WWR 10-K & 10-Q changes, risk factors and insider trading
Westwater Resources, Inc. · NYSE · Metal Mining · CIK 839470 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “There is substantial doubt about our ability to continue as a going concern.”
Largest changes
“In 2019, the Trump administration announced tariffs on goods imported from China. In February 2026, the U.S. Department of Commerce (“DOC”) issued an initial affirmative countervailing duty determination; however, in March 2026, the U.S. International Trade Commission (“USITC”) unexpectedly rescinded that determination. The total tariffs have been subject to frequent administration changes and are likely to continue to evolve. Changes to these trade measures, including reductions or changes to existing tariffs, anti-dumping and countervailing duties, or changes in U.S. …”see in full comparison
“In 2019, the Trump administration announced tariffs on goods imported from China. To date imported Chinese natural graphite tariffs total 45%. This is the result of the U.S. imposed 25% import tariff on Chinese natural and synthetic graphite materials and graphite anodes during 2024, additional 10% tariff on all goods originating from China in February 2025, and the most recent increase of an additional 10% tariff on all goods originating from China during March 2025. …”see in full comparison
“There is substantial doubt about our ability to continue as a going concern.”see in full comparison
“We have incurred significant losses since ceasing production of uranium in 2009 and expect to continue to incur losses as a result of costs and expenses related to maintaining our properties and general and administrative expenses. As of December 31, 2024, we had negative net working capital of approximately $6.9 million, cash of approximately $4.3 million and an accumulated deficit of approximately $373.7 million. …”see in full comparison
“Mineral prices fluctuate widely and are affected by numerous factors beyond the Company’s control such as global and regional supply and demand, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the U.S. dollar and foreign currencies, and the political and economic conditions of mineral-producing countries throughout the world. …”see in full comparison
Unless and until the Company produces natural graphite from the Coosa Graphite Deposit, the Company will be exposed to fluctuations in the price of natural flake graphite, which may increase substantially as the demand for graphite increases. In addition, the Company’s graphite and vanadium exploration and development activities may be significantly adversely affected by volatility in the price of graphite or vanadium. The success of our mining operations and ability to achieve positive cash flow is dependent on our ability to develop our properties and then operate them at a profit sufficient to finance further mining activities and for the acquisition and development of additional properties. Any profit will necessarily be dependent upon, and affected by, the long and short-term market prices of graphite and vanadium.see in full comparisonMineral prices fluctuate widely and are affected by numerous factors beyond the Company’s control such as global and regional supply and demand, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, and the political and economic conditions of mineral-producing countries throughout the world. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company’s graphite and vanadium activities not producing an adequate return on invested capital to be profitable or viable. In addition, a significant, sustained drop in graphite and vanadium prices would cause us to recognize impairment of the carrying value of our graphite and vanadium or other assets, which could have an adverse impact on the Company’s financial conditions and results of operations.
Full comparison: every changed paragraph (28)
There is substantial doubt about our ability to continue as a going concern.
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. This assumes continuing operations and the realization of assets and liabilities in the normal course of business.
We have incurred significant losses since ceasing production of uranium in 2009 and expect to continue to incur losses as a result of costs and expenses related to maintaining our properties and general and administrative expenses. As of December 31, 2024, we had negative net working capital of approximately $6.9 million, cash of approximately $4.3 million and an accumulated deficit of approximately $373.7 million. As a result of our evaluation of the Company’s liquidity for the next twelve months, we have included a discussion about our ability to continue as a going concern in our consolidated financial statements, and our independent auditor’s report for the year ended December 31, 2024, includes an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” Our capital needs have, in recent years, been funded through sales of our equity securities. In the event we are unable to raise sufficient additional funds, we may be required to further delay, reduce or severely curtail our operations or otherwise reduce our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition, long-term prospects and ability to continue as a viable business.
The U.S. has experienced rising inflation infor 2023the past several years and U.S. inflation is currently at a high level. This inflation has resulted in an increase in our costs for labor, services, and materials. Further, our suppliers face inflationary impacts such as the tight labor market and supply chain disruptions, that could increase the costs to construct and commission the Kellyton Graphite Plant, explore and develop the Coosa Graphite Deposit, and conduct our day-to-day operations. The rate and scope of these various inflationary factors may increase our operating costs materially, which may not be readily recoverable, and have an adverse effect on our costs, operating margins, results of operations and financial condition.
We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability – particularly, the ongoing military conflict between Russia and Ukraine, theongoing unrestwar and conflict in the Middle East, and economic impacts relating to tariffs.tariffs, anti-dumping and countervailing duties. Our business, financial condition and results of operations could be materially adversely affected by any negative impact on the global economy and capital markets resulting from these conflicts and other geopolitical tensions.
TheOngoing ongoingwars, military conflicts and geopolitical tensions have caused broad disruption. Although the length, impact and outcome of those conflicts is highly unpredictable, any one of the conflicts could lead to significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, higher inflation, supply chain interruptions, political and social instability, changes in consumer or purchaser preferences, demands for battery storage related to grid applications, electric vehicle adoption rates, as well as increases in cyberattacks and espionage. While we expect any direct impacts to our business to be limited, the indirect impacts on the economy and on the mining industry and other industries in general could negatively affect our business and may make it more difficult for us to raise equity or debt financing. In addition, the impact of other current macro-economic factors on our business, which may be exacerbated by the conflicts including inflation, supply chain constraints and geopolitical events -events, is likely to have an adverse effect on our business.
We face a variety of risks related to our planned battery-graphitegraphite manufacturing business.business serving multiple end markets.
We plan to develop a battery-graphitegraphite manufacturing business that produces low-cost, high-quality, and high-margin graphite products for a range of applications, including lithium-ion and other battery manufacturers.technologies for electric vehicles, battery energy storage systems, grid-scale storage, data centers and other stationary storage applications, as well as potential defense, aerospace, nuclear, industrial and other specialty applications. The planned battery-graphitegraphite manufacturing business is significantly different from our historic mining operations and carries a number of risks, including, without limitation:
Entry into a new line of business may also subject us to new laws and regulations with which we are not familiar and may lead to increased litigation and regulatory risk. Our ability to penetrate and compete in diverse end markets, including defense-related, nuclear, energy storage and other industrial markets, will depend on our ability to meet stringent technical specifications, regulatory requirements, qualification processes and security requirements, which may be more rigorous than those applicable to traditional battery markets. Further, our battery-graphitegraphite manufacturing business model and strategy are still evolving and are continually being reviewed and revised, and we may not be able to successfully implement our business model and strategy. We may not be able to produce graphite with the characteristics needed for various end uses, including but not limited to battery production,anode material, specialty graphite applications, defense-related technologies, nuclear applications or stationary energy storage systems, and we may not be able to attract a sufficiently large number of customers. Although we have gained experience over the past several years, neither the Company nor any member of its management team has directly engaged in producing graphite before, and our lack of this specific experience may result in delays or further complications to the new business. If we are unable to successfully implement our new battery-graphitegraphite manufacturing business,business and vertical integration strategy, our revenue and profitability may not grow as we expect, our competitiveness may be materially and adversely affected, and our reputation and business may be harmed.
In developing our planned battery-graphitegraphite manufacturing business, we have and will continue to invest significant time and resources. Initial timetables for the development of our battery-graphite manufacturing business may not be achieved. Failure to successfully manage these risks in the development and implementation of our newbusiness battery-graphite manufacturing businessplan could have a material adverse effect on our business, results of operations and financial condition.
Delays or cost overruns could also result from inaccuracies in the estimates and findings in the DFS; difficulties in negotiation of construction contracts; challenges with managing contractors and vendors; subcontractor performance; adverse weather conditions and natural disasters; increased costs, shortages, or inconsistent quality of equipment, materials, and labor; judicial or regulatory action; nonperformance under construction or other agreements; engineering or design problems; initial production, plant start-up, attaining customer product specifications, and operating risks; future pandemic health events; work stoppages; environmental and geological conditions; or challenges with start-up activities and operational performance.
The Kellyton Graphite Plant has not yet operated at commercial scale, and we have never operated a full-scale graphite processing facility. As a result, we face significant scale-up risks, including the risk that equipment, processes or technologies may not perform as expected at commercial throughput levels; that yields, recoveries or production rates may be lower than anticipated; that product quality may be inconsistent; or that we may be unable to meet customer technical specifications on a repeatable and consistent basis. The transition from pilot-scale operations to sustained commercial production involves significant engineering, operational and quality control challenges, and there can be no assurance that we will achieve stable operations within expected timeframes or budgets. Failure to achieve consistent production volumes and product specifications could delay customer qualification, give rise to contractual penalties offtake agreement terminations, and materially and adversely affect our business and reputation.
To the extent we are unable to successfully complete construction on timetime, in accordance with milestones, or at all, or to commission, ramp up and operate the Kellyton Graphite Plant at commercial scale in a reliable manner, our ability to develop the Kellyton Graphite Plant could be adversely affected, which in turn could have a material adverse effect on our business, growth prospects, results of operations and financial condition.
We do not have a committed source of financing for the development of our graphite or vanadium projects. WhileThrough December 31, 2025, we have spentincurred cashcosts of approximately $116.4$128 millionmillion. through December 31, 2024,While the remaining capital cash expenditures to construct Phase I of the Kellyton Graphite Plant are currently estimated at approximately $128.4$117 million.million, Delaysinclusive of contingencies, delays in constructing the commercial scale processing facility and other cost overruns may increase that estimate. As of December 31, 2024,2025, we have approximately $4.3$48.6 million in cash, and there can be no assurance that we will be able to obtain financing on commercially reasonable terms, if at all, for the remainder of the amount needed to construct Phase I of the Kellyton Graphite Plant or develop our properties. Our inability to construct the Kellyton Graphite Plant or develop our properties would have a material adverse effect on our future operations.
We are a pre-revenue company, have incurred losses and have had no revenue from operations since 2009, and we expect to continue to incur losses until the Kellyton Graphite Plant becomes operational, which is anticipated to occur in 2025 but could be subject to delays.operational. We have no way to generate cash inflows outside of financing activities and we will continue to incur operating losses until we begin graphite and/or vanadium production on a scale sufficient to generate revenue to fund continuing operations, which cannot be assured. Our future production of purified graphite products is dependent on completion of the Kellyton Graphite Plant and successful implementation of graphite purification technology. Our future mining of graphite and vanadium is dependent upon the completion of an evaluation that will assess the amount, location and size of graphite and vanadium concentrations at our Coosa Graphite Deposit. We can provide no assurance that we will successfully produce graphite or vanadium on a commercial scale, that our properties will be placed into production or that we will be able to continue to find, develop, acquire and finance additional mineral resources or reserves. If we fail to reach commercial scale production and cannot find other means of generating revenue other than producing graphite and vanadium and/or access additional sources of private or public capital, we may not be able to remain in business and holders of our securities may lose their entire investment.
We currently rely entirely on financing activities to fund our operations and capital expenditures. Our business plan is capital intensive and dependent upon our ability to access financing. Volatility in the capital markets, changes in investor sentiment toward critical minerals, energy transition or mining companies, or Company-specific developments may materially and adversely affect our ability to raise additional capital. If we are unable to raise sufficient funds when needed, we may be required to delay, scale back or discontinue construction, development or commercialization plans for the Kellyton Graphite Plant, which could materially harm our business.
Unless and until the Company produces natural graphite from the Coosa Graphite Deposit, the Company will be exposed to fluctuations in the price of natural flake graphite, which may increase substantially as the demand for graphite increases. In addition, the Company’s graphite and vanadium exploration and development activities may be significantly adversely affected by volatility in the price of graphite or vanadium. The success of our mining operations and ability to achieve positive cash flow is dependent on our ability to develop our properties and then operate them at a profit sufficient to finance further mining activities and for the acquisition and development of additional properties. Any profit will necessarily be dependent upon, and affected by, the long and short-term market prices of graphite and vanadium. Mineral prices fluctuate widely and are affected by numerous factors beyond the Company’s control such as global and regional supply and demand, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, and the political and economic conditions of mineral-producing countries throughout the world. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company’s graphite and vanadium activities not producing an adequate return on invested capital to be profitable or viable. In addition, a significant, sustained drop in graphite and vanadium prices would cause us to recognize impairment of the carrying value of our graphite and vanadium or other assets, which could have an adverse impact on the Company’s financial conditions and results of operations.
The market for graphite is global and serves multiple end uses, including stationary energy storage systems, grid infrastructure, data centers, defense and aerospace technologies, nuclear applications and various industrial uses. Demand in any of these sectors may be cyclical, policy-driven or subject to technological substitution. Changes in battery chemistries, advances in alternative anode materials, reduced growth in electric vehicle adoption, slower deployment of BESS or grid storage, or reduced defense or infrastructure spending could adversely affect overall graphite demand and pricing.
Mineral prices fluctuate widely and are affected by numerous factors beyond the Company’s control such as global and regional supply and demand, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the U.S. dollar and foreign currencies, and the political and economic conditions of mineral-producing countries throughout the world. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company’s graphite and vanadium activities not producing an adequate return on invested capital to be profitable or viable. In addition, a significant, sustained drop in graphite and vanadium prices would cause us to recognize impairment of the carrying value of our graphite and vanadium or other assets, which could have an adverse impact on the Company’s financial conditions and results of operations.
We are required to comply with environmental protection laws, regulations and permitting requirements in the United States,U.S., and we anticipate that we will be required to continue to do so in the future in connection with the construction and operations at our Kellyton Graphite Plant and Coosa Graphite Deposit. We have expended significant resources, both financial and managerial, to comply with environmental protection laws, regulations and permitting requirements, and we anticipate that we will be required to continue to do so in the future. The material environmental laws and regulations within the U.S. include the Clean Air Act, Clean Water Act (“CWA”), Safe Drinking Water Act, Federal Land Policy Management Act, National Park System Mining Regulations Act, State Department of Environmental Quality regulations, rules and regulations of the NEPA, NPDES, and Section 404 of the CWA as applicable.
Our patent application and other protective measures may not adequately protect our proprietary intellectual property, and we may be infringing on the rights of others.
Our intellectual property, which is primarily related to our proprietary rights to an improved method for the purification of graphite concentrate, is important to our business. We have filedobtained an issued patent applicationsand have one patent application pending in the United States,U.S., and we generally enter into confidentiality and invention agreements with our employees and consultants. WeWhile the Company has received its first U.S. Patent related to its graphite purification method, we can make no assurances that aother patent applicationapplications will result in an issued patent and our failure to secure rights under the patent application may limit our ability to protect thesome intellectual property rights at the core of our proposed graphite production business. In addition, such patent protection and agreements and various other measures we take to protect our intellectual property from use by others may not be effective for various reasons generally applicable to patents and their granting and enforcement. In addition, the costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may be expensive. Our inability to protect our proprietary intellectual property rights or gain a competitive advantage from such rights could harm our ability to generate revenue and, as a result, our business and operations.
While certain tax credits and other incentives for alternative energy production, alternative fuel, and electric vehicles are currently and have been available in the past, there is no guarantee these programs will be available in the future. For example, the IRA provides a 10% tax credit for the costs of producing certain critical minerals, including graphite and vanadium. In addition, a key provision of the IRA that could indirectly benefit the Company is the Clean Vehicle credit. The IRA eliminates the previous limitation on the number of electric vehicles a manufacturer can sell before the Clean Vehicle credit is phased out or eliminated. Further, the IRA sets a minimum domestic content threshold for the percentage of the value of applicable critical minerals contained in the battery of the electric vehicles. Moreover, if a vehicle battery’s critical minerals were extracted, processed or recycled by a “foreign entity of concern,” such as China, the tax credit would not apply.
This risk is particularly heightened under the newcurrent Presidential administration, because such tax credits and existing trade policy are subject to heightened political scrutiny and uncertainty. The newcurrent Presidential administration or changing legislative priorities could materially alter legislation and laws, governmental regulations and policies supporting electric vehicles and climate change programs resulting in a materially adverse effect on our business and growth strategy.
ReductionsReductions, expirations, modifications or other changes to tariffstariffs, anti-dumping and countervailing duties, or other changes to existing trade regulations regarding global trade could decrease demand for our products.
In 2019, the Trump administration announced tariffs on goods imported from China. In February 2026, the U.S. Department of Commerce (“DOC”) issued an initial affirmative countervailing duty determination; however, in March 2026, the U.S. International Trade Commission (“USITC”) unexpectedly rescinded that determination. The total tariffs have been subject to frequent administration changes and are likely to continue to evolve. Changes to these trade measures, including reductions or changes to existing tariffs, anti-dumping and countervailing duties, or changes in U.S. or foreign trade remedies or export controls could materially alter relative pricing and competition for graphite and graphite-derived products and thereby result in a reduction of demand for our products.
In 2019, the Trump administration announced tariffs on goods imported from China. To date imported Chinese natural graphite tariffs total 45%. This is the result of the U.S. imposed 25% import tariff on Chinese natural and synthetic graphite materials and graphite anodes during 2024, additional 10% tariff on all goods originating from China in February 2025, and the most recent increase of an additional 10% tariff on all goods originating from China during March 2025. Potential further increase of graphite tariffs may increase up to a level of 920% pending the trade case currently under review by the International Trade Commission, with updates expected in May 2025. Additionally, in December 2023, the U.S. Department of the Treasury and the U.S. Department of Energy released interpretive guidance regarding the scope and application of FEOC-related restrictions in the IRA. Most importantly, the guidance identified the People’s Republic of China as an FEOC. These regulations are important because, starting in 2025, any vehicle whose batteries contain critical minerals – including graphite – that were extracted or processed in any manner, and to any degree, by an FEOC – including China – will be ruled ineligible for the Clean Vehicle Tax credit of $7,500 under section 30D of the Internal Revenue Code. As a result, an FEOC must be excluded from a vehicle battery’s supply chain in order for the vehicle to be eligible for the tax credit. However, reductions or changes to existing tariffs or any material changes to the IRA or related interpretative guidance on FEOC could result in a reduction of demand for our products.
The Company discovered vanadium concentrations at the Coosa Graphite Deposit and is executing an exploration plan to further investigate the size and extent of those concentrations.resources. While there can be no assurance that the extent of those concentrations will end up being economically feasible, even if the Company finds vanadium in sufficient quantities to warrant recovery, it ultimately may not be recoverable. Finally, even if any vanadium is recoverable, the Company does not know whether recovery can be done at a profit. Our vanadium activities are highly prospective, face a high risk of failure and may not result in any benefit to the Company.
Management's Discussion & Analysis (MD&A)
New heading “Issuance of Patent for Graphite Purification”
New heading “Debt Financing Update”
New heading “Depreciation and Amortization”
Largest changes
“On September 17, 2025, the Company announced that it had received its U.S. Patent related to its graphite purification method. The Company believes its purification process provides a more environmentally sustainable alternative to certain conventional purification techniques used in China and other countries. In particular, the purification process is designed to avoid the use of hydrofluoric acid, a hazardous substance that is commonly used in certain traditional purification methods. …”see in full comparison
“On September 4, 2024, the Company announced that it had executed a term sheet and agreed to exclusivity with the lead, or arranging, lender (a global financial institution) for a $150.0 million secured debt facility, which would be used to complete the construction of Phase I of the Kellyton Graphite Plant. During the fourth quarter, Westwater continued to move through the due diligence and loan documentation processes related to the transaction. …”see in full comparison
While the Company has advanced its business plan and has been successful in the past raising funds through equity and debt financings as well as through the sale of non-core assets, no assurance can be given that additional financing will be available in amounts sufficient to meet its needs, or on terms acceptable to the Company. Recent volatility in the equity and debt capital markets,see in full comparisonrisinghigher interest rates,inflationinflation, electric vehicle production andgenerallyadoption rates, uncertain economic conditions and regulatory policy and enforcement, tariff policy and import/export restrictions, and unstable geopolitical conditions, could significantly impact the Company’s ability to access the necessary funding to advance its business plan. On July 3, 2024, the Company filed anewRegistration Statement on Form S-3 (the “Registration Statement”), which was declared effective by the SEC on August 29, 2024. TheCompany is subject to General Instruction I.B. 6 of Form S-3, which limits the amount that the Company may sell under the Registration Statement. After giving effect to these limitations and the current public float of our common stock, and after giving effect to the terms of the ATM Offering Agreement with Cantor and the ATM Sales Agreement with H.C. Wainwright, the Company may offer and sell shares of our common stock having an aggregate offering price of up to approximately $5.1 million under the ATM Sales Agreement with H.C. Wainwright as of December 31, 2024. TheCompany’s ability to raise additional funds under the ATM Sales Agreement and the 2024 Lincoln Park PA may befurtherlimited by the Company’s market capitalization, share price and trading volume.For additional disclosure, refer to Note 2 of the consolidated financial statements in Item 8 of this Annual Report on Form 10-K.
“In light of the Company’s customer engagement and commercial discussions, the Company completed an evaluation to optimize the Phase I capital plan for of the Kellyton Graphite Plant in December of 2025. Management notes that the original budget for Phase I was approximately $271 million and, through prior optimization and debottlenecking efforts, was reduced to approximately $245 million. …”see in full comparison
see in full comparisonThe Company has relied on equity and debt financings and asset sales to fund its operations.During the year ended December 31,2024,2025, and through the date the consolidated financial statements are issued, the Company continued construction activities related to the Kellyton Graphite Plant. However,whiletheCompany has continued certainconstructionactivities related to Phase I of the Kellyton Graphite Plant, thoseactivities have been significantly reduced from anticipated levels untiltheadditional fundingneededis secured tocompleteadvance Phase I of the Kellyton GraphitePlant is in place.Plant. The Company’sconstruction relatedconstruction-related contracts include termination provisions at the Company’s election that do not obligate the Company to make payments beyond what is incurred by the third-party serviceproviderprovider, including purchases of long lead equipment, through the date of such termination.In its going concern analysis, the Company considered construction activity and related costs through the date that the consolidated financial statements are issued. Based on this analysis, the Company’s planned non-discretionary expenditures for one year past the issue date of the consolidated financial statements, exceed the cash on hand as of the date of the consolidated financial statements, excluding funding opportunities and the Company’s current equity facility.
“Inventory consisted of raw material of natural flake graphite concentrate purchased from a non-related third party to be used in the creation of additional samples for potential customers, the testing and commissioning of Phase I of the Kellyton Graphite Plant, and future operations. The Company values the natural flake graphite concentrate at the lower of cost or net realizable value. Net realizable value represents the estimated future sales price of the product based on current and long-term graphite prices, less the estimated costs to complete production and bring the product to sale. …”see in full comparison
Full comparison: every changed paragraph (71)
The following discussion and analysis should be read in conjunction with our consolidated financial statements as of and for the years ended December 31, 20242025 and 2023,2024, and the related notes thereto appearing elsewhere in this Annual Report on Form 10-K, which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).GAAP. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under the section heading “Item 1A. Risk Factors” above and elsewhere in this Annual Report on Form 10-K. See “Cautionary Note Regarding Forward-Looking Statements” above.
Risk Factors” above and elsewhere in this Annual Report on Form 10-K. See “Cautionary Note Regarding Forward-Looking Statements” above.
Westwater Resources, Inc., originally incorporated in 1977,Inc. is an energy technology company focused on developing battery-grade natural graphite materials through its two primary projects, the Kellyton Graphite Plant and the Coosa Graphite Deposit, both located in Coosa County, Alabama. Once operational, Westwater expects the Kellyton Graphite Plant to process natural flake graphite and, based on current studies and estimates, produce 12,500 mt per year of CSPG in Phase I of the Kellyton Graphite Plant, primarily for use in lithium-ion batteries. Westwater also holds mineral rights to explore and potentially mine the Coosa Graphite Deposit, which Westwater anticipates will eventually provide natural graphite flake concentrate to the Kellyton Graphite Plant.
The global landscape for the U.S. supply of critical minerals, including natural graphite, continues to evolve. On November 3, 2025, FCA, which is part of the Stellantis group of companies, unexpectedly terminated its Offtake Agreement with the Company. FCA was one of three companies, including SK On and Hiller Carbon, with offtake agreements with Westwater.
The offtake agreements with SK On and Hiller Carbon remain in effect. While FCA has indicated it may be open to considering a new arrangement with the Company, any future agreement would be subject to current market conditions and other terms to be negotiated. The Company continues to explore additional offtake opportunities with other prospective customers and, as part of these efforts, has provided and expects to continue providing product samples to support customer evaluation and qualification processes.
Westwater continues to respond to inquiries from prospective customers as they evaluate the impact of announced and potential changes to global trade and industrial policy, including tariffs, export restrictions, domestic content requirements, countervailing and antidumping duties, the Section 45X advanced manufacturing production tax credit, and related policy measures that may affect demand for domestic battery-grade natural graphite. Many of these prospective customers include large, global lithium-ion battery manufacturers and original equipment manufacturers (“OEMs”).
Issuance of Patent for Graphite Purification
On September 17, 2025, the Company announced that it had received its U.S. Patent related to its graphite purification method. The Company believes its purification process provides a more environmentally sustainable alternative to certain conventional purification techniques used in China and other countries. In particular, the purification process is designed to avoid the use of hydrofluoric acid, a hazardous substance that is commonly used in certain traditional purification methods. The Company believes its patented approach supports the production of high-purity graphite and provides a competitive advantage as customers increasingly consider tariff restrictions, ESG, permitting and domestic supply chain requirements.
On September 17, 2024, the Company entered into the Fines Offtake Agreement for the supply of the Company’s Graphite Fines material with Hiller Carbon, a leading supplier of pelletized materials to the steel and foundry industries. Pursuant to the terms of the Fines Offtake Agreement, the Company will supply natural Graphite Fines material from its Kellyton Graphite Plant to Hiller Carbon’s plants located within the U.S. Graphite Fines are produced as a byproduct during the CSPG spherodizing process, one of the processing steps related to producing CSPG, which remains the Company’s main focus. The Company expects Graphite Fines production to be approximately 14,000 mt per year, based on the anticipated annual Phase I CSPG production of 12,500 mt per year, and delivery of the Graphite Fines to Hiller Carbon to occur when the Kellyton Graphite Plant begins production.
On July 17, 2024, the Company entered into the Offtake Agreement with FCA, an electric vehicle manufacturer and part of the Stellantis group of companies. Under the terms of the Offtake Agreement, FCA will be obligated to purchase CSPG natural graphite anode products (the “Product”) in amounts (the “Annual Offtake Volume”) and at prices described in the Offtake Agreement, upon Westwater providing CSPG in accordance with the terms of the contract. The anticipated Annual Offtake Volume in 2026 is 10,000 mt of Product, and 15,000 mt of Product in years 2027 through 2031, the final year of the Offtake Agreement.
On February 4, 2024, the Company entered into the Procurement Agreement with SK On. Pursuant to the terms of the Procurement Agreement, Westwater will supply CSPG natural graphite anode products from its Kellyton Graphite Plant to SK On battery plants located within the U.S. Under the terms of the Procurement Agreement, SK On will be obligated to purchase, on an annual basis, a quantity of CSPG equal to a percentage of the forecasted volume required by SK On (the “Minimum Purchase Amount”), provided that the Minimum Purchase Amount may be increased from time to time by the mutual agreement of the parties, upon Westwater providing CSPG in accordance with the terms of the contract. The forecasted volume required by SK On in the final year of the Procurement Agreement is 10,000 mt of CSPG.
As a result of entry into the Offtake Agreement with FCA and the Procurement Agreement with SK On, the Company has secured offtake agreements for 100% of its anticipated Phase I production capacity and partially committed a portion of anticipated Phase II production capacity from its Kellyton Graphite Plant during the term of the respective contracts.
Westwater continues to engage with these and other potential customers by providing samples of CSPG produced by the Company for testing and evaluation, hosting site tours of the Kellyton Graphite Plant, and having technical product development and commercial discussions. Feedback from certain potential customers indicates that Westwater’s material meets their initial specifications, and has resulted in the Company providing additional, or in some cases, larger product samples to these potential customers.
During the year, construction activities at the Kellyton Graphite Plant included equipment installation and electrical work to establish the power distribution center, transition off temporary power generation, and connection of the facility to the Alabama power grid. The Company has installed micronization (sizing) and spheroidization (shaping) mills in the SG building and has commissioned and started one micronization and one spheroidization mill.
Westwater has constructed and continues to operate its R&D Lab. The R&D Lab supports ongoing product development and optimization with potential customers and provides in-house quality control testing capabilities. The Company believes the R&D Lab increases flexibility to refine and produce future samples in accordance with customer specifications.
Since inception of the Kellyton Graphite Plant, and inclusive of liabilities as of December 31, 2025, the Company has incurred costs of approximately $128.2 million. Refer to Note 5 of the consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further details. The Company continued Phase I construction activities at a measured pace during 2025. With additional financing raised during 2025, the Company has ordered certain long-lead equipment items to further advance Phase I in 2026; however, the Company currently intends to maintain a measured approach to capital deployment.
In light of the Company’s customer engagement and commercial discussions, the Company completed an evaluation to optimize the Phase I capital plan for of the Kellyton Graphite Plant in December of 2025. Management notes that the original budget for Phase I was approximately $271 million and, through prior optimization and debottlenecking efforts, was reduced to approximately $245 million. While the Company’s additional optimization review in December 2025 resulted in additional potential cost reductions, the Company is also experiencing certain cost pressures related to tariffs and energy costs as a result of the current geopolitical climate and related uncertainties. As such, the Company is maintaining its current cost estimate of $245 million, of which approximately $117 million has not yet been incurred, including approximately $19 million related to contingency and potential cost escalations.
Westwater has lowered its estimate of Phase I cost to $245 million, down from the previous estimate of $271 million. This represents a decrease in estimated cost of $26 million, or 9.6%. During the year, Westwater continued to evaluate its plant design, the construction schedule and the costs related thereto. The decrease in estimated costs primarily relates to savings as a result of further design optimization and savings in steel, piping and equipment installation. The revised estimate of $245 million includes an 11% contingency and 2% escalation factor on the remaining uncommitted spend.
Construction activities in 2024 consisted of receipt of additional long-lead equipment components and installing equipment and structural steel. As of the end of the year, micronization (sizing) and spheroidization (shaping) mills were placed in the SPG building and the structural steel work is near completion. Installation of peripheral support equipment surrounding the micronization and spheroidization mills in the SPG building began during the second half of 2024. Westwater has constructed and continues to operate its R&D Lab. The R&D Lab allows Westwater to continue product development and optimization with potential customers, and to perform additional quality control tests. It also affords greater flexibility to optimize future samples in accordance with customer specifications.
Since inception of the project, and inclusive of liabilities as of December 31, 2024, the Company has incurred costs of approximately $122.8 million, net of $1.5 million recoupment of capital costs, related to construction activities for Phase I of the Kellyton Graphite Plant. Refer to Note 5 of the consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further details. While the Company has continued construction activities related to Phase I of the Kellyton Graphite Plant during 2024, Westwater has reduced the level of construction activity from anticipated levels, including adjusting the timing of future work, until receipt of the additional funding needed to complete construction of Phase I of the Kellyton Graphite Plant. Reducing the level of construction activity until financing is secured is expected to impact the overall schedule to complete Phase I of the Kellyton Graphite Plant. As a result of entry into the Offtake Agreement and Procurement Agreement, we expect to begin production in 2026, subject to securing financing to complete construction of Phase I of the Kellyton Graphite Plant.
During 2025, the Company operated its qualification line at the Kellyton Graphite Plant and produced multiple customer samples, including aggregate production in excess of one metric ton of CSPG, for use in pre-production evaluations and testing. Throughout the year, the Company made incremental improvements to the qualification line to improve cycle times, yield, and graphite flow rates and to enhance overall operating performance.
As of December 31, 2024, Westwater has completed construction of its qualification line and started to produce larger bulk samples ofThe CSPG forproduced customer qualification. Once fully operational and put into service,on the qualification line is expected to produce approximately 1 mt per day of CSPG and the samples produced on it will be representative of CSPG massmaterial productionproduced atin thea Kellytonfuture Graphitecommercial Plant.setting. The Company expects thatthe thecontinued operation of the qualification line will allowsupport Westwaterthe production of bulk CSPG samples in one to supplyten itsmetric customers bulk samples of CSPG in 1 to 10 mtton batches for cellcustomer qualification activitiesactivities. whileThe qualification line is also being used for operations training and process familiarization, which the Company completesbelieves themay constructionsupport ofa Phasemore Iefficient commissioning and start-up of the Kellyton Graphite Plant. The qualification line will also be used to train Westwater’s operations team, which the Company expects will expedite the commissioning and startup of the Kellyton Graphite Plant.
During 2025, the Company commissioned one micronization mill and one shaping mill. These commissioned mills are being used in conjunction with the qualification line to produce additional customer samples, and the Company expects these assets to transition to the mass production line when Phase I of the Kellyton Graphite Plant is completed and becomes operational.
On October 27, 2025, Westwater announced plans to progress the permitting process for future mine development at its Coosa Graphite Deposit. The Company has retained a third-party permitting and engineering firm to support and manage permitting activities and expects to engage with the U.S. Army Corps of Engineers, the Alabama Department of Environmental Management, and other state and local authorities as the process progresses. The permitting effort is expected to include the preparation of environmental studies and the submission of applications under applicable federal and state frameworks, including, as relevant, water discharge, wetlands and air permits, and other approvals associated with the construction and operation of the Coosa Graphite Deposit. These results will inform ongoing mine planning and design efforts, as Westwater continues to evaluate and optimize the Coosa Graphite Deposit for efficient, responsible production of natural graphite.
Certain permitting activities commenced in the fourth quarter of 2025, and subsequent to year end, the Company filed an application for a NPDES permit with the ADEM and submitted its project application to the FAST-41 Federal Permitting Council dashboard. Established by the U.S. Congress in 2015, the FAST-41 program is intended to streamline the federal permitting process by improving timeliness and predictability through publicly posted permitting timelines and procedures. The program also provides formal issue‑resolution mechanisms, and its federal permitting dashboard allows project stakeholders and the general public to track a project’s progress, including opportunities for public comment.
Construction Financing Update
During 2025, the Company entered into the Series Purchase Agreements pursuant to which the Company issued and sold in registered public offerings Convertible Notes in the aggregate principal amount of $10.0 million, which are convertible into shares of the Company’s Common Stock.
The Company continued to raise capital through its ATM Sales Agreement and 2024 Lincoln Park PA which resulted in net proceeds of $53.4 million and $3.2 million, respectively.
Refer to Note 5, Convertible Notes, and Note 9, Stockholders’ Equity, of the consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further details.
Debt Financing Update
Following the unexpected termination of the FCA Offtake Agreement in the fourth quarter, which the Company had expected to be a key commercial underpinning for the debt syndication, the Company, together with its investment banker, paused efforts related to syndication of a secured debt facility. While the private debt syndication process has been paused, the Company continues to receive interest from lenders that may be interested in providing financing pending sufficient commercial offtake. No assurance can be given that the Company will ultimately enter into a lending arrangement, or that financing will be available in amounts sufficient to meet its needs, or on terms acceptable to the Company. Further, we continue to pursue other potential financing sources including, but not limited to, governmental financing and opportunity zones.
In April 2025, Westwater received a letter of interest from EXIM related to the Kellyton Graphite Plant, under EXIM’s “Make More in America Initiative” and “China and Transformational Exports Program.” The Company’s application remains pending. Progression from an EXIM letter of interest to a loan commitment is subject to, among other things, additional offtake to support loan repayment, submission and acceptance of a formal application, completion of EXIM due diligence and underwriting, and negotiation and finalization of definitive terms and conditions. No assurance can be given that the Company will enter into a loan transaction with EXIM.
In addition to the EXIM loan application, Westwater has engaged advisors to support ongoing efforts to evaluate and pursue other sources of government funding that may be available.
On September 4, 2024, the Company announced that it had executed a term sheet and agreed to exclusivity with the lead, or arranging, lender (a global financial institution) for a $150.0 million secured debt facility, which would be used to complete the construction of Phase I of the Kellyton Graphite Plant. During the fourth quarter, Westwater continued to move through the due diligence and loan documentation processes related to the transaction. Those processes included hosting lenders at the Kellyton Graphite Plant site in Alabama, completing technical due diligence using an independent third-party engineering firm, completing legal and insurance due diligence using additional firms, and working with legal counsel to prepare and negotiate loan documents. In January of 2025, Westwater announced that it had received investment committee approval from the lead lender, and is working to finalize the overall syndication of the debt facility. Recently announced policy decisions by the federal government, primarily tariffs, by the U.S., EU, Canada, Mexico, and China have created general market uncertainty in the capital markets, which has negatively impacted the estimated the timing of closing the proposed debt facility. The Company remains focused on completing the debt facility and will update investors as appropriate.
The progression from signing the term sheet to loan closing is subject to customary agreement on completing the syndication, final due diligence by other potential lenders in the syndication, and final loan conditions and terms. No assurance can be given that the Company will ultimately enter into the secured debt facility, or that financing will be available in amounts sufficient to meet its needs, or on terms acceptable to the Company.
Westwater commenced a strategic financing review process for the Coosa Graphite Deposit in the first quarter of 2024. This strategic financing review process seeks to identify investment sources and partners for the Coosa Graphite Deposit, and may include review of strategic investment partners or other strategic transactions. See Item 2, Properties for more detail on the Coosa Graphite Deposit.
Consolidated net loss from operations for the year ended December 31, 2025 was $27.3 million, or $0.32 per share, as compared with $12.7 million, or $0.22 per share for the same period in 2024. The $14.6 million increase in our consolidated net loss from operations was primarily due to costs associated with conversions and fair value adjustments of the Convertible Notes, an increase in stock compensation expense, debt issuance costs, greater depreciation expense and costs associated with progressing the permitting of the Coosa Graphite Deposit.
These increases were offset by the reduction of other expenses related to a loss on sales and a write-down of raw material inventory in the prior year. See below for further details related to these changes.
Our consolidated net loss from continuing operations for the year ended December 31, 2024 was $12.7 million, or $0.22 per share, as compared with a consolidated net loss from continuing operations of $7.8 million, or $0.15 per share for the same period in 2023. The $4.9 million increase in our consolidated net loss from continuing operations was due primarily to the prior year recognition of a gain of $3.1 million related to the legal settlement with the Republic of Turkey and a $1.2 million write-off of estimated uranium royalty liabilities. Additionally, for the year ended December 31, 2024, Westwater recognized a $1.5 million loss on the sale of graphite concentrate and had $1.1 million less interest income on our investment account. These increases in net loss were partially offset by $1.8 million less product development expenses.
Product development expenses for the year ended December 31, 2025 were $1.1 million and remained relatively flat, as compared to the same period in 2024.
Product development expenses for the year ended December 31, 2024 were $1.2 million, a decrease of $1.8 million compared to the prior year. Product development expenses for the year ended December 31, 2024, related primarily to sample production of battery-grade natural graphite products for evaluation by potential customers. Since the third quarter of 2023, the Company has utilized its in-house R&D Lab for sample processing, resulting in lower costs for each batch of samples produced.
Exploration expenses for the year ended December 31, 2025, increased by $0.2 million, compared to the same period in 2024. The increase was a result of completing a substantial body of work during the fourth quarter of 2025 essential to advancing the Coosa Graphite Deposit through early stage permitting, environmental baseline characterization, cultural resource compliance, and preliminary engineering design. The combination of engineering design, environmental fieldwork, regulatory mapping, hydrologic studies, and agency coordination is intended to help the Company progress toward obtaining required permits and preparing the site for development activities.
Exploration expenses were less than $0.1 million for the year ended December 31, 2024, a decrease of $0.3 million compared to the prior year. The decrease in exploration expenses was the result of the Company completing its Preliminary Ecological Appraisal (“PEA”) at the Coosa Graphite Deposit in November 2023 and lower personnel costs.
General and administrative expenses for the year ended December 31, 2024,2025, were $10.0$12.4 million, an increase of approximately $0.2$2.4 million as compared to the prior year. The increase was primarily due to $0.5$2.6 million in higher stock compensation expense resultingas primarilya from $0.3 millionresult of stock award forfeitures in the first quarter of 2023,larger and anbroadly increasedistributed in the number ofrestricted stock unit awards granted in 2024.May The2025, impactcompared to awards granted in prior years. Refer to Note 10, Stock-based Compensation, of the increaseconsolidated financial statements in stockItem compensation expense was partially offset by an upfront $0.2 million advisory fee, which was incurred in the first quarter8 of 2023.this Annual Report on Form 10-K for further details.
Depreciation and Amortization
Depreciation and amortization for the year ended December 31, 2025, increased by $0.5 million, compared to the same period in 2024, due to an increase in depreciation expense resulting from the qualification line, which was placed in service in January of 2025.
Settlement
In the fourth quarter of 2023, the Company realized a $3.1 million gain on the settlement of its arbitration against the Republic of Turkey upon receipt of payment.
Other (Expense) Income,Expense, net
Other expense, net for the year ended December 31, 2025 was $12.8 million, as compared to $1.2 million for the same period in the prior year. The increase in other expense, net was primarily due to expense for issuance costs, conversions, and fair value adjustments of the Convertible Notes. Other expense related to the conversions and adjustments to the Convertible Notes was impacted by the Company’s higher stock price during 2025. The Company also recognized deferred debt issuance costs as a result of placing the syndication process on hold upon the termination of the FCA Offtake Agreement. The increase in other expense, net in the current period was partially offset by the absence of a loss on sales and a write-down of raw material inventory in the current year, compared to the same period of the prior year. Refer to Note 11, Other Expense, net, of the consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further details.
Other expense for the year ended December 31, 2024 was $1.2 million, as compared to other income of $2.4 million for the same period in 2023. The $3.6 million change is primarily due to a $1.1 million decrease in interest income resulting from lower average cash balances during the year and a $1.5 million loss on the sale of raw material inventory for the year ending December 31, 2024. Additionally, based on the completion of the voluntary disclosure of unclaimed property in 2023, the Company wrote off estimated uranium royalty liabilities and recognized other income of approximately $1.2 million in the prior year.
Net cash used in operating activities of $5.8$9.9 million for the year ended December 31, 2024,2025, represents aan decreaseincrease of $5.6$4.1 million compared to the same period in 2023.2024. The decreaseincrease in cash used in operating activities was primarily due to the absence of $3.6 million of cash collected on sales of raw material inventory in 2024, a decrease in purchases of raw material inventory of $2.4 million, and a decrease in third-party services related to product development of $1.4 million in 2024 compared to 2023. These changes to operating cash flow were partially offset by $3.1 million of cash received by the Company in the fourth quarter of 2023 related to the settlement of its arbitration against the Republic of Turkey and a reduction of interest income of $1.1 million. The remaining change in operating cash flow was primarily due to other changes in other working capital of $2.6 million.capital.
Net cash used in investing activities decreasedincreased by $53.7$6.8 million for the for the year ended December 31, 2024,2025, as compared to the same period in 2023.2024. TheFor decreaseboth wasperiods, athe resultinvesting ofactivity lowerrepresents construction capital expenditures as the Company reducedcontinues a managed approach to construction activity while seeking debt financing to fund the remaining construction of Phase I of the Kellyton Graphite Plant. This decrease wasPlant, slightly offset by $1.5 million of cash received from the salesales of an asset during 2024.assets. Refer to Note 54, Property, Plant and Equipment of the consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further details.
Net cash provided by financing activities decreasedincreased by $1.5$61.8 million for the year ended December 31, 2024,2025, as compared to the same period in 2023.2024. The decreaseincrease was primarily due to lowernet cash proceeds received relatedfor tothe salesConvertible Notes issued in the current year and an increase in shares of commonCommon stockStock sold under the 2020ATM Sales Agreement and 2024 Lincoln Park PAs,PA during the ATMcurrent Sales Agreement, and the ATM Offering Agreement,year, compared to the same period in 2023.2024.
Since 2009, theThe Company has not recorded revenue from its graphite operations, and as such, Westwater is subject to all the risks associated with a development stage companies.company. Management expects to continue to incur cash losses asto afurther resultadvance ofthe Coosa Graphite Deposit, to continue construction activity at the Kellyton Graphite Plant and for general and administrative expenses until operations commence at the Kellyton Graphite Plant. Operations at the Kellyton Graphite Plant are dependent on securing the additional funding needed to complete construction of Phase I of the Kellyton Graphite Plant.
The Company has relied on equity and debt financings and asset sales to fund its operations. During the year ended December 31, 2024,2025, and through the date the consolidated financial statements are issued, the Company continued construction activities related to the Kellyton Graphite Plant. However, while the Company has continued certain construction activities related to Phase I of the Kellyton Graphite Plant, those activities have been significantly reduced from anticipated levels until the additional funding neededis secured to completeadvance Phase I of the Kellyton Graphite Plant is in place.Plant. The Company’s construction relatedconstruction-related contracts include termination provisions at the Company’s election that do not obligate the Company to make payments beyond what is incurred by the third-party service providerprovider, including purchases of long lead equipment, through the date of such termination. In its going concern analysis, the Company considered construction activity and related costs through the date that the consolidated financial statements are issued. Based on this analysis, the Company’s planned non-discretionary expenditures for one year past the issue date of the consolidated financial statements, exceed the cash on hand as of the date of the consolidated financial statements, excluding funding opportunities and the Company’s current equity facility.
During the year ended December 31, 2025, the Company sold approximately 36.1 million shares of Common Stock for net proceeds of $53.4 million pursuant to the ATM Sales Agreement, and sold approximately 5.1 million shares of Common Stock for net proceeds of $3.2 million pursuant to 2024 Lincoln Park PA. Additionally, during the year ended December 31, 2025, the Company had proceeds of $10.0 million related to the Convertible Notes.
On December 31, 2025, the Company’s cash balance was $48.6 million. As of December 31, 2025, the Company had approximately $71.9 million remaining available for future sales under the ATM Sales Agreement and approximately $26.2 million worth of shares of Common Stock available for sale under the 2024 Lincoln Park PA, subject to certain limitations contained within the Convertible Notes.
See Note 9, Stockholders’ Equity of the consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further details regarding the Company’s equity financing agreements.
At December 31, 2024, the Company’s cash balances were $4.3 million. On August 29, 2024, the Company terminated the ATM Offering Agreement with Cantor, and on August 30, 2024, entered into a new ATM Sales Agreement with H.C. Wainwright. During the year ended December 31, 2024, the Company sold approximately 2.3 million shares of common stock for net proceeds of $1.1 million pursuant to the ATM Offering Agreement with Cantor, and sold 4.8 million shares of common stock for net proceeds of $2.7 million pursuant to the ATM Sales Agreement with H.C. Wainwright. As of December 31, 2024, the Company has approximately $5.1 million remaining available for future sales under the ATM Sales Agreement with H.C. Wainwright. On August 30, 2024, the Company entered into the 2024 Lincoln Park PA, pursuant to which Lincoln Park has committed to purchase up to $30.0 million of the Company’s common stock. During the year ended December 31, 2024, the Company sold approximately 1.0 million shares of common stock for net proceeds of $0.4 million pursuant to the 2024 Lincoln Park PA. As of December 31, 2024, the Company has approximately 9.5 million shares of common stock that are available for future sales pursuant to the 2024 Lincoln Park PA. See Note 8 of the consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further details regarding the Company’s equity financing agreements.
What changed in the latest 10-Q
Risk Factors
An investment in our Common Stock involves various risks. When considering an investment in us, careful consideration should be given to the risk factors discussed in Risk Factors in Item 1A in our Annual Report.
No wording changes found in this section.
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Management's Discussion & Analysis (MD&A)
Largest changes
“During the six months ended June 30, 2026, the Company advanced the Coosa Graphite Deposit through the completion of environmental, cultural, hydrologic, and geochemical investigations and studies supporting federal and state permitting efforts. The results of these studies support optimization of mine planning, infrastructure layout, and overall project design as Westwater continues to evaluate and develop the Coosa Graphite Deposit for efficient, technically sound, and environmentally responsible natural graphite production. …”see in full comparison
“We continue to work to advance our plan to secure the remaining financing needed to complete Phase I of the Kellyton Graphite Plant. Consistent with our prior communications, we are prioritizing non-dilutive and lower cost sources of capital where available, including evaluating potential government programs. In August of 2026, Westwater received approval from the Export-Import Bank of the United States (“EXIM”) for an approximately $25 million direct loan to support continued development of the Kellyton Graphite Plant. …”see in full comparison
Exploration expenses for the three and six months endedsee in full comparisonMarchJune31,30,2026,2026wereincreased $0.3million.millionTheandincrease of $0.3$0.6 million, respectively, compared to the sameperiodperiods in20252025.wasThe increases were a result of permitting related activities performed during the firstquarterhalf of 2026 to advance the Coosa Graphite Deposit through early stage permitting. Those activities included completing collection of all baseline environmental,geotechnical,geochemical, cultural, and hydrologic data required to support permitting. All major water management structures needed for the initial mine development footprint and activities (process wastewater, treatment pond, freshwater makeup, and stormwater basin) were fully designed and certified. Additionally, the habitat assessment, the sediment basin designs, and laboratory geochemical testing for several drill holes were completed. In addition, the Company filed the National Pollutant Discharge Elimination System with the ADEM. On June 15, 2026, the Company submitted its Section 404 permit application to the USACE under the Clean Water Act and on June 26, 2026, the USACE issued the project's Public Notice, formally beginning the public review process.
“Net cash used in operating activities of $6.5 million for the six months ended June 30, 2026, represents an increase of $1.9 million compared to the same period in 2025. …”see in full comparison
“General and administrative expenses for the six months ended June 30, 2026, increased by $1.7 million, compared to the same period in 2025. …”see in full comparison
“Net cash used in operating activities of $4.0 million for the three months ended March 31, 2026, represents an increase of $1.7 million compared to the same period in 2025. The increase was primarily due to the timing of company-wide short-term incentive payments of $0.9 million. In an effort to manage cash flow, prior year bonus payments were deferred over the second and third quarters of 2025. …”see in full comparison
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The following discussion and analysis of the consolidated financial results and financial condition of Westwater for the three and six months ended MarchJune 31,30, 20262026, should be read in conjunction with the unaudited Interim Financial Statements and Notes thereto included herewith and the audited consolidatedConsolidated financialFinancial statementsStatements as of and for the years ended December 31, 2025 and 2024, and the related notes thereto appearing elsewhere in our Annual Report, which were prepared in accordance with U.S. GAAP. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth elsewhere in this report. See “Cautionary Note Regarding Forward-Looking Statements” herein.
Westwater Resources, Inc. is an energy technology company focused on developing a vertically integrated battery-grade natural graphite business through its two primary projects, the Kellyton Graphite Plant and the Coosa Graphite Deposit, both located in Coosa County, Alabama. Once operational, Westwater expects the Kellyton Graphite Plant to process natural flake graphite and, based on current studies and estimates, produce 12,500 mt per year of CSPG in Phase I of the Kellyton Graphite Plant, primarily for use in lithium-ion batteries. Westwater also holds mineral rights to explore and potentially mine the Coosa Graphite Deposit, which Westwater anticipates will eventually provide natural graphite flake concentrate to the Kellyton Graphite Plant.
On October 27, 2025, Westwater announcedhas plansconducted tostudies progressand thefiled permittingseveral processpermits for future mine development at its Coosa Graphite Deposit. The Company has retained a third-party permitting and engineering firm to support and manage permitting activities and is actively engaging with the U.S. Army Corps of Engineers,Engineers (“USACE”), the Alabama Department of Environmental Management (“ADEM”), and other state and local authorities as the process progresses. The permitting effort is expected to include the preparation and execution of required environmental studies and the submission of applications under applicable federal and state frameworks, including, where required, water discharge permits, wetlands permits, air permits, and other approvals necessary for the construction and operation of the Coosa Graphite Deposit. The results of these studies will support optimization of mine planning, infrastructure layout, and overall project design as Westwater continues to evaluate and develop the Coosa Graphite Deposit for efficient, technically sound, and environmentally responsible natural graphite production.
As previously announced and sinceWestwater’s permitting activities commenced in the fourth quarter of 2025,2025. theThe Company applied for an NPDES permit with ADEM and received “covered project” designation for the Coosa Graphite Deposit under the FAST‑41 Federal Permitting Program. The submitted application includes site-specific engineering, hydrologic, and environmental analyses to support compliance with applicable federal and state water quality standards. FAST‑41, enacted by Congress in 2015, is intended to improve the timeliness, predictability, and transparency of the federal permitting process through publicly available permitting schedules and formal coordination mechanisms. As of the date of these Interim Financial Statements, the estimated completion date for environmental review and permitting, as reflected on the FAST-41 dashboard, is June 2027.
During the six months ended June 30, 2026, the Company advanced the Coosa Graphite Deposit through the completion of environmental, cultural, hydrologic, and geochemical investigations and studies supporting federal and state permitting efforts. The results of these studies support optimization of mine planning, infrastructure layout, and overall project design as Westwater continues to evaluate and develop the Coosa Graphite Deposit for efficient, technically sound, and environmentally responsible natural graphite production. Key permitting activities included completion of wetland and stream delineations, jurisdictional determination activities, cultural resource surveys, habitat assessments, and FAST-41 activities. The Company also completed geochemical characterization and acid-base accounting analyses on historic and recent drill holes and continued hydrologic monitoring across the project area. As of June 30, 2026, efforts were focused on supporting ADEM permit review, processing bat survey data, continuing environmental monitoring, advancing utility and infrastructure planning, and filing of the National Pollutant Discharge Elimination System with the ADEM. On June 15, 2026, the Company submitted its Section 404 permit application to the USACE under the Clean Water Act and on June 26, 2026, the USACE issued the project's Public Notice, formally beginning the public review process.
During the three months ended March 31, 2026, the Company completed several foundational technical and environmental studies for the Coosa Graphite Project. The Company also continued to work on geotechnical analyses, hydrologic monitoring, and federal and state permitting activities. Ongoing efforts include preparation of the U.S. Army Corps of Engineers Individual Permit application, completion of the U.S. Fish and Wildlife Service habitat assessment and related survey planning, continued FAST‑41 coordination, early‑stage preparation of the ADEM air permit, and evaluation of potential impacts on the county road segment within the Phase I mining area.
During the threesix months ended MarchJune 31,30, 2026, the Company continued to oversee detailed engineering and manufacturing progress related to long‑lead equipment procuredwe ordered in the fourth quarter of 2025 forand we are continuing to follow, support and advance its progress and delivery to the Kellyton Graphite Plant.
Westwater continued to operate its R&D Lab and its qualification line at the Kellyton Graphite Plant during the first quarter.half of the year. Both the R&D Lab and qualification line support ongoing product development and optimization with potential customers and provide in-house quality control testing capabilities.
Since the inception of the Kellyton Graphite Plant, and inclusive of liabilities as of MarchJune 31,30, 2026, the Company has incurred costs of approximately $129.6$130 million.million associated with Phase I. The Company continued Phase I construction activities at a measured pace during the first quarterhalf of 2026. With additional financing raised during 2025 and 2026, the Company has ordered certain long-lead equipment items to further advance Phase I in 2026; however, the Company currently intends to maintain a measured approach to capital deployment.2026.
The Company is maintainingmaintains its current cost estimate for Phase I of the Kellyton Graphite Plant of $245 million, of which approximately $115 million has not yet been incurred, includingthis includes approximately $19$14.8 million related to contingency and potential cost escalations.estimates. The contingency and escalation estimate was reduced as we received updated pricing.
In June and August 2025, the Company entered into the Securities Purchase Agreements pursuant to which the Company issued and sold in registered public offerings Convertible Notes in the aggregate principal amount of $10.0 million, which were convertible into shares of the Company’s Common Stock. As discussed in Note 4, Convertible Notes, and Note 12, Subsequent Event, of the Interim Financial Statements, subsequent to the quarter ended June 30, 2026 the Company voluntarily redeemed the entire outstanding Convertible Notes for approximately $2.4 million in cash.
During the six months ended June 30, 2026, the Company continued to raise capital through its ATM Sales Agreement and sold 1.0 million shares of Common Stock for net proceeds of $1.2 million. Refer to Note 7, Stockholders’ Equity, of the Interim Financial Statements for further details.
We continue to work to advance our plan to secure the remaining financing needed to complete Phase I of the Kellyton Graphite Plant. Consistent with our prior communications, we are prioritizing non-dilutive and lower cost sources of capital where available, including evaluating potential government programs. In August of 2026, Westwater received approval from the Export-Import Bank of the United States (“EXIM”) for an approximately $25 million direct loan to support continued development of the Kellyton Graphite Plant. The loan was approved under EXIM’s Make More in America Initiative (“MMIA”), which supports export-oriented domestic manufacturing projects that strengthen critical U.S. supply chains.
Closing a direct loan with EXIM is subject to the preparation, agreement, and execution of the definitive loan documentation, and satisfaction of customary closing conditions. No assurance can be given that the Company will ultimately enter into a direct loan with EXIM.
Concurrent with our efforts to close a loan with EXIM, the Company and its advisors continue to pursue and evaluate additional potentially available government funding sources.
As we continue to secure additional financing to complete Phase I, we will manage expenditures in a prudent manner. There can be no assurance that we will obtain additional financing in amounts sufficient to meet our needs, or on terms acceptable to the Company, nor can there be assurance regarding the timing of any such financing.
During the six months ended June 30, 2026, Westwater provided product samples for evaluation and qualification to prospective customers in the electric vehicle, battery energy storage systems (“BESS”) and defense-related battery markets.
The global landscape for the U.S. supply of critical minerals, including natural graphite, continues to evolve. On March 31, 2026, SK On notified the Company of its decision to terminate the Procurement Agreement originally executed in February 2024. This termination followed FCA’s termination on November 3, 2025, of the Offtake Agreement with the Company originally executed in July 2024.
While SK On and FCA have indicated they may be open to considering new arrangements with the Company, any future agreements would be subject to current market conditions and other terms to be negotiated. The Company continues to explore additional offtake opportunities with other prospective customers and, as part of these efforts, has provided and expects to continue providing product samples to support customer evaluation and qualification processes.
Westwater continues to respond to inquiries from prospective customers as they evaluate the impact of announced and potential changes to global trade and industrial policy, including tariffs, export restrictions, domestic content requirements, countervailing and antidumping duties, the Section 45X advanced manufacturing production tax credit, and related policy measures that may affect demand for domestic battery-grade natural graphite. Many of these prospective customers include large, global lithium-ion battery manufacturers and original equipment manufacturers (“OEMs”).
The global landscape for the U.S. supply of critical minerals, including natural graphite, continues to evolve. As previously announced, on March 31, 2026, SK On terminated the Procurement Agreement and on November 3, 2025, FCA terminated the Offtake Agreement. The Company continues to explore additional offtake opportunities with other prospective customers and, as part of these efforts, has provided and expects to continue providing product samples to support customer evaluation and qualification processes.
In June and August 2025, the Company entered into the Series Purchase Agreements pursuant to which the Company issued and sold in registered public offerings Convertible Notes in the aggregate principal amount of $10.0 million, which are convertible into shares of the Company’s Common Stock.
During the three months ended March 31, 2026, the Company continued to raise capital through its ATM Sales Agreement and sold 1.0 million shares of Common Stock for net proceeds of $1.2 million.
Refer to Note 4, Convertible Notes, and Note 7, Stockholders’ Equity, of the Interim Financial Statements for further details.
We continue to work to advance our plan to secure the remaining financing needed to complete Phase I of the Kellyton Graphite Plant. Consistent with our prior communications, we are prioritizing non-dilutive and lower cost sources of capital where available, including evaluating potential government programs. In support of these efforts, we have engaged advisors and are actively evaluating additional funding structures that may be available to the Company.
In parallel, we are evaluating project level financing alternatives that may be supported by project assets, including equipment based financing and other structured solutions. While we maintain access to capital markets through our existing equity financing tools, we intend to remain disciplined and thoughtful in how we utilize those tools.
Until the remaining financing for Phase I is secured, we expect to continue to manage expenditures with a focus on capital preservation, and certain construction and commissioning activities may remain limited. There can be no assurance that we will obtain additional financing in amounts sufficient to meet our needs, or on terms acceptable to the Company, nor can there be assurance regarding the timing of any such financing.
Consolidated net loss from operations for the three months ended MarchJune 31,30, 2026, was $4.7$4.3 million, or $0.04$0.03 per share, as compared with $2.7$3.9 million, or $0.04$0.05 per share for the same period in 2025. Consolidated net loss from operations for the six months ended June 30, 2026, was $9.0 million, or $0.07 per share, as compared with $6.5 million, or $0.09 per share for the same period in 2025. The $2.0 million increaseincreases in our consolidated net loss from operations wasfor both periods were primarily due to costs associated with progressing the permitting of the Coosa Graphite Deposit, an increase in stock-based compensation expenses, and greater product development costs.costs, partially offset by additional interest income. Additional detail regarding the drivers of these primary cost increases is provided below.
Product development expenses for the three months ended MarchJune 31,30, 2026, wereincreased $0.6approximately million, an increase of $0.4$0.1 million compared to the same period in 2025. The increase was2025, primarily the result of a $0.1 million write-off of deferred contract costs relateddue to the previously announced termination of the Procurement Agreement, $0.1 million more raw material inventory used in sample production, and $0.1 million of equipment maintenance and enhancements on our qualification line.line to continue to produce samples and develop active anode materials.
Product development expenses for the six months ended June 30, 2026, increased approximately $0.4 million compared to the same period in 2025. The increase was primarily the result of $0.2 million of equipment maintenance and enhancements on our qualification line, a $0.1 million write-off of deferred contract costs related to the previously announced termination of the Procurement Agreement, and $0.1 million more raw material inventory used in sample production.
Exploration expenses for the three and six months ended MarchJune 31,30, 2026,2026 wereincreased $0.3 million.million Theand increase of $0.3$0.6 million, respectively, compared to the same periodperiods in 20252025. wasThe increases were a result of permitting related activities performed during the first quarterhalf of 2026 to advance the Coosa Graphite Deposit through early stage permitting. Those activities included completing collection of all baseline environmental, geotechnical,geochemical, cultural, and hydrologic data required to support permitting. All major water management structures needed for the initial mine development footprint and activities (process wastewater, treatment pond, freshwater makeup, and stormwater basin) were fully designed and certified. Additionally, the habitat assessment, the sediment basin designs, and laboratory geochemical testing for several drill holes were completed. In addition, the Company filed the National Pollutant Discharge Elimination System with the ADEM. On June 15, 2026, the Company submitted its Section 404 permit application to the USACE under the Clean Water Act and on June 26, 2026, the USACE issued the project's Public Notice, formally beginning the public review process.
General and administrative expenses for the three months ended MarchJune 31,30, 2026, wereincreased $3.5by $0.4 million, an increase of $1.2 million compared to the same period in the prior year.2025. The increase was primarily driven by $0.6$0.2 million of higher stock‑based compensation expenses, resulting from larger and more broadly distributed RSU awards granted in May 2025 and May 2026 compared to prior years, including higher employer payroll taxes on equity awards that vested in the first quarter of 2026,and a $0.3$0.2 million increase in services provided by third‑parties primarily related to the evaluation of government funding opportunities, investor relations, and legal services, and $0.1 million of commission expense resulting from the termination of the Procurement Agreement.services.
General and administrative expenses for the six months ended June 30, 2026, increased by $1.7 million, compared to the same period in 2025. The increase was primarily driven by $0.7 million of higher stock‑based compensation expenses, resulting from larger and more broadly distributed RSU awards granted in May 2025 and May 2026 compared to prior years and higher employer payroll taxes on equity awards that vested in the first quarter of 2026, a $0.5 million increase in services provided by third‑parties primarily related to the evaluation of government funding opportunities, investor relations, and legal services, a $0.3 million increase in office expenses primarily related to operating leases, maintenance of company assets, subscriptions, and training of employees in advance of operations, and $0.1 million of commission expense resulting from the termination of the Procurement Agreement.
Depreciation and amortization for the three and six months ended MarchJune 31,30, 2026, was $0.2 million and $0.4 million, respectively, and remained relatively flat, as compared to the same period in 2025.
Other Expense,Income (Expense), net
Other expense,income, net for the three months ended MarchJune 31,30, 2026, was $0.1 million and remained relatively flat, asmillion, compared to other expense, net of $0.3 million for the same period in 2025. For the three months ended MarchJune 31,30, 2026, the Company recognized approximately $0.5 million less other expense of approximately $1.1 million related to conversions on the Series B-1 Convertible Notes offset by other income of approximately $0.7 million related to changes in the fair values of the Convertible Notes and approximately $0.4 million more interest income as a result of a larger cash balance. These increases in other income were partially offset by approximately $0.5 million more of other expense related to conversion losses on the B-1 Convertible Notes.
Other income, net for the six months ended June 30, 2026, was less than $0.1 million, compared to other expense, net of $0.3 million for the same period in 2025. For the six months ended June 30, 2026, the Company recognized approximately $1.2 million less other expense related to changes in the fair values of the Convertible Notes and approximately $0.7 million more interest income as a result of a larger cash balance. These increases in other income were partially offset by approximately $1.6 million more of other expense related to conversion losses on the B-1 Convertible Notes.
Net cash used in operating activities of $6.5 million for the six months ended June 30, 2026, represents an increase of $1.9 million compared to the same period in 2025. The increase was primarily due to $0.6 million of permitting activities at the Coosa Graphite Deposit, a $0.5 million increase in services provided by third-parties primarily related to evaluation of government funding opportunities, investor relations, and legal services, and a $0.3 million increase in office expenses primarily related to operating leases, maintenance items for the administration and warehouse buildings at Kellyton, subscriptions, and training of employees in advance of operations. The remaining increase was largely attributable to working capital timing differences, primarily related to company-wide short-term incentive payments of $0.3 million, as prior year bonus payments were deferred over the second and third quarter in 2025, and payments associated with certain insurance programs of $0.2 million.
Net cash used in operating activities of $4.0 million for the three months ended March 31, 2026, represents an increase of $1.7 million compared to the same period in 2025. The increase was primarily due to the timing of company-wide short-term incentive payments of $0.9 million. In an effort to manage cash flow, prior year bonus payments were deferred over the second and third quarters of 2025. The increase in cash used was also driven by the timing of payments for certain insurance programs of $0.5 million, and $0.4 million related to permitting activities at the Coosa Graphite Deposit and government relations. These increases were slightly offset by other miscellaneous changes in other working capital.
Net cash used in investing activities for the threesix months ended MarchJune 31,30, 2026, was $1.6$2.3 million, a decrease of $1.4$2.5 million as compared to the same period in 2025. For both periods, the investing activity represents construction capital expenditures as the Company continues a managed approach to construction activity while seeking financing to fund the remaining construction of Phase I of the Kellyton Graphite Plant. The cash used in investing for the prior year comparable period was slightly offset by cash received from sales of assets. See Note 3 Property, Plant and Equipment for further details.
Net cash used in financing activities for the threesix months ended MarchJune 31,30, 2026, was $1.5 million, compared to net cash provided by financing activities of $4.2$11.9 million for the same period in 2025. The increase in net cash used was primarily attributable to $2.4 million higher withholding taxes related to net share settlements of equity awards that vested in the first quarter of 2026, and $3.4$6.4 million lower net proceeds from the sale of shares of Common Stock under the ATM Sales Agreement and the 2024 Lincoln Park PA during the threesix months ended MarchJune 31,30, 2026,2026 compared to the same period in 2025, $4.8 million of net cash proceeds received for the Series A-1 Convertible Notes issued in the second quarter of 2025, and $2.4 million higher withholding taxes related to net share settlements of equity awards that vested in the first quarter of 2026 compared to the same period in 2025.
During the threesix months ended MarchJune 31,30, 2026, and through the date that these Interim Financial Statements were issued, the Company continued construction activities related to the Kellyton Graphite Plant. However,We theare progressing construction activities have been significantly reduced from anticipated levels until additional funding is secured to advance Phase I ofat the Kellyton Graphite Plant.Plant at a measured level as we continue to secure additional funding to complete the project. The Company’s construction-related contracts include termination provisions at the Company’s election that do not obligate the Company to make payments beyond what is incurred by the third-party service provider, including purchases of long lead equipment, through the date of such termination.
On MarchJune 31,30, 2026, the Company’s cash balance was $41.5approximately $38.2 million. During the threesix months ended MarchJune 31,30, 2026, the Company sold 1.0 million shares of Common Stock for net proceeds of $1.2 million pursuant to the ATM Sales Agreement. As of MarchJune 31,30, 2026, the Company had approximately $70.6 million remaining available for future sales under the ATM Sales Agreement and approximately $26.2 million remaining available for future sales under the 2024 Lincoln Park PA, subject to certain limitations contained within the Convertible Notes.PA. See Note 7, Stockholders’ Equity to the Interim Financial Statements for further details regarding the Company’s equity financing agreements.
While the Company has advanced its business plan and has been successful in the past raising funds through equity and debt financings, as well as through the sale of non-core assets, no assurance can be given that additional financing will be available in amounts sufficient to meet its needs, or on terms acceptable to the Company. Recent volatility in the equity and debt capital markets, higher interest rates, inflation, electric vehicle production and adoption rates, uncertain economic conditions and regulatory policy and enforcement, tariff policy and import/export restrictions, and unstable geopolitical conditions, could significantly impact the Company’s ability to access the necessary funding to advance its business plan. The Company’s ability to raise additional funds under the ATM Sales Agreement and the 2024 Lincoln Park PA may be limited by the Company’s market capitalization, share price and trading volume.volume and the extension or replacement of the 2024 Lincoln Park PA, which expires in October 2026.
WWR insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 4 filings (2 insiders, 5 trade dates, 198,000 shares, about $126.2K; 4 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -198,000 (purchases minus sales); net value about -$126.2K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-10 | Pagliara Tracy D |
Open-market sale |
48,000 | $0.65 | $31.2K |
| 2026-08-07 | Pagliara Tracy D |
Open-market sale |
50,000 | $0.57 | $28.5K |
| 2026-08-07 | Anderson Karli S. |
Open-market sale |
50,000 | $0.76 | $38.0K |
| 2026-06-01 | Pagliara Tracy D |
Open-market sale |
26,237 | $0.57 | $15.0K |
| 2026-05-29 | Pagliara Tracy D |
Open-market sale |
4,244 | $0.57 | $2.4K |
| 2026-05-28 | Pagliara Tracy D |
Open-market sale |
19,519 | $0.57 | $11.1K |
| 2026-05-22 | Peacock Deborah A |
Grant/award | 200,000 | — | — |
| 2026-05-22 | Bakker Frank |
Grant/award | 613,700 | — | — |
| 2026-05-22 | Lawrence John W |
Grant/award | 341,433 | — | — |
| 2026-05-22 | Cates Steven M. |
Grant/award | 446,500 | — | — |
| 2026-05-22 | Anderson Karli S. |
Grant/award | 200,000 | — | — |
| 2026-05-22 | Pagliara Tracy D |
Grant/award | 200,000 | — | — |
| 2026-05-22 | Cryan Terence James |
Grant/award | 613,700 | — | — |
Well-known investors holding WWR (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Renaissance Technologies | 2026-06-30 | 1,608,790 | $812.4K | 0.0% | Reduced 5% |
| Two Sigma Investments | 2026-06-30 | 794,846 | $401.4K | 0.0% | Reduced 26% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 402,031 | $203.0K | 0.0% | Added 1348% |