CENTRUS ENERGY CORP 8-K

What Happened

• Centrus Energy Corp. announced on June 18, 2026 that its Board and stockholders approved a Seventh Amendment to the Company’s Section 382 Rights Agreement. The amendment extends the agreement’s Final Expiration Date from June 30, 2026 to June 30, 2029 and raises the purchase price for each one one‑thousandth (1/1000th) of a share of its Series A Participating Cumulative Preferred Stock from $160.38 to $1,143.95. The Board approved the amendment on March 10, 2026 and stockholders approved it at the June 18, 2026 annual meeting.
• At the same meeting the Board appointed Yanhong Dai (age 53) as Centrus’s principal accounting officer effective June 18, 2026. Ms. Dai’s annual base salary is $250,000 and she is eligible for an annual cash incentive equal to 40% of base salary; she is a CPA with prior roles including Chief Accounting Officer at Centrus (since Feb 2026) and corporate controller experience at Hartree Partners LP.

Key Details

• Rights Agreement extension: Final Expiration Date moved from June 30, 2026 → June 30, 2029.
• Preferred purchase price change: $160.38 → $1,143.95 per 1/1000th of a Series A preferred share (adjusted because Centrus’s Class A common stock trading price has increased).
• Stockholder vote turnout: 12,756,006 shares present (~67% of 18,952,387 outstanding Class A shares).
• Vote on the Seventh Amendment (Proposal 4): For 7,664,845; Against 853,077; Abstain 159,884; Broker Non‑Votes 4,078,200.
• Other meeting outcomes: directors elected (six nominees), advisory “say-on-pay”: For 8,144,054; ratification of Deloitte & Touche LLP as auditor: For 12,548,012.

Why It Matters

• The amendment is intended to preserve the long‑term value of Centrus’s U.S. federal net operating loss carryforwards and other tax attributes by maintaining the Section 382 protections through mid‑2029. That can protect potential future tax benefits for the company and its shareholders.
• Raising the preferred purchase price and extending the expiration date make the rights protection meaningful given the company’s higher common‑stock price; the company stated the change was not in response to any takeover attempt.
• The appointment of a new principal accounting officer (with disclosed compensation) is material for governance and financial reporting oversight. Investors should note the governance changes and the board- and stockholder-approved amendment when assessing tax position and potential dilution/rights mechanisms tied to the Rights Agreement.