uec20251114_424b3.htm

424B3 1 uec20251114_424b3.htm FORM 424B3 uec20251114_424b3.htm

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-291540

URANIUM ENERGY CORP.

Up to $600,000,000 of Shares

of Common Stock

Uranium Energy Corp. (which we refer to as the “Company”, “UEC”, “we” or “us”) has entered into an at the market offering agreement with Goldman Sachs & Co. LLC (the “Lead Manager”) and the co-managers (collectively with the Lead Manager, the “Managers” and, each, a “Manager”) set forth on the signature page to the at the market offering agreement, relating to shares of our common stock offered by this prospectus. In accordance with the terms of the at the market offering agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $600,000,000 from time to time through the Manager selected by the Company (the “Designated Manager”), acting as sales agent and/or principal.

Our shares of common stock are traded on the NYSE American LLC (which we refer to as the “NYSE American”) under the symbol “UEC.” On November 12, 2025, the closing price of our shares of common stock on the NYSE American was $12.32 per share of common stock.

Sales of our common stock, if any, under this prospectus may be made in sales deemed to be “at-the-market” equity offerings as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through NYSE American, the existing trading market for our common stock, sales made to or through a market maker other than on an exchange or otherwise, directly to the sales agent as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law. If we and the Designated Manager agree on any method of distribution other than sales of shares of our common stock into the NYSE American or another existing trading market in the United States at market prices, we will file a prospectus supplement providing all information about such offering as required by Rule 424(b) under the Securities Act. None of our shares of common stock will be offered or sold in Canada under this prospectus. The Designated Manager will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

The Designated Manager will be entitled to a placement fee equal to 2.0% of the gross sales proceeds from each sale of shares of our common stock. In connection with the sale of our common stock on our behalf, the Designated Manager will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the Designated Manager will be deemed to be underwriting commissions or discounts.

Investing in our securities involves risks. Before buying any of our securities, you should read the discussion of material risks of investing in our securities in the “Risk Factors” section beginning on page 11 of this prospectus and under similar headings in the documents incorporated by reference into this prospectus, including the “Risk Factors” section of our Annual Report on Form 10-K for the year ended July 31, 2025.

Neither the United States Securities Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

H.C. WAINWRIGHT & CO.	BMO CAPITAL MARKETS	TD SECURITIES

CITIGROUP	ROTH CAPITAL PARTNERS	CANACCORD GENUITY

NATIONAL BANK OF CANADA FINANCIAL MARKETS		STIFEL

ABOUT THIS PROSPECTUS	2
PROSPECTUS SUMMARY	3
RISK FACTORS	10
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	12
USE OF PROCEEDS	14
DILUTION	14
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES	16
PLAN OF DISTRIBUTION	21
LEGAL MATTERS	22
EXPERTS	22
WHERE TO FIND ADDITIONAL INFORMATION	23
DOCUMENTS INCORPORATED BY REFERENCE	23
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES

Issuer:	Uranium Energy Corp.

Offering:	Shares of our common stock having an aggregate offering price of up to $600,000,000.

Common stock to be outstanding after this offering:	Up to 531,910,523 shares (as more fully described in the notes following this table), assuming sales of 48,701,298 shares of our common stock in this offering at an offering price of $12.32 per share, which was the last reported sale of our common stock on the NYSE American on November 12, 2025. The actual number of shares issued will vary depending on the sales price under this offering.

Manner of offering:	“At-the-market” offering that may be made from time to time through the Designated Manager. See the section entitled “Plan of Distribution” in this prospectus.

Use of Proceeds:	We intend to use the net proceeds from this offering for general corporate and working capital purposes. See the section entitled “Use of Proceeds” in this prospectus.

Risk Factors:	You should read the “Risk Factors” section of this prospectus and in the documents incorporated by reference in this prospectus for a discussion of factors to consider before deciding to purchase shares of our common stock.

Listing symbol:	Our shares of common stock are listed for trading on the NYSE American under the symbol “UEC.”

	Offering

Assumed public offering price per common share	$	12.32
Net tangible book value per common share as of July 31, 2025	$	2.17
Increase in net tangible book value per common share attributable to this offering	$	0.96
As adjusted net tangible book value per common share after this offering	$	3.13
Dilution per common share to new investors in this offering⁽¹⁾	$	9.19

SEC Form 424B3 filed by Uranium Energy Corp.