{"url_path":"/sec/ucle/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/1543623/0001213900-26-070875-index.html","accession_number":"0001213900-26-070875","cik":"0001543623","ticker":"UCLE","issuer_name":"US NUCLEAR CORP.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1543623/0001213900-26-070875-index.html","primary_entity_key":"0001543623","primary_entity_name":"US NUCLEAR CORP."},"word_count":792,"has_tables":true,"body_markdown":"ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT\n\n \n\nAs of the date of this Report, there were 62,822,263\nshares of common stock issued and outstanding. The following table sets forth certain information regarding the beneficial ownership\nof the outstanding shares as of the date of this Report, (i) each of our executive officers and directors; and (ii) all of our executive\nofficers and directors as a group.\n\n \n\nExcept as otherwise indicated, each such person\nhas investment and voting power with respect to such shares, subject to community property laws where applicable. The address for\nall individuals for whom an address is not otherwise indicated is 7051 Eton Avenue, Canoga Park, CA 91303.\n\n \n\nName of Beneficial Owner \nAmount and\nNature of\n\nBeneficial\nOwnership  \nPercent (%) of\nCommon\n\nStock (1) \n\n  \n   \n  \n\nRobert I. Goldstein, President & CEO, Chairman \n 15,464,836  \n 24.29%\n\n  \n    \n   \n\nMichael Hastings, CFO and Board Member** \n 5,834,339  \n 9.17%\n\n  \n    \n   \n\nAll Directors and Officers as a Group (2 persons) \n 21,299,175  \n 33.46%\n\n \n\n**\nMr. Hastings was appointed\nas CFO on August 12, 2023.\n\n \n\n(1)\nShares of Common Stock\nbeneficially owned and the respective percentages of beneficial ownership of Common Stock includes for each person shares issuable\non the exercise of all options and warrants and the conversion of other convertible securities beneficially owned by such person\nthat are currently exercisable. Such shares, however, are not included for the purpose of computing the percentage ownership of any\nother person.\n\n \n\n 27 \n\n \n\nSignificant Employees\n\n \n\nWe are dependent on the experience, knowledge,\nskill and expertise of our President and CEO Robert I. Goldstein. We are also in large part dependent on our CFO, Michael Hastings, Nikki\nTruax, Manager of the Overhoff Division, Ivan Mitev, our Chief Engineer at the Overhoff Division, and Ian Embry in sales. The loss of\nany of the key personnel listed above could materially and adversely affect our future business efforts. Our success depends in substantial\npart upon the services, efforts and abilities of Robert I. Goldstein, our Chairman and Chief Executive Officer, due to his experience,\nhistory and knowledge of the nuclear radiation industry and his overall insight into our business direction. The loss or failure to retain\nMr. Goldstein, or to attract and retain additional qualified personnel, could adversely affect our operations. We do not currently\ncarry key-man life insurance on Mr. Goldstein or any of our officers and have no present plans to obtain this insurance.\n\n \n\nFamily Relationships\n\n \n\nThere are no family relationships among directors,\nexecutive officers, or persons nominated or chosen by the issuer to become directors or executive officers.\n\n \n\nInvolvement in Certain Legal Proceedings\n\n \n\nThere have been no events under any bankruptcy\nact, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity\nof any director, executive officer, promoter or control person of Registrant during the past five years.\n\n \n\nMeetings of the Board of Directors\n\n \n\nMr. Goldstein was elected director by the former\nsole stockholder of the Company in April 18, 2012. On March 28, 2014, Dr. Gerald Entine was elected to serve on the Board of Directors.\nOn May 22, 2018, Gerald Entine died, leaving a vacancy on the Board of Directors for the Company. In order to fill the vacancy resulting\nfrom Mr. Entine’s death, the Board of Directors consented in lieu of a meeting to nominate Dell Williamson for appointment to the\nBoard of Directors following receipt and review from Mr. Williamson, his Confidential Bad Actor Disqualifying Event Statement confirming\nno “disqualifying event,” as defined under Rule 506(e) of Regulation D under the 1933 Securities Act and confirmation of\nreceipt of the Company’s Insider Trading Policy and related memorandum regarding the same (as disclosed in prior filings). In addition,\npursuant to Article IV of the Company’s Bylaws, as amended, the Board of Directors nominated Michael G. Hastings to serve as a\ndirector on the Board of Directors following receipt and review of the same disclosures and documents produced by Mr. Williamson, as\nidentified herein. By signing the consent resolution, Mr. Williamson and Mr. Hastings accepted appointment as directors on the Board\nof Directors. On October 6, the Board of Directors nominated Michael Pope to serve as a director on the Board of Directors, following\nreceipt and review of disclosure documents produced by Mr. Pope. The Board establishes policy and provides strategic direction, oversight,\nand control of the Company. As of the date of this Form 10-K, the Board of Directors had no standing audit, compensation, nominating\nor other committees, although the Board intends to establish such committees in the future.\n\n \n\nNominating Committee\n\n \n\nWe have not adopted any procedures by which security\nholders may recommend nominees to our Board of Directors.\n\n \n\nRetirement Plan\n\n \n\nWe do not currently have any retirement plan, but we expect to adopt\none in the near term."}