Centrus Energy Corp. filed a Form 8-K with the SEC on September 11, 2026, disclosing the entry into an underwriting agreement dated September 9, 2026, covering the offer and sale of common stock, pre-funded warrants, and common warrants, with Guggenheim Securities, LLC serving as representative of the underwriters.

Key Highlights

  • Shares offered: 500,000 shares of Class A common stock, par value $0.10 per share, are being offered under the underwriting agreement.
  • Pre-Funded Warrants: Warrants covering up to 2,005,513 shares of common stock, exercisable at $0.10 per share, with a 25-year term from the initial issuance date.
  • Common Warrants: Four series covering up to 6,992,382 shares in aggregate, with exercise prices of $226.8625, $272.2350, $317.6075, and $362.9800 per share, respectively.
  • Beneficial ownership cap: Warrant holders may not exercise to the extent doing so would result in beneficial ownership exceeding 4.99% of outstanding common stock, subject to adjustment up to 9.99% on 61 days' prior notice.
  • Warrant agent: On September 11, 2026, the company entered into a warrant agent agreement with U.S. Bank Trust Company, National Association.
  • Separate issuance: The filing states that the shares of common stock, Common Warrants, and Pre-Funded Warrants "are issued separately and not as a unit."

Centrus Energy's September 2026 Underwritten Offering: Structure and Terms

According to the filing, Centrus Energy Corp. (NYSE:LEU) entered into an underwriting agreement on September 9, 2026, with Guggenheim Securities, LLC as representative of the underwriters. The agreement covers the offer and sale of three categories of securities: 500,000 shares of Class A common stock, pre-funded warrants exercisable for up to 2,005,513 shares, and common warrants exercisable for up to 6,992,382 shares. The securities are issued separately and not bundled as a unit, the company disclosed.

The Pre-Funded Warrants are exercisable immediately upon issuance at $0.10 per share and remain exercisable through the 25-year anniversary of the initial issuance date. The Common Warrants are also exercisable immediately and are divided into four series with exercise prices of $226.8625, $272.2350, $317.6075, and $362.9800 per share, respectively. The filing notes that the Common Warrant exercise prices and share counts are subject to adjustment for stock dividends, distributions, splits, combinations, reclassifications, or similar events, as well as upon distributions of assets to common stockholders or grants of purchase rights.

The filing further discloses that, under the Common Warrants, the company may elect to require cashless exercise on each six-month anniversary of the issuance date, and that such election is irrevocable for the corresponding election period. In the event of a Change of Control, holders of Common Warrants may request that the company or a successor entity purchase the warrants at their Black Scholes Value, subject to conditions described in the filing. Warrant holders do not receive voting rights or other stockholder rights prior to exercise and actual share issuance, according to the filing.

What Was Disclosed

Centrus Energy reported entering into an underwriting agreement and a warrant agent agreement in connection with a public offering of common stock, pre-funded warrants, and four series of common warrants, with Guggenheim Securities, LLC as representative and U.S. Bank Trust Company, National Association as warrant agent.