{"url_path":"/sec/leu/8-k/2026-09-11/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1065059/0001104659-26-107103-index.html","accession_number":"0001104659-26-107103","cik":"0001065059","ticker":"LEU","issuer_name":"CENTRUS ENERGY CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1065059/0001104659-26-107103-index.html","primary_entity_key":"0001065059","primary_entity_name":"CENTRUS ENERGY CORP"},"word_count":1357,"has_tables":true,"body_markdown":"**Item 1.01****Entry into a Material Definitive Agreement.**\n\n \n\nOn September 9, 2026, Centrus Energy\nCorp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and between the\nCompany and Guggenheim Securities, LLC, as representative (the “Representative”) of the underwriters listed in Schedule I\nthereto (the “Underwriters”), providing for the offer and sale of (i) 500,000 shares (the “Shares”) of the Company’s\nClass A common stock, par value $0.10 per share (the “Common Stock”), (ii) pre-funded warrants to provide for the purchase,\nupon exercise, of up to 2,005,513 shares of Common Stock (the “Pre-Funded Warrants”) and (iii) common warrants to provide\nfor the purchase, upon exercise, of up to 6,992,382 shares of Common Stock (the “Common Warrants” and, together with the Pre-Funded\nWarrants, the “Warrants”). The shares of Common Stock, the Common Warrants and the Pre-Funded Warrants are issued separately\nand not as a unit.\n\n \n\nThe Pre-Funded Warrants are exercisable\nimmediately upon issuance and from time to time thereafter through and including the twenty five-year anniversary of the initial issuance\ndate. Each Pre-Funded Warrant is exercisable at an exercise price of $0.10 per share (the “Pre-Funded Warrant Exercise Price”).\nThe Common Warrants are exercisable immediately upon issuance and from time to time thereafter until the expiration date of the applicable\ntranche. The exercise prices for the four series of Common Warrants equal $226.8625 per share, $272.2350 per share, $317.6075 per share\nand $362.9800 per share, respectively (each, a “Common Warrant Exercise Price”).\n\n \n\nThe Common Warrant Exercise Price and\nthe number of shares of Common Stock issuable upon exercise of the Common Warrants are subject to appropriate adjustment in the event\nof certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the shares\nof Common Stock, as well as upon any distribution of assets, including cash, stock or other property, or upon the grant of purchase rights,\nto holders of the Common Stock.\n\n \n\nThe Pre-Funded Warrant Exercise Price\nand the number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants are subject to appropriate adjustment in the\nevent of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the\nshares of Common Stock. The holders of Pre-Funded Warrants have the right to participate on a fully as-exercised basis, without regard\nto any limitations on exercise, in certain distributions to the holders of Common Stock.\n\n \n\nA holder will not have the right to\nexercise any portion of the Warrants if the holder (together with its Attribution Parties (as defined therein)) would beneficially own\nin excess of 4.99% (which amount may be increased (not in excess of 9.99%), upon at least 61 days’ prior notice to the Company,\nor decreased by the holder from time to time pursuant to and in accordance with the Warrants) of the total number of issued and outstanding\nshares of Common Stock immediately after giving effect to such exercise.\n\n \n\nUnder the Common Warrants, the Company may elect to require cashless\nexercise on each six-month anniversary of the Issuance Date (as defined in the Common Warrants), such election being irrevocable by the\nCompany for the corresponding Election Period (as defined in the Common Warrants).\n\n \n\n \n\n \n\n \n\nUnder the Common Warrants, upon consummation\nof each Assumption Transaction (as defined in the Common Warrants), the holder would be entitled to receive shares of common stock (or\nits equivalent) of the Successor Entity (as defined in the Common Warrants) or such other securities, cash, assets or other property,\nas applicable, which the holder would have been entitled to receive upon the happening of such Assumption Transaction had a Common Warrant\nbeen exercised immediately prior to such Assumption Transaction (without regard to any limitations on the exercise of a Common Warrant),\nas adjusted in accordance with the provisions of the Common Warrants. The successor entity in any Assumption Transaction must assume the\nCommon Warrant obligation pursuant to written agreements satisfactory to qualifying Initial Holders (as defined in the Common Warrants).\nNotwithstanding the foregoing, at the request of a holder delivered at any time commencing on the earliest to occur of the public disclosure\nof a Change of Control (as defined in the Common Warrants), the consummation of a Change of Control and the holder first becoming aware\nof a Change of Control through the date that is 60 days after the public disclosure of the consummation of such Change of Control by the\nCompany pursuant to a Current Report on Form 8-K filed with the SEC, the Common Warrants provide that the Company or the Successor Entity\n(as the case may be) shall purchase the Common Warrants from the holder on the date of such request by paying to the holder cash in an\namount equal to the Black Scholes Value (as defined in the Common Warrants); provided, however, that if the Change of Control is not within\nthe Company's control, including not approved by the Company's Board of Directors, the holder shall only be entitled to receive from the\nCompany or any Subject Entity (as defined in the Common Warrants) the same type or form of consideration (and in the same proportion),\nat the Black Scholes Value of the unexercised portion of the Common Warrant, that is being offered and paid to the holders of Common Stock\nof the Company in connection with the Change of Control, whether that consideration be in the form of cash, stock or any combination thereof,\nor whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with\nthe Change of Control; provided, further, that if holders of Common Stock of the Company are not offered or paid any consideration in\nsuch Change of Control, such holders of Common Stock will be deemed to have received common stock of the Subject Entity in such Change\nof Control. Payment of such cash or delivery of such other consideration, as applicable, shall be made by the Company (or at the Company's\ndirection) to the holder on or prior to the later of (x) the second Trading Day after the date of such request and (y) the date of consummation\nof such Change of Control.\n\n \n\nUnder the Pre-Funded Warrants, upon\nconsummation of each Assumption Transaction (as defined in the Pre-Funded Warrants), the holder would be entitled to receive shares of\ncommon stock (or its equivalent) of the Successor Entity (as defined in the Pre-Funded Warrants) or such other securities, cash, assets\nor other property, as applicable, which the holder would have been entitled to receive upon the happening of such Assumption Transaction\nhad a Pre-Funded Warrant been exercised immediately prior to such Assumption Transaction (without regard to any limitations on the exercise\nof a Pre-Funded Warrant), as adjusted in accordance with the provisions of the Pre-Funded Warrants. The successor entity in any Assumption\nTransaction must assume the Pre-Funded Warrant obligation pursuant to written agreements satisfactory to qualifying Initial Holders (as\ndefined in the Pre-Funded Warrants).\n\n \n\nExcept as may otherwise be provided\nin a Warrant, the holder of a Warrant, solely in its capacity as holder of a Warrant, does not have the rights of a holder of shares of\nCommon Stock, including any voting rights, prior to the issuance to the holder of the warrant shares which it is then entitled to receive\nupon the due exercise of a Warrant.\n\n \n\nOn September 11, 2026, the Company\nentered into a warrant agent agreement with U.S. Bank Trust Company, National Association, which will act as warrant agent for the Company\nin connection with the Pre-Funded Warrants and the Common Warrants issued and sold in the offering.\n\n \n\nThe foregoing descriptions of the Underwriting\nAgreement and the Warrants are not complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement,\nthe Form of Common Warrant and the Form of Pre-Funded Warrant, copies of which are filed as Exhibits 1.1, 4.1 and 4.2, respectively, to\nthis Current Report on Form 8-K and are incorporated herein by reference.\n\n \n\nA copy of the opinion of O’Melveny\n& Myers LLP relating to the validity of the securities issued in the offering is filed herewith as Exhibit 5.1."}