0001065059False00010650592025-08-072025-08-07
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): August 7, 2025
Centrus Energy Corp.
(Exact name of registrant as specified in its charter)
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| Delaware |
1-14287 |
52-2107911 |
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(Commission File Number) |
(I.R.S. Employer Identification No.) |
6901 Rockledge Drive, Suite 800
Bethesda, MD 20817
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (301) 564-3200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered |
| Class A Common Stock, par value $0.10 per share |
LEU |
NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 7, 2025, Kevin J. Harrill resigned as the Senior Vice President, Chief Financial Officer (“CFO”) and Treasurer of Centrus Energy Corp. (the “Company”) to pursue other opportunities, effective August 10, 2025. Mr. Harrill’s departure does not result from any disagreement with the Company on any matters relating to the Company's operations, policies, or practices.
In connection with Mr. Harrill’s resignation on August 7, 2025, the Board of Directors of the Company appointed Todd K. Tinelli, age 45, to succeed Mr. Harrill as Senior Vice President, Chief Financial Officer and Treasurer of the Company effective August 11, 2025. Mr. Harrill has agreed to continue his employment in an advisory role with the Company until August 29, 2025, in order to facilitate a smooth transition of duties to Mr. Tinelli. During this transition period, Mr. Harrill will continue to receive his current compensation. Prior to joining the Company, Mr. Tinelli served as CFO and Chief Operations Officer of Hartree Partners, LP and its wholly-owned subsidiary, Sprague Resources LP, beginning in January 2023 including responsibility for mergers and acquisitions, capitalized projects, corporate budgeting, banking syndicates and equity raises. From 2002-2023, Mr. Tinelli held a variety of financial roles of increasing responsibility within Sprague Resources LP, including, most recently, Treasurer and Managing Director of Finance, leading up to its merger with Hartree Partners, LP in 2022. Mr. Tinelli earned a Bachelor of Science degree in Finance, with a concentration in Accounting, from Sacred Heart University and a Master of Business Administration degree from Western Connecticut State University.
Mr. Tinelli’s annual base salary will be $425,000 and he will be eligible to receive relocation benefits in an amount not to exceed $125,000. Mr. Tinelli also will be eligible to participate in the annual cash bonus program under the Company’s 2025 Executive Incentive Plan (the “EIP”), a sub-plan under the Company’s 2014 Equity Incentive Plan, as amended (the “2014 Plan”), pursuant to which the Compensation, Nominating and Governance Committee of the Company’s Board of Directors (the “CN&G Committee”) approved, contingent upon his employment, a 2025 annual cash incentive award target equal to 80% of his base salary, prorated based on the first day of his employment, similar to the annual cash incentive awards received by other executive officers of the Company and subject to the terms and conditions of the EIP, the Company’s 2014 Plan and the applicable award agreement. For more information regarding the EIP, see the Company’s Definitive Proxy Statement for the 2025 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 25, 2025.
Additionally, the CN&G Committee granted Mr. Tinelli, contingent upon his employment, (i) an award of the Company’s Class A Common Stock valued at $100,000 and (ii) an award of restricted stock units valued at $300,000, vesting in three equal annual installments beginning on the first anniversary date of his employment, in each case contingent upon his employment.
Mr. Tinelli will also be eligible to participate in the Company’s benefit plans that are generally available to executive officers of the Company including the Company’s Executive Severance Plan. Mr. Tinelli’s continued employment with the Company is contingent on his obtaining within 18 months, and maintaining, a U.S. Department of Energy “Q” security clearance.
In connection with his employment, Mr. Tinelli and the Company will enter into the Company’s standard indemnification agreement and standard change in control agreement. The form of indemnification agreement was filed as Exhibit 10.77 to the Company’s annual report on Form 10-K for the year ended December 31, 2014, which was filed with the Securities and Exchange Commission on March 16, 2015. The form of change in control agreement was filed as Exhibit 10.3 to the Company’s current report on Form 8-K, which was filed with the Securities and Exchange Commission on January 16, 2013.
There is no arrangement or understanding with any person pursuant to which Mr. Tinelli is being appointed as Senior Vice President, Chief Financial Officer and Treasurer. There are no family relationships between Mr. Tinelli and any director or executive officer of the Company, and he is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure
On August 8, 2025, the Company issued a press release announcing the events described in Item 5.02 of this report. A copy of this press release is included as Exhibit 99.1 to this report.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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| Exhibit No. |
Description |
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| 99.1 |
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Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Centrus Energy Corp. |
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| Date: |
August 8, 2025 |
By: |
/s/ Amir V. Vexler |
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Amir V. Vexler |
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President and Chief Executive Officer |
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EX-99.1
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centrusannouncescfotrans.htm
EX-99.1
centrusannouncescfotrans
FOR IMMEDIATE RELEASE: August 8, 2025 Centrus Announces CFO Transition Todd Tinelli to join Centrus Energy as Chief Financial Officer Hire continues Centrus’ commitment to maintain a best-in-class leadership team BETHESDA, MD -- Centrus Energy Corp. (NYSE American: LEU) today announced the appointment of Todd Tinelli as Senior Vice President, Chief Financial Officer (CFO), and Treasurer, effective August 11. Mr. Tinelli replaces Kevin Harrill, who is resigning to pursue other opportunities after a successful four-year tenure as CFO and earlier as Chief Accounting Officer. To ensure a seamless transition, Mr. Harrill will remain with the company through August 29. Mr. Tinelli brings a wealth of knowledge and expertise to his new role at Centrus Energy with over 20 years of experience in the energy industry, including leadership and executive-level finance and strategic operational roles. He will be responsible for overseeing Centrus' financial operations, enterprise-wide optimization and capital allocation activities, and will play a significant leadership role in guiding the company's financial and business strategy to support the company’s long-term growth objectives while enhancing shareholder value. “I am pleased to welcome Todd to the Centrus team as his hiring underscores our commitment to maintaining a best-in-class leadership team that drives value for all of our stakeholders,” said Centrus President and CEO Amir Vexler. “He is a strategic, results-driven leader with whom I am excited to partner as we look to capitalize on Centrus’ vast growth potential. Todd brings a strong, proven track record of successful business leadership and strategic accomplishments across finance and operational roles, including scaling teams and deepening cross-functional collaboration while leading companies through growth phases. These attributes, coupled with his strong financial acumen and deep technical knowledge, make him ideally suited for the next stage in our journey as we pursue a potential major expansion of our uranium enrichment capacity in Ohio.” Mr. Vexler continued, “Kevin Harrill has been a great partner during a period of significant transformation whose leadership helped shape and position Centrus to both capitalize on upcoming opportunities and weather future headwinds. He was instrumental in guiding the company’s finances
through seismic industry shifts and global policy changes, including a global pandemic. His many accomplishments included accelerating the deployment timeline for manufacturing and production capabilities ahead of potential government awards; right-sizing the business strengthening our balance sheet by reducing and eliminating certain liabilities while increasing our cash reserves through various capital raises; and implementing internal controls and policies that led to efficiency- gains and cost-savings across our business. As Kevin transitions to his next challenge, we thank him for his critical contributions and are fortunate to have identified a strong and experienced Chief Financial Officer in Todd Tinelli.” “Centrus has made incredible progress over the last few years and now has the opportunity to do something truly historic: restore America’s ability to enrich uranium at a large scale,” said Mr. Tinelli. “I am excited and honored to be joining this growing company with a rich history and legacy as it continues its important mission for the global nuclear market and for this country.” “It’s been an honor to work alongside such talented professionals, and I couldn’t be more proud of what our Finance team has achieved in the last few years to put Centrus in a position of financial strength,” said Mr. Harrill. “I’m confident that the company is ready to take the next step toward large-scale production of enriched uranium and I look forward to working with the team through this transition.” About Todd Tinelli Todd Tinelli most recently served as Chief Financial Officer of Sprague Resources LP, a multinational subsidiary of Hartree Partners LP. Sprague is 152-year-old company and one of the largest independent distillate and natural gas marketing companies in the Northeast and Quebec. At Sprague, he was responsible for strategic formation and execution of all capital structures to provide the liquidity for a growing and acquisitive $4 billion-dollar trading and marketing company, and also oversaw all accounting and back-office support functions. During his 18-year tenure at Sprague, he progressed through senior positions of increasing responsibility, including Treasurer and Managing Director of Finance, Director FP&A and Business Development and other positions in accounting and finance. Prior to joining Sprague, Mr. Tinelli held Senior Operations positions at Sempra Energy Trading, a subsidiary of Sempra Energy Corporation, a publicly-traded entity. Previously, Mr. Tinelli held various credit positions at Premcor Refining, a publicly traded entity. Mr. Tinelli received his MBA from Western Connecticut University and his Bachelor’s degree in Finance and minor in Accounting from Sacred Heart University.
About Centrus Centrus Energy is a trusted American supplier of nuclear fuel and services for the nuclear power industry, helping meet the growing need for clean, affordable, carbon-free energy. Since 1998, the Company has provided its utility customers with more than 1,850 reactor years of fuel, which is equivalent to more than 7 billion tons of coal. With world-class technical and engineering capabilities, Centrus is pioneering production of High- Assay, Low-Enriched Uranium and is leading the effort to restore America’s uranium enrichment capabilities at scale so that we can meet our clean energy, energy security, and national security needs. Find out more at www.centrusenergy.com. ### Forward-Looking Statements: This news release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements mean statements related to future events, which may impact our expected future business and financial performance, and often contain words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “will”, “should”, “could”, “would” or “may” and other words of similar meaning. These forward-looking statements are based on information available to us as of the date of this news release and represent management’s current views and assumptions with respect to future events and operational, economic and financial performance. Forward-looking statements are not guarantees of future performance, events or results and involve known and unknown risks, uncertainties and other factors, which may be beyond our control. For Centrus Energy Corp., particular risks and uncertainties (hereinafter “risks”) that could cause our actual future results to differ materially from those expressed in our forward-looking statements and which are, and may be, exacerbated by any worsening of the global business and economic environment include, but are not limited to, the following: risks related to the DOE not exercising options following the completion of Option 1a performance period of our agreement with the DOE to deploy and operate a cascade of centrifuges to demonstrate production of HALEU for advanced reactors (the “HALEU Operation Contract”) or awarding a third party to continue the HALEU Operation Contract; risks related to changes to the U.S. government’s appropriated funding levels for HALEU Operation Contract due to changes in U.S. government policy or other reasons; risks related to whether or when government funding or demand for HALEU for government or commercial uses will materialize and at what level; risks regarding funding for continuation and deployment of the American Centrifuge technology; risks related to (i) our ability to perform and absorb costs under our the HALEU Operation Contract, (ii) our ability to obtain new contracts and funding to be able to continue operations and (iii) our ability to obtain and/or perform under other agreements; risks that (i) we may not obtain the full benefit of the HALEU Operation Contract and may not be able or allowed to operate the HALEU enrichment facility to produce HALEU after the completion of the HALEU Operation Contract or (ii) the output from the HALEU enrichment facility may not be available to us as a future source of supply; risks related to pricing trends and demand in the uranium and enrichment markets and their impact on our profitability; risks related to DOE not issuing any major task orders to any contract awardee under any of the HALEU Production Contract, LEU Production Contract, or HALEU Deconversion Contract; risks related to the Company not winning a task order under the HALEU Production Contract, LEU Production Contract and HALEU Deconversion Contract to expand the capacity of the American Centrifuge plant; risks related to DOE not providing adequate share of the appropriated funding to the Company under any of the HALEU Production
Contract, LEU Production Contract or HALEU Deconversion Contract; risks related to our ability to secure financing to expand our plant for LEU or HALEU or expand it to the level that would make it commercially viable; risks related to our inability to increase capacity for HALEU or LEU in a timely manner to meet market demand or our contractual obligations; risks related to DOE not awarding any contracts to the Company in response to the Company’s future proposals; risks related to a government shutdown or lack of funding that could result in program cancellations, disruptions and/or stop work orders and could limit the U.S. government’s ability to make timely payments, including under Executive Order 14158, and our ability to perform our U.S. government contracts and successfully compete for work including under the HALEU Operation Contract; risks related to uncertainty regarding our ability to commercially deploy competitive enrichment technology; risks related to the potential for demobilization or termination of the HALEU Operation Contract; risks that we will not be able to timely complete the work that we are obligated to perform; risks related to the government’s inability to satisfy its obligations, including supplying government furnished equipment necessary for us to produce and deliver HALEU under the HALEU Operation Contract and processing security clearance applications resulting from a government shutdown or other reasons; risks related to our inability to obtain the government’s approval to extend the term of, or the scope of permitted activities under, our lease with the DOE in Piketon, Ohio; risks related to cybersecurity incidents that may impact our business operations; risks related to our inability to perform fixed-price and cost-share contracts such as the HALEU Operation Contract, including the risk that costs that we must bear could be higher than expected and the risk related to complying with stringent government contractual requirements; risks related to our inability to attract qualified employees necessary for the potential expansion of our operations in Oak Ridge, Tennessee or Piketon, Ohio; risks related to actions, including investigations, reviews or audits, that may be taken by the U.S. government, the Russian government, or other governments that could affect our ability to perform under our contractual obligations or the ability of our sources of supply to perform under their contractual obligations to us; risks related to our inability to perform and receive timely payment under our agreements with the DOE or other government agencies, including risks related to the ongoing funding by the government and potential audits; risks related to how aligned we may be, or perceived to be, with any political party, administration, or its policies based on our positions or our political action committee’s advocacy; risks related to changes or termination of our agreements with the U.S. government or other counterparties, or the exercise of contract remedies by such counterparties; risks related to changes in the nuclear energy industry; risks related to the competitive bidding process associated with obtaining contracts, including government contracts; risks related to potential strategic transactions that could be difficult to implement, that could disrupt our business or that could change our business profile significantly; risks related to the outcome of legal proceedings and other contingencies (including lawsuits and government investigations or audits); risks related to the impact of, or changes to, government regulation and policies or interpretation of laws or regulations, including by the U.S. Securities and Exchange Commission, the DOE, the U.S. Department of Commerce and the U.S. Nuclear Regulatory Commission; risks related to the recent U.S. federal government administration’s reliance on executive orders to implement regulatory or trade policy and objectives, which could exacerbate regulatory or, private or public, financing unpredictability; and other risks discussed in this news release and in our filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this news release. These factors may not constitute all factors that could cause actual results to differ from those discussed in any forward-looking statement. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results. Readers are urged to carefully review and consider the various disclosures made in this news release and in our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024, under Part II, Item 1A – “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, and in our filings with the SEC that attempt to advise interested parties of the risks and factors that may affect our business. We do not undertake to update our forward-looking statements to reflect events or circumstances that may arise after the date of this news release, except as required by law.
Contacts: Media: Dan Leistikow at LeistikowD@centrusenergy.com Investors: Neal Nagarajan at NagarajanNK@centrusenergy.com