Energy Fuels Inc. Reports Material Agreements and Financial Obligations

Ticker: UUUU · Form: 8-K · Filed: Oct 6, 2025 · CIK: 1385849

Sentiment: neutral

Topics: material-agreement, financial-obligation, equity-sale

TL;DR

Energy Fuels Inc. filed an 8-K detailing new material agreements, financial obligations, and equity sales as of Sept 30, 2025.

AI Summary

Energy Fuels Inc. filed an 8-K on October 6, 2025, reporting events as of September 30, 2025. The filing indicates the company entered into a material definitive agreement, created a direct financial obligation, and engaged in unregistered sales of equity securities. It also notes other events and financial statements/exhibits.

Why It Matters

This filing signals significant financial and contractual activities for Energy Fuels Inc., potentially impacting its operational and financial standing.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and new financial obligations, which can carry inherent risks for investors.

Key Players & Entities

FAQ

What type of material definitive agreement did Energy Fuels Inc. enter into?

The filing does not specify the exact nature of the material definitive agreement, only that one was entered into as of September 30, 2025.

What is the nature of the direct financial obligation or off-balance sheet arrangement?

The filing indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement, but does not provide specific details on its terms or amount.

What were the circumstances of the unregistered sales of equity securities?

The filing confirms unregistered sales of equity securities occurred, but does not provide details on the number of shares, price, or purchasers.

What are the 'Other Events' mentioned in the filing?

The filing lists 'Other Events' as a category but does not provide specific details about what these events entail.

What financial statements and exhibits are included with this 8-K filing?

The filing indicates that Financial Statements and Exhibits are included, but the specific content of these exhibits is not detailed in the provided text.

Filing Stats: 3,311 words · 13 min read · ~11 pages · Grade level 14.9 · Accepted 2025-10-06 16:12:04

Key Financial Figures

Filing Documents

01. Entry Into or Amendment of a Material Definitive Agreement

Item 1.01. Entry Into or Amendment of a Material Definitive Agreement. Purchase Agreement On September 30, 2025, Energy Fuels Inc. (the "Company") entered into a purchase agreement (the "Purchase Agreement") with Goldman Sachs & Co. LLC., as representative of the several initial purchasers listed therein (collectively, the "Purchasers"), relating to the issuance and sale of $600.0 million aggregate principal amount of its 0.75% Convertible Senior Notes due 2031 (the "notes"). The Company granted the Purchasers an option to purchase up to an additional $100.0 million aggregate principal amount of notes, which the Purchasers exercised in full on October 1, 2025. The closing occurred on October 3, 2025, and a total of $700.0 million aggregate principal amount of notes were issued. Net proceeds of the offering will be approximately $674.6 million, after deducting the Purchasers' discounts and commissions and estimated offering expenses payable by the Company. The Company expects to use the net proceeds from the offering of the notes to (i) pay the approximately $53.55 million cost of the capped call transactions entered into with certain of the Purchasers and other financial institutions (the "option counterparties") and (ii) to provide the Company with additional financial flexibility and enhanced options with respect to any or all of the following: (1) funding development expenditures, including project financing, required for the Company's planned Phase 2 rare earth separations circuit expansion at the White Mesa Mill; (2) funding development and earn-in expenditures, including project financing, required for the Company's Donald heavy mineral sands and rare earth project in Australia; and (3) general corporate needs, ongoing operational needs and working capital requirements. The Purchase Agreement contains customary representations, warranties and agreements of the Company and customary indemnification rights. The foregoing description of the Purchase Agreemen

03. Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement

Item 2.03. Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement. The information set forth under Item 1.01 under the heading "Indenture and Notes" of this Current Report on Form 8-K is incorporated herein by reference.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth under Item 1.01 under the heading "Indenture and Notes" of this Current Report on Form 8-K is incorporated herein by reference. The Company offered and sold the notes to the Purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The notes were resold by the Purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the Purchasers in the purchase agreement dated September 30, 2025, by and between the Company and the representative of the Purchasers. The notes and the common shares issuable upon conversion of the notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. To the extent that any common shares are issued upon conversion of the notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the notes and any resulting issuance of common shares. Initially, a maximum of 45,602,550 common shares may be issued upon conversion of the notes based on the initial maximum conversion rate of 65.1465 common shares per $1,000 principal amount of notes, which is subject to customary anti-dilution adjustment provisions. 4

01 Other Events

Item 8.01 Other Events. On October 1, 2025, the Company issued a press release announcing the pricing of the notes offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 4.1 Indenture, dated October 3, 2025, between Energy Fuels Inc. and U.S. Bank Trust Company, National Association 4.2 Form of 0.75% Convertible Senior Note due 2031 (included in Exhibit 4.1) 10.1 Purchase Agreement, dated September 30, between Energy Fuels Inc. and Goldman Sachs & Co. LLC. 10.2 Form of Capped Call Transaction Confirmation 99.1 Press release issued by Energy Fuels Inc. dated October 1, 2025 104 Cover page interactive data file (embedded within the inline XBRL document). 5

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ENERGY FUELS INC. (Registrant) Dated: October 6, 2025 By: /s/ David C. Frydenlund David C. Frydenlund Executive Vice President, Chief Legal Officer and Corporate Secretary 6

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