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6-K 1 d23402d6k.htm 6-K 6-K
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 6-K

 

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

Under the Securities Exchange Act of 1934

For the month of October, 2025

 

 

Cameco Corporation

(Commission file No. 1-14228)

 

 

2121-11th Street West

Saskatoon, Saskatchewan, Canada S7M 1J3

(Address of Principal Executive Offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☐   Form 40-F ☑

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐   No ☑

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

 

 
 


Exhibit 99.1 to this Report on Form 6-K is incorporated by reference into this report and is incorporated by reference into and as an additional exhibit to the registrant’s Registration Statement on Form F-10 (File No. 333-267625), as amended or supplemented, to the extent not superseded by documents or reports subsequently filed or furnished by the registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.

Exhibit Index

 

Exhibit No.

  

Description

99.1    Material change report dated October 31, 2025
99.2    Term Sheet

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.

 

Date: October 31, 2025       Cameco Corporation
    By:   /s/ R. Liam Mooney
    R. Liam Mooney
    Senior Vice-President and Chief Legal Officer
EX-99.1 2 d23402dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 – Name and Address of Company

Cameco Corporation (“Cameco”)

2121 – 11th Street West

Saskatoon, Saskatchewan S7M 1J3

Item 2 – Date of Material Change

October 28, 2025

Item 3 – News Release

The news release relating to the material change described in this report was issued by Cameco via Business Wire on October 28, 2025. A copy of the news release has been filed on SEDAR+ and is available at www.sedarplus.ca.

Item 4 – Summary of Material Change

On October 28, 2025, Cameco announced that it, along with Brookfield Asset Management (“Brookfield”), entered into a binding term sheet with the United States Department of Commerce (“US Government”) to establish a strategic partnership, which is expected to accelerate the global deployment of Westinghouse Electric Company’s (“Westinghouse”) nuclear reactor technologies. Cameco owns a 49% interest in Westinghouse in a strategic partnership with Brookfield.

The agreement provides for the US Government to arrange financing and facilitate the permitting and approvals for new Westinghouse nuclear reactors to be built in the United States, with an aggregate investment value of at least US$80 billion, including near-term financing of long lead time items.

Item 5 – Full Description of Material Change

On October 28, 2025, Cameco announced that it, Cameco U.S. Holdings, Inc. (“Cameco U.S.”), along with Brookfield (together with Cameco and Cameco U.S., the “Current Owners”), entered into a binding term sheet with the US Government to establish a strategic partnership, which is expected to accelerate the global deployment of Westinghouse’s nuclear reactor technologies. Cameco owns a 49% interest in Westinghouse in a strategic partnership with Brookfield.

The agreement provides for the US Government to arrange financing and facilitate the permitting and approvals for new Westinghouse nuclear reactors to be built in the United States, with an aggregate investment value of at least US$80 billion, including near-term financing of long lead time items.


The launch of a nuclear power plant construction program is expected to accelerate growth in Westinghouse’s energy systems segment during the construction phase, along with its core fuel fabrication and reactor services business for the life of the reactors. Upon closing of the transaction and with financing facilitated by the US Government, Westinghouse plans to commence project execution and initiate orders for critical equipment with long lead times, which is expected to leverage the nuclear industry supply chains that were established during the construction of Vogtle units 3 and 4.

Under the new strategic partnership, the US Government will be granted a participation interest (“Participation Interest”), which, once vested, will entitle it to receive 20% of any cash distributions in excess of US$17.5 billion made by Westinghouse after the granting of the Participation Interest. For the Participation Interest to vest, the US Government must make a final investment decision and enter into definitive agreements to complete the construction of new Westinghouse nuclear reactors in the US with an aggregate value of at least US$80 billion (the “Vesting Event”). If the Participation Interest cannot be granted, or a party determines that the conditions to granting the Participation Interest cannot be met, in each case prior to the date that is 18 months following the date of the term sheet, the obligations set forth in the term sheet or the definitive agreement will be terminable by the US Government or the Current Owners. If there has not been a Vesting Event prior to January 2029, the Participation Interest will automatically terminate in January 2029, and holders of the Participation Interest will cease to have any rights with respect to Westinghouse described in the term sheet.

Additionally, if, on or prior to January 2029 the Participation Interest has vested, and if the valuation in an initial public offering (“IPO”) of Westinghouse is expected to be US$30 billion or more at that time, the US Government will be entitled to require an IPO. Immediately prior to, or in connection with the IPO, the Participation Interest will directly or indirectly convert into a warrant, with a five-year term, to purchase equity securities equivalent to 20% of the public value of the IPO entity at the time of exercise after deducting US$17.5 billion from the public value.

The transactions and other matters contemplated by the term sheet with the US Government are subject to, among other risks, the factors discussed below under Caution Regarding Forward-Looking Information and Statements. The expectation is that the US Government, Brookfield, Cameco and Westinghouse will negotiate and enter into definitive agreements replacing the binding term sheet. In the event such agreements are not reached, the term sheet will remain effective. The transactions are subject to obtaining required regulatory approvals and the satisfaction of other customary conditions.

In the event the definitive agreement is not finalized within 90 days following the date the term sheet was entered into, the parties to the term sheet must continue to in good faith use reasonable best efforts to finalize and enter into such definitive agreement as soon as reasonably practicable thereafter and the terms and conditions set forth in the term sheet shall be the definitive agreement with respect to the transaction contemplated thereby until the time that such definitive agreement is executed and delivered.

Item 6 – Reliance on subsection 7.1(2) or (3) of National Instrument 51-102.

Not applicable.


Item 7 – Omitted Information

Not applicable.

Item 8 – Executive Officer

R. Liam Mooney

Senior Vice-President and Chief Legal Officer

Cameco Corporation

(306) 956-6200

Item 9 – Date of Report

October 31, 2025

Caution Regarding Forward-Looking Information and Statements

Certain information in Items 4 and 5 of this Material Change Report, including statements and information about Cameco’s expectations for the future, which Cameco refers to as forward-looking information. Forward-looking information is information that is not a historical fact. Words such as “guidance,” “expect,” “will,” “may,” “anticipate,” “plan,” “estimate,” “project,” “intend,” “should,” “can,” “likely,” “could,” “outlook” and similar expressions are intended to identify forward-looking information. Forward-looking information is based on Cameco’s current views, which can change significantly, and actual results and events may be significantly different from what Cameco currently expects. Examples of forward-looking information in this Material Change Report include: expectations regarding the acceleration of the global deployment of Westinghouse’s nuclear reactor technologies; expectations regarding Westinghouse’s planned commencement of project execution; expectations concerning the planned amount of investment in the construction of nuclear power reactors in the United States using Westinghouse nuclear technology; and expectations regarding the profit sharing mechanism involved in the strategic partnership and participation therein.


Material risks that could lead to different results include: risks related to developing and deploying the Westinghouse nuclear reactors; the anticipated timing of the strategic partnership, including any failure to obtain the required governmental clearances or third party consents required to close the strategic partnership or implement the profit sharing mechanism or the imposition of material conditions as a part of obtaining such clearances or consents and any failure of any other conditions to the strategic partnership or the implementation of the profit sharing mechanism; the inability of Westinghouse and the US Government to enter into definitive agreements relating to the strategic transaction or to effect their future obligations related to the transactions contemplated by the strategic partnership; the potential reliance on unrelated third parties for the placement of orders or other obligations related to the construction and deployment of the Westinghouse nuclear reactors; the potential reliance by the US Government on unconventional funding mechanisms to effect any future commitments to purchase Westinghouse nuclear reactor technology; the availability of government funding and support for the transactions contemplated by the strategic partnership, including the ability of the executive branch of the US Government to obtain funding and support via the appropriations process or from other sources; the availability of additional or replacement funding for the nuclear reactor projects and operations, if needed; following the execution of definitive transaction documents by the parties, the determination by the legislative, judicial or executive branches of the federal or any state government that any future funding commitments or other aspect of the transactions contemplated by the strategic partnership was or is not in compliance with law; the financial, tax and accounting assessment and treatment of the various obligations and commitments under the strategic partnership documentation, once executed; the continued demand for nuclear energy and the markets for nuclear energy more generally; future demand for nuclear energy; litigation, Congressional investigations, or investigations by other US or non-US authorities, related to the strategic transaction or otherwise; challenges associated with identifying alternate locations, sales channels and customers for the highly specialized nuclear products contemplated by the strategic transactions should the strategic partnership be altered or terminated; Cameco’s ability to effectively realize the anticipated benefits of the strategic transaction; the parties’ ability to comply with the broader legal and regulatory requirements and heightened scrutiny associated with government partnerships and contracts; changes in energy, artificial intelligence and other policies and priorities in US and foreign governments; fluctuations, variations and uncertainty in demand and pricing in the market for nuclear energy and artificial intelligence; potential adverse reactions or changes to business relationships resulting from the announcement, negotiation or execution of the strategic transaction; the complexities and uncertainties in developing and implementing new nuclear projects; macroeconomic conditions and geopolitical tensions and conflicts; risks associated with Westinghouse’s complex supply chain supporting its nuclear reactors, including from disruptions, delays, trade tensions and conflicts or shortages; volatility and uncertainty with respect to international trade policies; risks related to the development and use of the Westinghouse nuclear reactors, including product defects; potential security vulnerabilities in the Westinghouse nuclear reactors; and the risk of disputes between the parties to the strategic transaction.

In presenting the forward-looking information, Cameco has made material assumptions which may prove incorrect about: the success of the Westinghouse nuclear reactor technology and Westinghouse’s ability to construct and commence commercial operations at new large-scale nuclear power plants; the ability of Westinghouse and the US Government to enter into definitive agreements to effect their future obligations related to the transactions contemplated by the strategic partnership, including with respect to commitments to purchase Westinghouse nuclear reactor technology and to effect the profit sharing mechanic; the availability of government funding and support for the transactions contemplated by the strategic partnership, including any future commitments to purchase Westinghouse nuclear reactor technology; the availability of additional or replacement funding for the nuclear reactor projects and operations, if needed; the financial, tax and accounting assessment and treatment of the various obligations and commitments under the strategic partnership documentation the continued demand for nuclear energy, and the growth of the markets for nuclear energy more generally; future demand for nuclear energy; the estimates and forecasts of Cameco’s cash position, results of operations and other financial and operational performance metrics; Westinghouse’s ability to make distributions to its partners; Westinghouse’s ability to mitigate operating risks and any disruptions, delays, trade tensions, conflicts or shortages; that there will not be any significant adverse consequences to the strategic partnership resulting from business disruptions or economic or political uncertainty; that the parties will comply with their obligations under the strategic partnership; and that Westinghouse will maintain protections against liability for nuclear damage.


Please also review the discussion in Cameco’s 2024 annual MD&A, 2025 second quarter MD&A and most recent annual information form for other material risks that could cause actual results to differ significantly from Cameco’s current expectations, and other material assumptions Cameco has made. Cameco will not necessarily update this information unless Cameco is required to by securities laws.

EX-99.2 3 d23402dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

TERM SHEET

 

TERM SHEET    This term sheet (Term Sheet) dated October 28, 2025 sets forth the details regarding the terms of the strategic partnership (the Strategic Partnership) among Brookfield Renewable Power Inc., Cameco U.S. Holdings, Inc. and Cameco Corporation (collectively, the Current Owners), the United States Department of Commerce (USG) (each, a Partner) and Westinghouse Electric Company (Westinghouse) and the terms that will apply to the definitive agreement to be entered into in connection with the Strategic Partnership.
STRATEGIC PARTNERSHIP   

As described in more detail in Schedule A, in connection with the transaction contemplated by this Term Sheet (the Transaction), USG and Westinghouse, through its Current Owners, are entering into a Strategic Partnership with the intention to achieve the objectives of reinvigorating the nuclear industrial base as set out in President Trump’s Executive Orders released on May 23, 2025.

 

To that end,

 

Westinghouse will use its resources to accelerate the build-out of nuclear technology in the United States and globally and help facilitate nuclear power becoming a cornerstone of the next generation investment into artificial intelligence and the buildout of AGI in the United States; and

 

USG will support Westinghouse, by, among other things, arranging financing and ordering new Westinghouse nuclear reactors to be built in the United States with an aggregate investment value of at least $80 billion and facilitating permits for new builds, and providing other various forms of support. In particular, the near term financing of long lead time items is required to achieve the level of desired new build in the United States by 2030.

 

In that context, the Partners will, in good faith, work together to achieve these objectives, including:

 

USG making available all required permits and helping obtain all approvals required, that can accommodate the near-term build-out of new nuclear plants.

 

USG making available capital required to fund long lead supply chain items and other costs associated with the initial stages of building new nuclear plants.

PARTICIPATION INTEREST   

General Terms

 

USG will be granted a participation interest (the Participation Interest) by the Current Owners’ existing holding company holding the entities comprising Westinghouse, Watt New Sub-Aggregator L.P. (WEC Holdco).

 

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Holders of the Participation Interest, when vested, will be entitled to receive 20% of any distributions made by WEC Holdco after the grant of the Participation Interest in excess of $17.5 billion.

 

The Participation Interest shall be unvested until such time as the USG has made a final investment decision and entered into long-form definitive agreements setting out its binding obligation (the Orders) to complete the construction of new Westinghouse nuclear reactors in the United States that would require the USG to invest at least $80 Billion in such projects (the Vesting Event).

 

Notwithstanding the foregoing:

 

prior to the date the Participation Interest has vested, the Participation Interest will not entitle the USG to any rights with respect to WEC Holdco described in this Term Sheet; and

 

if there has not been a Vesting Event prior to January 2029, the Participation Interest shall automatically terminate in January 2029, and holders of the Participation Interest will cease to have any rights with respect to WEC Holdco described in this Term Sheet.

 

Transfer Right

 

When vested, the holders of the Participation Interest will have the ability to transfer their rights under the Participation Interest to a third party; provided that, the Current Owners will be given an opportunity to discuss with USG acquiring such Participation Interest. If the Current Owners make an offer, any sale by USG to a third party shall not be less than the value proposed by the Current Owners.

 

IPO Right

 

If (a) the Vesting Event has occurred and (b) the opening valuation in an IPO of Westinghouse is $30 billion or more, the holders of the Participation Interest shall, on or prior to January 2029, be entitled to require an IPO (subject to customary restrictions).

 

Immediately prior to or in connection with the IPO, the Participation Interest will directly or indirectly convert into a warrant with a 5 year term from the date of issuance of the warrant to purchase the number of equity securities in the IPO entity that represents the percentage of the IPO entity equal to the product (expressed as a percentage) of (x) the public value of the IPO entity at the time of exercise, less $17.5 billion and (y) 20%.

 

In connection with any IPO, the parties will agree to reasonably cooperate with each other and other customary restrictions, in each case, to facilitate the IPO and, following the IPO, will have customary demand and piggyback rights.

 

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DEFINITIVE TRANSACTION AGREEMENT    The USG and the Current Owners shall in good faith use reasonable best efforts to finalize and enter into, within 90 days following the date hereof, a definitive agreement reflecting the terms and conditions set forth in this Term Sheet, including Schedule A, reciprocal representations as to customary fundamental matters and such other customary terms and conditions as are not inconsistent with this Term Sheet and as mutually agreed by the parties acting reasonably, with consideration given to other investment or similar agreements entered into by the USG similar to the Strategic Partnership. In the event the definitive agreement is not finalized within 90 days following the date hereof, (i) the USG and the Current Owners shall continue to in good faith use reasonable best efforts to finalize and enter into such definitive agreement as soon as reasonably practicable thereafter and (ii) the terms and conditions set forth in this Term Sheet shall be the definitive agreement with respect to the Transaction until the time that such definitive agreement is executed and delivered.
CONDITIONS    The grant of the Participation Interest shall be subject to, and the definitive agreement shall contain, the following conditions: (i) each party’s compliance in all material respects with its obligations under the definitive agreement; (ii) all material antitrust, FDI and other non-US regulatory approvals being obtained without any material conditions; (iii) any required approvals under Westinghouse’s material contracts without any material conditions and (iv) absence of any applicable law or judgment enacted, entered, promulgated, enforced or issued by any governmental authority or other legal restraint or prohibition then in effect that prevents the grant of the Participation Interest.
EFFORTS AND PUBLICITY OBLIGATIONS   

The parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under the definitive agreement and applicable laws to consummate and make effective reasonably promptly after the date hereof the transactions contemplated by the Strategic Partnership.

 

The parties shall work cooperatively to align on the appropriate public announcements or other public statement in respect of the Strategic Partnership by any party or its affiliates, provided that parties and their affiliates are permitted to make statements required by applicable law, regulation or judicial process.

CONFIDENTIALITY    Except as required otherwise under applicable law, USG agrees to keep confidential the information obtained about Westinghouse (which, for the avoidance of doubt, excludes information relating to the terms of the Transaction) obtained in the course of negotiating the definitive agreement and the Transaction. The definitive agreement will contain customary provisions relating to mutual obligations to maintain the confidentiality of Westinghouse information.

 

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TERMINATION    If the Participation Interest cannot be granted, or a party determines that the conditions to granting the Participation Interest cannot be met, in each case prior to the date that is 18 months following the date hereof, the obligations set forth in this Term Sheet or the definitive agreement (except for the provisions regarding confidentiality, governing law and dispute resolution) shall be terminable by the USG upon written notice to the Current Owners or the Current Owners by joint written notice to the USG.
AGREEMENT    This Term Sheet and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto, and shall not be assigned or transferred in any manner without the prior written consent of the other parties. This Term Sheet may be executed in counterparts and via electronic signature. This Term Sheet constitutes the entire agreement of the parties with respect to the subject matter hereof. Nothing in this Term Sheet shall commit any party hereto, including the United States Department of Commerce or any officer or employee thereof, to the extent not permitted by applicable law.
GOVERNING LAW; DISPUTE RESOLUTION    This Term Sheet will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State. Each of the parties hereto agrees to submit to the exclusive jurisdiction and venue of the United States District Court for the District of Columbia and the United States Court of Federal Claims for any and all civil actions, suits or proceedings arising out of or relating to this Term Sheet, the Strategic Partnership or the Transaction. To the extent permitted by applicable law, each of the parties hereto hereby unconditionally waives trial by jury in any civil legal action or proceeding relating to this Term Sheet, the Strategic Partnership or the Transaction.

 

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SCHEDULE A: STRATEGIC PARTNERSHIP BETWEEN WESTINGHOUSE AND USG TO REINVIGORATE THE NUCLEAR

INDUSTRIAL BASE

As set out in President Trump’s Executive Orders issued on May 23rd, 2025 (“REINVIGORATING THE NUCLEAR INDUSTRIAL BASE” and “DEPLOYING ADVANCED NUCLEAR REACTOR TECHNOLOGIES FOR NATIONAL SECURITY”), it is in the United States’ national interest to support, both financially and via policy initiatives, the deployment of new nuclear reactors in the United States.

The Participation Interest allows USG to benefit financially from the growth of Westinghouse, and, through its Strategic Partnership with Westinghouse, swiftly achieves the Executive Orders’ objectives of ensuring that the United States (a) remains competitive in the global race to lead in artificial intelligence, (b) maintains energy independence and (c) has access to uninterruptible power supplies for national security, all of which supported by a strong domestic nuclear industry.

It is the intention of the USG and Westinghouse to significantly expand the United States’ nuclear capabilities, including rebuilding the strength of the domestic nuclear supply chain and creating tens of thousands of high-quality American jobs. This Strategic Partnership reflects the administration’s commitment to reinforcing the United States’ leadership in nuclear energy technology and strengthening its national security.

As set out in the Executive Order, “to maximize the speed and scale of new nuclear capacity, the Department of Energy shall prioritize work with the nuclear energy industry to … have 10 new large reactors with complete designs under construction by 2030. To help achieve these objectives, the Secretary of Energy, through the Department of Energy Loan Programs Office, shall … prioritize activities that support nuclear energy, including … actions to make available resources for completing construction of nuclear reactors that were prematurely suspended, and constructing new advanced nuclear reactors.”

In connection with entering into the Strategic Partnership, and consistent with the guidelines described above in the Executive Orders, it is the intention that USG will order new Westinghouse nuclear reactors to be built in the United States with an aggregate investment value of at least $80 billion, with construction commencing by 2026 on one and all by 2030.

To facilitate this objective, it is the intention of the Strategic Partnership that USG, among other things, will seek to:

 

   

Make requisite near term capital available in connection with the placement of long lead equipment orders and funding of the deployment of new Westinghouse nuclear reactors in the United States with an aggregate investment value of at least $80 billion.

 

   

Provide support through government programs and financial incentives to ensure a highly capable workforce and supply chain is further developed within the United States to participate in the construction of at least $80 billion of nuclear reactors (and beyond).

 

   

Advance the United States’ global nuclear leadership by facilitating the exportation of Westinghouse nuclear technology internationally, with the buildout of nuclear power plants across the globe in regions that are appropriate.

 

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USG’s support through the Strategic Partnership will seek to enable:

 

   

Immediate commencement of project execution, accelerating electricity to the grid as quickly as possible to power defense, AI and other mission critical nationally important commercial and industrial users to meeting the guidelines set out in the Executive Order.

 

   

A significant acceleration of an enhanced labor force and supply chain capability in the United States to support the nuclear industry.

 

   

Over 50,000 supply chain jobs and over 100,000 construction jobs.

 

   

The re-establishment of the United States as the nuclear energy powerhouse in the world, leading to other advances in artificial intelligence, healthcare and technology.

 

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IN WITNESS WHEREOF, the Parties have caused this Term Sheet to be signed by their respective duly authorized signatories as of the date first written above.

 

  BROOKFIELD RENEWABLE POWER INC.
By:   /s/ Bruce Flatt
  Name: Bruce Flatt
  Title: Chief Executive Officer, Brookfield Asset Management
By:   /s/ Connor Teskey
  Name: Connor Teskey
  Title: Chief Executive Officer
  CAMECO CORPORATION
By:   /s/ Tim Gitzel
  Name: Tim Gitzel
  Title: Chief Executive Officer
By:   /s/ Grant Isaac
  Name: Grant Isaac
  Title: President and Chief Operating Officer
  CAMECO U.S. HOLDINGS, INC.
By:   /s/ Tim McGraw
  Name: Tim McGraw
  Title: Vice President
  UNITED STATES DEPARTMENT OF COMMERCE
By:   /s/ Howard Lutnick
  Name: Howard Lutnick
  Title: Secretary of Commerce

 

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