LIGHTBRIDGE Corp (LTBR)

CIK: 0001084554. SIC: 2810 Industrial Inorganic Chemicals. Latest 10-K as of: 2026-02-26.

SIC breadcrumb: Manufacturing > Chemicals And Allied Products > SIC 2810 Industrial Inorganic Chemicals

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1084554. Latest filing source: 0001477932-26-001076.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-26. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001084554.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-30. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001084554.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001477932-26-002678.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-04-30. Report date: 2026-03-31.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understand Lightbridge Corporation, our operations, and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with, our unaudited condensed consolidated financial statements and the accompanying notes thereto contained in Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as those included in our Annual Report on Form 10-K for the year ended December 31, 2025.

As discussed in more detail under “Forward-Looking Statements” preceding this MD&A, the following discussion contains forward-looking statements that are based on our management’s current expectations, estimates, and projections, which are subject to a number of risks and uncertainties. Our actual results may differ materially from those discussed in these forward-looking statements because of the risks and uncertainties inherent in future events, including those set forth under “Forward-Looking Statements” and Part II, Item 1A. Risk Factors included herein.

Overview of Our Business and Recent Developments Regarding Lightbridge Fuel™

When used in this Quarterly Report on Form 10-Q, the terms “Lightbridge,” the “Company,” “we,” “our,” and “us” refer to Lightbridge Corporation together with its wholly-owned subsidiary, Thorium Power Inc.

Our Business

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

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

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Recent Developments Regarding Lightbridge Fuel™ 

Idaho National Laboratory Agreements

In 2022, we entered into agreements with Batelle Energy Alliance, LLC (BEA), the U.S. Department of Energy’s (DOE) operating contractor for Idaho National Laboratory (INL), to support the development of Lightbridge Fuel™. The framework agreements consist of an “umbrella” Strategic Partnership Project Agreement (SPPA) and an “umbrella” Cooperative Research and Development Agreement (CRADA), each with BEA. The initial phase of work aims to generate irradiation performance data for Lightbridge’s delta-phase uranium-zirconium alloy relating to various thermophysical properties. The data will support fuel performance modeling and regulatory licensing efforts for commercial deployment of Lightbridge Fuel™. We use a rolling wave planning approach for project management purposes on the released scopes of work. It is an iterative planning technique in which the work to be accomplished in the near term is planned in detail, while work further in the future is planned at a higher level. As such, periodic revisions to the scope and/or cost estimates are anticipated.

Updates to the SPPA and CRADA

In March 2026, we entered into Modification No. 4 to CRADA Project Task Statement (PTS) No. 1 with BEA to extend the performance period end date through September 2032 and increase advanced funding by $0.3 million, with no increase to the total estimated reimbursable cost.

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

Total Cumulative Estimated Costs

As of March 31, 2026, the Company expects to pay an aggregate $19.5 million to BEA under the CRADA and the SPPA on a cost reimbursable basis over the performance periods. As of March 31, 2026, $6.0 million has been cumulatively expensed and the aggregate funding commitment remaining under these agreements is $13.5 million. In April 2026, the Company entered into SPPA PTS No. 6 with BEA, with an estimated total cost of approximately $4.6 million. These obligations are generally cancellable with 30-60 days’ notice and, therefore, are not considered firm commitments, and are not expensed until incurred.

Development of a Lightbridge Expandable Fuel Facility

The Company is evaluating a potential site location and working on a conceptual design for a Lightbridge Expandable Fuel Facility (LEFF) to support the possible future fabrication of Lightbridge Fuel™ for use in commercial reactors. The construction of such a facility might commence as early as late 2027, subject to various factors, including those described below. This initiative would represent a significant potential expansion of the Company’s operations beyond its current R&D activities. While the scope, timing, and cost of constructing such a facility cannot be reasonably estimated at this time, the Company expects that the capital required to design, license, and construct the LEFF would be substantial. The timing, amount, and sources of any related financing activities will depend on a number of factors, including the progress of the Company’s development programs, regulatory considerations, market conditions, and the availability of strategic partnerships or other funding sources. There can be no assurance that the Company will be able to obtain such financing on acceptable terms, or at all, nor can there be any assurance that the Company will pursue the construction of the fabrication facility.

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Memorandum of Understanding with Oklo, Inc.

In January 2025, we entered into a Memorandum of Understanding (MOU) with Oklo, Inc. (Oklo), a developer of advanced micro-reactors designed to provide clean, reliable, and affordable energy. The MOU contemplates potential areas of collaboration, including: (i) a preliminary evaluation of the feasibility of co-locating a Lightbridge commercial-scale fuel fabrication facility with Oklo’s proposed commercial fuel fabrication facility; (ii) exploring opportunities for collaboration on the reprocessing and recycling of spent uranium-zirconium fuel; and (iii) evaluating other potential areas of mutual interest. In April 2026, the term of the MOU was extended through December 31, 2026.

During our preliminary evaluation of co-location at Oklo’s proposed Idaho Falls site, we identified regulatory considerations associated with the application of different licensing frameworks, including oversight by the DOE for Oklo’s proposed activities and the U.S. Nuclear Regulatory Commission for our commercial fuel fabrication facility. Based on these considerations, co-location at this site with Oklo under separate licensing frameworks is not currently being pursued. We are currently evaluating potential sites for a standalone Lightbridge fuel fabrication facility.

We also continue to contemplate co-locating a Lightbridge fuel fabrication facility with an Oklo facility at a site where a coordinated licensing approach may be implemented, and we continue to assess the potential collaboration opportunities with Oklo in areas such as recycling and reprocessing of spent uranium-zirconium fuel; however, no definitive agreements have been reached, and there can be no assurance that any such collaboration will be realized.

Master Services Agreement with Amentum Technology Inc.

In December 2025, the Company entered into a Master Services Agreement (MSA) with Amentum Technology Inc. (Amentum) relating to the performance of activities by Amentum in support of the co-location feasibility study under the MOU with Oklo described above, as well as other activities as the Company and Amentum may agree from time to time. The Company is in the process of finalizing a new task order with Amentum to conduct a site selection study and perform a conceptual design for a standalone LEFF in 2026.

Commercialization Outlook and Key Drivers of Timing

The long-term milestones towards development and commercialization of nuclear fuel assemblies include, among other things, irradiating nuclear material samples and prototype fuel rods with enriched uranium in test reactors, conducting post-irradiation examination of irradiated material samples and/or prototype fuel rods, performing thermal-hydraulic experiments, performing seismic and other out-of-reactor experiments, performing advanced computer modeling and simulations to support fuel qualification, designing a lead test assembly, entering into one or more lead test rod/assembly agreements with host reactors, demonstrating the production process of our fuel including lead test rods and/or lead test assemblies at a planned LEFF and demonstrating the operation of lead test rods and/or lead test assemblies in commercial reactors.

There are inherent uncertainties in the cost and outcomes of the ma

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-02-26. Report date: 2025-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

As discussed in more detail under “Forward-Looking Statements” preceding this MD&A, the following discussion contains forward-looking statements that are based on our management’s current expectations, estimates, and projections, which are subject to a number of risks and uncertainties. Our actual results may differ materially from those discussed in these forward-looking statements because of the risks and uncertainties inherent in future events, including those set forth under “Forward-Looking Statements” and Part I. Item 1A. Risk Factors.

Overview of Our Business and Recent Developments of Lightbridge Fuel™

Our Business

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

We believe our metallic fuel can be used in different types of water-cooled commercial power reactors, such as PWRs, BWRs, VVERs, CANDUs, water-cooled SMRs, and water-cooled research reactors. We have obtained patent validation in key countries that we believe would have a commercial market for our fuel and will continue to seek patent validation in countries that either currently operate or are expected to build and operate a large number of nuclear power reactors compatible with our fuel technology.

Recent Developments of Lightbridge Fuel™ 

Memorandum of Understanding with Oklo, Inc.

In January 2025, we signed a MOU with Oklo to: (1) conduct a preliminary evaluation of feasibility of co-locating a Lightbridge Commercial-scale Fuel Fabrication Facility at Oklo’s proposed commercial fuel fabrication facility; (2) explore opportunities for collaboration on reprocessing and recycling of spent uranium zirconium fuel; and (3) explore any other areas of collaboration that may be of mutual interest. We believe there may be some potential synergies in co-locating our expandable fuel facility at Oklo’s proposed site. We also believe that recycling and reprocessing spent uranium-zirconium fuel may represent another area of potential synergies.

Master Services Agreement with Amentum Technology Inc.

In December 2025, the Company entered into a MSA with Amentum relating to the performance of activities by Amentum in support of the co-location feasibility study under the MOU with Oklo, as well as other activities as the Company and Amentum may agree from time to time. In January 2026, we entered into a statement of work under our MSA with Amentum pursuant to which we expect to incur approximately $0.4 million in costs during 2026 related to the Oklo co-location feasibility study.

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Memorandum of Understanding and Collaborative Agreement for Cladding Alloy Compositions

In November 2025, Lightbridge entered into an MOU and a separate Collaboration Agreement with a U.S. manufacturer specializing in advanced specialty metals to support the research and development of cladding alloy compositions for potential use as cladding materials for Lightbridge Fuel™. Under the MOU, the parties agreed to pursue a phased technical evaluation program beginning with alloy development, melting, processing, and characterization activities (Phase 1). The Collaboration Agreement governs the conduct of Phase 1 research and provides a framework for developing future project plans. Lightbridge expects to incur approximately $0.3 million in Phase 1 costs in 2026, which will be expensed as incurred and included in research and development expenses.

Idaho National Laboratory Agreements

As noted under Part I. Item 1. Business, we entered into agreements with BEA to support the development of Lightbridge Fuel™. The framework agreements consist of an “umbrella” SPPA and an “umbrella” CRADA, each with BEA.

During 2025, previous task statements under both the SPPA and CRADA were modified to increase potential amounts payable to BEA. The duration of the umbrella SPPA was also extended from 7 to 12 years, and the performance period of the umbrella CRADA was extended from September 27, 2029 to September 27, 2032. In the fourth quarter of 2025, the Company and BEA entered into several new project task statements under the SPPA for BEA to provide technical consultation on drafting a fuel qualification plan, post-irradiation examination of fuel specimens, and code development for safety analysis and fuel performance modeling.

After accounting for all modifications and new project task statements, cash payments from the Company to BEA under both CRADA and SPPA are estimated at approximately $19.5 million on a cost reimbursable basis over the performance periods. During 2025, we expensed $2.9 million of costs reimbursable to BEA, resulting in cumulative expenses of $5.4 million recorded to date and $14.1 million remaining in future cost reimbursements, if and when incurred by BEA.

The successful execution of this project is subject to risks, including potential delays, cost overruns, regulatory challenges, and changes in funding availability, and if the project scope does increase, then the project will be successfully executed or completed. Regardless of whether further project modifications occur, INL has indicated to the Company that due to resource and manufacturing equipment constraints, INL may not be able to meet the Company’s preferred project timeline, and that the total project cost will exceed the current budget.

Purchase of High-Performance Computer for Fuel Modeling

During the fourth quarter of 2025, the Company completed the purchase of a HPC. The HPC is specifically configured for advanced nuclear modeling and requires specialized software and environmental conditions and provides a significant expansion of computational capability necessary for us to continue developing and simulating the viability of our nuclear fuel technology. To support the HPC, the Company also entered into agreements with additional vendors to provide co-location services, hardware/software management services, and additional nuclear simulation software. Costs for the HPC and related services and software are expensed as incurred and included in research and development expenses. Such items totaled approximately $2.0 million for the year ended December 31, 2025.

Software Code Development Agreements

In October 2025, we entered into an Agreement for Safety Analysis Codes and Services for Lightbridge Fuel Designs with NAS, a provider of nuclear engineering analysis software. Under the agreement, NAS will perform code-development, benchmarking, and modeling services to support the creation of Lightbridge’s proprietary fuel-safety analysis methods and the adaptation of industry-standard computer codes for the Lightbridge Fuel™ helical-cruciform metallic U-Zr design. The estimated completion window is between October 2026 through January 2027. The total contract value is approximately $0.8 million, with milestone-based payments. The resulting software and analysis models will be owned by Lightbridge and are expected to strengthen Lightbridge’s internal capability to perform reactor safety analyses in support of future regulatory submissions and commercial fuel demonstrations.

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In December 2025, we also entered into an agreement with Studsvik Scandpower, a provider of nuclear fuel management software, to develop a transport methodology based on their existing software that will model the Lightbridge Fuel™ concept variant. We would need to separately purchase a license to this updated software after it has been developed to meet Lightbridge’s specifications. The total contract value for development of the code is approximately $0.3 million, payable upon the completion of work, expected in mid-2026.

Costs for software code development are expensed as incurred and included in research and development expenses. However, work on these arrangements is in the preliminary stages or has not yet begun, and no expenses were incurred during the year ended December 31, 2025.

Critical Heat Flux Test Program

In February 2026, we entered into an initial engineering contract and statement of work with an organization providing specialized experimental services to assess the thermal and hydraulic (TH) performance of Lightbridge Fuel™ for use in water-cooled reactors. The experimental program will be carried out in phases and include: the design and fabrication of an electrically heated fuel simulator and its acceptance testing, nine-rod PWR critical heat flux tests, with an option for the Company to also choose to conduct nine-rod BWR critical power tests, a full scale TH test program to support the U.S. licensing of Lightbridge Fuel™ in commercial PWRs, and an option for the Company to also choose to conduct a full scale TH thermal test program to support the U.S. licensing of Lightbridge Fuel™ in commercial BWRs. Phase 1 work includes prototype fuel simulator design, fabrication, and acceptance testing and is estimated to take one year to complete and cost approximately $0.5 million.

Romania Feasibility Study of Lightbridge Fuel™ for use in CANDU reactors 

As noted under Part I. Item 1. Business, we engaged RATEN ICN in Romania to perform an engineering study to assess the compatibility and suitability of Lightbridge Fuel™ for use in CANDU reactors. The findings from this engineering study will play an important role in guiding future economic evaluations and navigating potential regulatory licensing-related issues for potential use of Lightbridge Fuel™ in CANDU reactors. In August 2025, we entered into the 2025 RATEN ICN Agreement to evaluate conducting irradiation test(s) for several Lightbridge Fuel™ rodlets. The 2025 RATEN ICN Agreement provides for two phases: in Phase 1, RATEN ICN was to conduct scoping studies to develop preliminary experiment designs, evaluate infrastructure and equipment needs, and obtain cost and schedule estimates for potential new driver fuel, and in Phase 2, if the results of Phase 1 were acceptable to Lightbridge, RATEN ICN would implement refurbishments, procure equipment and driver fuel as needed, finalize experiment design, fabricate and operate the test assembly, and complete post-irradiation examination. Lightbridge would be responsible for supplying experimental fuel rodlets for use in the irradiation tests. The Phase 1 work was completed as of December 31, 2025. The Company is currently evaluating the results of the Phase 1 work. No decision has been made about the Phase 2 scope as of the date hereof.

Commercialization Outlook and Key Drivers of Timing

The long-term milestones towards development and commercialization of nuclear fuel assemblies include, among other things, irradiating nuclear material samples and prototype fuel rods with enriched uranium in test reactors, conducting post-irradiation examination of irradiated material samples and/or prototype fuel rods, performing thermal-hydraulic experiments, performing seismic and other out-of-reactor experiments, performing advanced computer modeling and simulations to support fuel qualification, designing an LTA, entering into a lead test rod/assembly agreement(s) with a host reactor(s), demonstrating the production process of our fuel including lead test rods and/or lead test assemblies at a planned LEFF and demonstrating the operation of lead test rods and/or lead test assemblies in commercial reactors.

There are inherent uncertainties in the cost and outcomes of the many steps needed for successful deployment of our fuel in commercial nuclear reactors, which makes it difficult to accurately predict the timing of the commercialization of our nuclear fuel technology. Our ultimate commercial model remains under evaluation and may evolve as our fuel development progresses, regulatory pathways are clarified, and commercial partnerships are established. However, based on our best estimate and assuming adequate R&D funding levels, we expect to begin demonstration of lead test rods and/or possibly LTAs with our metallic fuel in commercial reactors in the mid-2030s and begin receiving purchase orders for initial fuel reload batches from utilities 15 years from now, with deployment of our nuclear fuel in the first reload batch in a commercial reactor taking place approximately two years thereafter. See Part I. Item 1A. Risk Factors—”Risks Related to Our Business and to the Commercialization of Lightbridge Fuel™” of this Annual Report on Form 10-K.

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We are exploring ways of shortening this timeframe that may include securing access to expanded irradiation test loop capacity in existing or new research reactor facilities and engaging early with nuclear regulators to inform them of our future R&D and licensing activities. There can be no assurance that our efforts will result in an accelerated commercialization timeline.

Known Long-Term Industry Constraints and Uncertainties

While our current research and development activities are not dependent on the commercial availability of HALEU in metallic form, the future commercialization of Lightbridge Fuel™ will require the establishment of a commercial-scale supply and fabrication capabilities. These matters and others are discussed further under Part I. Item 1A. Risk Factors—”Risks Related to Our Business and to the Commercialization of Lightbridge Fuel™—Dependence on the Future Availability of Cost-Competitive Metallic HALEU and Commercial-Scale Fuel Fabrication Infrastructure” of this Annual Report on Form 10-K.

Operations Review

Consolidated Results of Operations

The following table presents our operating results and the change in amounts for the years indicated (rounded to millions):

Year Ended

Increase

Increase

December 31,

(Decrease)

(Decrease)

2025

2024

Change $

Change %

Operating Expenses

General and administrative

$

14.0

$

8.5

$

5.5

65

%

Research and development

9.2

4.6

4.6

100

%

Total Operating Expenses

23.2

13.1

10.1

77

%

Operating Loss

(23.2

)

(13.1

)

10.1

77

%

Interest Income

3.6

1.3

2.3

177

%

Net loss before Income Taxes

(19.6

)

(11.8

)

7.8

66

%

Income tax expense

-

-

-

-

Net Loss

$

(19.6

)

$

(11.8

)

$

7.8

66

%

Operating Expenses

General and Administrative

General and administrative expenses consist primarily of compensation and related costs for finance personnel, including stock-based compensation, and fees for professional and consulting services. Professional services are principally comprised of legal, audit, strategic advisory services, and outsourced services such as human resources and information technology.

General and administrative expenses increased by $5.5 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The increase was primarily due to a:

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·

$2.4 million increase in stock-based compensation for employees, contractors, and directors, reflecting several new stock-based awards granted during the year, including new performance stock awards as described in Note 8. Stock-Based Compensation, to the Consolidated Financial Statements;

·

$2.1 million increase in professional and consulting services as we grow the business, including legal services, strategic planning, studies related to the LEFF and environmental impacts of our fuel, and lobbying efforts, including $0.2 million increase in stock-based compensation for these services;

·

$0.6 million increase in employee compensation, particularly bonuses and payroll taxes; and

·

$0.4 million increase in other administrative expenses, including sponsorship fees, IT expenses, recruiting fees, and dues and subscriptions.

Total stock-based compensation included in general and administrative expenses was $4.4 million and $1.8 million for the years ended December 31, 2025 and 2024, respectively.

Research and Development

R&D expenses consist primarily of costs associated with our CRADA and SPPA agreements with BEA, IT expenses, employee compensation and related fringe benefits, including stock-based compensation, and other research and development costs for the development of our Lightbridge Fuel™.

The following table presents the total R&D expenses for the year ended December 31, 2025 and 2024 (rounded to millions):

Year Ended

December 31,

2025

2024

INL Project

$

2.9

$

1.7

IT expenses

2.0

0.1

Allocated employee compensation and stock-based compensation

3.6

1.8

Other outside R&D expenses

0.7

1.0

Total

$

9.2

$

4.6

R&D expenses increased by $4.6 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The increase was primarily due to a:

·

$1.2 million increase in INL project labor costs, as we entered into additional agreement modifications and new PTSs;

·

$1.9 million increase in IT expenses, which included a $0.8 million increase in computer hardware related to the purchasing of HPC and a $1.1 million increase in related software to support advanced nuclear modeling and simulation of our fuel;

·

$1.8 million increase in allocated employee compensation and stock-based compensation, reflecting an increase in new hires, increased employee bonuses; and several new stock-based awards granted during the year, including new performance stock awards as described in Note 8. Stock-Based Compensation, to the Consolidated Financial Statements; and

·

$0.3 million decrease in other outside R&D expenses resulting from a $0.5 million decrease from the completion of the Centrus Energy Feed Study in 2024 (evaluating deployment of a Lightbridge pilot fuel fabrication facility) and completion of Phase 1 of the Romania Feasibility Study with RATEN ICN in 2025, partially offset by $0.2 million increase in project management consulting fees.

Total stock-based compensation included in research and development expenses was $1.4 million and $0.3 million for the years ended December 31, 2025 and 2024, respectively.

For the years ended December 31, 2025 and 2024, external R&D services accounted for approximately 32% and 49% of total R&D expense. We expect to significantly increase our R&D spend in the near future as we focus on fuel fabrication development, irradiation testing programs, and our collaboration with the DOE at INL. We also expect to hire additional engineers to support these efforts and to further develop our software modeling and simulation capabilities for Lightbridge Fuel™.

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Due to the nature of our R&D expenditures, future costs and schedule estimates are inherently uncertain and can vary significantly as new information and the outcome of these R&D activities become available. Our future business operations are dependent on budgetary constraints due primarily to market conditions and the uncertainty of future liquidity and capital resources available to us to conduct our future R&D activities.

Interest Income

There was an increase in interest income of $2.3 million due to higher cash balances over the past year, which resulted in an increase in interest income earned from the purchase of treasury bills and from our bank savings account for the year ended December 31, 2025, as compared to the year ended December 31, 2024.

Provision for Income Taxes

We incurred a pre-tax net loss for both 2025 and 2024. We reviewed all sources of income for the purpose of recognizing the deferred tax assets and concluded a full valuation allowance for 2025 and 2024 was necessary. Therefore, we did not have a provision for income taxes for both years ended December 31, 2025 and 2024. Prior period ownership changes, coupled with the Company’s projections of no taxable income for the foreseeable future, will substantially limit any future benefit to be derived from our NOLs.

See Note 6. Income Taxes, to our Consolidated Financial Statements included in Part II. Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K for information regarding our income taxes and the limitations on the utilization and amount of our net operating loss carryforwards.

Liquidity, Capital Resources and Financial Position

Overview – Funding Requirements

We assess our liquidity based on our ability to fund the cash requirements of our R&D activities, G&A expenses, contractual obligations, and other operating needs. Based on our current level of operating expenses and our available cash resources, we believe we have sufficient liquidity to fund our operations and meet our anticipated cash requirements for at least the next 12 months from the date of this filing. Our longer-term liquidity will depend on our ability to obtain additional financing, as our existing capital resources are not expected to be sufficient to fund our operations, research and development activities, and commercialization efforts beyond the next several years.

Short-Term Liquidity and Capital Resources

At December 31, 2025, we had cash and cash equivalents of $201.9 million, as compared to $40.0 million at December 31, 2024, an increase of $161.9 million. We raised net proceeds of $176.0 million from the sale of approximately 12.6 million shares of common stock during the year ended December 31, 2025. Our net cash used in operating activities for the year ended December 31, 2025, was $14.3 million.

We believe that our existing cash and cash equivalents of $201.9 million as of December 31, 2025, together with any additional sources such as cash flows from potential financing and proceeds from our at-the-market (ATM) equity offering program will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months from the date of this filing. However, due to the uncertainties inherent in our research and development programs and the broader industry environment, we are unable to reliably estimate our total cash requirements over the full R&D development period or beyond the next 12 months. We expect our expenditures to increase over time as we advance the development and potential commercialization of our Lightbridge Fuel™. We do not anticipate any material incoming cash flows from operations in the near term, and we expect to continue funding our business primarily through our ATM or other equity offerings.

Long-Term Liquidity and Capital Requirements

We expect that significant additional capital will be required over multiple years to advance Lightbridge Fuel™ through development and toward commercial deployment. The amount and timing of future funding needs will depend on technical progress, regulatory requirements, facility design decisions, partnering arrangements, and the availability of government support. At this stage, we cannot reliably estimate the total funding required to reach commercial deployment. We currently intend to fund these activities through a mix of equity financing, strategic partnerships, and potential government grants or awards. 

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The actual amount and timing of future capital requirements will depend on several factors, including:

·

The scope, timing, and cost of R&D activities conducted at DOE national laboratories.

·

The design and execution of future fuel development programs.

·

The timing and structure of potential strategic partnerships and collaborations.

There is inherent uncertainty in forecasting future expenditures, and actual costs may vary materially from current estimates.

Sources of Liquidity

ATM Equity Offering Program

Our current primary source of liquidity is potential proceeds from our ATM equity offerings.

On May 23, 2025, the Company filed a shelf registration statement on Form S-3 (File No. 333-287563), which was declared effective on June 4, 2025. On June 5, 2025, the Company entered into an Open Market Sale Agreement with Jefferies (the Jefferies ATM Agreement) to offer and sell the Company’s common stock from time to time in one or more ATM offerings, and also filed a prospectus supplement to the base prospectus forming a part of the Company’s shelf registration statement registering $75.0 million of common stock for sale under the Jefferies ATM Agreement. On September 26, 2025, we filed a prospectus supplement pursuant to which we may issue and sell from time to time up to an additional $75.0 million of common stock under the Jefferies ATM Agreement.

On November 28, 2025, we filed an automatic shelf registration statement on Form S-3 ASR (File No. 333-291837), which included a new prospectus supplement (the November 2025 Prospectus Supplement) pursuant to which we may issue and sell from time to time an additional $150.0 million of our shares of common stock under the Jefferies ATM Agreement.

During 2025, we sold approximately $144.4 million under the Jefferies ATM Agreement, receiving net proceeds (less sales commissions and expenses) of $139.6 million. As of December 31, 2025, approximately $142.1 million of our common stock remained available for issuance and sale pursuant to the November 2025 Prospectus Supplement.

Liquidity Outlook and Risks

Although we expect our ATM offerings to remain our primary source of working capital in 2026, there are inherent uncertainties associated with our ability to continue raising capital through an ATM program. These uncertainties include potential declines in our stock price, fluctuations in our stock trading volume, adverse overall stock market conditions, or regulatory changes that could limit our access to capital under the current ATM arrangement. In addition, the issuance of additional shares through the ATM program may result in significant dilution to existing stockholders, and the potential for such dilution could negatively impact the market price of our common stock. There can be no assurance that ATM financing will remain available to us on acceptable terms, or at all, when needed until the commercialization of our fuel.

See Note 7. Stockholders’ Equity, to our Consolidated Financial Statements included in Part II. Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K for information regarding our prior equity financings.

We currently have no debt or lines of credit and have historically funded our operations through the sale of common stock. Although management believes additional public or private equity investments may be available in the future, adverse market conditions, unfavorable stock price movements, or reduced trading volumes could substantially impair our ability to raise capital when needed.

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Contractual and Other Obligations

Other than ongoing personnel-related expenditures and vendor payments, we have limited contractual obligations. As noted under Part I. Item 1. Business, we have entered into initial project task statements with BEA, the operating contractor of INL, in collaboration with the DOE, which statements set forth the initial scopes of work and funding commitments under the SPPA and CRADA umbrella agreements. Performance of work under these agreements may be terminated at any time by either party, without any liability, after the effective date of termination, upon thirty days’ written notice under the SPPA and sixty days’ written notice under the CRADA. In the event of termination, the Company shall be responsible for BEA’s costs (including the closeout costs), through the effective date of termination, but in no event shall the Company’s cost responsibility exceed the total estimated cost stated in each project task statement and any subsequent modification to the project task statement. As of December 31, 2025, the total remaining costs reimbursable from the Company to BEA, if and when incurred, would not exceed $14.2 million.

Cash Flow

The following table provides detailed information about our net cash flows for the years ended December 31, 2025 and 2024 (rounded to millions):

Year Ended

December 31,

2025

2024

Net Cash Used in Operating Activities

$

(14.3

)

$

(9.5

)

Net Cash Used in Investing Activities

-

-

Net Cash Provided by Financing Activities

176.2

20.9

Net Increase in Cash and Cash Equivalents

$

161.9

$

11.4

Operating Activities

Cash used in operating activities increased by $4.8 million in 2025 as compared to 2024. This increase was primarily due to increased cash expenditures on R&D and general and administrative expenses, partially offset by higher interest income, reflecting increased average cash balances following equity financings and higher short-term interest rates during the period. The changes in working capital in 2025, which included an increase in prepaid expenses and other assets of $0.9 million, were partially offset by an increase in accounts payable and accrued liabilities of $0.4 million.

Investing Activities

Net cash used in our investing activities was insignificant for the years ended December 31, 2025 and 2024.

Financing Activities

Cash provided by financing activities increased by $155.3 million in 2025 as compared to 2024. This increase was due to a:

·

$154.5 million increase in net proceeds received from the issuance of common stock under our ATM programs; and

·

$2.3 million increase in net proceeds from the exercise of stock options;

·

partially offset by a $1.5 million increase in the payment of withholding taxes related to the net share settlement of equity awards.

Net cash provided by our ATM facility was $176.0 million from the sale of approximately 12.6 million common shares and $21.4 million from the sale of approximately 4.5 million common shares for the years 2025 and 2024, respectively.

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See Note 12. Subsequent Events, to our Consolidated Financial Statements included in Part II. Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K for information regarding cash provided by our ATM facility after December 31, 2025.

Critical Accounting Estimates

The preparation of our Consolidated Financial Statements, in conformity with accounting principles generally accepted in the United States of America, requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates and assumptions.

Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Our significant accounting policies are more fully described in Note 1. Basis of Presentation, Summary of Significant Accounting Policies, and Nature of Operations, to the Consolidated Financial Statements included in Part II. Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

Critical accounting estimates involve a significant level of estimation uncertainty and are estimates that have had or are reasonably likely to have a material impact on our financial condition or results of operations. As discussed in Note 8. Stock-Based Compensation, to our Consolidated Financial Statements, our Tranche-based PSAs will vest upon the achievement of certain operational and financial milestones, including the design and construction of an expandable fuel facility and securing a significant amount of fundraising before December 31, 2028. The total grant date fair value of these outstanding Tranche-based PSAs at December 31, 2025 was approximately $13.3 million. The likelihood of achieving any milestone may change from period to period as there are many uncertainties that could impact its probability, which could materially impact our operating results.

If our estimated probability of achieving the applicable milestones were to increase or decrease, the related stock-based compensation expense could increase or decrease materially in the period of change and in future periods. In particular, an increase in the estimated probability of a milestone achievement would accelerate and increase stock-compensation expense, while a decrease could result in reduced or reversed stock-based compensation expense for amounts previously recognized. Because these estimates are inherently uncertain, actual results may differ materially from our current probability assumptions. Due to the early-stage nature of these operational and financial milestones, management does not believe it is practicable to estimate the quantitative impact of the reasonably possible changes in these probability assumptions due to the number of variables involved.

Recent Accounting Standards and Pronouncements

Refer to Note 1. Basis of Presentation, Summary of Significant Accounting Policies, and Nature of Operations, to our Consolidated Financial Statements in Part II. Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K for a discussion of recent accounting standards and pronouncements.