Mukhija Manavdeep Singh 4

4 · Eagle Nuclear Energy Corp. · Filed Feb 27, 2026

AI-generated summary of this filing

Updated Feb 27, 2026

Eagle Nuclear (NUCL) CEO Mukhija M. Singh Receives Award of 314,793 Shares

What Happened

Mukhija Manavdeep Singh, CEO of Eagle Nuclear Energy Corp. (NUCL), was issued 314,793 shares of NUCL common stock on February 24, 2026 as merger consideration. No per-share price was reported in the Form 4 (price = N/A).
The issuance was in exchange for 1,428,566 shares of Eagle Energy Metals Corp., at an exchange ratio of 5.8347. In addition, Singh became entitled to 43,873 contingent "Earnout Shares" under the merger agreement (derivative award).

Key Details

Transaction date: February 24, 2026; Form 4 filed February 27, 2026 (filed one business day after the 2-business-day deadline).
Primary issuance: 314,793 shares received as merger consideration (no cash price reported).
Contingent/derivative award: 43,873 Earnout Shares subject to performance conditions (not immediately issued).
Shares owned after transaction: not specified in the filing.
Relevant footnotes from the filing:
- F1: 314,793 NUCL shares issued in exchange for 1,428,566 Eagle Energy Metals shares (exchange ratio 5.8347).
- F2: 43,873 Earnout Shares become payable if earnout metric is met.
- F3: Earnout metric — VWAP of NUCL must be ≥ $16.00 for 20 trading days within any 30-trading-day window during the five years following closing.

Context

This was not an open-market purchase or sale but stock issued as merger consideration (a corporate transaction), so it reflects deal consideration rather than a routine buy/sell by the insider.
The 43,873 Earnout Shares are contingent — they will only be issued if the specified share-price performance condition is met within five years; contingent awards are common in M&A earnouts and are not immediate indicators of insider buying or selling.

Form 4

Period: 2026-02-24

DirectorChief Executive Officer

Transactions

Award
Common Stock, par value $0.0001 per share
[F1]
2026-02-24+314,793→ 314,793 total
Award
Right to receive Earnout Shares
[F2][F3]
2026-02-24+43,873→ 43,873 total
→ Common Stock, par value $0.0001 per share (43,873 underlying)

Footnotes (3)

[F1]Reflects the issuance by Eagle Nuclear Energy Corp. (the "Issuer") on February 24, 2026, of 314,793 shares (the "Merger Consideration") of common stock, par value $0.0001 per share (the "Common Stock"), pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of September 29, 2025 (as it may be amended, supplemented, or otherwise modified from time to time, the "Merger Agreement"), by and among Spring Valley Acquisition Corp. II, the Issuer, Spring Valley Merger Sub III, Inc., Spring Valley Merger Sub II, Inc., and Eagle Energy Metals Corp. ("Eagle"). The Merger Consideration was received in exchange for 1,428,566 shares of common stock of Eagle, representing an exchange ratio of 5.8347.
[F2]On February 24, 2026, the Reporting Person became entitled to receive 43,873 shares of Common Stock (the "Earnout Shares") pursuant to an "earnout" provision in the Merger Agreement, in the event that the metrics described in the following footnote are satisfied during the five-year period following the closing (the "Closing Date") as contemplated in the Merger Agreement.
[F3]In the event that the dollar volume-weighted average price ("VWAP") of the Common Stock equals or exceeds $16.00 per share for twenty (20) trading days within a period of thirty (30) consecutive trading days during the period beginning on the Closing Date and ending on the five-year anniversary of the Closing Date, the Reporting Person will be entitled to receive 43,873 Earnout Shares.

Signature

/s/ Manavdeep Singh Mukhija|2026-02-27

1 file