UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Date of Report (Date of earliest event reported): November 6, 2025~~_________________

Date of Report (Date of earliest event reported): December 1, 2025

Centrus Energy Corp.

(Exact name of registrant as specified in its charter)


Delaware	1-14287	52-2107911
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6901 Rockledge Drive, Suite 800

Bethesda, MD 20817

(~~301)~~Address ~~564-3200~~of Principal Executive Offices)

Registrant's telephone number, including area code: (301) 564-3200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class	~~Trading Symbol~~	~~Name of Each Exchange on Which Registered~~	Trading Symbol	Name of Each Exchange on Which Registered
Class A Common Stock, par value $0.10 per share	~~LEU~~	~~NYSE American~~	LEU	NYSE American
Rights to purchase Series A Participating Cumulative Preferred Stock, par value $1.00 per share			LEU*	NYSE American
*The rights currently transfer with the share of Common Stock

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨ ☐

Item 13.01 Notice ~~Entry~~of ~~into~~Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing

On ~~November~~December 61, 2025, Centrus Energy Corp. (the “Company”) ~~entered~~announced ~~into~~that athe ~~Sales~~New ~~Agreement~~York Stock Exchange (the “~~Sales Agreement~~NYSE”) ~~with~~had ~~Barclays~~approved ~~Capital Inc.~~the ~~(“Barclays”),~~transfer ~~Citigroup~~of ~~Global~~the ~~Markets~~listing ~~Inc.~~of the (~~“Citigroup”~~i), ~~UBS~~the ~~Securities~~Company’s ~~LLC~~Class ~~(“UBS”), Evercore~~A ~~Group~~Common ~~L.L.C. (“Evercore”)~~Stock, B.par ~~Riley~~value ~~Securities, Inc~~$0.10 per share (the “B.Class ~~Riley~~A Common Stock”), ~~Guggenheim~~and ~~Securities, LLC~~ (~~“Guggenheim Securities”~~ii), ~~MUFG~~the ~~Securities~~associated ~~Americas~~rights ~~Inc.~~to ~~(“MUFG”),~~purchase ~~William~~Series ~~Blair~~A &participating ~~Company~~cumulative preferred stock, Lpar value $1.~~L.C.~~ 00 per share (~~“William~~the ~~Blair~~“Rights”), ~~Lake~~from ~~Street~~the ~~Capital~~NYSE ~~Markets,~~American LLC (the “~~Lake~~NYSE ~~Street~~American”) ~~and~~to ~~Northland~~the ~~Securities,~~NYSE ~~Inc.~~ (the “~~Northland~~Transfer”), ~~with~~where ~~respect~~the toClass anA ~~at-the-market~~Common ~~offering~~Stock ~~program~~and ~~under~~associated ~~which~~Rights ~~the~~will ~~Company~~continue ~~may~~to ~~offer~~trade ~~and~~under ~~sell,~~the ~~from~~ticker ~~time to~~symbol ~~time~~“LEU”. atThe ~~its~~Company ~~sole~~expects ~~discretion,~~that ~~shares~~trading of its Class A ~~common stock, par value $0.10 per share (the “Class A~~ Common Stock~~”),~~ ~~having~~and anassociated ~~aggregate~~Rights ~~offering~~on ~~price~~NYSE ofwill upcommence toon ~~$1,000,000,000~~December ~~(the “Shares”)~~4, ~~through~~2025. orThe toClass ~~any~~A ofCommon ~~Barclays, Citigroup,~~Stock ~~UBS,~~and ~~Evercore,~~associated B.Rights ~~Riley,~~will ~~Guggenheim~~continue ~~Securities,~~to ~~MUFG,~~trade ~~William~~on ~~Blair,~~the ~~Lake~~NYSE ~~Street~~American ~~and~~under ~~Northland,~~the asticker ~~its~~symbol “~~sales agent~~LEU” ~~(together,~~until the ~~“Sales~~transfer ~~Agents”)~~is complete.

~~Each~~Item time the Company wishes to issue and sell Shares under the Sales Agreement, the Company will notify the Sales Agent of the number of Shares to be issued, the dates on which such sales are anticipated to be made, any limitation on the number of Shares that may be sold in one trading day, any minimum price below which sales may not be made and any other sales parameters as the Company deems appropriate7.01 Regulation ~~The~~FD Company is not obligated to sell any Shares under the Sales Agreement. Subject to the terms of the Sales Agreement, the Sales Agent may sell the Shares by any method that is deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made through NYSE American LLC or any other trading market for the Class A Common Stock. The Sales Agent will use commercially reasonable efforts consistent with their normal trading and sales practices. Pursuant to the Sales Agreement, the Company will pay the Sales Agent a commission equal to 1.50% of the gross sales proceeds of any Shares sold through or to the Sales Agent under the Sales Agreement.Disclosure

~~The~~ ~~Sales~~On ~~Agreement~~December ~~will terminate~~1, ~~upon~~2025, the ~~earlier~~Company ofissued ~~(i)~~a ~~the~~press ~~sale~~release ofin ~~all~~connection ~~Shares~~with ~~subject to~~ the ~~Sales~~Transfer. ~~Agreement~~A ~~and~~copy ~~(ii) termination~~ of the ~~Sales~~press ~~Agreement in~~release ~~accordance~~is ~~with~~furnished ~~the~~as ~~terms~~Exhibit ~~and~~99.1 ~~conditions~~to ~~set~~this ~~forth~~Current ~~therein~~Report on Form 8-K.

~~Any~~The ~~Shares~~information tofurnished bein ~~offered~~Items 7.01 and ~~sold~~9.01 ~~under the~~of ~~Sales~~this ~~Agreement~~Form ~~will~~8-K shall not be ~~issued~~deemed ~~pursuant~~“filed” tofor the ~~Company’s~~purposes ~~Registration~~of ~~Statement~~Section on18 ~~Form~~of ~~S-3~~the ~~(File~~Securities ~~No.~~Exchange ~~333-291305),~~Act ~~which~~of ~~was filed~~1934, ~~with~~as amended (the ~~Securities and~~ “Exchange ~~Commission (“SEC~~Act”) ~~on November 6~~, ~~2025~~or ~~and~~otherwise ~~became~~incorporated ~~automatically~~by ~~effective~~reference ~~upon~~into any filing pursuant to ~~Rule 462(e) under~~ the Securities Act, ~~and~~of ~~a prospectus supplement~~1933, ~~dated~~as ~~November 6~~amended, ~~2025,~~or ~~filed with~~ the ~~SEC~~Exchange ~~pursuant to~~Act, ~~Rule~~except ~~424(b)~~as ~~under~~otherwise ~~the~~expressly ~~Securities~~stated ~~Act~~ in ~~connection~~such ~~with the offer and sale of the Shares under to the Sales Agreement~~filing.

~~The~~Item ~~Sales Agreement includes customary representations, warranties, conditions, covenants, and indemnification rights and obligations of the Company and the Sales Agents~~9.01 Financial ~~The foregoing~~Statements ~~description of the Sales Agreement does not purport to be complete~~ and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.Exhibits

O’Melveny & Myers LLP, counsel to the Company, has issued an opinion to the Company, dated November 6, 2025, relating to the validity of the Shares to be issued and sold pursuant to the Sales Agreement, a copy of which is filed as Exhibit 5(d) Exhibits.~~1 to this Current Report.~~

Item 9.01 Financial Statements and Exhibits


Exhibit No.			Description

99.1			Press Release dated December 1, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL Document)

~~(d) Exhibits~~SIGNATURE

Exhibit No.	Description
1.1	Sales Agreement, dated as of November 6, 2025, between the Company and the Sales Agents
5.1	Opinion of O’Melveny & Myers LLP
23.1	Consent of O’Melveny & Myers LLP (contained in Exhibit 5.1)
99.1	Press Release, dated November 6, 2025
104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XLBL document

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.

SIGNATURE

Centrus Energy Corp.

Date:

December 1, 2025

By:

/s/ Todd M. Tinelli

Todd M. Tinelli

Senior Vice President, Chief Financial Officer,

and Treasurer

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.

			Centrus Energy Corp.
Date:	November 6, 2025	By:	/s/ Todd M. Tinelli
			Todd M. Tinelli
			Senior Vice President, Chief Financial Officer, and Treasurer

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