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): ~~February 11~~March 10, 2026

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
Class A Common Stock, par value $0.10 per share	LEU	NYSE

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 15.0103 ~~Entry~~Amendments ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws; Change in Fiscal Year

On ~~February~~March 910, 2026, ~~American~~the ~~Centrifuge~~board ~~Operating,~~of ~~LLC,~~directors ~~a Delaware limited liability company~~ (“~~ACO~~Board”) ~~and a wholly owned subsidiary~~ of Centrus Energy Corp. ("the “Company"”), ~~entered~~adopted ~~into~~the anFourth ~~engineering,~~Amended ~~procurement~~ and ~~construction~~Restated ~~agreement~~Bylaws (of the ~~“EPC~~Company ~~Agreement”) with Fluor Federal Services, Inc.~~ (the “~~Contractor~~Bylaws”), ~~for~~which ~~the~~made ~~design, engineering, procurement, construction, and commissioning of~~ the ~~Company’s~~following ~~previously announced commercial uranium enrichment facility in Piketon, Ohio (the “Project”).~~changes:

~~Under~~•amended ~~the~~Article ~~EPC Agreement~~II, ~~the~~Section ~~Contractor~~6 ~~will~~to ~~perform~~clarify ~~design,~~the ~~engineering,~~stockholder ~~procurement,~~voting ~~construction and construction management~~standard, ~~and~~which ~~related~~reflects ~~services for~~ the ~~Project~~application onof athe ~~time~~existing ~~and~~voting ~~materials~~standard ~~basis.~~by ~~The EPC Agreement extends until~~ the ~~completion~~Company ofand ~~performance.~~does ~~The~~not ~~EPC~~effect ~~Agreement is~~ a ~~significant~~substantive ~~part~~change ofto the ~~Company's previously announced expected multi-billion expansion of its operating facilities in Piketon.~~standard;

~~The~~•amended ~~EPC~~Article ~~agreement~~II, ~~provides~~Section ~~for~~9 ato ~~time~~address ~~and~~the ~~materials~~universal ~~pricing~~proxy ~~structure~~rules ~~consisting~~set offorth ~~agreed~~in ~~labor~~Rule ~~rates~~14a-19 ~~for~~as ~~personnel~~adopted ~~performing~~by the ~~work~~U.S. Securities and ~~reimbursement~~Exchange ~~of specified project-related costs~~Commission, ~~plus~~generally ~~agreed~~applicable ~~upon~~to ~~margins.~~the ~~The~~nomination ~~EPC~~of ~~Agreement~~a ~~establishes~~director ~~the~~nominee ~~program-level~~by ~~scope~~a stockholder of ~~work that~~ the ~~Contractor~~Company, ~~will~~(a) ~~perform~~requiring ~~and~~a ~~contemplates~~nominating ~~that~~stockholder asto ~~the~~(i) ~~project~~use ~~advances,~~a ~~the~~proxy ~~Company~~card ~~and~~color ~~the~~other ~~Contractor~~than ~~will~~white; ~~jointly~~(ii) ~~develop~~comply ~~formal~~with ~~scopes~~the atnew ~~each~~process ~~major~~requirements ~~project~~of ~~phase.~~Rule ~~Accordingly~~14a-19, ~~the~~including ~~total~~a ~~price~~representation ~~paid~~that toit ~~the~~intends ~~Contractor~~to bysolicit ~~the~~proxies ~~Company~~from ~~will~~stockholders ~~depend~~representing onat ~~the~~least ~~more~~67% ~~detailed scope~~ of the ~~services~~voting ~~authorized~~power byof the Company,’s inshares ~~accordance~~entitled ~~with~~to ~~the~~vote ~~terms~~on of the ~~EPC~~election ~~Agreement.~~of Asdirectors, aand ~~significant~~(iii) ~~element~~comply ofwith the ~~planned~~new ~~multi-billion~~information ~~dollar~~requirements ~~investment~~of inRule ~~the~~14a-19; ~~Piketon~~and ~~facility,~~(b) ~~the~~clarifying ~~EPC~~that ~~Agreement~~if ~~is expected to involve~~ a ~~substantial~~nominating ~~investment~~stockholder offails ~~Company~~to ~~resources~~comply ~~over~~with ~~several~~Rule ~~years~~14a-19, ~~for~~ the ~~Piketon~~Company ~~facility~~will ~~expansion.~~disregard ~~ACO~~any ~~will~~proxies ~~authorize~~or ~~funds~~votes ~~incrementally~~ in ~~accordance~~favor ~~with~~of ~~stage~~a ~~gates~~stockholder ~~and~~nominee; ~~Fluor’s performance is limited by the authorized funding.~~and

~~The~~•added ~~EPC~~a ~~Agreement~~new ~~includes~~Article ~~customary~~XI ~~types~~which provides that unless the Company consents to the selection of ~~provisions~~an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal district court for ~~projects~~the District of ~~this~~Delaware) ~~nature~~shall be the sole and exclusive forum for certain state corporate law or shareholder derivative claims and claims related to the business of the Corporation, ~~including:~~the conduct of its affairs or the rights of the Corporation or its stockholders, directors or officers and that the federal district courts of the United States shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

~~•warranties~~The ~~with~~foregoing ~~respect~~description of the Bylaws is qualified in its entirety by the full text of the Bylaws filed as Exhibit 3.1 to ~~workmanship~~this Current Report on Form 8-K and ~~materials;~~incorporated into this filing by reference

•the ability to implement scope modifications via change orders;

•indemnification obligations;

•limitations of liability, subject to certain exceptions;

•termination rights (i) for cause and (ii) for ACO’s convenience with payment of a termination fee if such termination for convenience occurs within the first 12 months of the agreement starting at $24 million and decreasing by $2 million each month;

•bonding and insurance requirements; and

•requirements to comply with applicable laws and safety standards.

The foregoing description of the EPC Agreement does not purport to be complete and is qualified in its entirety by reference to the EPC Agreement, which the Company expects to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending March 31, 2026.

On February 11, 2026, Centrus issued a press release regarding the EPC Agreement. A copy of the press release is included as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.			Description
99.1			Press Release dated February 11, 2026
3.1			Fourth Amended and Restated Bylaws of Centrus Energy Corp.
104			Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURE

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:	~~February~~March 1116, 2026	By:	/s/ Todd M. Tinelli
			Todd M. Tinelli
			Senior Vice President, Chief Financial Officer, and Treasurer

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