LTBR 10-K & 10-Q changes, risk factors and insider trading

Our business faces significant risks. You should carefully consider all the information set forth in this annual report and in our other filings with the SEC, including the following risk factors which we face, and which are faced by our industry. Our business, financial condition, and results of operations could be materially and adversely affected by any of these risks. In that event, the trading price of our common stock would likely decline, and you might lose all or part of your investment. This reportAnnual Report on Form 10-K also contains forward-looking statements that involve risks and uncertainties. Our results could materially differ from those anticipated in these forward-looking statements, as a result of certain factors including the risks described below and elsewhere in this reportAnnual Report on Form 10-K and our other SEC filings. See also “Forward-Looking Statements” above.

Risks Related to Our Business and to the Commercialization of Lightbridge Fuel™

As of December 31, 2024,2025, we had approximately $40.0$201.9 million in cash and cash equivalents.equivalents and an accumulated deficit of approximately $183.8 million. We have experiencedincurred substantial and recurring losses from operations,operations whichand hasexpect created an accumulated deficit of $164.2 million as of December 31, 2024. We willto continue to incur significant losses becausefor the foreseeable future as we areremain in the early development stagestages of commercializingdeveloping our nuclear fuel.

When we raise additional funds by issuing equity securities, including using our at-the-market (ATM) facility, our stockholders will in some circumstances experience dilution.dilution, Salesand sales of substantial amounts of our common stock may causecontribute to a decline in the trading price of our common stock to decline in the future.stock. New investors may have rights superior to existing securityholders. Debt financing, if available, would result in substantial fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends. Any debt financing or additional equity that we raise may contain terms, such as liquidation and other preferences, which are not favorable to us or our stockholders. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we may not be able to fully develop our nuclear fuel designs, our future operations will be limited, and our ability to generate revenues and achieve or sustain future profitability will be substantially harmed. In particular, we may be required to delay, reduce the scope of or terminate one or more of our research projects, sell rights to our nuclear fuel technology or license the rights to such technologies on terms that are less favorable to us than might otherwise be available.

The amount of time and funding needed to bring our nuclear fuel to market and generate revenue may greatly exceed our projections.

The development of our nuclear fuel will take a significant amount of time and funding, and any shortfall in R&D funding levels or a delay in achieving fuel development milestones, or uncertainty in regulatory licensing timelines could result in significant delays and cost overruns. We cannot at this stage accurately predict the amount of funding or the time required to successfully develop, manufacture and sell our nuclear fuel in the future. However, our bestcurrent estimate at this time is that our metallic fuel development program is expected to take 15-20approximately 10-15 years and cost several hundred million U.S. dollars before we can secure our initial commercial order for a batch reload. The actual cost and time required to commercialize our fuel technology may vary significantly depending on, among other things, the results of our research and product development efforts; the cost of developing or licensing our nuclear fuel; changes in the focus and direction of our research and product development programs; access to test reactor loops and/or other test facilities; competitive and technological advances; the cost of filing, prosecuting, defending and enforcing claims with respect to patents; the regulatory approval process; fuel manufacturing process; availability of metallic high assay low enriched uranium, and marketing and other costs associated with commercialization of these technologies. Because of this uncertainty, even if financing is available to us, we may need significantly more capital than anticipated, which may not be available on terms acceptable to us or at all, and the expected revenues and other expected benefits from our nuclear fuel technology may be delayed or never realized.

Our fuel designs are still in the research and development stage and further research, development, and demonstration will be required in test facilities. We had intended to conduct further testing of our fuel designs at the Halden research reactor located in Halden, Norway. However, the Halden research reactor, which became operational in 1958, was shut down in June 2018 and will not reopen. The Company has identified alternative options to generate the irradiation data we need to support regulatory licensing of our LTA operation in a commercial reactor,facilities, such as the ATR at INL, but pursuing such alternatives to the Halden research reactor may significantly delay further testing of our fuel designs.INL. We may not be able to contractually secure another reactor in which to test our fuel designs. As a result, commercialization of our nuclear fuel technology may be significantly delayed, perhaps indefinitely, which would adversely affect our business, financial condition, and results of operations.

Successful execution of our business model is dependent upon public support for nuclear power in the United States and other countries. Nuclear power faces strong opposition from certain competitive energy sources, individuals, and organizations. The accident that occurred at the Fukushima nuclear power plant in Japan beginning on March 11, 2011 increased public opposition to nuclear power in some countries, resulting in a slowdown in or, in some cases, a complete halt to new construction of nuclear power plants, early shut down of existing power plants, or dampening of the favorable regulatory climate needed to introduce new nuclear technologies. As a result of the Fukushima accident, some countries that were considering launching new domestic nuclear power programs have delayed or cancelled preparatory activities they were planning to undertake as part of such programs. Furthermore, nuclear fuel fabrication and the use of new nuclear fuels in reactors must be licensed by the NRC and equivalent governmental authorities around the world. In many countries, the licensing process includes public hearings inand allows for an extensive administrative process, which opponentsmay of the use of nuclear power might be able to causedelay the issuance of requirednecessary licenses to be delayed or denied.licenses. Upon commercialization, a reduction or elimination of customer contracts or future customer contracts resulting from lower public support, less raw materials, lower demand, increased regulation, and increased costs could adversely affect our business model and future prospects.

In addition, the U.S. federal and state government andpolicies have created deployment uncertainty for nuclear power. While many statesprior have adopted a variety of government subsidies and utilityfederal incentives toprioritizing allow renewable energy sources, such as biofuels, wind,wind and solar energy,energy deployment have largely expired, many state incentive programs remain in place. U.S. federal government policy has shifted to compete with conventional sources of energy that have historically been less expensive, such asencourage fossil fuels and nuclear power. WeHowever, maythe face additional indirect competition from providers of renewable energy sources, particularly in wind and solar energy, if government subsidies and utility incentivestimelines for thosedeployment, sourcesincluding ofthe energytime to license projects, remain oran increaseobstacle orfor ifnuclear suchpower. sources of energy are mandated. Additionally, the availability of subsidies and other incentives from utilities or government agencies to install alternative renewable energy sourcesThis may negatively impact our project licensing and our potential customers’ desire to purchase our products and services, or may be utilized by our existing or new competitors to develop a competing business model or products or services that may be potentially more attractive to customers than ours, any of which could have a material adverse effect on our results of operations or financial condition.

Other companies may develop new nuclear fuel designs for use in the same types of reactors that we target. These nuclear fuel designs include, but are not limited to, the ATFs currently being developed and tested by several U.S. and international nuclear fuel suppliers (some with the support of the DOE). Such competitor ATF designs could undermine our nuclear fuel’s economic value proposition if they extend the operating cycle length beyond 18 months. Recently, the Nuclear Regulatory Commission (NRC) approved an increase in the burnup limit for a different manufacturer’s ATFs design, which could eventually allow that design to achieve a cycle length beyond 18 months.

Our nuclear fuel designs may infringe, or be claimed to infringe, patents or patent applications under which we do not hold licenses or other rights. Third-parties may own or control these patents and patent applications in the United States and elsewhere. Third-parties could bring claims against us that would cause us to incur substantial expenses and, if successfully asserted against us, could cause us to pay substantial damages. If a patent infringement suit were brought against us, we could be forced to stop or delay commercialization of our fuel design or a component thereof that is the subject of the suit. As a result of patent infringement claims, or in order to avoid potential claims, we may choose or be required to seek a license from the third-party and be required to pay license fees, royalties, or both. These licenses may not be available on acceptable terms, or at all. Even if we were able to obtain a license, the rights may be nonexclusive, which could result in our competitors gaining access to the same intellectual property. Ultimately, we could be forced to cease some aspectaspects of our business operations if, as a result of actual or threatened patent infringement claims, we are unable to enter into licenses on acceptable terms. This could significantly and adversely affect our business, financial condition, and results of operations. In addition to infringement claims against us, we may become a party to other types of patent litigation and other proceedings, including interference proceedings declared by the United States Patent and Trademark Office regarding intellectual property rights with respect to our nuclear fuel designs. The cost to us of any patent litigation or other proceeding, even if resolved in our favor, could be substantial. Some of our competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their greater financial resources. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could have a material adverse effect on our ability to compete in the marketplace. Patent litigation and other proceedings may also absorb significant management time.

We retain highly confidential information in our systems and databasesthose onof third-party network providers. Although we maintain security features in our systems designed to protect proprietary information and prevent data loss and other cybersecurity incidents,,incidents, such measures cannot provide absolute security and our operations may be susceptible to incidents affectingincluding ourwithout third-party networks, includinglimitation from circumvention of security systems, denial of service attacks orattacks, ransomware, hacking, computer viruses or malware, technical malfunction, employee error or noncompliance, malfeasance, physical breaches, or system disruptions. Evolving technologies, such as the use of artificial intelligence, also pose newevolving threats to cybersecurity. We outsource certain functions, including IT functions, and these relationships allow forinvolve the storage and processing of our information, as well as customer, counterparty, and employee information. While we engage in actions to reduce our exposure resulting from outsourcing, ongoingwe threatsremain maysusceptible resultto in unauthorized access, loss, exposure or destruction of data, or otherthird-party cybersecurity incidents, with increased costs and other consequences, including those described below. The third-parties with which we outsource certain of our IT functions utilize a variety of systems and cybersecurity capabilities, and such third-parties may not be successful in preventing a cybersecurity incident that exploits a weakness in their cybersecurity systems.incidents. In some cases, we may not be aware of cybersecurity incidents immediately as we rely on such third-parties to inform us of a cybersecurity incident that could affect our information contained in their systems.

Cybersecurity incidents may jeopardize the security, trade secrets, other confidential data, or otherfurther information storedprocessed in and transmitted throughby our systems or the systems of third parties. In addition, cybersecurity incidents may cause extended disruptions to operations and thus could impact our ability to develop products and conduct research and development. The techniques used to obtain unauthorized access, disable, or degrade service, or sabotage systems, change frequently, may bego difficult to detectundetected for aextended long time,periods, and often are not recognized until after data has been taken or significant systems are compromised. Certain efforts may be nation-state sponsored and supported by significant financial and technological resources and therefore may be even more difficult to detect. We, or the third-parties with whom we contract, may not anticipate these evolving techniques or implement adequate preventive measures. We currently expend and may be required to further expend significant additional capital and other resources to protect against or respond to cybersecurity incidents. Our insurance coverage may be inadequate to compensate us for any related losses we incur and, in some cases, our insurance coverage may not cover the cybersecurity incident at all.

These issues are likely to become more difficult as we expand our operations. Any breachcybersecurity of our security measures,incident or even a perceived breachcybersecurity of our security measures,incident could cause us to: lose potential customers, investors, government contracts and governmental approvals; suffer material harm to our business, financial condition, operating results, and reputation; or be subject to regulatory actions, litigation, sanctions, or other statutory penalties.

Our failure to refine or advance our fuel technologies could cause our nuclear fuel to become uncompetitive or obsolete, which could prevent us from achieving market share and sales. We may need to invest significant financial resources in research and product development to keep pace with technological advances in the industry and to compete in the future;future, and we may be unable to secure such financing. A variety of competing alternative technologies may be in development by other companies that could result in lower manufacturing costs and/or higher fuel performance than those expected for our fuel products. Our development efforts may be rendered obsolete by the technological advances of others, and other technologies may prove more advantageous for commercialization.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal controls are designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles (GAAP). However, internal controls have inherent limitations and may not prevent or detect misstatements, errors, or fraud.

AsManagement reportedhas onconcluded that the Company’s internal control over financial reporting was effective as of December 31, 2025. See Item 9A. Controls and Procedures in this Annual Report on Form 10-K for theadditional yearinformation. ended December 31, 2023,However, we previously identified a material weakness in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatementsmisstatement of our financial statements or cause us to fail to meet our periodic reporting obligations. Specifically, management identified a material weakness related to the design of our controls over logical access and segregation of duties, at the application control level, in certain information technology environments. The Company’s management, under the oversight of the Audit Committee, took measures and remediated these deficiencies.

The issuance of additional stock in connection with financings, acquisitions, investments, our stock incentive plans or otherwise will in some circumstances dilute all otherour stockholders.

Our amended and restated certificate of incorporation authorizes the Company to issue up to 25,000,000100,000,000 shares of common stock and up to 10,000,000 shares of preferred stock with such rights and preferences as may be determined by our board of directors. Subject to compliance with applicable rules and regulations, we may seek to expand the number of authorized common shares, and issue shares of common stock or securities convertible into our common stock from time to time in connection with a financing, acquisition, investment, our stock incentive plans or otherwise. The sale and issuance of shares of common stock under our ATM facility has resulted in dilution to our existing stockholders. Any suchadditional issuanceissuances could result in substantial additional dilution to our existing stockholders and cause the trading price of our common stock to decline.

The market price of our common stock has fluctuated and may continue to fluctuate significantly in response to a number of factors, some of which are beyond our control, including:

The stock market may experience extreme volatility that is often unrelated to the performance of particular companies. These market fluctuations may cause our stock price to fall regardless of the Company’s performance.performance or related factors that are specific to the Company.

Our ability to fully utilize our existing net operating losses (NOLs) generated after the tax year 2017 will be limited and the use of our NOLs generated prior to the 2018 tax year are severely limited, due to ownership changes in prior years as defined under Section 382 of the Internal Revenue Code. An “ownership change” is generally defined as a greater than 50% change in equity ownership by value over a rolling three-year period. Future NOLs generated will be limited if (i) we undergo an “ownership change” as described under Section 382, (ii) we do not reach profitability or are only marginally profitable, or (iii) there are changes in U.S. government laws and regulations. We did not perform a complete Section 382 study to determine the limitation on prior year NOLs, due to the long timeline for developing our nuclear fuel to commercialization to generate taxable income. Further, based on the results of our phase I Section 382 study in 2022, it’s likely our NOLs generated prior to the 2018 tax year will expire unused given the 20-year carry forwardcarryforward period for these NOLs. Future ownership changes, some of which may be beyond our control, as well as differences and fluctuations in the value of our equity securities may adversely affect our ability to utilize our current and future NOLs and could reduce our flexibility to raise capital in future equity financings or other transactions, or we may decide to pursue transactions even if they would result in an ownership change and impair our ability to use our NOLs. We also may decide to pursue transactions even if they would result in an ownership change and impair our ability to use our NOLs. In addition, any changes to tax rules and regulations or the interpretation of tax rules and regulations could negatively impact our ability to recognize any potential benefits from our NOLs or net unrealized built-in losses.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, is intended to help the reader understand Lightbridge Corporation, our operations, and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying Notes thereto, which are contained in Part II. Item 8. Financial Statements and Supplementary Data of this report.Annual Report on Form 10-K.

At Lightbridge, we are developing next generation nuclear fuel for water-cooled reactors that could significantly improve the economics and safety of existing and new nuclear power plants, large and small,plants and enhance proliferation resistance of spent nuclear fuel while supplying clean energy to the electric grid or to “behind the meter” customers for electric power, including data centers. We believe thatour themetallic world’sfuel energycould offer significant economic and climatesafety needsbenefits canover only be met iftraditional nuclear power’sfuel, shareprimarily because of the energy-generatingsuperior mixheat growstransfer substantiallyproperties inand the comingresulting decades.lower Weoperating temperature of our all-metal fuel. Data centers will need massive, constant power that we believe Lightbridge can benefit from a growing nuclear power industry,can provide. Advances in reactor technology, combined with growing corporate and thatgovernmental oursupport for clean energy, can position nuclear fuelpower canas helpa enablecornerstone thatof growthfuture energy strategies for data-intensive industries, which may be willing to happen.pay a premium for reliable, clean, and sustainable baseload electricity.

InAs Decembernoted 2022,under LightbridgePart I. Item 1. Business, we entered into agreements with Battelle Energy Alliance, LLC (BEA), the DOE’s operating contractor for Idaho National Laboratory (INL), to support the development of Lightbridge Fuel™. The framework agreements use an innovative structure that consistsconsist of an “umbrella” Strategic Partnership Project Agreement (SPPA) and an “umbrella” Cooperative Research and Development Agreement (CRADA),CRADA, each with BEA, with an initial duration of seven years.BEA.

After Modificationaccounting No.for 3,all to the PTS under the CRADAmodifications and thenew anticipatedproject Modificationtask No. 4 to the PTS under the SPPA, totalstatements, cash payments from the Company to BEA under both AgreementsCRADA and SPPA are estimated at approximately $6.5$19.5 million (excluding project contingencies) on a cost reimbursable basis over the performance periodsperiods. underDuring the2025, initialwe releases.expensed $2.9 million of costs reimbursable to BEA, resulting in cumulative expenses of $5.4 million recorded to date and $14.1 million remaining in future cost reimbursements, if and when incurred by BEA.

FuelSoftware Code Development StrategyAgreements

At Lightbridge, we are developing nextadvanced generationmetallic nuclear fuel for existing and new water-cooled reactors thatdesigned could significantlyto improve the economics and safety of existing and new nuclear power plants and enhance proliferation resistance of spent nuclear fuel while supplying clean energy to the electric grid or to “behind the meter” customers for electric power, including data centers. We believe our metallic fuel could offer significant economic and safety benefits over traditional nuclear fuel, primarily because of the superior heat transfer properties and the resulting lower operating temperature of our all-metal fuel. Data centers will need massive, constant power that we believe nuclear power can provide. Advances in reactor technology, combined with growing corporate and governmental support for clean energy, can position nuclear power as a cornerstone of future energy strategies for data-intensive industries, which may be willing to pay a premium for reliable, clean, and sustainable baseload electricity.

We believe our metallic fuel can be used in different types of water-cooled commercial power reactors, such as pressurized water reactors, boiling-water reactors, Russian-designed water-coolerwater-cooled commercial power reactors, Canada Deuterium Uranium heavy water reactors, water-cooled small modular reactors, and water-cooled research reactors. We have obtained patent validation in key countries that we believe would have a commercial market for our fuel and will continue to seek patent validation in countries that either currently operate or are expected to build and operate a large number of nuclear power reactors compatible with our fuel technology.

Updates to Idaho National Laboratory Agreements

In 2022, wethe Company entered into agreements with Batelle Energy Alliance, LLC (BEA), the U.S. Department of Energy’s (DOE) operating contractor for Idaho National Laboratory (INL), to support the development of Lightbridge Fuel™. The framework agreements consist of an “umbrella” Strategic Partnership Project Agreement (SPPA) and an “umbrella” Cooperative Research and Development Agreement (CRADA), each with BEA. The initialCompany phasecontinues ofto perform work aimsunder toits generateSPPA irradiationand performanceCRADA datawith BEA, as previously described in the Company's Annual Report on Form 10-K for Lightbridge’sthe delta-phaseyear uranium-zirconiumended alloyDecember relating31, to various thermophysical properties.2025. The dataCompany willperiodically supportupdates fuelproject performancescopes, modelingschedules and regulatorycost licensingestimates efforts for commercial deployment of Lightbridge Fuel™. We useusing a rolling wave planning approach for project management purposes on the released scopes of work. It is an iterative planning technique in which the work to be accomplished in the near term is planned in detail, while work further in the future is planned at a higher level. As such, periodic revisions to the scope and/or cost estimates are anticipated.

Other Updates to the SPPA and CRADA

In MarchJune 2026, wethe Company entered into Modification No. 45 to CRADA Project Task Statement (PTS) No. 1No.1 with BEA to extend the performance period end date through September 2032 and increase advanced funding by $0.3 million, with no increase to the total estimated reimbursable cost.cost by approximately $1.1 million, bringing the total estimated cost for the work to be performed under CRADA PTS No.1 to $5.4 million.

In April 2026, the Company entered into SPPA PTS No. 6 to support the development of coextruded fuel rod components for future irradiation testing. This program builds on prior INL fabrication work and is intended to further refine manufacturing processes and materials necessary to produce fuel rods and rodlets in their final cross-sectional configurations. Initial process development activities will be conducted using depleted uranium, with the expectation that, upon successful demonstration, these processes may be applied to enriched uranium to produce fuel rod segments for irradiation experiments at test reactors, including the Advanced Test Reactor (ATR) at INL.. The program is expected to help bridge the transition from earlier-stage fabrication development and initial coupon fuel material samples currently undergoing irradiation testing in the ATR to the production of irradiation rod segment test specimens. The scope of work includes enhancements to fabrication processes and equipment, development and testing of key materials (including central displacer alloys and cladding behavior), and validation of coextrusion techniques for both cylindrical and multi-lobe fuel designs. The program also includes preparation of fuel rod segment specimens, including those with controlled defects, to support non-destructive evaluation calibration and irradiation testing. The total estimated cost of SPPA PTS No.6 is approximately $4.6 million over an expected performance period of 36 months. Costs are incurred on a reimbursable basis, with advance and monthly funding provided by the Company. The Company is not obligated to continue work beyond the estimated cost without additional authorization. Actual expenditures may differ from this amount based on the scope and timing of work performed through the issuance of additional PTSs to BEA. This effort represents a key step in the Company’s ongoing fuel qualification strategy, supporting the advancement from process development toward irradiation testing and future commercialization activities.

As of MarchJune 31,30, 2026, the Company expects to pay an aggregate $19.5$25.2 million to BEA under the CRADA and the SPPA on a cost reimbursable basis over the performance periods. As of MarchJune 31,30, 2026, $6.0a cumulative total of $7.1 million has been cumulatively expensed and the aggregate funding commitment remaining under these agreements is $13.5 million. In April 2026, the Company entered into SPPA PTS No. 6 with BEA, with an estimated total cost of approximately $4.6$18.1 million. These obligations are generally cancellable with 30-60 days’ notice and, therefore, are not considered firm commitments, and are not expensed until incurred. Actual expenditures may differ from this amount based on the scope and timing of work performed through the issuance of additional PTSs to BEA.

In December 2025, the Company entered into a Master Services Agreement (MSA) with Amentum Technology Inc. (Amentum) relating to the performance of activities by Amentum in support of the co-location feasibility study under the MOU with Oklo described above, as well as othervarious activities as the Company and Amentum may agree from time to time. TheIn June 2026, the Company isentered in the process of finalizinginto a new task order with Amentum to conduct afeasibility and site selection studystudies and performdevelop a conceptual design for a standalone LEFFLEFF, with completion of deliverables expected in 2026.early 2027. The Company expects to incur approximately $2.4 million of R&D expenses under this task order.

For a discussion of the accounting judgments and estimates that we have identified as critical in the preparation of our financial statements, please see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—“Critical Accounting Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no significant changes in our critical accounting policies and estimates during the threesix months ended MarchJune 31,30, 2026.

Condensed Consolidated Results of Operations - Three Months Ended MarchJune 31,30, 2026 and 2025

G&A expenses increased by $0.8$1.2 million for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025. The increase was primarily due to a:

Total stock-based compensation included in G&A expenses was $1.8$1.0 million and $1.1$0.5 million for the three months ended MarchJune 31,30, 2026 and March 31, 2025, respectively. The amount for the three months ended June 30, 2026 includes the reversal of $0.5 million of previously recognized stock-based compensation related to a performance milestone under our Tranche-based PSAs that is no longer deemed probable of achievement.

The following table presents our total R&D expenses for the three months ended MarchJune 31,30, 2026 and 2025 (in millions):

R&D expenses increased by $1.6$2.4 million for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025. The increase was primarily due to a:

Total stock-based compensation included in R&D expenses was $0.7$0.4 million and $0.2 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The amount for the three months ended June 30, 2026 includes the reversal of $0.2 million of previously recognized stock-based compensation related to a performance milestone under our Tranche-based PSAs that is no longer deemed probable of achievement.

We expect to significantly increase our R&D spend as we evaluate a potential site location and work on a conceptual design for any pilot-scale facility or the LEFF and as we continue to hire additional engineers in the near future to focus on fuel fabrication development, irradiation testing programs, and our collaboration with the DOE at INL.

There was an increase in interest income of $0.9$1.3 million due to higher cash balances, which resulted in an increase in interest income earned from the purchase of treasury bills and from our bank savings account for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025.

We assess our liquidity based on our ability to fund the cash requirements of our R&D activities, G&A expenses, contractual obligations, and other operating needs. Based on our current level ofprojected operating expenses and our available cash resources, we believe we have sufficient liquidity to fund our operations and meet our anticipated cash requirements for at least the next 12 months from the date of this filing. Our longer-term liquidity will depend on our ability to obtain additional financing, as our existing capital resources are not sufficient to fund our long-term operations, R&D activities, and commercialization efforts. Planned expenditures are expected to include the continued expansion of engineering and technical personnel for research and development activities, manufacturing readiness initiatives, project development activities including establishing a pilot-scale facility, testing and qualification programs, regulatory support activities, and other commercialization-related initiatives. The Company also expects to continue investing in the organizational infrastructure necessary to support these activities as it transitions from a primarily research-focused organization toward manufacturing readiness activities.

At MarchJune 31,30, 2026, we had cash and cash equivalents of $215.7$237.5 million, as compared to $201.9 million at December 31, 2025, an increase of $13.8$35.6 million. We raised net proceeds of $18.6$44.4 million from the sale of approximately 1.43.8 million shares of common stock during the threesix months ended MarchJune 31,30, 2026. Our net cash used in operating activities for the threesix months ended MarchJune 31,30, 2026, was $4.8$8.3 million. We do not anticipate any material incoming cash flows from operations for the foreseeable future, and we expect to continue funding our business primarily through our ATM program or other equity offerings.

Due to the uncertainties inherent in our R&D programs and the broader industry environment, we are unable to reliably estimate our total cash requirements over the full R&D period or beyond the next 12 months. We expect our expenditures to increase over time as we advance the development and potential commercialization of our Lightbridge Fuel™. We expect that significant additional capital will be required over an extended period to advance Lightbridge Fuel™ through development and toward commercial deployment. The amount and timing of future funding needs will depend on technical progress, regulatory requirements, design and construction costs of any pilot-scale facility and the LEFF, partnering arrangements, and the availability of government support. At this stage, we cannot reliably estimate the total funding required to reach commercial deployment. We currently intend to fund these activities through a mix of equity financing, strategic partnerships, and potential government grants or awards, but there can be no assurance that these additional sources of capital will be made available on terms acceptable to us, or at all.

Our current primary source of liquidity is potential proceeds from our ATM equity offerings. During the threesix months ended MarchJune 31,30, 2026, we sold approximately 1.43.8 million shares of our common stock under our sales agreement with Jefferies LLC, receiving net proceeds (less sales commissions and expenses) of $18.6$44.4 million.

We have a $350 million shelf registration statement on Form S-3 (File No. 333-291837). As of MarchJune 31,30, 2026, approximately $122.9$96.1 million of our common stock remained available for issuance and sale under the Company’s $150 million at-the-market offering program pursuant to the related prospectus supplement, as amended.supplement.

As noted previously, we have entered into PTSs with BEA, the operating contractor of INL, in collaboration with the DOE, which statements set forth the initial scopes of work and funding commitments under the SPPA and CRADA umbrella agreements. Performance of work under these agreements may be terminated at any time by either party, without any liability, after the effective date of termination, upon 30 days’ written notice under the SPPA and 60 days’ written notice under the CRADA. In the event of termination, the Company shall be responsible for BEA’s costs (including the closeout costs), through the effective date of termination, but in no event shall the Company’s cost responsibility exceed the total estimated cost stated in each PTS and any subsequent modification to the PTS. As of MarchJune 31,30, 2026, the aggregate funding commitment remaining from the Company to BEA, if and when incurred, would not exceed $13.5$18.1 million. In April 2026, the Company entered into SPPA PTS No. 6 with BEA, with an estimated total cost of approximately $4.6 million.

The following table provides detailed information about our net cash flows for the threesix months ended MarchJune 31,30, 2026 and 2025 (in millions):

Cash used in operating activities increased by $1.5$2.7 million for the threesix months ended MarchJune 31,30, 2026 as compared to the threesix months ended MarchJune 31,30, 2025. This increase was primarily due to increased cash expenditures on R&D and G&A expenses, partially offset by higher interest income, reflecting increased average cash balances following equity financings. The changes in working capital induring the threesix months ended MarchJune 31,30, 2026, which2026 included ana $1.3 million increase in prepaid expenses and other assets ofand $1.4a million,$1.2 were partially offset by anmillion increase in accounts payable and accrued liabilitiesliabilities, resulting in a net working capital change of $0.4$(0.1) million. The changes in working capital during the six months ended June 30, 2025 included a $0.2 million increase in prepaid expenses and other assets and a $0.8 million increase in accounts payable and accrued liabilities, resulting in a net working capital change of $0.6 million.

Cash provided by financing activities decreased by $1.6$19.6 million for the threesix months ended MarchJune 31,30, 2026 as compared to the threesix months ended MarchJune 31,30, 2025. This decrease was primarily due to a $1.6$18.7 million decrease in net proceeds received from the issuance of common stock under our ATM program andprogram, a $0.2$0.6 million decrease in net proceeds from the exercise of stock options, partially offset byand a $0.2$0.3 million decreaseincrease in the payment of withholding taxes related to the net share settlement of equity awards.

Net cash provided by our ATM program was $18.6$44.4 million from the sale of approximately 1.43.8 million shares of common stock for the threesix months ended MarchJune 31,30, 2026 and $20.2$63.1 million from the sale of approximately 2.66.2 million shares of common stock for the threesix months ended MarchJune 31,30, 2025.