Centrus Energy Corp: acquires Westerman Holdings for $116,000,000

What happened Centrus Energy Corp reported that it entered into a Membership Interest Purchase Agreement and, on Oct 16, 2026, purchased 100% of the issued and outstanding limited liability company membership interests of Westerman Holdings, LLC (the "Acquisition"). The aggregate purchase price was approximately $116,000,000, paid with $95,000,000 in cash and $21,000,000 in shares of the company’s Class A common stock. The number of shares issued was determined based on the closing price of the common stock as of Oct 15, 2026 and were issued pursuant to Section 4(a)(2) of the Securities Act.

Key details

• Aggregate purchase price: $116,000,000, consisting of $95,000,000 cash and $21,000,000 in stock consideration shares.
• Payments made from the Purchase Price at closing: approximately $31,500,000 to holders of subordinated notes in full satisfaction, $12,700,000 to the lender under Westerman’s term loan in full repayment, and approximately $10,500,000 for the Seller’s and Westerman’s transaction expenses.
• The Purchase Agreement contains customary representations, warranties and covenants; representations and warranties did not survive closing and the parties waived post-closing claims related to those representations and warranties except for fraud. The company obtained buyer-side representations and warranties insurance and delivered retention agreements with certain key employees at closing.
• The company agreed to use reasonable best efforts to file an automatic shelf registration statement under Rule 415 to register sale of all or a portion of the stock consideration shares. A press release announcing the Purchase Agreement and completion of the transaction was issued on Oct 19, 2026 (Item 7.01).

Why it may matter This filing reports an Item 1.01 material definitive agreement describing the terms of the Acquisition and related payments and covenants, and an Item 7.01 Regulation FD disclosure announcing the transaction. A filing does not show why the insider traded or why the company acted.