leu-20260424

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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o						Soliciting Material Pursuant to §240.14a-12

Centrus Energy Corp.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Centrus Energy Corp.

6901 Rockledge Drive, Suite 800

Bethesda, Maryland 20817

April 24, 2026

Dear Stockholder:

You are cordially invited to attend our annual meeting of stockholders to be held on Thursday, June 18, 2026, at 10:00 a.m., Eastern Daylight Time. We are pleased that this year’s annual meeting will again be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to participate in the meeting, vote, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/LEU2026 and entering your secure control number, which can be found on your proxy card. We recommend that you log in at least ten minutes before the meeting to ensure you are logged in when the meeting starts.

At the meeting, you will be asked to vote on each of the five proposals set forth in the Notice of Annual Meeting of Stockholders, which describes the formal business to be conducted at the annual meeting and follows this letter.

Your vote is important no matter how many shares you own. We encourage you to vote your shares today. You may vote by using telephone or Internet voting systems or, if you received a full set of the proxy materials by mail, by completing and returning the enclosed proxy card in the postage-paid envelope provided.

We appreciate your continued confidence in the Company and look forward to your participation at our annual meeting.

Sincerely,



Mikel H. Williams						Amir V. Vexler
Chairman of the Board						President and Chief Executive Officer

Centrus Energy Corp.

6901 Rockledge Drive, Suite 800

Bethesda, Maryland 20817

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 18, 2026

The Annual Meeting of Stockholders of Centrus Energy Corp. will be held on Thursday, June 18, 2026, at 10:00 a.m., Eastern Daylight Time, online via live webcast at www.virtualshareholdermeeting.com/LEU2026, for the following purposes:

1.To elect six director nominees for a term of one year;

2.To hold an advisory vote to approve the Company’s executive compensation;

3.Vote to approve an amendment to the Company's certificate of incorporation to permit the exculpation of officers to be included in the Second Amended and Restated Certificate of Incorporation;

4.Vote to approve the Section 382 Rights Agreement, as amended;

5.To ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for 2026; and

6.To transact such other business as may properly come before the meeting or any adjournments thereof.

We are enclosing a copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, with this Notice and Proxy Statement.

The record date for determining stockholders entitled to notice of, and to vote at, the meeting was the close of business on April 20, 2026. Please use telephone or Internet voting systems or, if you received a full set of the proxy materials by mail, complete, and return the enclosed proxy card in the postage-paid envelope provided at your earliest convenience to vote your shares. Telephone and Internet voting information is provided on your proxy card.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON JUNE 18, 2026: This Proxy Statement and our Annual Report for the year ended December 31, 2025, are available free of charge at www.proxyvote.com for viewing, downloading, and printing.

By Order of the Board of Directors,

Richard Emery

Senior Vice President, General Counsel,

Chief Compliance Officer and Corporate Secretary

Bethesda, Maryland

April 24, 2026

PROXY SUMMARY

This summary highlights information contained elsewhere in the Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

CENTRUS ENERGY CORP. 2026 ANNUAL MEETING OF STOCKHOLDERS


Time and Date:			10:00 a.m., Eastern Daylight Time, Thursday, June 18, 2026
Place:			Online via live webcast. Stockholders may only participate online by logging in at www.virtualshareholdermeeting.com/LEU2026
Record Date:			April 20, 2026
Voting:			Holders of our Class A common stock as of the record date are entitled to vote. Each share of Class A common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.

MEETING AGENDA AND VOTING RECOMMENDATIONS


			Board Vote Recommendation
Election of six directors			For
			all the director nominees
Management proposals
Advisory vote to approve the Company’s executive compensation			For
Vote to approve an amendment to the certificate of incorporation to permit the exculpation of officers to be included in the Second Amended and Restated Certificate of Incorporation			For
Vote to approve the Section 382 Rights Agreement, as amended			For
Ratification of Deloitte & Touche LLP as auditor for 2026			For
Transact such other business as properly comes before the meeting

SHAREHOLDER ENGAGEMENT AND CENTRUS' RESPONSE

Following the Company's 2025 annual stockholder meeting, senior management has approached or engaged with 90% of the Company's top 20 institutional shareholders while simultaneously approaching or engaging with the Company's top retail investors. In this same time period, management spoke with over 400 existing, former, and prospective institutional shareholders located in the United States, Western Europe, and East Asia, regarding the Company's business operations and future execution strategy. The feedback received was shared with the full Board of Directors of the Company and relevant board committees. Below is a summary of how that feedback integrated into or informed certain of the Company's 2025 operational decisions.


What we heard from Stockholders			How the Board Responded
Request for more clarity around the business' future operations: Desire for financial guidance			Action: Worked with management and re-established annual financial guidance
Request for clarity around the large industrial build out of centrifuges and how to track its progress			Action: Worked with management to provide operational guidance and milestones specific to the centrifuge build-out program
A desire for a deeper understanding of near-term capital allocation plans for the industrial build out			Action: Worked with management and provided annual capital spend guidance for 2026
Deeper technical oversight of the Company's operations			Action: Having already appointed Amir Vexler as President and Chief Executive Officer ("CEO"), effective January 2024, who brought over 27 years of commercial and operational nuclear experience, most recently as CEO of Orano USA, went to the market and continued to build best-in-class operations team •Appointed Patrick Brown as Senior Vice President, Field Operations at Centrus and President of American Centrifuge Operating, LLC, a subsidiary of Centrus, effective August 2025. A nuclear engineer and experienced business leader, Mr. Brown brings over 20 years of commercial and operational nuclear experience, including helping guide the commissioning of the New Mexico enrichment plant of Urenco Limited, a consortium owned or controlled by the British and Dutch governments and two German utility companies. •Appointed Todd Tinelli as Chief Financial Officer ("CFO"), effective August 2025. Mr. Tinelli brings over 24 years of energy experience and has been integral to large capital raises to support energy infrastructure build-out.

BOARD NOMINEES

Name

Age

Director Since

Principal Occupation

Independent

AFC

CNGC

TCRC

CRC

Mikel H. Williams

2013

Chief Executive Officer, Targus International LLC

Kirkland H. Donald

2021

Chairman, HII, Inc.

Tina W. Jonas

2020

Private Investor

William J. Madia

2008

Vice President emeritus, Stanford University

Ray A. Rothrock

2024

Professional Venture Investor and Director

Amir V. Vexler

2024

President and Chief Executive Officer, Centrus


EC:			Executive Committee
AFC:			Audit and Finance Committee
CNGC:			Compensation, Nominating and Governance Committee
TCRC:			Technology, Competition and Regulatory Committee
CRC:			Cyber Risk Committee

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TABLE OF CONTENTS


PROXY STATEMENT			1
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING			2
PROPOSAL 1. ELECTION OF DIRECTORS			6
NOMINEES FOR DIRECTOR			7
OTHER DIRECTOR			11
GOVERNANCE OF THE COMPANY			12
Governance Information			12
Our Governance Guidelines			12
Executive Sessions of Non-Management Directors			12
Communications with the Board of Directors			12
Director Independence			12
Criteria for Board Membership			13
Director Nominations by Stockholders			13
Board Leadership Structure and Role in Risk Oversight			14
Director Nominee Skill Matrix			14
Code of Business Conduct			15
Transactions with Related Persons			15
Stock Ownership Policies			16
Corporate Governance Information			16
Board and Committee Membership			16
Audit and Finance Committee			17
Compensation, Nominating & Governance Committee			18
Compensation, Nominating & Governance Committee Interlocks and Insider Participation

SEC Form DEF 14A filed by Centrus Energy Corp.