300,000~~ to the ~~same~~CODM ~~consulting and investment research firm,~~ for ~~corporate advisory services to be provided over a twelve-month period, which resulted in issuing~~ the ~~consultant~~three ~~19,828~~months ~~shares~~ended ofMarch ~~common stock on the grant date~~31, ~~valued~~2026 ~~at $15.13 per share. These shares vested immediately upon issuance~~ and ~~are~~2025 not forfeitable. The compensation cost of $300,000 began to be recognized on a straight-line basis over the requisite service period. Approximately $25,000 was recorded to stock-based compensation expense (in ~~the condensed consolidated statement of operations for the nine months ended September 30, 2025.~~ millions):

As of September 30, 2025, the unrecognized compensation cost of approximately $275,000 was recorded under prepaid expenses and other current assets on the accompanying condensed consolidated balance sheet, which is expected to be recognized over a remaining service period of 0.92 years.

	Three Months Ended
	March 31,
	2026			2025

Revenue	$	—		$	—
General and administrative		4.3			3.5
Research and development:
INL Project (1)		0.8			0.8
IT expenses (2)		0.5			—
Allocated employee compensation and stock-based compensation		1.8			0.8
Other outside R&D expenses		0.2			0.1
Other segment item (3)		(1.3	)		(0.4	)
Net loss	$	(6.3	)	$	(4.8	)

Restricted Stock Awards (RSAs)

(1)	These expenses relate to cost reimbursable work performed during the reporting period by BEA to support the development of Lightbridge Fuel™.

(2)	These expenses primarily relate to the Company’s high-performance computer, including related computer hardware, software, and operating expenses.

(3)	Other segment item represents interest income from the Company’s cash and cash equivalents.

~~RSAs~~12 ~~are~~Table ~~awards~~ of common stock that are legally issued and outstanding. RSAs are subject to time-based restrictions on transfer and unvested portions are generally subject to a risk of forfeiture if the award recipient ceases providing services to the Company prior to the lapse of the restrictions or does not meet certain performance conditions. Contents

~~RSAs~~Note were included in common stock issued and outstanding and were considered contingently issuable in the calculation of weighted-average shares outstanding for purposes of calculating diluted loss per share10. ~~The~~Subsequent ~~grantees receiving RSAs have all rights as a shareholder with respect to these shares, whether vested or unvested, including, without limitation, rights to vote the shares, receive dividends, etc.~~Events

15 Table of Contents

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

	Number of Shares			Weighted- AverageGrant DateFair Value		Aggregate FairValue
Outstanding, December 31, 2024		781,864		$	5.19	$	3,698,217
Awards granted (including performance-based RSAs of 1,125,000 shares)		1,467,940			13.50		19,821,822
Awards vested		(136,768	)		6.10		1,346,731
Awards forfeited		—			—		—
Outstanding, September 30, 2025		2,113,036		$	10.91	$	44,817,494

The aggregate fair value was calculated as the fair value of the Company’s common stock. The fair value of the Company’s common stock was $21.21 per share and $2.80 per share at September 30, 2025 and 2024, respectively. The fair value of the RSAs vested for the nine months ended September 30, 2025 and 2024 was $1.3 million and $0 million, respectively.

As of September 30, 2025, total unrecognized compensation cost related to RSAs was $20.5 million, which is expected to be recognized over a remaining weighted-average vesting period of 2.57 years. As of September 30, 2024, total unrecognized compensation cost related to RSAs was $1.45 million, which is expected to be recognized over a remaining weighted-average vesting period of 1.64 years.

August 28, 2025 – Equity Grant of 1,800,000 shares of Restricted Stock Awards Program

On August 28, 2025, the Board of Directors approved an aggregate restricted stock award program of 1.8 million shares of common stock. Pursuant to this approval, on August 28, 2025, the Company granted 1.1 million restricted stock awards with an aggregate grant-date fair value of approximately $17.1 million to its executives, directors, and employees. These awards consisted of 275,000 RSAs and 825,000 performance-based restricted stock awards (PSAs). The total value of approximately $17.1 million was based on the Company’s closing stock price of $15.54 per share on the grant date. The remaining portion of the Board-approved program has been authorized for future issuance by management, subject to applicable conditions.

The first tranche of 275,000 RSAs are subject to service-based vesting, with the shares vesting in three equal installments on the first, second and third anniversaries of the date of grant. These shares were included in the total outstanding common shares as of September 30, 2025 due to their voting rights. These awards were valued at approximately $4.3 million. The Company recognized $0.1 million in stock-based compensation expense for the three and nine months ended September 30, 2025.

The second tranche of 825,000 PSAs are subject to both service-based and performance-based vesting conditions. The PSAs have three specific R&D fuel milestones relating to key technical development and commercialization objectives of the Company’s R&D fuel program and one specific financial milestone vesting in unequal tranches based on which milestone is certified. Each milestone applies only to a separate portion of the 825,00 PSAs. The respective portions of each tranche will vest upon the later of achievement and Board or Compensation Committee certification of operational milestones and is subject to (i) the grantee’s continued service through the certification date and (ii) the grantee having completed at least twelve months of continuous service with Lightbridge as of the operational milestone achievement date. The performance period for achieving these operational milestones extend from the grant date to December 31, 2028. Any unvested shares will be forfeited if the corresponding operational and financial milestones are not achieved by December 31, 2028 or if the grantee’s service with the Company ends prior to vesting.

As of the grant date and September 30, 2025, management concluded that the performance conditions associated with these performance milestones were probable of achievement. In accordance with ASC 718, the Company applied the graded vesting attribution amortization to the related RSAs from the grant date through each milestone’s estimated achievement date. These awards were valued at approximately $12.8 million. The Company recognized $0.4 million in stock-based compensation expense for the three and nine months ended September 30, 2025.

April 3, 2025 – Equity Grant of 300,000 Performance-Based Restricted Stock Awards

On April 3, 2025, the Company granted 300,000 PSAs to certain executives, key employees, and consultants under the 2020 Equity Incentive Plan. These awards were valued at approximately $2.1 million in total, based on the Company’s closing stock price of $6.99 per share on April 7, 2025, which was the final date of communication with the certain executives, key employees and consultants regarding the awards.

16 Table of Contents

These PSAs are subject to both service-based and performance-based vesting conditions. The performance condition requires the successful insertion of the Company’s coupon fuel samples into the Advanced Test Reactor at INL by December 31, 2026 and is subject to the grantees continuous service over a three-year period from the grant date.

As of the grant date and September 30, 2025, management concluded that the performance condition was probable of achievement. The Company recognized $0.4 million in stock-based compensation expense for the three months ended September 30, 2025, and $0.6 million for the nine months ended September 30, 2025.

Director Compensation - Equity-Settled Awards

On March 12, 2025, the Board of Directors granted 57,940 RSAs to its five independent directors for their service during the year ending December 31, 2025. The awards were valued at $0.5 million, based on the Company’s closing stock price of $8.63 per share on the grant date.

These RSAs vest in four equal quarterly installments, beginning March 31, 2025. As of September 30, 2025, a total of 43,455 shares had vested. The Company recognized $0.1 million in stock-based compensation expense for the three months ended September 30, 2025, and $0.4 million for the nine months ended September 30, 2025.

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

On November 20, 2023, the Board of Directors approved an equity grant valued at $240,000 in total to its six independent directors for the service period and year ended December 31, 2023, which resulted in granting a total of 60,456 shares of common stock, valued on the grant date at $3.97 per share on November 20, 2023, which shares vested on January 2, 2024.

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

Restricted Stock Awards Modification and Net Share Settlements for Payments of Withholding Taxes

In March 2025, the Company accelerated the vesting of 70,710 RSAs in connection with a separation agreement with a former employee, resulting in approximately $0.5 million of stock-based compensation expense, including $0.3 million of incremental fair value. This expense was recognized in the first quarter of 2025 and is included in the results for the nine-month period ended September 30, 2025.

RSAs Summary - 2025 and 2024

As of September 30, 2025 and December 31, 2024, the Company had 2,113,036 shares (including performance-based RSAs of 1,125,000 shares) and 781,864 shares (including performance-based RSAs of 0 share) of RSAs, respectively, included in its total issued and outstanding common stock

For the nine months ended September 30, 2025 and 2024, the Company recorded $3.2 million and $1.1 million, respectively, in stock-based compensation expense related to RSAs granted. For the three months ended September 30, 2025 and 2024, the Company recorded $1.6 million and $0.4 million, respectively, in stock-based compensation expense related to RSAs granted.

Stock-Based Compensation Expense

Total non-cash stock-based compensation expense recorded related to options and RSAs included in the Company’s unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024 are as follows (rounded in millions):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Research and development expenses	$	0.5	$	0.1	$	0.9	$	0.2
General and administrative expenses		1.1		0.3		2.7		1.0
Total stock-based compensation expense	$	1.6	$	0.4	$	3.6	$	1.2

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Note 8. Segment Reporting

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker (CODM), or decision-making group, in deciding how to allocate resources in assessing performance. The Company has one reportable business segment: nuclear fuel technology. This segment consists of the research and development and commercialization of its nuclear fuel. The Company’s CODM is the chief executive officer.

The accounting policies of the segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance for the segment based on net loss as reported on the condensed consolidated statement of operations. The Company expects to continue to incur significant expenses and operating losses for the foreseeable future as it advances its nuclear fuel through all the stages of its development and commercialization. In addition, the measure of segment assets is reported on the condensed consolidated balance sheet as total assets.

The CODM uses segment net loss to allocate resources predominantly in the annual budget and forecasting process and uses that measure as a basis for evaluating progress toward R&D milestones. The CODM uses cash forecast models in deciding how to invest into the segment. R&D expenses, general and administrative (G&A) expenses are included in segment net loss and used to monitor budget versus actual results. Monitoring budgeted versus actual results is used in assessing performance of the segment, while R&D milestones scorecard results and scorecard G&A budgeted results are used in establishing management’s incentive compensation.

The table below summarizes the significant expense categories regularly provided to the CODM for the three and nine months ended September 30, 2025 and 2024 (rounded in millions):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
Revenue	$	—		$	—		$	—		$	—
General and administrative		3.2			1.7			9.2			5.6
Research and development
INL project		0.8			0.4			2.4			1.1
Romania feasibility study		—			—			—			0.1
Centrus Energy FEED study		—			0.1			—			0.3
Allocated employee compensation and stock-based compensation		0.9			0.5			2.3			1.2
Other outside R&D expenses		0.3			0.3			0.6			0.5
Total research and development	$	2.0		$	1.3		$	5.3		$	3.2
Other segments items(1)		(1.1	)		(0.3	)		(2.1	)		(1.0	)
Net loss	$	(4.1	)	$	(2.7	)	$	(12.4	)	$	(7.8	)

(1) Other segment items include interest income.

Note 9. Subsequent Events

ATM Sales

~~Sales~~From April 1, 2026 to April 30, 2026, sales of common stock under the Company’s ~~ATM~~sales ~~from~~agreement ~~October~~with 1,Jefferies ~~2025~~totaled ~~to November 6~~186,338 ~~2025 amounted to 1,891,613~~ shares, which resulted in total net proceeds of approximately $~~42.0 million, stock issuance costs were approximately $~~1.39 million.

~~Safety~~Fuel ~~Analysis~~Fabrication ~~Code~~ Development Agreement - INL

OnIn ~~October~~April 272026, ~~2025,~~the ~~Lightbridge~~Company ~~Corporation~~ entered into anSPPA ~~Agreement~~PTS ~~for~~No. ~~Safety~~6 ~~Analysis~~with ~~Codes~~BEA to support the continued development of its fuel fabrication processes and ~~Services~~the production of coextruded fuel rod components for ~~Lightbridge~~future ~~Fuel~~irradiation ~~Designs~~testing. ~~with~~The ~~Numerical~~PTS ~~Advisory~~has ~~Solutions,~~an ~~LLC~~estimated ~~(“NAS”)~~total cost of approximately $4.6 million and a period of performance of approximately 36 months. Under the terms of the agreement, ~~NAS~~the ~~will~~Company ~~develop~~is ~~customized~~required ~~safety-analysis~~to ~~computer~~provide ~~codes,~~advance ~~models,~~funding and ~~documentation~~will tomake ~~evaluate~~monthly ~~Lightbridge’s~~payments ~~proprietary~~based ~~metallic~~on ~~uranium-zirconium~~costs ~~fuel~~incurred. ~~designs~~The ~~for~~Company ~~water-cooled~~made ~~reactors.~~an ~~The~~initial ~~firm-fixed-price~~advance ~~contract~~payment ~~totals~~of approximately $0.84 million ~~and~~upon ~~will~~the ~~commence~~execution inof the ~~fourth~~agreement. ~~quarter~~The scope of ~~2025.~~work ~~All~~under ~~deliverables,~~the ~~including~~PTS ~~related~~includes ~~intellectual-property~~process ~~rights~~development, ~~will~~materials betesting, ~~owned~~and byfabrication ~~Lightbridge~~activities necessary to support the production of fuel rod components for potential irradiation experiments. The Company is not obligated to continue performance beyond the estimated cost without additional authorization.

1813 Table of Contents

FORWARD-LOOKING STATEMENTS

In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). All statements other than statements of historical fact are statements that could be deemed forward-looking statements. We use words such as “believe,” “~~can~~expect,” “~~could~~anticipate,” “~~continue~~project,” “~~expect~~plan,” “~~estimate~~intend,” “~~future~~aim,” “~~anticipate~~will,” “~~potential~~may,” “~~project~~can,” “~~target~~potential,” “~~plan~~enhance,” “~~optimistic~~could,” “~~intend~~estimate,” “~~aim~~future,” ~~“will,” “may,”~~ or similar expressions, which are intended to identify forward-looking statements. Such statements include, among others:

	·	those concerning market and business segment growth, demand, and acceptance of our nuclear fuel technology and other steps toward the commercialization of Lightbridge Fuel™;

	·	any projections of sales, earnings, revenue, margins, or other financial items;

	·	any statements of the plans, strategies, and objectives of management for future operations and the timing and outcome of the development of our nuclear fuel technology;

	·	any statements regarding future economic conditions or performance;

	·	any statements about future financings and liquidity;

	·	the Company’s anticipated financial resources and position; and

	·	all assumptions, expectations, predictions, intentions, or beliefs about future events and other statements that are not historical facts.

The forward-looking statements are not historical facts, and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, estimates, and projections are expressed in good faith, and we believe there is a reasonable basis for them. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, particularly given the regulatory, technical, financial, and market risks associated with the development and commercialization of our nuclear fuel, as well as assumptions that if they were to ever materialize or prove incorrect, could cause the results of the Company to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties, among others, include:

· our ability to commercialize our nuclear fuel technology, including risks related to the design and testing of nuclear fuel incorporating our technology and the degree of market adoption of the Company’s product and service offerings; · ~~our~~ dependence on strategic partners; · any adverse changes to our agreements or relationship with the U.S. government and its national laboratories; · our ability to fund our future operations, including general corporate overhead and outside research and development (R&D) expenses, and continue as a going concern; · the future market and demand for our fuel for nuclear reactors and our ability to attract customers; · our ability to manage the business effectively in a rapidly evolving market; · our ability to employ and retain qualified employees and consultants that have experience in the nuclear industry; · competition and competitive factors in the markets in which we compete, including from accident tolerant fuels; ~~· access to and availability of nuclear test reactors and the risks associated with unexpected changes in our nuclear fuel development timeline;~~

1914 Table of Contents

· access to and availability of nuclear test reactors and the risks associated with unexpected changes in our nuclear fuel development timeline; · access to and availability of adequate resources and manufacturing capabilities at national laboratories that affect our nuclear fuel development timeline and project costs; · our ability to deploy and operate a dedicated nuclear fuel fabrication facility; · the increased costs associated with metallization of our nuclear fuel; · uncertainties related to conducting business in foreign countries; · public perception of nuclear energy generally; · changes in laws, rules, and regulations governing our business; · changes in the political environment; · development and utilization of, and challenges to, our intellectual property domestically and abroad; · the trading price of our securities is likely to be volatile, and purchasers of our securities could incur substantial losses; and · the other risks and uncertainties identified in Item 1A. Risk Factors included in our Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Report for the period ended June 30, 2025.

~~Most~~· ofchanges ~~these~~in ~~factors~~the ~~are~~political ~~beyond~~environment; ~~our~~· ~~ability~~development toand ~~predict~~utilization orof, ~~control~~ and ~~you~~challenges ~~should~~to, ~~not~~our ~~put~~intellectual ~~undue~~property ~~reliance~~domestically onand ~~any~~abroad; ~~forward-looking~~· ~~statement.~~the ~~Future~~volatility ~~events~~of ~~and~~the ~~actual~~trading ~~results~~price ~~could~~of ~~differ~~our ~~materially~~securities ~~from~~and ~~those~~the ~~set~~potential ~~forth~~for ~~in,~~purchasers ~~contemplated~~of byour orsecurities ~~underlying~~to ~~the~~incur ~~forward-looking~~substantial ~~statements.~~losses; ~~Forward-looking~~and ~~statements~~· ~~speak~~the ~~only~~other asrisks ofand ~~the~~uncertainties ~~date~~identified onin ~~which~~Part ~~they~~I. ~~are~~Item ~~made~~1A. ~~The~~Risk ~~Company~~Factors ~~assumes~~included noin ~~obligation~~our ~~and~~Annual ~~does~~Report ~~not~~on ~~intend~~Form ~~to update these forward~~10-~~looking~~K ~~statements~~ for ~~any reason after~~ the ~~date~~year ofended ~~the~~December ~~filing of this report~~31, ~~to conform these statements to actual results or to changes in our expectations, except as required by law~~2025.

20Most ~~Table~~of these factors are beyond our ability to predict or control and you should not put undue reliance on any forward-looking statement. Future events and actual results could differ materially from those set forth in, contemplated by or underlying the forward-looking statements. Forward-looking statements speak only as of ~~Contents~~the date on which they are made. The Company assumes no obligation and does not intend to update these forward-looking statements for any reason after the date of the filing of this Quarterly Report on Form 10-Q, nor to conform these statements to actual results or to changes in our expectations, except as required by law.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations, or (MD&A,) is intended to help the reader understand Lightbridge Corporation, our operations, and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with, our unaudited condensed consolidated financial statements and the accompanying notes thereto contained in Part I, Item 1 of this ~~report~~Quarterly Report on Form 10-Q, as well as those included in our Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025.

~~This~~As discussed in more detail under “Forward-Looking Statements” preceding this MD&A, ~~consists~~the following discussion contains forward-looking statements that are based on our management’s current expectations, estimates, and projections, which are subject to a number of risks and uncertainties. Our actual results may differ materially from those discussed in these forward-looking statements because of the ~~following~~risks ~~sections:~~and uncertainties inherent in future events, including those set forth under “Forward-Looking Statements” and Part II, Item 1A. Risk Factors included herein.

· Overview of Our Business and Recent Developments ofRegarding Lightbridge Fuel™ - a general overview of our business and updates; · Critical Accounting Estimates; · Operations Review - an analysis of our condensed consolidated results of operations for the periods presented in our condensed consolidated financial statements; and · Liquidity, Capital Resources, and Financial Position - an analysis of our cash flows and an overview of our financial position.

AsWhen ~~discussed~~used in ~~more~~this ~~detail~~Quarterly ~~under~~Report ~~“Forward-Looking~~on ~~Statements”~~Form ~~preceding this MD&A~~10-Q, the ~~following~~terms ~~discussion~~“Lightbridge,” ~~contains~~the ~~forward-looking~~“Company,” ~~statements~~“we,” ~~that are based on~~ “our ~~management’s current expectations~~,” ~~estimates,~~ and ~~projections,~~“us” ~~which~~refer ~~are subject~~ to aLightbridge ~~number~~Corporation oftogether ~~risks~~with ~~and~~its ~~uncertainties. Our actual results may differ materially from those discussed in these forward~~wholly-~~looking~~owned ~~statements because of the risks and uncertainties inherent in future events~~subsidiary, ~~including~~Thorium ~~those~~Power ~~set forth under “Forward-Looking Statements” and Part II~~Inc. ~~Item 1A. Risk Factors included herein.~~

~~OVERVIEW~~Our ~~OF OUR BUSINESS AND DEVELOPMENT OF LIGHTBRIDGE FUELTM~~Business

~~When~~At ~~used~~Lightbridge, inwe ~~this~~are ~~Quarterly~~developing ~~Report~~next ongeneration ~~Form~~nuclear 10fuel for water-Q,cooled reactors that could significantly improve the ~~terms~~economics ~~“Lightbridge,”~~and safety of existing and new nuclear power plants and enhance proliferation resistance of spent nuclear fuel while supplying clean energy to the electric grid or to “~~Company,~~behind the meter” ~~“we~~customers for electric power,” “including data centers. We believe our,” metallic fuel could offer significant economic and ~~“us”~~safety ~~refer~~benefits toover ~~Lightbridge~~traditional ~~Corporation~~nuclear ~~together~~fuel, ~~with~~primarily ~~its~~because ~~wholly-owned~~of ~~subsidiaries~~the ~~Lightbridge~~superior ~~International~~heat ~~Holding~~transfer ~~LLC~~properties and ~~Thorium~~the ~~Power~~resulting ~~Inc.~~lower onoperating atemperature ~~consolidated~~of ~~basis~~our all-metal fuel. ~~Lightbridge’s~~Data ~~principal~~centers ~~executive~~will ~~offices~~need ~~are~~massive, ~~located~~constant atpower ~~11710~~that ~~Plaza~~we ~~America~~believe ~~Drive~~nuclear power can provide. Advances in reactor technology, ~~Suite~~combined ~~2000~~with growing corporate and governmental support for clean energy, ~~Reston~~can position nuclear power as a cornerstone of future energy strategies for data-intensive industries, ~~Virginia~~which may be willing to pay a premium for reliable, ~~20190~~clean, ~~USA~~and sustainable baseload electricity.

~~Our~~We ~~Business~~believe our metallic fuel can be used in different types of water-cooled commercial power reactors, such as pressurized water reactors, boiling-water reactors, Russian-designed water-cooler commercial power reactors, Canada Deuterium Uranium heavy water reactors, water-cooled small modular reactors, and ~~Current~~water-cooled ~~Industry~~research ~~Trends~~reactors. We have obtained patent validation in key countries that we believe would have a commercial market for our fuel and will continue to seek patent validation in countries that either currently operate or are expected to build and operate a large number of nuclear power reactors compatible with our fuel technology.

At16 ~~Lightbridge,~~Table ~~we are developing next generation nuclear fuel for water-cooled reactors that could significantly improve the economics and safety~~ of existing and new nuclear power plants, large and small, and enhance proliferation resistance of spent nuclear fuel while supplying clean energy to the electric grid or to “behind the meter” customers for electric power, including data centers. We believe that the world’s energy needs and climate goals can only be met if nuclear power’s share of the energy-generating mix grows substantially in the coming decades. We believe Lightbridge can benefit from a growing nuclear power industry, and that our nuclear fuel can help enable that growth to happen. Contents

WeRecent ~~believe~~Developments ~~our~~Regarding ~~metallic~~Lightbridge fuel will offer significant economic and safety benefits over traditional nuclear fuel, primarily because of the superior heat transfer properties and the resulting lower operating temperature of our all-metal fuel.Fuel™

The increased projected power need for data centers is driving large tech companies to invest in nuclear power, which in turn is driving utilities to seek ways to increase power output of existing nuclear plants and to explore deploying new plants. Data centers will need massive, constant power that nuclear power can provide. Advances in reactor technology, combined with growing corporate and governmental support for clean energy, can position nuclear power as a cornerstone of future energy strategies for data-intensive industries, which may be willing to pay a premium for reliable, clean, and sustainable baseload electricity. We believe that by integrating nuclear power, the data center sector can achieve operational efficiency, energy security, and sustainability. We believe uses of our fuel could include providing additional power via power uprates of existing reactors. Oil and gas producing companies are investing in low-emission energy technologies to reduce fossil fuel emissions from oil and gas production. Advances in nuclear reactor and fuel technology can position nuclear power as a key energy source for this purpose.

21 Table of Contents

Emerging nuclear technologies include small modular reactors (SMRs), which are now in the development and licensing phases. We expect that Lightbridge Fuel™ can provide water-cooled SMRs with the same benefits our technology brings to large reactors, with such benefits being even more meaningful to the economic case for deployment of SMRs, including potential load following capability when included on a virtually zero-carbon electric grid with renewable energy sources. We expect Lightbridge Fuel™ to enable power uprates in SMRs.

We have built a significant portfolio of patents, and we anticipate testing our nuclear fuel through third-party vendors and others, including the United States Department of Energy’s (DOE) national laboratories. Currently, we are performing the majority of our R&D activities within and in collaboration with the DOE’s national laboratories.

Use of Artificial Intelligence Tools

We continue to explore and adopt innovative technologies to enhance our business operations and research capabilities. In this regard, the Company has begun utilizing certain nuclear industry-focused artificial intelligence tools that leverage machine learning and advanced analytics to support information gathering, data analysis, and research workflows related to nuclear fuel development and industry trends.

The Company uses tools to supplement internal analysis and decision-making. While the tool is designed to improve efficiency and support our R&D and market research efforts, it does not replace the professional judgment of our management, engineers, or other technical personnel. The Company does not rely exclusively on AI-generated content or recommendations for any material regulatory submissions, safety decisions, or financial reporting.

Recent Developments of Lightbridge Fuel™

Loading of Capsules Containing Lightbridge Fuel Material Samples for Irradiation Testing

On October 9, 2025 we announced the successful completion of the loading of capsules containing Lightbridge Fuel material samples comprised of enriched uranium‑zirconium alloy, recently manufactured at INL, into an experiment assembly. The experiment assembly was inserted into the ATR for irradiation testing in October 2025.

Memorandum of Understanding with Oklo, Inc.

In January 2025, we signed a memorandum of understanding (MOU) with Oklo, Inc. Oklo is developing advanced micro-reactors to provide clean, reliable, and affordable energy at scale. The scope of the MOU includes the following areas: (1) to conduct a preliminary evaluation of feasibility of co-locating a Lightbridge Commercial-scale Fuel Fabrication Facility at Oklo’s proposed commercial fuel fabrication facility; (2) to explore opportunities for collaboration on reprocessing and recycling of spent uranium zirconium fuel; and (3) to explore any other areas of collaboration that may be of mutual interest. We believe there may be some potential synergies in co-locating our commercial scale fuel fabrication facility at Oklo’s proposed site. We also believe recycling and reprocessing spent uranium-zirconium fuel may represent another area of potential synergies.

Idaho National Laboratory Agreements

In ~~December~~ 2022, ~~Lightbridge~~we entered into agreements with ~~Battelle~~Batelle Energy Alliance, LLC (BEA), the ~~DOE~~U.S. Department of Energy’s (DOE) operating contractor for Idaho National Laboratory (INL), to support the development of Lightbridge Fuel™. The framework agreements ~~use~~consist ~~an innovative structure that consists~~ of an “umbrella” Strategic Partnership Project Agreement (SPPA) and an “umbrella” Cooperative Research and Development Agreement (CRADA), each with BEA,. ~~with~~The an initial ~~duration~~phase of ~~seven~~work ~~years~~aims to generate irradiation performance data for Lightbridge’s delta-phase uranium-zirconium alloy relating to various thermophysical properties. The data will support fuel performance modeling and regulatory licensing efforts for commercial deployment of Lightbridge Fuel™. We use a rolling wave planning approach for project management purposes on the released scopes of work. It is an iterative planning technique in which the work to be accomplished in the near term is planned in detail, while work further in the future is planned at a higher level. As such, periodic revisions to the scope and/or cost estimates are anticipated.

WeUpdates anticipate that the initial phase of work under the two agreements that has been released will culminate in the insertion of extruded unclad fuel material samples using enriched uranium supplied by the DOE for irradiation testing in the ATR at INL. The initial phase of work aims to generate irradiation performance data for Lightbridge’s delta-phase uranium-zirconium alloy relating to various thermophysical properties. The data will support fuel performance modeling and regulatory licensing efforts for commercial deployment of Lightbridge Fuel™. We use a rolling wave planning approach for project management purposes on the ~~released~~SPPA scopes of work. It is an iterative planning technique in which the work to be accomplished in the near term is planned in detail, while work further in the future is planned at a higher level. As such, periodic revisions to the scope and~~/or~~ ~~cost estimates are anticipated.~~ CRADA

OnIn March 262026, ~~2024~~we ~~and October 24, 2024, the Company and BEA~~ entered into ~~Modifications~~Modification No. 24 ~~and No. 3 respectively,~~ to CRADA Project Task Statement (PTS) No. 1 ~~under~~with ~~the SPPA, dated December 9, 2022, as amended on May 23, 2023, by and between the Company and~~ BEA. ~~Pursuant~~ to ~~the~~extend ~~terms of Modifications No. 2 and No. 3,~~ the ~~potential~~performance ~~amounts~~period ~~payable~~end bydate ~~the~~through ~~Company~~September to2032 ~~reimburse BEA for its expenses~~ and ~~employee~~increase ~~time~~advanced ~~were~~funding ~~increased~~ by ~~approximately~~ $0.~~6 million and $0.~~3 million, ~~respectively,~~with ~~bringing~~no ~~the~~increase ~~total estimated cost for the work~~ to ~~be performed under~~ the ~~“umbrella”~~total ~~SPPA~~estimated toreimbursable ~~approximately $2~~cost.0 ~~million.~~

22In ~~Table~~April 2026, the Company entered into SPPA PTS No. 6 to support the development of ~~Contents~~coextruded fuel rod components for future irradiation testing. This program builds on prior INL fabrication work and is intended to further refine manufacturing processes and materials necessary to produce fuel rods and rodlets in their final cross-sectional configurations. Initial process development activities will be conducted using depleted uranium, with the expectation that, upon successful demonstration, these processes may be applied to enriched uranium to produce fuel rod segments for irradiation experiments at test reactors, including the Advanced Test Reactor (ATR) at INL. The program is expected to help bridge the transition from earlier-stage fabrication development and initial coupon fuel material samples currently undergoing irradiation testing in the ATR to the production of irradiation rod segment test specimens. The scope of work includes enhancements to fabrication processes and equipment, development and testing of key materials (including central displacer alloys and cladding behavior), and validation of coextrusion techniques for both cylindrical and multi-lobe fuel designs. The program also includes preparation of fuel rod segment specimens, including those with controlled defects, to support non-destructive evaluation calibration and irradiation testing. The total estimated cost of SPPA PTS No.6 is approximately $4.6 million over an expected performance period of 36 months. Costs are incurred on a reimbursable basis, with advance and monthly funding provided by the Company. The Company is not obligated to continue work beyond the estimated cost without additional authorization. Actual expenditures may differ from this amount based on the scope and timing of work performed through the issuance of additional PTSs to BEA. This effort represents a key step in the Company’s ongoing fuel qualification strategy, supporting the advancement from process development toward irradiation testing and future commercialization activities.

OnTotal ~~March~~Cumulative ~~18,~~Estimated 2025, the Company and BEA entered into Modification No. 4 to PTS No. 1 under the SPPA, dated December 9, 2022, as amended on May 23, 2023, March 26, 2024 and October 24, 2024, by and between the Company and BEA. Pursuant to the terms of Modification No. 4, the potential amounts payable by the Company to reimburse BEA for its expenses and employee time were increased by approximately $0.6 million, bringing the total estimated cost for the work to be performed under the “umbrella” SPPA to $2.6 million.Costs

OnAs ~~January~~of 16March 31, ~~2025~~2026, the Company ~~and~~expects ~~BEA~~to ~~entered~~pay ~~into~~an ~~Modification~~aggregate No$19.5 3million to ~~PTS~~BEA ~~No. 1~~ under the CRADA, ~~dated~~and ~~September~~the ~~27,~~SPPA ~~2022,~~on asa ~~amended~~cost inreimbursable ~~May~~basis ~~2023,~~over ~~by and between~~ the ~~Company~~performance ~~and BEA~~periods. ~~Pursuant~~As toof ~~the~~March ~~terms~~31, of2026, ~~Modification No~~$6.0 3,million ~~the~~has ~~potential~~been ~~amounts~~cumulatively ~~payable~~expensed byand the ~~Company~~aggregate tofunding ~~reimburse~~commitment ~~BEA~~remaining ~~for~~under ~~its~~these ~~expenses~~agreements ~~and~~is ~~employee time were increased from~~ $213.65 million. byIn ~~approximately~~April ~~$1.6 million~~2026, ~~bringing~~ the ~~total~~Company ~~estimated~~entered ~~cost~~into ~~for~~SPPA ~~the~~PTS ~~work~~No. to6 bewith ~~performed~~BEA, ~~under~~with ~~the~~an ~~“umbrella”~~estimated ~~CRADA~~total tocost of approximately $4.26 million. ~~This~~These ~~modification~~obligations ~~also~~are ~~required~~generally ~~that~~cancellable awith ~~$0.6~~30-60 ~~million~~days’ ~~advance~~notice ~~payment~~and, ~~be made~~therefore, ~~which~~are ~~was~~not ~~paid~~considered onfirm ~~January 16~~commitments, ~~2025~~and are not expensed until incurred.

OnDevelopment ~~October 6, 2025, the Company and BEA entered into Modification No. 3 to the SPPA extending the duration~~ of ~~this~~a ~~umbrella~~Lightbridge ~~agreement~~Expandable ~~from~~Fuel ~~7 years to 12 years. On November 5, 2025, the Company and BEA entered into Modification No. 1 to the CRADA with INL, extending the period of performance from September 27, 2029 to September 27, 2032.~~Facility

~~After~~The ~~accounting~~Company is evaluating a potential site location and working on a conceptual design for ~~all~~a ~~modifications,~~Lightbridge ~~cash~~Expandable ~~payments~~Fuel ~~from~~Facility (LEFF) to support the possible future fabrication of Lightbridge Fuel™ for use in commercial reactors. The construction of such a facility might commence as early as late 2027, subject to ~~Battelle~~various ~~under~~factors, ~~both~~including ~~CRADA~~those described below. This initiative would represent a significant potential expansion of the Company’s operations beyond its current R&D activities. While the scope, timing, and ~~SPPA~~cost ~~are~~of constructing such a facility cannot be reasonably estimated at ~~approximately~~this ~~$6.8~~time, ~~million~~the onCompany aexpects ~~cost~~that ~~reimbursable~~the ~~basis~~capital ~~over~~required to design, license, and construct the ~~performance~~LEFF ~~periods~~would be substantial. The ~~balance~~timing, amount, and sources of ~~the~~any ~~obligations~~related asfinancing activities will depend on a number of ~~September~~factors, 30including the progress of the Company’s development programs, ~~2025~~regulatory ~~was~~considerations, ~~$2.0~~market ~~million~~conditions, and the availability of strategic partnerships or other funding sources. ~~These~~There ~~obligations~~can ~~are~~be ~~generally~~no ~~cancellable~~assurance ~~with~~that 30the ~~days’~~Company ~~notice~~will ~~and~~be able to obtain such financing on acceptable terms, ~~therefore~~or at all, ~~are~~nor ~~not~~can ~~considered~~there ~~firm~~be ~~commitments.~~any assurance that the Company will pursue the construction of the fabrication facility.

~~The~~17 ~~Company~~Table ~~anticipates entering into additional Project Task Statements and/or modifications to the existing PTS under the SPPA and/or CRADA with INL to expand the scope~~ of work, including performing additional extrusions, creating a detailed plan for post-irradiation examination, reviewing and contributing to Lightbridge’s Fuel Qualification Plan, and other potential activities. The successful execution of this project is subject to increase in project scope and risks, including potential delays, cost overruns, regulatory challenges, and changes in funding availability. Contents

WeMemorandum ~~anticipate that subsequent phases~~ of ~~work~~Understanding ~~under~~with ~~the two umbrella agreements that have not yet been released may include post-irradiation examination of the irradiated fuel material coupons~~Oklo, loop irradiation testing in the ATR, and post-irradiation examination of one or more uranium-zirconium fuel rodlets, transient experiments in the Transient Reactor Test Facility at INL, Fuel Qualification Plan support, safety analysis modeling development and support, as well as fuel thermo-mechanical modeling development and supportInc.

~~Safety~~In ~~Analysis~~January ~~Code~~2025, ~~Development~~we ~~Agreement~~entered into a Memorandum of Understanding (MOU) with Oklo, Inc. (Oklo), a developer of advanced micro-reactors designed to provide clean, reliable, and affordable energy. The MOU contemplates potential areas of collaboration, including: (i) a preliminary evaluation of the feasibility of co-locating a Lightbridge commercial-scale fuel fabrication facility with Oklo’s proposed commercial fuel fabrication facility; (ii) exploring opportunities for collaboration on the reprocessing and recycling of spent uranium-zirconium fuel; and (iii) evaluating other potential areas of mutual interest. In April 2026, the term of the MOU was extended through December 31, 2026.

OnDuring ~~October~~our ~~27,~~preliminary ~~2025,~~evaluation weof ~~entered~~co-location ~~into~~at anOklo’s ~~Agreement~~proposed ~~for~~Idaho ~~Safety~~Falls ~~Analysis~~site, ~~Codes~~we ~~and~~identified ~~Services~~regulatory ~~for~~considerations ~~Lightbridge~~associated ~~Fuel~~with ~~Designs~~the ~~with~~application ~~Numerical~~of ~~Advisory~~different ~~Solutions~~licensing frameworks, ~~LLC~~including ~~(“NAS”),~~oversight aby ~~provider~~the ofDOE ~~nuclear~~for ~~engineering~~Oklo’s ~~analysis~~proposed ~~software.~~activities ~~Under~~and the ~~agreement,~~U.S. ~~NAS~~Nuclear ~~will~~Regulatory ~~perform~~Commission ~~code-development,~~for ~~benchmarking~~our commercial fuel fabrication facility. Based on these considerations, ~~and~~co-location ~~modeling~~at ~~services~~this tosite ~~support~~with ~~the~~Oklo ~~creation~~under ofseparate ~~Lightbridge’s~~licensing ~~proprietary~~frameworks ~~fuel-safety~~is ~~analysis~~not ~~methods~~currently ~~and~~being ~~the~~pursued. ~~adaptation~~We ofare ~~industry-standard~~currently ~~computer~~evaluating ~~codes~~potential sites for ~~the~~a standalone Lightbridge ~~Fuel™~~fuel ~~helical-cruciform~~fabrication ~~metallic U-Zr design~~facility.

~~The~~We ~~work~~also ~~scope~~continue ~~includes~~to ~~hold~~contemplate co-~~point~~locating ~~reviews~~a ~~and~~Lightbridge ~~deliverable~~fuel ~~acceptance~~fabrication byfacility ~~Lightbridge~~ with an ~~estimated~~Oklo ~~completion~~facility ~~window~~at ~~between~~a ~~October~~site ~~2026~~where ~~through~~a ~~January~~coordinated ~~2027.~~licensing ~~The~~approach ~~total~~may ~~contract~~be ~~value~~implemented, isand ~~approximately~~we ~~$0.8~~continue ~~million,~~to ~~with~~assess ~~milestone-based~~the ~~payments.~~potential ~~The~~collaboration ~~resulting~~opportunities ~~software~~with ~~and~~Oklo ~~analysis~~in ~~models~~areas ~~will~~such beas ~~owned~~recycling byand ~~Lightbridge~~reprocessing ~~and~~of ~~are~~spent ~~expected~~uranium-zirconium tofuel; ~~strengthen~~however, ~~Lightbridge’s~~no ~~internal~~definitive ~~capability~~agreements tohave ~~perform~~been ~~reactor~~reached, ~~safety~~and ~~analyses~~there incan ~~support~~be ofno ~~future~~assurance ~~regulatory~~that ~~submissions~~any ~~and~~such ~~commercial~~collaboration ~~fuel~~will ~~demonstrations~~be realized.

~~Romania~~Master ~~Feasibility~~Services ~~Study~~Agreement ofwith ~~Lightbridge~~Amentum ~~Fuel™~~Technology ~~for use in CANDU reactors~~ Inc.

OnIn ~~October~~December 162025, ~~2023,~~the weCompany ~~engaged~~entered ~~Institutul~~into ~~de Cercetări Nucleare Pitești,~~ a ~~subsidiary~~Master ofServices ~~Regia~~Agreement ~~Autonoma~~(MSA) ~~Tehnologii~~with ~~pentru~~Amentum ~~Energia~~Technology ~~Nucleara~~Inc. (~~RATEN ICN~~Amentum) relating to ~~perform~~the anperformance ~~engineering~~of ~~study~~activities toby ~~assess~~Amentum ~~the~~in ~~compatibility~~support ~~and~~of ~~suitability~~the ofco-location ~~Lightbridge~~feasibility ~~Fuel™~~study ~~for~~under ~~use~~the inMOU ~~Canada~~with ~~Deuterium~~Oklo ~~Uranium~~described ~~(CANDU)~~above, ~~reactors.~~as ~~This~~well ~~assessment~~as ~~covers~~other ~~key~~activities ~~areas~~as ~~including~~the ~~mechanical~~Company ~~design,~~and ~~neutronics~~Amentum ~~analysis,~~may ~~and~~agree ~~thermal~~from ~~and~~time ~~thermal-hydraulic~~to ~~evaluations~~time. The ~~findings~~Company ~~from~~is ~~this~~in ~~engineering~~the ~~study~~process ~~will~~of ~~play~~finalizing ana ~~important~~new ~~role~~task inorder ~~guiding~~with ~~future~~Amentum ~~economic~~to ~~evaluations~~conduct ~~and~~a ~~navigating~~site ~~potential~~selection ~~regulatory~~study ~~licensing-related~~and ~~issues~~perform ~~for~~a ~~potential~~conceptual ~~use~~design offor ~~Lightbridge~~a ~~Fuel™~~standalone LEFF in ~~CANDU reactors~~2026.

23Commercialization ~~Table~~Outlook and Key Drivers of ~~Contents~~Timing

The ~~results~~long-term milestones towards development and commercialization of ~~this~~nuclear ~~Feasibility~~fuel ~~Study~~assemblies ~~indicated~~include, ~~that~~among ~~Lightbridge~~other ~~Fuel™~~things, ~~can~~irradiating ~~double~~nuclear ~~the~~material ~~discharged~~samples ~~burnup~~and prototype fuel rods with enriched uranium in atest ~~CANDU~~reactors, ~~reactor~~conducting atpost-irradiation Uexamination of irradiated material samples and/or prototype fuel rods, performing thermal-~~235~~hydraulic ~~enrichment~~experiments, ~~levels~~performing seismic and other out-of-reactor ~~less~~experiments, ~~than~~performing 3%advanced ~~compared~~computer tomodeling ~~conventional~~and ~~uranium~~simulations ~~dioxide~~to support fuel. ~~Based~~qualification, ondesigning ~~these~~a ~~favorable~~lead ~~initial~~test ~~results~~assembly, weentering ~~plan~~into toone ~~continue~~or ~~further~~more ~~evaluation~~lead oftest ~~Lightbridge~~rod/assembly ~~Fuel™~~agreements inwith ~~CANDU~~host reactors, demonstrating the production process of our fuel including lead test rods and/or ~~are~~lead ~~currently~~test inassemblies ~~the~~at ~~process~~a ofplanned ~~finalizing~~LEFF and demonstrating the ~~scope~~operation of ~~work~~lead ~~for~~test ~~the~~rods ~~next~~and/or ~~phase~~lead oftest ~~activities~~assemblies in commercial reactors.

InThere ~~August~~are ~~2025,~~inherent weuncertainties ~~entered~~in ~~into~~the ancost ~~agreement~~and ~~with~~outcomes ~~RATEN~~of ~~ICN (~~the ~~2025~~many ~~RATEN~~steps ~~ICN~~needed ~~Agreement) to design and conduct irradiation test(s)~~ for ~~several~~successful ~~Lightbridge~~deployment ~~fuel rodlets, with the objective~~ of ~~irradiating~~our ~~the~~fuel ~~rodlets~~in tocommercial ~~one~~nuclear orreactors, ~~more~~which ~~target~~makes ~~discharge~~it ~~burnups~~difficult ~~and subjecting the irradiated rodlets~~ to ~~Post~~accurately ~~Irradiation~~predict ~~Examination. In accordance with~~ the ~~terms~~timing of the ~~2025~~commercialization ~~RATEN~~of ~~ICN~~our ~~Agreement,~~nuclear ~~the~~fuel ~~work~~technology. ~~will~~Our ~~occur~~ultimate incommercial ~~two~~model ~~phases:~~remains ~~(1)~~under Inevaluation ~~Phase~~and 1,may ~~ICN~~evolve ~~RATEN~~as ~~will~~our ~~conduct~~fuel ~~scoping~~development ~~studies to develop preliminary experiment designs~~progresses, ~~evaluate~~regulatory ~~infrastructure~~pathways ~~and~~are ~~equipment needs~~clarified, and ~~obtain~~commercial ~~cost~~partnerships ~~and~~are ~~schedule~~established. ~~estimates~~See ~~for~~Part ~~potential new driver fuel; (2) In Phase 2~~I, ~~ICN~~Item ~~RATEN~~1A. ~~will~~Risk ~~implement~~Factors—“Risks ~~refurbishments,~~Related ~~procure~~to ~~equipment~~Our ~~and~~Business ~~driver fuel as needed, finalize experiment design, fabricate~~ and ~~operate~~to the ~~test~~Commercialization ~~assembly,~~of ~~and complete post-irradiation examination.~~ Lightbridge ~~will~~Fuel™” bein ~~responsible~~our ~~for~~Annual ~~supplying~~Report ~~experimental~~on ~~fuel~~Form ~~rodlets~~10-K for ~~use in~~ the ~~irradiation~~year ~~tests.~~ended ~~The~~December ~~Phase~~31, ~~1 work began in August~~ 2025 ~~at a cost of $35,000~~.

~~Nuclear~~Critical ~~Energy~~Accounting ~~University Program Awards~~ Estimates

~~Texas~~For ~~A&M~~a ~~University~~discussion ~~(TAMU),~~of ~~NuScale~~the ~~Power,~~accounting judgments and ~~Structural~~estimates ~~Integrity~~that ~~Associates~~we ~~are~~have ~~working~~identified onas acritical ~~3-year~~in ~~study~~the preparation of our ~~nuclear~~financial ~~fuel~~statements, ~~led~~please bysee ~~TAMU.~~Part ~~The TAMU study is expected to be completed in 2026. In mid-2023~~II, ~~TAMU~~Item ~~was awarded $1~~7.0 ~~million by the DOE~~Management’s ~~Nuclear~~Discussion ~~Energy~~and ~~University~~Analysis ~~Program~~of ~~(NEUP)~~Financial ~~R&D~~Condition ~~Awards~~and toResults ~~conduct~~of ~~this~~Operations—“Critical ~~study.~~Accounting ~~The~~Estimates” ~~project~~in ~~entails~~our aAnnual ~~characterization~~Report ofon ~~the~~Form ~~performance~~10-K offor the ~~Lightbridge~~year ~~Fuel™~~ended ~~Helical~~December ~~Cruciform advanced fuel design~~31, ~~which~~2025. ~~will~~There ~~generate~~have ~~sets~~been ofno ~~experimental~~significant ~~data~~changes onin ~~friction~~our ~~factor,~~critical ~~flow,~~accounting policies and ~~heat~~estimates ~~transfer~~during ~~behavior~~the ~~under~~three ~~NuScale’s~~months ~~SMR~~ended ~~simulated~~March ~~normal~~31, ~~and off-normal conditions~~2026.

We18 ~~previously~~Table ~~announced the ongoing NEUP project with the Massachusetts Institute~~ of Technology (MIT). The study led by MIT and funded by DOE relates to evaluation of accident tolerant fuels in various SMRs. The project aims to simulate the fuel and safety performance of Lightbridge Fuel™ for the NuScale SMR and provide scoping analysis to improve the safety and economics of water-cooled SMRs. In October 2024, MIT presented a technical paper with preliminary safety evaluation results at the TopFuel 2024 Conference in Grenoble, France. According to MIT, the results have shown promising safety and performance benefits for Lightbridge Fuel™. Compared to conventional fuel, Lightbridge Fuel™ demonstrated improved thermal-hydraulic margins, lower operating temperatures, and greater potential for power uprates, which contributes to enhancing reactor economics.Contents

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

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

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

· INL: Produce samples, coupons, and rodlets necessary for testing to be performed under our INL agreements. We will continue to execute the SPPA/CRADA work at INL leading to casting and extrusion of fuel material samples using enriched uranium and their subsequent insertion for irradiation testing in the ATR. · Modeling: Continue development and/or validation (benchmarking) of Lightbridge-specific methods and modifications to existing modeling codes to accurately predict Lightbridge Fuel™ performance over the full domain of operating conditions for which Lightbridge Fuel™ will be licensed. · Fuel Qualification Plan: Develop a Fuel Qualification Plan that describes our approach to characterizing and validating the performance our fuel rods, assemblies, and assembly components in relevant operation scenarios, and validation of the modeling tools that accurately describe the performance of Lightbridge Fuel™ in the relevant conditions. · NRC Engagement Plan: Prepare and submit the Nuclear Regulatory Commission (NRC) Engagement Plan that outlines how and when Lightbridge will engage the NRC regarding submission of relevant information and supporting documentation for license applications. · Fabrication: Continue manufacturing efforts relating to establishing a manufacturing process for the co-extrusion of cladded rodlets for loop irradiation testing and other fuel testing. In addition, we plan to complete site selection and begin deployment of a Lightbridge Expandable Fuel Fabrication Facility with capacity to produce fuel samples, fuel coupons, fuel rodlets, and full-length fuel rods for lead test rods and lead test assemblies for demonstration of our fuel in commercial reactors. · Thermal-Hydraulic Analysis and Experiments: Perform thermal-hydraulic modeling of Lightbridge Fuel™ to prepare for a series of thermal-hydraulic experiments to confirm pressure drop, critical heat flux performance, and other thermal-hydraulic parameters of Lightbridge Fuel™ under various operating conditions in different types of reactors.

24 Table of Contents

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

The above future steps describe our current proposed approach to deploying Lightbridge Fuel™ in CANDU and/or U.S. pressurized water reactors (PWRs).

There are inherent uncertainties in the cost and outcomes of the many steps needed for successful deployment of our fuel in commercial nuclear reactors, which makes it difficult to accurately predict the timing of the commercialization of our nuclear fuel technology. However, based on our best estimate and assuming adequate R&D funding levels, we expect to begin demonstration of lead test rods and/or possibly LTAs with our metallic fuel in commercial reactors in the 2030s and begin receiving purchase orders for initial fuel reload batches from utilities 15-20 years from now, with deployment of our nuclear fuel in the first reload batch in a commercial reactor taking place approximately two years thereafter. We are exploring ways of shortening this timeframe that may include securing access to expanded irradiation test loop capacity in existing or new research reactor facilities. Lightbridge aims to engage early with relevant nuclear regulators to inform our future R&D activities.

While we continue to target LTAs with our metallic fuel in commercial reactors in the 2030s, there are several potential developments that, if successful, could accelerate our anticipated timelines. These developments include:

· Expedited nuclear fuel testing through advanced modeling and simulation, as well as potential use of accelerated irradiation techniques, such as the use of high-enriched uranium in so called Fission Accelerated Steady-state Test type experiments; · Early engagement with a strategic partner to establish fabrication infrastructure or a pilot-scale fuel fabrication facility to complete development of the manufacturing process for our fuel rods; · Streamlined regulatory pathways enabled by pre-submission consultations with the NRC, in part supported by recent legislation such as the ADVANCE Act and longstanding federal initiatives; · Supportive federal policies originating from recent Executive Orders, which laid groundwork for continued federal prioritization of next-generation nuclear technology and a mandate given to the NRC to shorten regulatory review and approval timelines to 12 months for existing reactors and 18 months for new reactor applications. These initiatives, along with current regulatory and legislative efforts, reinforce a policy environment that may be favorable to an accelerated commercialization pathway for Lightbridge Fuel; and · Some companies developing advanced reactors have deployed pilot-scale facilities that include buildings with security and infrastructure features similar to what Lightbridge would require. Their success may assist Lightbridge in having more certainty regarding the cost and timing of deploying such a facility.

25 Table of Contents

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make a variety of estimates and assumptions that affect (i) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and (ii) the reported amounts of revenues and expenses during the reporting periods covered by the financial statements. For a discussion of the accounting judgments and estimates that we have identified as critical in the preparation of our financial statements, please see “Critical Accounting Estimates” under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 3, 2025. There have been no significant changes in our critical accounting policies and estimates during the nine months ended September 30, 2025.

Our management expects to make judgments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the future resolution of the uncertainties increase, these judgments become even more subjective and complex. Although we believe that our estimates and assumptions are reasonable, actual results may differ significantly from these estimates. Changes in estimates and assumptions based upon actual results may have a material impact on our results of operations and/or financial condition.

OPERATIONS REVIEW

Financial information is included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Condensed Consolidated Results of Operations - Three Months Ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025

The following table presents our ~~historical~~ operating results and the change in amounts for the periods indicated (~~rounded~~in to millions):

	Three Months Ended						Increase		Increase
	September 30,						(Decrease)		(Decrease)
	March 31,						(Decrease)		(Decrease)
	2025			2024			Change $		Change %
	2026			2025			Change $		Change %
Operating Expenses
General and administrative	$	34.23		$	13.75		$	10.58		8823	%
Research and development	$	23.03		$	1.37		$	01.76		5494	%
Total Operating Expenses	$	57.26		$	35.02		$	2.24		7346	%
Operating Loss	$	(57.26	)	$	(35.02	)	$	2.24		7346	%
Interest income	$	1.1		$	0.3		$	0.8		267	%
Other Income		1.3			0.4			0.9		225	%
Net loss before Income Taxes	$	(46.13	)	$	(24.78	)	$	1.45		5231	%
Net Loss	$	(46.13	)	$	(24.78	)	$	1.45		5231	%

Operating Expenses

General and Administrative

General and administrative (G&A) expenses consist ~~mostly~~primarily of compensation and related costs for ~~personnel~~finance ~~and facilities~~personnel, including stock-based compensation, ~~finance,~~and ~~human resources, information technology,~~ fees for ~~consulting,~~professional ~~IT services~~ and ~~other~~consulting ~~professional~~ services. Professional services are principally comprised of legal, audit, strategic advisory services, and ~~outsourcing~~outsourced services such as human resources and information technology.

G&A expenses increased by $10.58 million for the three months ended ~~September~~March 3031, ~~2025~~2026, as compared to the three months ended ~~September~~March 3031, ~~2024~~2025. The increase ~~primarily consisted of an increase in professional fees of $0.6 million, an increase in consulting fees of $0.1 million, and an increase in stock-based compensation of $0.8 million. The increase~~ was primarily ~~attributable~~due to ana: ~~increase in grants of performance-based restricted stock awards ( PSAs).~~

Total stock-based compensation included in G&A expenses was $1.1 million and $0.3 million for three months ended September 30, 2025 and September 30, 2024, respectively.

	·	$0.7 million increase in stock-based compensation for employees, contractors, and directors, reflecting several new stock-based awards granted after the prior period end, including performance stock awards; and
	·	$0.1 million increase in other administrative expenses, including recruiting fees and IT expenses.

26Total ~~Table~~stock-based ofcompensation ~~Contents~~included in G&A expenses was $1.8 million and $1.1 million for the three months ended March 31, 2026 and March 31, 2025, respectively.

Research and Development

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

The following table presents our total R&D expenses, ~~including internal costs and other outside R&D costs,~~ for the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025 (~~rounded~~in to millions):

	Three Months Ended				Increase		Increase
	September 30,
	March 31,				(Decrease)		(Decrease)
	2025		2024
	2026		2025		Change $		Change %
INL Project	$	0.8	$	0.48	$	—		—
Centrus Energy front-end engineering and design (FEED) study		—		0.1
IT expenses		0.5		—		0.5		100	%
Allocated employee compensation and stock-based compensation expenses		0.9		0.5
Allocated employee compensation and stock-based compensation		1.8		0.8		1.0		125	%
Other R&D expenses		0.3		0.3
Other outside R&D expenses		0.2		0.1		0.1		100	%
Total	$	23.03	$	1.37	$	1.6		94	%

~~R&D~~19 ~~expenses~~Table ~~increased by $0.7 million for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, due to the increase in R&D activities related to the development~~ of Lightbridge Fuel™. This increase primarily consisted of an increase in INL project labor costs of $0.4 million, an increase in allocated employee compensation and stock-based compensation expenses of $0.4 million and an increase in consulting fees of $0.1 million, partially offset by a decrease in R&D expenses related to the Centrus Energy FEED study of $0.1 million, which was completed in 2024, and a decrease in IT expenses of $0.1 million.Contents

~~Total~~R&D ~~stock-based~~expenses ~~compensation~~increased ~~included~~by in$1.6 ~~research~~million ~~and~~for ~~development~~the ~~expenses~~three ~~was~~months ~~$0.5~~ended ~~million~~March ~~and~~31, ~~$0.1~~2026, ~~million~~as ~~for~~compared to the three months ended ~~September~~March 3031, 2025. ~~and~~The ~~2024,~~increase ~~respectively.~~was primarily due to a:

~~Due~~· to$1.0 ~~the~~million ~~nature~~increase ofin ~~our~~allocated ~~R&D~~employee ~~expenditures,~~compensation ~~future~~and ~~costs~~stock-based ~~and~~compensation, ~~schedule~~reflecting ~~estimates~~an ~~are~~increase ~~inherently~~in ~~uncertain~~new ~~and~~hires, ~~can~~increased ~~vary~~employee ~~significantly~~bonuses, asand several new ~~information~~stock-based ~~and~~awards ~~the~~granted ~~outcome~~after ofthe ~~these~~prior ~~R&D~~period ~~activities~~end, ~~become~~including ~~available.~~performance ~~Our~~stock ~~future~~awards; ~~long-term~~· ~~business~~$0.5 ~~operations~~million ~~are~~increase ~~dependent~~in onIT ~~budgetary~~expenses, ~~constraints~~which ~~due~~include ~~primarily~~additional tocomputer ~~market~~hardware, ~~conditions~~software, and ~~the~~operating ~~uncertainty~~expenses ofrelated ~~future~~to ~~liquidity~~the ~~and~~Company’s ~~capital~~high-performance ~~resources~~computer; ~~available~~and to· us$0.1 tomillion ~~conduct~~increase ~~our~~in ~~future~~other outside R&D ~~activities~~expenses.

Total stock-based compensation included in R&D expenses was $0.7 million and $0.2 million for the three months ended March 31, 2026 and 2025, respectively.

We expect to significantly increase our R&D spend as we evaluate a potential site location and work on a conceptual design for the LEFF and as we continue to hire additional engineers in the near future to focus on fuel fabrication development, irradiation testing programs, and our collaboration with the DOE at INL.

Due to the nature of our R&D expenditures, future costs and schedule estimates are inherently uncertain and can vary significantly as new information and the outcomes of these R&D activities become known. Our future business operations are dependent on budgetary constraints due primarily to market conditions and the uncertainty of future liquidity and capital resources available to us to conduct our future R&D activities.

Interest Income

~~Interest~~There ~~income~~was ~~increased~~an byincrease in interest income of $0.89 million ~~for~~due ~~the~~to ~~three months ended September 30, 2025, driven by~~ higher cash balances, ~~from~~which ~~our~~resulted ~~ATM~~in ~~sales.~~an ~~The~~increase ~~additional~~in ~~cash~~interest ~~generated~~income ~~was~~earned ~~deployed~~from inthe ~~purchasing~~purchase of treasury bills and ~~deposited~~from ~~into~~our bank savings, ~~which~~account ~~collectively~~for ~~yielded~~the ~~greater~~three ~~interest~~months ~~income~~ended March 31, 2026, as compared to the ~~same~~three ~~period~~months inended ~~2024~~March 31, 2025.

~~Condensed~~Liquidity, ~~Consolidated~~Capital ~~Results~~Resources ofand ~~Operations~~Financial –Position ~~Nine Months Ended September 30, 2025 and 2024~~

~~The~~Overview ~~following~~– ~~table~~Funding ~~presents our historical operating results and the change in amounts for the periods indicated (rounded to millions):~~ Requirements

	Nine Months Ended						Increase		Increase
	September 30,						(Decrease)		(Decrease)
	2025			2024			Change $		Change %
Operating Expenses
General and administrative	$	9.2		$	5.7		$	3.5		61	%
Research and development	$	5.3		$	3.2		$	2.1		66	%
Total Operating Expenses	$	14.5		$	8.9		$	5.6		63	%
Operating Loss	$	(14.5	)	$	(8.9	)	$	5.6		63	%
Interest Income	$	2.1		$	1.0		$	1.1		110	%
Net loss before Income Taxes	$	(12.4	)	$	(7.9	)	$	4.5		57	%
Net Loss	$	(12.4	)	$	(7.9	)	$	4.5		57	%

We assess our liquidity based on our ability to fund the cash requirements of our R&D activities, G&A expenses, contractual obligations, and other operating needs. Based on our current level of operating expenses and our available cash resources, we believe we have sufficient liquidity to fund our operations and meet our anticipated cash requirements for at least the next 12 months from the date of this filing. Our longer-term liquidity will depend on our ability to obtain additional financing, as our existing capital resources are not sufficient to fund our long-term operations, R&D activities, and commercialization efforts.

27 Table of Contents

Operating Expenses

General and Administrative

G&A expenses increased by $3.5 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase primarily consisted of an increase in professional fees of $1.3 million, an increase in consulting fees of $0.3 million, an increase in IT services fees of $0.1 million, an increase in employee compensation and employee benefits of $0.1 million, and an increase in stock-based compensation of $1.7 million primarily due to the accelerated vesting of RSAs issued to a former employee of $0.5 million and an increase in grants of PSAs of $1.2 million.

Total stock-based compensation included in G&A expenses was $2.7 million and $1.0 million for nine months ended September 30, 2025 and September 30, 2024, respectively.

Research and Development

The following table presents our total R&D expenses, including internal costs and other outside R&D costs, for the nine months ended September 30, 2025 and 2024 (rounded to millions):

	Nine Months Ended
	September 30,
	2025		2024
INL project	$	2.4	$	1.1
Romania feasibility study		—		0.1
Centrus Energy FEED study		—		0.3
Allocated employee compensation and stock-based compensation expenses		2.3		1.2
Other R&D expenses		0.6		0.5
Total	$	5.3	$	3.2

R&D expenses increased by $2.1 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, due to the increase in R&D activities related to the development of Lightbridge Fuel™. This increase primarily consisted of an increase in INL project labor costs of $1.3 million, an increase in allocated employee compensation and stock-based compensation expenses of $1.1 million, and an increase in consulting services fees of $0.1 million included in Other R&D expenses, partially offset by a decrease in R&D expenses related to the Romania feasibility study and Centrus Energy FEED study of $0.4 million, both of which studies were completed in 2024.

Total stock-based compensation included in research and development expenses was $0.9 million and $0.2 million for the nine months ended September 30, 2025 and 2024, respectively.

We currently anticipate investing approximately $12.0 million in the R&D of our nuclear fuel for the full year 2025. However, this projected spending for 2025 is subject to change and actual expenditures may vary.

Due to the nature of our R&D expenditures, future costs and schedule estimates are inherently uncertain and can vary significantly as new information and the outcome of these R&D activities become available. Our future business operations are dependent on budgetary constraints due primarily to market conditions and the uncertainty of future liquidity and capital resources available to us to conduct our future R&D activities.

Interest Income

Interest income increased by $1.1 million for the nine months ended September 30, 2025, driven by higher cash balances from our ATM sales. The additional cash generated was deployed in purchasing treasury bills and deposited into bank savings, which collectively yielded greater interest income compared to the same period in 2024.

LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION

Overview

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Short-Term Liquidity and Capital Resources

AsAt ofMarch ~~September 30~~31, ~~2025~~2026, we had cash and cash equivalents of $~~153~~215.37 million, as compared to $40201.09 million asat of December 31, ~~2024~~2025, an increase of $~~113~~13.38 million. ~~During~~We ~~the nine months ended September 30, 2025, we~~ raised net proceeds of $~~120~~18.46 million from the sale of approximately 91.94 million shares of common stock during the three months ended March 31, 2026. Our net cash used in operating activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, was $84.18 million. We do not anticipate any material incoming cash flows from operations for the foreseeable future, and we expect to continue funding our business primarily through our ATM program or other equity offerings.

We believe that our existing cash and cash equivalents of $153.3 million as of September 30, 2025, together with any additional sources such as cash flows from potential financing and ATM proceeds will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months from the date of this filing. Given the uncertainties inherent in our R&D programs and the industry, we cannot precisely estimate our total cash requirements over the next 12 months. We expect these expenditures to increase over time as we advance the development and potential commercialization of our Lightbridge Fuel™. While we do not anticipate any material incoming cash flows from operations in the near term, we expect to continue funding our business primarily through our ATM equity offering.

Long-Term Liquidity and Capital Requirements

~~Beyond~~Due 12to ~~months~~the uncertainties inherent in our R&D programs and the broader industry environment, we ~~expect~~are unable to ~~require~~reliably ~~additional~~estimate ~~capital~~our tototal ~~continue~~cash requirements over the full R&D ~~activities~~period ~~over~~or abeyond ~~protracted~~the ~~time~~next ~~period~~12 months. We expect our expenditures to increase over time as we advance the development and potential commercialization of our Lightbridge Fuel™. We expect that significant additional capital will be required over an extended period to advance Lightbridge Fuel™ through development and toward commercial deployment. The amount and timing of future funding needs will depend on technical progress, regulatory requirements, design and construction costs of the LEFF, partnering arrangements, and the availability of government support. At this stage, we cannot reliably estimate the total funding required to reach commercial deployment. We currently intend to fund these activities through a mix of equity financing, strategic partnerships, and potential government grants or awards, but there can be no assurance that these additional sources of capital will be made available on terms acceptable to us, or at all.

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

· The scope, timing, and cost of R&D activities conducted at DOE national laboratories. · The design and execution of future fuel development programs. · The design, construction, and operating costs associated with the LEFF. · The timing and structure of potential strategic partnerships and collaborations.

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

We plan to raise the required long-term capital through a combination of:

· Additional equity issuances. · Potential strategic investments from industry partners. · Government grants and other forms of in-kind or financial support.

Sources of Liquidity

Our current primary source of liquidity is ~~cash on hand and~~ potential proceeds from our ATM equity ~~offering~~offerings. OnDuring ~~June~~the 5,three ~~2025,~~months weended ~~entered~~March ~~into~~31, an2026, ~~Open~~we ~~Market~~sold ~~Sale~~approximately ~~Agreement with Jefferies LLC (Jefferies) to offer and sell up to $75~~1.04 million shares of our common stock, ~~from~~under ~~time to time, pursuant to~~ our ~~effective~~sales ~~shelf~~agreement ~~registration~~with ~~statement~~Jefferies ~~on Form S-3 (File No. 333-287563)~~LLC, ~~filed~~receiving onnet ~~May~~proceeds ~~23,~~(less ~~2025,~~sales commissions and ~~declared~~expenses) ~~effective~~of ~~on June 4, 2025~~$18.6 ~~Sales under the ATM will be made pursuant to the base prospectus filed as part of the shelf registration and the prospectus supplement filed on September 26, 2025~~million.

~~Although~~We wehave ~~expect~~a ~~the~~$350 ~~ATM~~million ~~offering~~shelf toregistration ~~remain~~statement ~~our~~on ~~primary~~Form ~~source~~S-3 of(File ~~working~~No. ~~capital in 2025, there are inherent uncertainties associated with our ability to continue raising capital through the ATM program~~333-291837). ~~These~~As ~~uncertainties~~of ~~include~~March ~~potential declines in our stock price~~31, ~~fluctuations in trading volume~~2026, ~~adverse~~approximately ~~market conditions, or regulatory changes that could limit our access to capital under the current ATM arrangement~~$122.9 Inmillion ~~addition, the issuance~~ of ~~additional shares through the ATM may result in significant dilution to existing stockholders, and the potential for such dilution could negatively impact the market price of~~ our common stock. ~~There~~remained ~~can be no assurance that the ATM financing will remain~~ available tofor usissuance onand ~~acceptable~~sale ~~terms,~~under orthe ~~at all, when needed. See Note 7. Stockholders~~Company’s ~~Equity~~$150 ~~and~~million ~~Stock~~at-~~Based~~the-market ~~Compensation~~offering ofprogram ~~the~~pursuant ~~Notes~~ to ~~our~~the ~~Unaudited~~related ~~Condensed~~prospectus ~~Consolidated~~supplement, ~~Financial~~as ~~Statements included in Part I~~amended. ~~Item 1. Financial Statements of this Quarterly Report on Form 10-Q for additional information regarding our prior equity financings.~~

WeLiquidity ~~currently~~Outlook ~~have no debt or lines of credit~~ and have historically funded our operations through the sale of preferred and common stock. Although management believes additional public or private equity investments may be available in the future, adverse market conditions, unfavorable stock price movements, or reduced trading volumes could substantially impair our ability to raise capital when needed.Risks

29Although ~~Table~~we expect our ATM offerings to remain our primary source of ~~Contents~~working capital in 2026, there are inherent uncertainties associated with our ability to continue raising capital through an ATM program. These uncertainties include potential declines in our stock price, fluctuations in the trading volume of our common stock, adverse overall stock market conditions, dilution to existing shareholders, or regulatory changes that could limit our access to capital under the current ATM arrangement. Although management believes additional public or private equity investments may be available in the future, adverse market conditions, unfavorable stock price movements, or reduced trading volumes could substantially impair our ability to raise capital when needed.

~~Liquidity~~Contractual ~~Risks~~ and ~~Uncertainties~~Other Obligations

WeAs ~~anticipate~~noted ~~continued~~previously, ~~negative~~we ~~cash~~have ~~flows~~entered ~~from~~into ~~operations~~PTSs ~~for~~with BEA, the ~~foreseeable~~operating ~~future.~~contractor Ifof weINL, ~~are~~in ~~unable~~collaboration towith ~~secure~~the ~~adequate~~DOE, which statements set forth the initial scopes of work and funding ~~through~~commitments ~~equity~~under ~~sales~~the SPPA and CRADA umbrella agreements. Performance of work under these agreements may be terminated at any time by either party, ~~strategic~~without ~~partnerships~~any liability, orafter ~~government~~the ~~support~~effective date of termination, weupon ~~may~~30 days’ written notice under the SPPA and 60 days’ written notice under the CRADA. In the event of termination, the Company shall be ~~required~~responsible tofor ~~seek~~BEA’s ~~additional~~costs ~~financing~~(including the closeout costs), ~~which~~through ~~could~~the ~~include~~effective date of termination, but in no event shall the ~~issuance~~Company’s cost responsibility exceed the total estimated cost stated in each PTS and any subsequent modification to the PTS. As of ~~common~~March ~~stock~~31, ~~preferred~~2026, ~~stock~~the aggregate funding commitment remaining from the Company to BEA, orif ~~convertible~~and ~~securities~~when incurred, would not exceed $13.5 ~~Any~~million. ~~such~~In ~~future~~April ~~financings~~2026, ~~may~~the ~~result~~Company inentered ~~dilution~~into toSPPA ~~existing~~PTS ~~stockholders~~No. or6 ~~could~~with ~~impose~~BEA, ~~additional~~with ~~financial~~an orestimated ~~operational~~total ~~restrictions~~cost of approximately $4.6 million.

Our ability to continue the development of our nuclear fuel and achieve key R&D milestones is dependent on securing sufficient funding and forming strategic partnerships in the future. Failure to obtain adequate funding on acceptable terms in the future could significantly delay or prevent the advancement of our nuclear fuel development program.

Cash Flow

The following table provides detailed information about our net cash flows for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025 (~~rounded~~ in millions):

	Nine Months Ended
	Three Months Ended
	September 30,
	March 31,
	2025			2024
	2026			2025			Change $			Change %
Net Cash Used in Operating Activities	$	(84.18	)	$	(53.73	)	$	(1.5	)		45	%
Net Cash Used in Investing Activities		—			—			—			—
Net Cash Provided by Financing Activities		~~121~~18.46			320.72			(1.6	)		(8	)%
Net Increase (Decrease) in Cash and Cash Equivalents	$	113.3		$	(2.0	)
Net Cash Inflow (Outflow)	$	13.8		$	16.9		$	(3.1	)		(18	)%

Operating Activities

Cash used in operating activities increased by $21.45 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 as compared to the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025. This increase was primarily due to increased ~~spending~~cash expenditures on R&D and G&A expenses, partially offset by higher interest income, reflecting increased average cash balances following equity financings. The changes in working capital in the three months ended March 31, 2026, which included an increase in prepaid expenses and other assets of $1.4 million, were partially offset by an increase in accounts payable and accrued liabilities of $0.4 million.

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Financing Activities

Cash provided by financing activities ~~increased~~decreased by $~~117~~1.76 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 as compared to the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025. This ~~increase~~decrease was primarily due to ana ~~increase~~$1.6 inmillion ~~the~~decrease in net proceeds received from the issuance of common stock under our ATM ~~offering~~program ofand a $~~116~~0.72 million ~~and~~decrease in net proceeds from the exercise of stock options ~~of $1.2 million~~, partially offset by ana ~~increase~~$0.2 inmillion ~~net~~decrease ~~share~~in ~~settlement~~the payment of ~~equity~~withholding ~~awards~~taxes ~~for~~related to the ~~payment~~net ofshare ~~withholding~~settlement ~~taxes~~ of ~~$0.2~~equity ~~million~~awards.

~~Cash~~Net cash provided by our ATM ~~offering~~program was $~~120~~18.46 million (from the sale of approximately 91.94 million shares of common ~~shares)~~stock for the three months ended March 31, 2026 and $320.72 million (from the sale of approximately 12.46 million shares of common ~~shares)~~stock for the ~~nine~~three months ended ~~September~~March 3031, 2025 ~~and 2024, respectively~~.

Inflation

Our business, revenues, and operating results have not been affected in any material way by inflation.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 12b-2 ofunder the Exchange Act.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the ~~Securities~~ Exchange Act ~~of 1934, as amended (the Exchange Act))~~ that are designed to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (a) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (b) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating such controls and procedures, the Company recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~September~~March 3031, ~~2025~~2026.

Changes in Internal Control Over Financial Reporting

~~There~~We ~~were~~evaluated nothe changes in ~~the~~our ~~Company’s~~ internal control over financial reporting and concluded that there were no changes during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

3022 Table of Contents

PART II-OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe, either individually or in the aggregate, will have a material adverse effect on our business, financial condition, or results of operations.

ITEM 1A. RISK FACTORS

There have been no material changes to our risk factors from the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2024 and the Form 10-Q for the quarter ended June 30,~~ 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES OR USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

31 Table of Contents

ITEM 5. OTHER INFORMATION

Trading Arrangements

The adoption or termination of contracts, instructions or written plans for the purchase or sale of our securities by our Section 16 officers and directors for the three months ended ~~September~~March 3031, ~~2025~~2026, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (“a Rule 10b5-1 Plan”) and was adopted during an open ~~insider~~ trading window, ~~and~~with no sales ~~will~~commencing ~~commence~~ under the ~~plan~~Rule 10b5-1 Plan until completion of the required cooling off period under Rule 10b5-1, were as follows:

Name

~~Title~~

~~Action~~Title

~~Date Adopted~~

~~Expiration Date~~Action

~~Aggregate # of Securities to be Purchased/Sold~~

Date Adopted

Expiration Date

Aggregate # of Securities to be Purchased/Sold

Seth Grae(1)

Chief Executive Officer and Chairman of the Board

Adoption

9/30/2025

12/30/2026

98,711

Jesse Funches(1)

Director

Adoption

3/4/2026

6/7/2027

10,000

Andrey Mushakov(2)

Executive Vice President of Fuel Operations

Adoption

9/30/2025

12/31/2026

180,593

Sweta Chakraborty(2)

Director

Adoption

3/5/2026

5/31/2027

14,324

Mark Tobin(3)

Director

Adoption

9/30/2025

12/31/2026

15,000

Sherri Goodman(3)

Director

Adoption

3/20/2026

6/18/2027

9,087

(1) Seth Grae, the Chief Executive Officer and Chairman of the Board, entered into a pre-arranged stock trading plan pursuant to Rule 10b5-1 on September 30, 2025. Mr. Grae’s plan provides for the sale, subject to certain price limits, of up to 98,711 shares of the Company’s common stock in the aggregate. The plan terminates on December 30, 2026, unless terminated sooner in accordance with its terms.

Larry Goldman(4)

Chief Financial Officer

Adoption

1/16/2026

3/31/2027

84,608

(2) Andrey Mushakov, the Executive Vice President of Fuel Operations, entered into a pre-arranged stock trading plan pursuant to Rule 10b5-1 on September 30, 2025. Mr. Mushakov’s plan provides for the sale, subject to certain price limits, of up to 180,593 shares of the Company’s common stock in the aggregate. The plan terminates on December 31, 2026, unless terminated sooner in accordance with its terms.

(3) Mark Tobin, Director, entered into a pre-arranged stock trading plan pursuant to Rule 10b5-1 on September 30, 2025. Mr. Tobin’s plan provides for the sale at market price, of up to 15,000 shares of the Company’s common stock in the aggregate. The plan terminates on December 31, 2026, unless terminated sooner in accordance with its terms.

During the three months ended September 30, 2025, no other director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

	(1)	Jesse Funches, Director, entered into a Rule 10b5-1 Plan on March 4, 2026. Mr. Funches’s plan provides for the sale, subject to certain price limits, of up to 10,000 shares of the Company’s common stock in the aggregate. The plan terminates on June 7, 2027, unless terminated sooner in accordance with its terms.

	(2)	Sweta Chakraborty, Director, entered into a Rule 10b5-1 Plan on March 5, 2026. Ms. Chakraborty’s plan provides for the sale, either at market price or subject to certain price limits, of up to 14,324 shares of the Company’s common stock in the aggregate, which includes 4,324 shares subject to future vesting under restricted stock awards. The plan terminates on May 31, 2027, unless terminated sooner in accordance with its terms.

	(3)	Sherri Goodman, Director, entered into a Rule 10b5-1 Plan on March 20, 2026. Ms. Goodman’s plan provides for the sale at market price of up to 9,087 shares of the Company’s common stock in the aggregate, which includes 7,971 shares subject to future vesting under restricted stock awards. The plan terminates on June 18, 2027, unless terminated sooner in accordance with its terms.

	(4)	Larry Goldman, Chief Financial Officer, entered into a Rule 10b5-1 Plan on January 16, 2026. Mr. Goldman’s plan covers sales of up to 84,608 shares of common stock at certain price limits, composed solely of shares subject to future vesting under restricted stock awards and net of any shares withheld to satisfy tax withholding obligations upon vesting. The plan terminates on March 31, 2027, unless terminated sooner in accordance with its terms.

For the three months ended March 31, 2026, no other director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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ITEM 6. EXHIBITS

EXHIBIT INDEX -

ExhibitNumber		Description
10.1†		Form of Performance-Based Restricted Stock Award Agreement (incorporated by reference to the Exhibit 10.1 to the Form 8-K filed by the Company on August 29, 2025).
10.1▲		Modification No. 5 to the Project Task Statement No. 1, dated January 19, 2026, under the Strategic Partnership Project Agreement, dated December 9, 2022, as amended on May 23, 2023, March 26, 2024, October 24, 2024, and January 15, 2025, by and between Lightbridge Corporation and Battelle Energy Alliance, LLC (incorporated by reference to Exhibit 10.32 to the Form 10-K filed by the Company on February 26, 2026).
10.2*▲		Modification No. 3 to the Strategic Partnership Project, dated October 6, 2025, by and between the Company and Batelle Energy Alliance, LLC.
10.2▲*		Modification No. 4 to the Project Task Statement No. 1, dated March 16, 2026, under the Cooperative Research and Development Agreement, dated December 9, 2022, as amended on May 22, 2023, May 30, 2023, and January 16, 2025 by and between Lightbridge Corporation and Battelle Energy Alliance, LLC.
10.3▲*		Project Task Statement No. 6, dated April 14, 2026, under the Strategic Partnership Project Agreement, dated September 27, 2022, as amended, by and between Lightbridge Corporation and Battelle Energy Alliance, LLC.
31.1*		Rule 13a-14(a)/15d-14(a) Certification - Principal Executive Officer.
31.2*		Rule 13a-14(a)/15d-14(a) Certification - Principal Financial Officer.
32*		Section 1350 Certifications.
101		Interactive data files pursuant to Rule 405 of Regulation S-T.
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Labels 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).

* Filed or furnished herewith

†▲ ~~Indicates~~Certain aportions ~~management~~of ~~contract~~this orExhibit ~~compensatory~~have ~~plan~~been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of this Exhibit to the SEC upon request.

▲24 ~~Portions~~Table of ~~this exhibit have been omitted in compliance with Item 601 of Regulation S-K.~~Contents

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	LIGHTBRIDGE CORPORATION
Date: November 6, 2025	By:	/s/ Seth Grae
Date: April 30, 2026	By:	/s/ Seth Grae
	Name:	Seth Grae
	Title:	President, Chief Executive Officer, and Director
		(Principal Executive Officer)
	By:	/s/ Larry Goldman
	Name:	Larry Goldman
	Title:	Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

3325

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