40-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

40-F

☐

REGISTRATION STATEMENT

PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE

ACT OF 1934

☒

ANNUAL REPORT PURSUANT TO SECTION 13(a) or

15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

For the fiscal year ended

December 31, 2025

Commission file number

1-14228

CAMECO CORPORATION

(Exact name of Registrant as specified in its charter)

CANADA

(Province or other jurisdiction of incorporation or organization)

1090

(Primary Standard Industrial Classification Code Number)

98-0113090

(I.R.S. Employer Identification)

2121 – 11

Street West

Saskatoon

Saskatchewan

Canada

S7M 1J3

, Telephone:

(

306

)

956-6200

(Address and telephone number of Registrant’s principal executive offices)

Cristina Giffin, Power Resources, Inc., Smith Ranch-Highland Operation

762 Ross Road

Douglas

Wyoming

, USA,

82633

Telephone: (

307

)

358-6541

(Name, address, (including zip code) and telephone number (including area code) of agent for service in the United States)

Securities registered pursuant to Section 12(b) of the Act:

Title of Class:

Common Shares

par value

Trading Symbol(s):

CCJ

Name of Exchange where Securities are listed:

New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of

the Act:

None

Securities for which there is a reporting obligation pursuant

to Section 15(d) of the Act:

None

Information filed with this Form:

☒

Annual Information Form

☒

Audited annual financial statements

Number of outstanding shares of each of the issuer’s classes

capital or common stock as of the close of the period covered by

the Annual Report:

435,457,978

Common Shares outstanding as of December 31, 2025

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of

the Exchange

Act during

the preceding

12 months

(or for

such shorter

period that

the Registrant

was required

file such reports), and (2) has been subject to such filing requirements

for the past 90 days.

☒

Yes

☐

Indicate by check

mark whether the

registrant has submitted

electronically,

every Interactive Data

File required to

be submitted pursuant to Rule 405 of

Regulation S-T (§232.405 of this chapter) during the

preceding 12 months (or

for such shorter period that the Registrant was required

to submit such files).

☒

Yes

☐

Indicate

check

mark

whether

the

registrant

emerging

growth

company

defined

Rule

12b-2

the

Exchange Act.

Emerging growth company

☐

If an emerging

growth company

that prepares

its financial

statements in

accordance with

U.S. GAAP,

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.

☐

Indicate by check mark

whether the registrant has filed a

report on and attestation to

its management’s assessment

of the effectiveness

of its internal

control over financial

reporting under Section

404(b) of the

Sarbanes-Oxley Act

(15 U.S.C. 7262(b)) by the registered public accounting

firm that prepared or issued its audit report.

☒

securities

are

registered

pursuant

Section

12(b)

the

Exchange

Act,

indicate

check

mark

whether

the

financial

statements

the

registrant

included

the

filing

reflect

the

correction

error

previously

issued

financial statements.

☐

Indicate by check

mark whether any

of those error

corrections are restatements

that required a

recovery analysis

of incentive-based compensation received by any of the registrant’s executive officers

during the relevant recovery

period pursuant to §240.10D-1(b).

☐

FORWARD-LOOKING

STATEMENTS

Certain statements in this

Annual Report on Form

40-F and the documents

filed as exhibits hereto,

including certain

information

about

Cameco’s

business

outlook,

objectives,

strategies,

plans,

strategic

priorities

and

results

operations,

as well

as other

statements

which are

not

current

statements

or historical

facts,

constitute

“forward-

looking information”

within the

meaning of

applicable

Canadian securities

laws and

“forward-looking

statements”

within

the

meaning

the

Private

Securities

Litigation

Reform

Act

1995.

Forward-looking

information

and

statements

involve

risks,

uncertainties

and

other

factors

that

could

cause

actual

results

differ

materially

from

those

expressed

implied

them.

Sentences

and

phrases

containing

words

such

“anticipate”,

“believe”,

“estimate”,

“expect”,

“forecast”,

“goal”,

“intend”,

“outlook”,

“plan”,

“potential”,

“predict”,

“project”,

“proposed”,

“scheduled”,

“strategy”,

“target”

and

“will,”

and

the

negative

any

these

words,

variations

them,

comparable terminology that does not relate strictly

to current or historical facts, are

all indicative of forward-looking

information or statements.

The forward-looking information and statements included

in this Annual Report on Form 40-F (including the

exhibits hereto) represent our views as of the date of

such documents and should not be relied upon as

representing our views as of any subsequent date. While

we anticipate that subsequent events and developments

may cause our views to change, we specifically disclaim

any intention or obligation to update forward-looking

information and statements, whether as a result of new information,

future events or otherwise, except to the

extent required by applicable securities laws. Forward-looking

information and statements contained in this

Annual Report on Form 40-F about prospective results

of operations, financial position or cash flows that are

based upon assumptions about future economic conditions

and courses of action are presented for the purpose

of assisting our security holders in understanding management’s

current views regarding those future outcomes,

and may not be appropriate for other purposes.

See Cameco’s Annual Information Form for the year

ended December 31, 2025, attached as Exhibit 99.1 to

this

Annual Report on Form 40-F,

under the heading “Caution about forward-looking

information”, and Cameco’s

management’s discussion and analysis for the year

ended December 31, 2025, attached as Exhibit 99.3 to

this

Annual Report on Form 40-F,

under the heading “Caution about forward-looking

information”, for additional

information regarding forward-looking statements.

Certifications and Disclosure Regarding Controls and

Procedures

(a)

Certifications regarding controls and procedures

See Exhibits 99.6 and 99.7.

(b)

Evaluation of

disclosure controls

and procedures

. As

of December

31, 2025,

an evaluation

of the

effectiveness of Cameco Corporation’s “disclosure controls and procedures” (as such term is defined in

Rules 13a-15(e) and 15d-15(e) of the United States Securities Exchange Act of 1934, as amended (the

“Exchange Act”)) was carried out

by Cameco Corporation’s

Chief

Executive Officer (“CEO”)

and Chief

Financial Officer (“CFO”). Based on that

evaluation, the CEO and CFO have concluded

that as of such

date Cameco Corporation’s

disclosure controls and procedures

were effective to

provide a reasonable

level of

assurance that

information

required

to be

disclosed

by Cameco

Corporation

in reports

that it

files or

submits under

the Exchange

Act is

recorded, processed,

summarized and

reported within

the

time periods specified in United States Securities and

Exchange Commission (the “Commission”) rules

and forms.

(c)

Management’s

annual

report

internal

control

over

financial

reporting

Management

the

Company,

including

the

CEO

and

CFO,

responsible

for

establishing

and

maintaining

adequate

“internal control over financial reporting”, as that term is

defined in Rules 13a-15(f) and 15d-15(f) under

the Exchange Act, for Cameco Corporation. Management conducted an evaluation of the effectiveness

of internal control

over financial reporting

based on criteria

established in Internal

Control – Integrated

Framework (2013) issued by

the Committee of

Sponsoring Organizations of the

Treadway Commission.

Based

that

evaluation,

management

concluded

that

Cameco

Corporation’s

internal

control

over

financial reporting was effective as of December 31,

2025.

It should be noted that

while the CEO and

CFO believe that Cameco

Corporation’s disclosure controls

and procedures and

internal control over

financial reporting provide a

reasonable level of

assurance that

they are effective,

they do

not expect such

disclosure controls

and procedures

or internal control

over

financial reporting

to be

capable of

preventing

or detecting

all errors

and fraud.

A control

system, no

matter how well

conceived or operated,

can provide only

reasonable, not absolute,

assurance that the

objectives of the control system are met.

(d)

Attestation

report

the

registered

public

accounting

firm

The

effectiveness

Cameco

Corporation’s internal control

over financial reporting as

of December 31, 2025,

was audited by KPMG

LLP,

an independent

registered public

accounting firm,

as stated

in its report,

which accompanies

the

Cameco 2025

Consolidated Audited

Financial Statements

that are

filed as

Exhibit 99.2

to this

Annual

Report on Form 40-F.

(e)

Changes

internal

control

over

financial

reporting

During

the

fiscal

year

ended

December

31,

2025, there was no significant change in Cameco

Corporation’s internal control over

financial reporting

that materially affected, or

is reasonably likely to

materially affect, Cameco Corporation’s internal

control

over financial reporting. In April 2024, Cameco Corporation implemented SAP S/4 HANA, an enterprise

resource planning

system, across

the entire

organization. As

a result

of this

implementation, Cameco

Corporation modified

certain existing

internal controls

and implemented

new controls and

procedures.

The implementation process

included extensive involvement by

key end users and

required significant

pre-implementation

planning,

design,

and

testing.

Cameco

Corporation

continues

evaluate

and

monitor its internal controls and make changes as

required and believes it is taking the

necessary steps

to maintain appropriate internal controls over financial reporting

during this period of change.

Audit & Finance

Committee Financial

Expert

Cameco Corporation’s

board of

directors has determined

that at

least three

members of

its audit

and finance

committee (the

“audit committee”) are

audit committee

financial experts.

The

audit

committee

financial

experts

are

Daniel

Camus,

Marie

Inkster

and

Leontine

van

Leeuwen-Atkins.

Mr.

Camus, Ms. Inkster

and Ms. van

Leeuwen-Atkins have

each been determined

by Cameco Corporation’s

board of

directors

independent

director

such

term

defined

under

the

Canadian

Securities

Administrators’

National

Instrument

52-110

(Audit

Committees)

(“NI

52-110”),

the

Commission’s

audit

committee

independence

requirements, and

the rules

of the

New York

Stock Exchange

(the “NYSE”)

relating to

the independence

of audit

committee members.

Information concerning the relevant experience of Mr. Camus, Ms. Inkster and Ms. van Leeuwen-Atkins is included

in their biographical information contained in Cameco Corporation’s Annual Information Form that is

filed as Exhibit

99.1 to

this Annual

Report on

Form 40-F.

The Commission

has indicated

that the

designation of

a person

as an

audit

committee

financial

expert

does

not

make

such

person

“expert”

for

any

purpose,

impose

any

duties,

obligations or liability on such person that are

greater than those imposed on members of

the audit committee and

board of directors who do not carry this designation, or affect the

duties, obligations or liability of any other member

of the audit committee or the board of directors.

Code of

Ethics

Cameco Corporation’s code

of conduct and

ethics (the

“Code”) is applicable

to all

directors, officers

and

employees

Cameco

Corporation,

including

the

Company’s

principal

executive

officer,

principal

financial

officer and principal

accounting officer. The Code, as

well as

Cameco Corporation’s corporate governance

practices

and mandates

of the

board of

directors

and

its committees,

and position

descriptions

for the

CEO and

the non-

executive chair, can be found on Cameco Corporation’s website at www.cameco.com under “About – Governance”

and are

also available

in print

to any

shareholder

upon request.

Since the

adoption of

the Code,

there have

not

been

any

waivers,

including

implicit

waivers,

from

any

provision

the

Code.

2025,

Cameco

Corporation

amended its previously

filed Code and

made non substantive

changes, including updates

to the document

format

as well as

updating the internal review

process. The information on

the Company’s website is

not part of

this Annual

Report on Form 40-F.

The Code was furnished to

the Commission on January

23, 2026, as Exhibit 99.14

to a report on Form

6-K and is

incorporated by reference herein as Exhibit 99.17.

Principal Accountant

Fees and

Services

Cameco Corporation’s

independent registered

public accounting

firm

KPMG LLP

Saskatoon, Saskatchewan, Canada

, Auditor Firm ID:

. See Exhibit 99.4.

Off-Balance

Sheet Arrangements

In the

normal course

of operations,

Cameco Corporation

enters into

certain

transactions that

are not

required to

be recorded

on its

balance sheet.

These activities include

the issuing

of financial

assurances and

long-term product

purchase contracts.

These activities

are disclosed

in the

following sections

Exhibit 99.3

– 2025

Management’s

Discussion

and Analysis

and

the notes

to the

financial

statements

in Exhibit

99.2 – 2025 Consolidated Audited Financial Statements:

(a)

Financial assurances

. In the 2025 Management’s Discussion and Analysis, see the disclosure at “Off-

balance sheet

arrangements” (page

55). In

the 2025

Consolidated Audited

Financial Statements,

see

the disclosure at notes 15 and 24 of the financial statements.

(b)

Long-term product purchase contracts

. In the 2025 Management’s Discussion and

Analysis, see the

disclosure at “Off-balance sheet arrangements” (page

55).

(c)

Other arrangements

. In the 2025

Management’s Discussion

and Analysis, see

the disclosure at

“Off-

balance sheet

arrangements” (page

55). In

the 2025

Consolidated Audited

Financial Statements,

see

the disclosure at notes 13 and 14

of the financial statements.

Tabular

Disclosure

Contractual

Obligations

the

2025

Management’s

Discussion

and

Analysis,

see

the

disclosures at “Financing Activities” (page 54) and “Off

-balance sheet arrangements” (pages 55 and 56).

Identification

the

Audit

Committee.

Cameco

Corporation

has

separately-designated

standing

audit

committee established

in accordance

with Section

3(a)(58)(A)

of the

Exchange Act.

Cameco Corporation’s

audit

committee

comprised

of:

Daniel

Camus

(chair),

Catherine

Gignac,

Marie

Inkster

and

Leontine

van

Leeuwen-

Atkins.

Audited Annual Financial Statements

The report of the independent registered public accounting firm

relating to

Cameco Corporation’s Consolidated Audited

Financial Statements as of December

31, 2025 and 2024 is included

in Exhibit 99.2 – 2025 Consolidated Audited Financial

Statements.

Mine Safety Disclosure

Neither Cameco Corporation

nor any of

its subsidiaries

is the “operator”

of any “coal

other mine”, as those terms

are defined in section 3 of

the Federal Mine Safety and Health

Act of 1977 (30 U.S.C.

802),

that

subject

the

provisions

such

Act

(30

U.S.C.

801

seq.).

Therefore,

the

provisions

Section

1503(a) of the Dodd-Frank Wall

Street Reform and Consumer

Protection Act and Item 16 of

General Instruction B

to Form

40-F requiring

disclosure concerning

mine safety

violations and

other regulatory

matters do

not apply

Cameco Corporation or any of its subsidiaries or U.S.

mines.

Disclosure Regarding Foreign Jurisdictions That Prevent

Inspections.

Not Applicable

Disclosure Pursuant to the Requirements of the New

York Stock Exchange

(a)

Corporate

governance

practices

Disclosure

the

significant

ways

which

Cameco

Corporation’s

corporate

governance

practices

differ

from

those

required

for

U.S.

companies

under

the

NYSE

listing

standards

can

found

Cameco

Corporation’s

website

www.cameco.com

under

“About

–

Governance.”

(b)

Presiding director at meetings of

non-management directors

. Cameco Corporation schedules regular

director sessions

in which

Cameco Corporation’s

“non-management

directors” (as

that term

is defined

the rules

of the

NYSE) meet

without management

participation. Ms.

Catherine Gignac,

as non-executive

chair of Cameco

Corporation, serves

as the presiding

director (the “Presiding

Director”) at such

sessions.

Each of

Cameco

Corporation’s

non-management

directors

is “independent”

as such

term

is used

in the

rules of the NYSE, with the exception of Tammy

Cook-Searson. Cameco Corporation’s

criteria for director

independence

are

available

Cameco

Corporation’s

website

www.cameco.com

under

“About

–

Governance.”

(c)

Communication with non-management directors

. Shareholders may send communications

to Cameco

Corporation’s Presiding Director

or non-management directors

by mailing (by regular

mail or other means

of delivery) to

the corporate

head office

at 2121 –

11th

Street West,

Saskatoon, Saskatchewan,

Canada,

S7M 1J3, in a sealed envelope

marked “Private and Strictly

Confidential – Attention: Chair of

the Board of

Directors of Cameco Corporation”. Any such envelope will be delivered unopened to

the Presiding Director

for appropriate

action. The

status of

all outstanding

concerns addressed

to the

Presiding Director

will be

reported to the board of directors as appropriate.

(d)

Corporate governance guidelines

. According to Section 303A.09 of the

NYSE Listed Company Manual,

a listed

company must adopt

and disclose

a set

of corporate governance

guidelines with

respect to

specified

topics. Such

guidelines and

the charters

of the

listed company’s

most important

committees of

the board

directors

are

required

posted

the

listed

company’s

website

and

available

any

shareholder upon request. Cameco

Corporation operates under corporate

governance guidelines that are

consistent

with

the

requirements

Section

303A.09

the

NYSE

Listed

Company

Manual.

Cameco

Corporation’s

corporate

governance guidelines

and the

charters of

its most

important committees

of the

board

directors

can

found

Cameco

Corporation’s

website

www.cameco.com

under

“About

–

Governance” and are available in print to any shareholder who

requests them.

(e)

Independent

directors

The

names

Cameco

Corporation’s

non-management

directors

are:

Daniel

Camus,

Tammy

Cook-Searson,

Catherine

Gignac,

Marie

Inkster,

Kathryn

Jackson,

Don

Kayne,

Peter

Kukielski, Dominique Minière and Leontine van Leeuwen-Atkins. Each of the non-management directors is

“independent”, as such term is used in the rules of the NYSE, with the

exception of Tammy Cook-Searson

EXHIBIT INDEX

Exhibit No.

Description

99.1

2025 Annual Information Form

99.2

2025 Consolidated Audited Financial Statements

99.3

2025 Management’s Discussion and Analysis

99.4

Principal Accountant Fees and Services

99.5

Consent of Independent Registered Public Accounting Firm

99.6

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S.

Securities Exchange Act of 1934, as amended

99.7

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S.

Securities Exchange Act of 1934, as amended

99.8

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of

2002

99.9

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of

2002

99.10

Consent of Alain D. Renaud, P. Geo.

99.11

Consent of Biman Bharadwaj, P. Eng.

99.12

Consent of Scott Bishop, P. Eng.

99.13

Consent of Kirk Lamont, P. Eng.

99.14

Consent of Gregory M. Murdock, P. Eng.

99.15

Consent of Sergey Ivanov, P. Geo.

99.16

Consent of Daley McIntyre, P. Eng.

99.17

Code of Conduct and Ethics (as amended and restated as of July 2025) (incorporated by

reference to Cameco Corporation’s Form 6-K, furnished to the Commission on January 23,

2026)

99.18

Cameco Corporation Executive Incentive Compensation Recoupment Policy (SEC and

NYSE) (incorporated by reference to Exhibit 99.18 to Cameco Corporation’s annual report on

Form 40-F, filed with the Commission on March 22, 2024)

101

Interactive Data File (formatted as Inline XBRL)

104

Cover Page Interactive Data File (formatted as Inline

XBRL and contained in Exhibit 101)

UNDERTAKING AND

CONSENT TO SERVICE OF PROCESS

Undertaking

Registrant undertakes to

make available, in

person or by

telephone, representatives

to respond to

inquiries made

by the

Commission staff,

and to

furnish promptly,

when requested

to do

so by

the Commission

staff,

information

relating to: the

securities registered

pursuant to

Form 40-F; the

securities in

relation to

which the obligation

to file

an Annual Report on Form 40-F arises; or transactions

in said securities.

Consent to Service of Process

Registrant has previously

filed a

Form F-X in

connection with the

class of

securities in relation

to which

the obligation

to file this Annual Report on Form 40-F arises.

Any

change

the

name

address

the

agent

for

service

process

Registrant

shall

communicated

promptly

the

Commission

amendment

the

Form

F-X

referencing

the

file

number

the

relevant

registration statement.

SIGNATURES

Pursuant to the requirements of the Exchange Act, Registrant certifies that it meets all of the requirements for filing

on Form 40-F and

has duly caused this

Annual Report to be

signed on its behalf

by the undersigned, thereto

duly

authorized.

DATED this 19

day of March,

2026.

CAMECO CORPORATION

By:

/s/ Heidi Shockey

Name: Heidi Shockey

Title:

Senior Vice-President and

Chief Financial Officer

SEC Form 40-F filed by Cameco Corporation