Standard Nuclear Inc.
11/12/2026 | Press release | Distributed by Public on 11/12/2026 06:06
Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)
Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the financial condition and results of operations of Standard Nuclear, Inc. ("the Company," "we," "us," and "our") should be read together with our Unaudited Condensed Consolidated Financial Statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and the related notes thereto for the year ended December 31, 2025, and the section entitled "Risk Factors," included in our Registration Statement on Form S-1 (File No. 333-296922), as amended. This discussion is intended to provide you with information that will assist you in understanding our consolidated financial statements, the changes in key items in those consolidated financial statements from period to period, and the primary factors that accounted for those changes. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to historical financial information, the following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 that reflect future plans, estimates, beliefs, and expected performance. These forward-looking statements are subject to known and unknown risks, uncertainties, and other factors, many of which may be outside the Company's control, that could cause our actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that might cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed under the heading "Risk Factors" in the Company's Registration Statement, as updated by the risk factors, if any, disclosed in Part II, Item 1A of this Quarterly Report on Form 10-Q and in our future filings with the SEC. These factors may not constitute all factors that could cause actual results to differ materially from those discussed in any forward-looking statement. Except as required by law, we assume no obligation to update any forward-looking statements publicly or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.
ADDITIONAL INFORMATION
The Company is subject to the reporting and information requirements of the Exchange Act and, as a result, is obligated to file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other reports and information with the SEC, as well as amendments to those reports. The Company makes these filings available free of charge through our website at https://www.standardnuclear.com as soon as reasonably practicable after such materials are filed with, or furnished to, the SEC. The Company also uses its website as a means of disclosing material non-public information and to comply with our disclosure requirements under Regulation FD. Information on our website does not constitute part of this Quarterly Report on Form 10-Q. In addition, the SEC maintains a website at www.sec.gov that contains reports, proxy, and information statements, and other information regarding issuers that file electronically.
The Company has adopted a Code of Business Conduct and Ethics (the "Code") that applies to all directors, officers and employees of the Company. This Code is available on the Company's website at https://www.standardnuclear.com. Any amendment to, or waiver of, this Code will be disclosed by the Company on this website.
Overview
Standard Nuclear, Inc. is a leading independent advanced nuclear fuel company and the only company in the United States with industrial-scale TRISO manufacturing facilities to date, based on our commercialized manufacturing capability supported by production-grade equipment, established processes, and facility infrastructure designed for sustained, high-throughput output and scalable expansion. We design, engineer, and manufacture advanced nuclear fuels with a primary focus on TRISO fuel that is utilized by Advanced Reactors, and we believe we are the only participant in the market that is currently positioned to be able to work with and develop fuel for any developer of an SMR, microreactor or other Advanced Reactor. As of the date of this
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Quarterly Report on Form 10-Q, we operate the only dedicated, privately funded, industrial scale TRISO production line in the U.S. and produced and shipped fuel for Advanced Reactor demonstrations scheduled for 2026, with additional TRISO production capacity expected to come online in February 2027.
We were incorporated on July 15, 2024, as an advanced nuclear fuel company focused on converting enriched uranium feedstock into highly engineered nuclear fuel products. Prior to our formation, we had no assets or operations.
Led by internationally recognized nuclear fuel expert Dr. Kurt Terrani, who serves as the Company's President and Chief Executive Officer, the Company's technical team leverages over 150 years of combined U.S. National Laboratory experience in the development, fabrication, and testing of advanced fuels, and many of the Company's technical team members have previously held critical leadership roles in the DOE's advanced gas reactor program, which established the modern TRISO fuel standard currently accepted by the NRC. We believe our elite technical team, which is capable of integrating the latest advancements in manufacturing, monitoring, and characterization technologies, together with our ownership and operation of facilities licensed for the large-scale manufacturing of TRISO-based fuels, makes us a leading nuclear fuel company capable of delivering advanced nuclear fuel to the growing industry.
We do not design, own or operate nuclear reactors. Instead, our nuclear fuel products are engineered to be compatible with a broad range of Advanced Reactor designs which use TRISO fuel, and can be used by reactor owners and operators, utilities, hyperscale data center operators, and domestic and international government entities that own or operate such reactors. We believe we are well positioned to capture a meaningful share of this market given our current and planned industrial-scale operating capacity, technology platform, secured licenses, and cost advantages derived from modular manufacturing architecture.
In addition, in general, we do not directly procure or source uranium for the nuclear fuel we manufacture. Our customers are generally responsible for procuring enriched uranium feedstock, which we then convert into nuclear fuel for our customers to use in their reactors for their various commercial needs. Our business model is based on long-term fuel supply arrangements under which our customers deliver feedstock to us and purchase finished fuel products, typically priced on a kgU basis and adjusted for enrichment level, final fuel form, and other specified requirements. We expect long-term unit economics to improve through automation, yield optimization, and replication of standardized fuel manufacturing modules that we have developed. We do not have direct commercial exposure to uranium price volatility, focusing instead on fabrication and fuel engineering services within the nuclear fuel value chain.
Fuel specifications are typically defined early in the reactor development process and require close coordination with our customers, resulting in structured commercial arrangements that may include Fuel Development Agreements and Fuel Sales Agreements with related non-refundable customer deposit arrangements entered into up to 24 months in advance of fuel delivery. In addition to the customer deposit payments required upon order, our Fuel Supply Agreements structure includes milestone-based payments throughout the process and, in certain cases, off ramp payments should a customer choose to cancel early. These payments are intended to support our engineering, qualification and production planning activities and we believe this commercial structure supports disciplined capacity planning and reduces demand uncertainty.
For the nine months ended September 30, 2026, we primarily generated revenue from the conduct of our nuclear fuel manufacturing operations at our initial Oak Ridge facility, consisting of deliveries of TRISO fuel and work performed for our customers under both fuel supply agreements and fuel development agreements. We also engaged in certain nuclear service support and consultation services, which did not generate any material revenue. For the nine months ended September 30, 2025, we primarily generated revenue from the conduct of our nuclear fuel manufacturing operations at our initial Oak Ridge facility, consisting of work performed for our customers under fuel development agreements and research and development projects performed for U.S. government agencies.
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We are designated as a prime contractor to the DOE under an OTA, supporting advanced fuel development and availability of advanced fuel supply for Advanced Reactors. See "Business - Government Regulation and Nuclear Materials Compliance - Nuclear Safety Regulation under the DOE" in our Registration Statement for additional information.
We participate in federal HALEU supply-chain programs and maintain Qualified Supplier List ("QSL") status with various commercial entities, federally funded research and development centers ("FFRDCs") and other government-related agencies, enabling direct engagement on development, demonstration, and deployment programs.
USNC Asset acquisition
On November 21, 2024, we entered into an asset purchase agreement with USNC to acquire specific nuclear fuel-related assets (the "USNC Assets"). USNC had filed for Chapter 11 bankruptcy protection in October 2024, and the assets were acquired through a Section 363 auction process under the U.S. Bankruptcy Code.
Under an Asset Purchase Agreement, we purchased the USNC Assets on an as-is, where-is basis, free and clear of all liens, claims, and encumbrances, other than certain specified liabilities that we agreed to assume as described below. The purchase was approved by the United States Bankruptcy Court for the District of Delaware on December 19, 2024, and the acquisition closed on December 27, 2024.
The USNC Assets primarily consisted of advanced nuclear fuel-related intellectual property and know-how, design documentation and process technology applicable to the development of TRISO and related advanced fuels, certain contracts, records, and engineering data associated with USNC's fuel development activities, and specified equipment, inventory, and related materials necessary for future production activities. The acquired assets support our strategy to develop, manufacture, and commercialize advanced nuclear fuel in the United States.
We only assumed limited and specific liabilities as a result of the acquisition of the USNC Assets, which was structured as an asset purchase and did not include the acquisition of, or assumption of the historical liabilities of, any entity. As a result, the only liabilities assumed by us as part of the asset acquisition were those that were specifically enumerated in the Asset Purchase Agreement and related schedules. The transaction was further structured to separate assets from obligations using two distinct contract categories:
•Assignable Contracts: We were under no obligation to take on any assignable contract and had the discretion to selectively assume only those contracts we deemed beneficial to benefit operation of the assets we purchased in the future. We chose to assume one contract related to the supply of industrial gases for our manufacturing operations, solely on a moving forward basis to support our manufacturing operations, which did not include the assumption of any material historical liabilities.
•Designated Contracts: The "Designated Contracts" described in the Asset Purchase Agreement were comprised of agreements determined by the parties to be of greater value in related to the purchased assets, consisting of those generating revenue, providing intellectual property rights, securing favorable partnerships, or securing critical feedstock. We pursued novation for the Designated Contracts that we selectively pursued for the benefit of our going-forward operation, which allowed us to establish new agreements for the Designated Contracts in our own name, without assuming any of USNC's prior obligations under such agreements. Further, any cure costs associated with the assignment or novation of the initial Designated Contracts were borne by the seller.
While the Assignable Contracts and Designated Contracts reflected agreements that, at the time, we believed could be useful to our future business, none of the Assignable Contracts or Designated Contracts assumed, entered into or novated by the Company is material to our ongoing business or included any assumed historical liabilities of USNC under the applicable agreements.
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As part of the acquisition, we also assumed the asset retirement obligations for the assets we acquired, but we did not assume any liabilities associated with USNC's prepetition indebtedness, historical litigation, taxes, contracts other than Assignable Contracts or Designated Contracts (and then only to the extent described above), or employee expenses.
At the time of acquisition, there were no operations or development efforts related to the USNC Assets, which had been idle during the USNC bankruptcy process. Prior to bankruptcy, USNC had only used the assets to conduct research and development activities with a goal to eventually produce fuel to the exact technical specifications of its own nuclear reactor. Following the acquisition, our research and development activities are focused on developing a different production process that aligns with our strategy. The USNC Assets were primarily comprised of in-process research and development assets used for the development of a specific TRISO fuel particle specification and fully ceramic microencapsulated fuel form, which were each specifically designed and engineered for application in the micro modular reactor that was under development by USNC prior to its insolvency.
As we are not a nuclear reactor developer and did not acquire USNC Assets for the development of our micro modular reactor, the specific TRISO fuel form and related manufacturing process developed by USNC was not usable by us or for any of our target customers at the time. However, given our strategy as a reactor-agnostic nuclear fuel manufacturer that is able to produce TRISO fuel to meet any given customer's specific needs and application, following the acquisition of the USNC Assets, which were originally developing a process for production of a specific fuel for a specific reactor end use, we further developed, modified and refined both the equipment and manufacturing processes we initially acquired to enable the modular manufacturing capability that advances our strategy of being able to produce a variety of TRISO-based fuel forms and specifications for a range of advanced nuclear power applications and customers. In addition, as part of the USNC bankruptcy proceedings, USNC's assets relating to the development of modular reactor technologies were acquired by Nano Nuclear Energy Inc. ("Nano"), which continues to develop such reactor assets for use with TRISO based advanced fuels. We have since entered into non-binding memorandum of understanding ("MOU") with Nano to consider arrangements pursuant to which we (including through our Joint Venture) would become a supplier of TRISO fuel to Nano for use in its reactor platforms.
We acquired the USNC Assets for a total cash purchase price of $32.9 million, paid at closing.
Recent Developments
IPO
On July 16, 2026, our Class A common stock began trading on the NYSE under the symbol "STDN". On July 17, 2026, we closed our IPO, in which we issued and sold of 10.0 million shares of Class A common stock at $15.00 per share, generating net proceeds of $137.4 million, after deducting underwriting discounts, commissions, and offering expenses. See Note 8, Stockholders' Equity, for additional information. Our capabilities position us at the fuel manufacturing layer of the nuclear value chain, supporting Advanced Reactor developers and end customers with scalable domestic fuel supply solutions. Our disciplined, repeatable and reliable manufacturing process converts enriched uranium feedstock into finished fuel products in accordance with nuclear-grade safety, quality, and regulatory frameworks.
Commencement of operations and government support
In August 2025, we were selected as a supplier for the DOE Office of Nuclear Energy's previously announced Fuel Line Pilot Program, and we entered into the OTA as a prime contractor to the DOE in September 2025 to build, operate, and commission advanced fuel fabrication facilities at our Oak Ridge facility and Idaho facility. Additionally, the Fuel Line Pilot Program also directly supports DOE's Reactor Pilot Program, which aimed to have at least three advanced reactor designs achieve criticality by July 4, 2026, a goal
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DOE announced was met in July 2026, and both pilot programs are intended to advance the implementation of executive orders designed to reform reactor testing and deploy nuclear technologies for national security.
In September 2025, we entered into the OTA with the DOE in an effort to bring privately funded advanced nuclear-fuel production infrastructure online in support of TRISO-fueled reactor demonstrations in 2026. Under the OTA, the Company transitioned key operational elements to be under DOE oversight, ensuring adherence to a rigorous regulatory framework. This enhanced oversight enabled a substantial increase in our TRISO fuel manufacturing throughput within our existing facilities.
In December 2025, we successfully received a shipment of HALEU feedstock at our facility in Oak Ridge, Tennessee. This shipment established us as the first company to both receive authorization by the DOE and to physically receive HALEU for production of advanced TRISO fuel, a key component for next-generation nuclear reactors.
Framatome Joint Venture
In September 2025, we established the Joint Venture with Framatome that operates the Richland SN-F Facility. The Richland SN-F Facility benefits from our modular equipment while leveraging Framatome's decades of experience in light-water reactor fuel production. By utilizing Framatome's existing infrastructure and commercial relationships, the Joint Venture can help integrate the Company into an established global value chain. In September 2024, Framatome, the 10 CFR Part 70 licensee for the Richland SN-F facility, submitted a license amendment request to the NRC for approval to amend Framatome's existing NRC license to permit the manufacturing of our advanced fuel products, including TRISO, at the Richland SN-F facility.
Following the NRC's July 2026 approval of a license amendment that authorizes TRISO fabrication at enrichments just under 10 weight percent U-235 at Framatome's Richland, Washington facility, the Company's joint venture with Framatome continued preparations to begin production of TRISO-based fuels at the site in 2027, with initial capacity of approximately one MTU annually, expandable to two MTU annually, incremental to the Company's wholly-owned production facilities.
Nuclear thermal propulsion fuel for NASA
The Company fabricates fuel for NASA pursuant to its contract with Battelle Energy Alliance, the operator of Idaho National Laboratory under NASA's Nuclear Thermal Propulsion ("NTP") program. Standard Nuclear delivered its first fuel kernels in the third quarter, with further deliveries scheduled. NTP relies on fuel engineered to withstand extreme core temperatures while transferring heat directly to a hydrogen propellant. Capable of unlocking long-duration and deep-space missions, NTP engines depend fundamentally on advanced fuels and high-temperature materials as the critical path to flight viability. The Company views the program as a foundational piece of its space nuclear fuel line, alongside its terrestrial TRISO business, and is supporting additional space reactor developers, programs, and initiatives.
Oklo, Inc. ("Oklo") Memorandum of Understanding
On April 13, 2026, we entered into a non-binding MOU with Oklo, an advanced nuclear technology company, to explore commercial collaboration on nuclear fuel recycling and advanced fuel manufacturing. The MOU aligns with recent White House executive orders aimed at accelerating U.S. nuclear energy deployment and establishing domestic supplies of critical nuclear materials and fuel. Under the MOU, the collaboration would focus on the supply of reprocessed uranium and uranium-transuranic material streams from used nuclear fuel, which could serve as feedstock for our TRISO fuel manufacturing.
In addition, the MOU establishes a framework for the companies to collaboratively explore the responsible use of U.S. surplus plutonium for advanced reactor fuel, following both companies' selection by the DOE for advanced negotiations under the Surplus Plutonium Utilization Program. The companies intend to evaluate
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opportunities to collaborate on shared facilities, licensing, packaging, and transportation to support secure, cost-effective conversion of surplus plutonium into advanced reactor fuel for clean, baseload electricity.
The MOU is generally non-binding, other than certain customary provisions relating to confidentiality and fees and expenses, among other things, and does not create any obligation on either party to enter into any definitive agreement or to consummate any transaction. There can be no assurance that the collaboration contemplated by the MOU will result in definitive agreements or generate revenue.
Surplus Plutonium Utilization Program
Negotiations with DOE under the Surplus Plutonium Utilization Program, for which the Company was selected in the second quarter, continued during the third quarter. The program makes designated surplus plutonium available to industry for conversion into advanced reactor fuel, and the Company, the only participant without a proprietary reactor program, expects to fabricate plutonium-based TRISO as an independent supplier to any advanced reactor developer using the material. Selection is for negotiation and does not constitute a contract award.
In addition, ARPA-E has selected the Company for approximately $7.0 million to develop mixed oxycarbide TRISO fuel incorporating recycled transuranic elements and uranium feedstocks, for high-temperature gas reactors. The project advances fabrication methods for incorporating recycled transuranic material (including plutonium) into TRISO particles, supporting scalable production of fuel from recycled nuclear materials and expanding the potential domestic supply of high-performance particle fuel.
First Commercial TRISO Delivery with HALEU Feedstock
In June 2026, we completed our first commercial delivery of approximately 100 lbs. (50 kgU) of TRISO fuel with HALEU feedstock to Radiant Industries, Inc. ("Radiant"), a leading developer of advanced nuclear technologies, at the National Reactor Innovation Center's Demonstration of Microreactor Experiments (DOME) facility located at Idaho National Laboratory. In the third quarter, the Company completed delivery of a full reactor core load of TRISO fuel for Radiant's Kaleidos microreactor, the first complete reactor core of commercially produced TRISO fuel supplied by an independent U.S. manufacturer. On October 29, 2026, Radiant announced that DOE approved the Kaleidos Documented Safety Analysis for full-power operation; DOE's readiness review, fueling and the test campaign come next..
Acquisition of Real Property
The Company also continued to expand its Oak Ridge campus. On July 21, 2026, Standard Property Holdings I, LLC completed the acquisition of real property located at 100 Europia Avenue, Oak Ridge, Tennessee, a 5.45-acre property with an approximately 51,000-square-foot building, consisting of land and an existing building, from 100 Heritage Center, LLC, an unaffiliated third party, for a contract purchase price of $5.5 million. The property adds space for non-radiological operations and brings the Company's Oak Ridge holdings to more than 50 acres, providing room for future production modules. The transaction was funded with cash on hand and was not financed with mortgage or other third-party debt. After giving effect to a $0.2 million earnest money deposit previously paid, the Company paid approximately $5.3 million in cash at closing.
Fuel Supply Agreement
On August 20, 2026, Radiant and the Company entered into a definitive fuel supply agreement for the supply of multi-metric tons of TRISO fuel, converting into definitive form a binding term sheet executed in May 2026, as amended, for the fabrication and delivery of HALEU TRISO fuel to be delivered through 2031. Because the binding term sheet was executed during the second quarter, the firm commitment and optional amounts were already reflected in Funded Backlog and Purchase Options Under Executed Contracts as of June 30, 2026, and the execution of the definitive agreement did not increase Total Contract Backlog.
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On August 26, 2026, we entered into a fuel supply agreement with Antares Nuclear, Inc. ("Antares") for the fabrication and delivery of one MTU (1,000 kgU) of HALEU TRISO fuel, with an option for Antares to purchase up to seven additional MTU (7,000 kgU). Antares is required to take delivery of the firm quantity by December 31, 2030. The option is exercisable in one MTU increments by written notice no later than December 31, 2027, with deliveries of exercised quantities beginning as early as 2028. If all seven optional MTU are exercised, the full eight MTU would be under firm commitment by December 31, 2027, and the agreement permits delivery of the full quantity on or before December 31, 2030. The agreement establishes contractual pricing for optional quantities, with fixed pricing through 2030 and a stated target price subject to a floor and ceiling thereafter. The agreement superseded a non-binding arrangement reflected in Unfunded Backlog as of June 30, 2026; giving effect to the agreement, the firm quantity is included in Funded Backlog and the optional quantities in Purchase Options Under Executed Contracts in the amounts presented as of September 30, 2026.
Trends and Key Factors Affecting Our Performance
Our results of operations, cash flows and capital requirements have been and are expected to continue to be affected by the timing of our facility commissioning and production ramp-up, the timing of customer program execution and revenue recognition, the availability of feedstock, the timing and level of government-supported program activity, and the pace at which we expand our manufacturing capabilities. Because we were incorporated in July 2024, acquired the USNC Assets in December 2024 and began initial revenue-generating activities in 2025, our historical results are not necessarily indicative of future performance.
Facility commissioning and production ramp-up
Our near-term growth depends on our ability to commission and expand operations at our Oak Ridge facility and our SN-ID facility and to bring additional manufacturing capacity online in accordance with our operating plan. The timing of facility readiness, throughput increases, process yields and workforce ramp-up will affect the timing of revenue generation, our operating costs and our margin profile. Delays in commissioning, lower-than-expected yields or slower-than-expected capacity expansion could defer revenue, increase costs and require additional capital.
On July 22, 2026, the Company announced construction was substantially complete for SN-TN and for SN-ID, two new identical facilities, each starting at up to one MTU per year and designed to scale to 2.5 MTU each, for a combined capacity of up to five MTU per year. All long-lead manufacturing-module equipment for both facilities has been procured and is in hand. At SN-TN, module installation is ongoing, with most long-lead module installation already complete. At SN-ID, module installation will follow. DOE has approved the Preliminary Documented Safety Analysis for both facilities. On November 6, 2026, the Company submitted the final Documented Safety Analysis for SN-TN; because the facilities are templated and replicable, the SN-ID submission follows the same construct and will be submitted shortly thereafter. The remaining steps are DOE's review of that submission and an Operational Readiness Review. Before authorization, the Company is able to run natural uranium through its modules, so it expects to begin HALEU TRISO production once it receives final authorization. Once fully authorized, both facilities are intended to operate as Hazard Category 2 nuclear facilities. The Company targets receiving DOE authorization to operate at both SN-TN and SN-ID in February 2027.
The Company's SN-0 facility in Oak Ridge produces TRISO fuel with capacity of up to 0.5 MTU annually. SN-0 operates at just above 25% of its 0.5 MTU annual capacity, reflecting the early stage of customer deliveries rather than any production constraint. Alongside TRISO production, SN-0 continues to carry the Company's fuel development work, which is how fuel development customers can progress toward fuel supply agreements, and the fabrication of other advanced fuel forms, which extends the Company's capabilities to additional opportunities.
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DOE OTA and government-supported development
As noted above, in September 2025, we entered into the OTA with the DOE to build, operate and commission advanced fuel fabrication facilities at our Oak Ridge and Idaho facilities. The timing and amount of funding, milestone achievement, required expenditures and any Company cost-share or other performance obligations under the OTA may materially affect our results of operations, liquidity and capital requirements. In addition, the OTA may be terminated by either party upon 30 days' written notice. Any modification, delay or termination of the OTA could adversely affect our operating plan and increase our liquidity needs, particularly to the extent we have incurred or committed expenditures in anticipation of program activity.
Regulatory approvals and facility readiness
Our business is subject to DOE and NRC regulatory requirements. The timing of regulatory approvals, license amendments and facility qualification activities, including those relating to our planned operations at the Richland SN-F facility, may affect when we are able to commence or expand revenue-generating activities. For example, currently, the primary constraint on our ability to further scale our production operations is obtaining the regulatory authorizations required to commission and operate additional production facilities and install incremental modular processing equipment, together with completion of associated safety reviews and operational approvals. While our existing Oak Ridge SN-0 pilot facility is authorized to possess and process meaningful quantities of enriched uranium feedstock, future capacity expansion is expected to occur principally through our other facilities. Delays in any such approvals or activities could increase pre-operating and compliance costs, delay revenue and increase our capital requirements.
From time to time, we pause production, or suspend certain process lines, operations or production activities at our facilities, to conduct scheduled maintenance, equipment inspections, repairs, upgrades and the installation of new equipment or infrastructure. We may also pause or reduce certain activities to conduct personnel training and qualification, implement procedure or process changes, perform physical inventory and material control and accounting activities, and complete other activities that support safe, compliant and reliable operations. Where practicable, we schedule these pauses in advance and coordinate them with our production plans and customer delivery commitments, and we seek to minimize their duration.
Feedstock availability
Our ability to perform under customer arrangements depends in part on the availability and timely receipt of enriched uranium feedstock from our customers, including HALEU where applicable. Although we received a shipment of HALEU feedstock in December 2025, future operations will continue to depend on customer procurement, supply availability, regulatory authorization and transportation of feedstock to us. Constraints or delays in feedstock availability could delay production, defer revenue recognition and reduce capacity utilization.
Customer programs, deposits and revenue timing
Our customer arrangements may include fuel development and fuel supply agreements, each of which may include milestone-based payments, and non-refundable deposits related to customers' fuel supply commitments. As a result, the timing of cash receipts may differ from the timing of revenue recognition, and our period-to-period results may fluctuate based on program timing, milestone achievement and delivery schedules. Our future operating results will also depend on the mix of revenue derived from our fuel development work, commercial fuel sales, specialty material supply arrangements and government-related projects, which may have different margin and working capital characteristics.
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Entry into new customer commitments and increased Total Contract Backlog
Total Contract Backlog grew to $577.2 million at September 30, 2026 from $241.5 million at June 30, 2026. Over the same period, Funded Backlog grew to $119.6 million from $61.9 million.
The growth reflects the conversion of previously disclosed Qualified Pipeline opportunities into executed contracts, together with the execution of definitive agreements against arrangements that were previously non-binding. The Company continues to pursue a Qualified Pipeline of prospective fuel orders under negotiation, directly and through its joint venture with Framatome.
At September 30, 2026, the Company's Qualified Pipeline of prospective fuel orders in active discussion is approximately $844.7 million, compared to approximately $986.3 million at June 30, 2026. Accordingly, the $141.6 million decrease in Qualified Pipeline reflects conversion of Qualified Pipeline opportunities into executed contracts rather than a reduction in prospective demand. Over the same period, Total Contract Backlog increased by $335.7 million. Together, Total Contract Backlog and Qualified Pipeline represent approximately $1.4 billion of the Company's estimated serviceable addressable market of $3.2 billion through 2030. The Qualified Pipeline is not included in Total Contract Backlog, and the serviceable addressable market estimate is inclusive of, and not incremental to, Total Contract Backlog and Qualified Pipeline. See also Recent Developments - Fuel Supply Agreement.
Future expansion and manufacturing economics
We expect our future performance to depend on our ability to improve throughput, yield and capacity utilization and to scale manufacturing efficiently. Our results may also be affected by expenditures associated with future expansion activities, including our planned Tennessee, Idaho and Richland-related operations. If we are unable to achieve expected operating efficiencies or if expansion activities are delayed or more costly than expected, our margins, cash flows and capital requirements could be adversely affected.
Components of Results of Operations
Revenue. For the nine months ended September 30, 2026, we primarily generated revenue from the conduct of our nuclear fuel manufacturing operations at our initial Oak Ridge facility, consisting of work performed for our customers under fuel supply agreements, fuel development agreements, and research and development projects performed for U.S. government agencies.
Cost of Revenue. We incur costs related to the services we provide for our customers. These costs include labor and other employee related costs, materials and certain consulting costs in support of these services.
General and Administrative costs. General and administrative costs primarily consist of personnel-related costs, including salaries, benefits, and share-based compensation costs, for executive leadership and employees in legal, finance, accounting, operations, human resources, information technology, and other administrative functions. In addition, these expenses include allocated facility costs and costs of consultants and advisors. General and administrative costs are expensed as incurred.
Research and Development expenses. Research and development expenses largely represent personnel and materials costs. Ongoing research and development costs are expensed as incurred. Development costs are recognized as assets when we can demonstrate technical feasibility and that the asset will generate probable future economic benefits. There were no research and development expenses in the nine months ended September 30, 2025.
Income Tax expense (benefit). The provision for income taxes represents income taxes for the current year plus the change in deferred taxes during the year. The Company has not recorded any income tax expense (benefit).
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Results of Operations
Amounts presented in this section are rounded to the nearest $0.1 million. Individual components may not sum to totals due to rounding.
For the three months ended September 30, 2026, our operational activity was primarily focused on work performed for our customers under fuel development agreements and scaling to meet our customers' demands for TRISO fuel. Our expenditures for the three months ended September 30, 2026, included, but were not limited to:
•General and administrative costs of $15.5 million primarily due to share-based compensation expense, third-party consulting fees and personnel costs.
•Cost of revenue of $4.2 million related to TRISO fuel produced and services provided to our customers.
•Share-based compensation expense of $9.5 million classified as General and administrative costs and $0.6 million classified as a Cost of revenue.
For the three months ended September 30, 2025, we were scaling our operation to meet the requirements of our new contracts with customers and U.S. government agencies. The expenditures for the three months ended September 30, 2025, include, but were not limited to:
•General and administrative costs equaling $1.8 million primarily due to personnel costs, legal and professional fees.
•Cost of revenue of $2.4 million primarily due to work performed on newly signed customer contracts.
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Comparison of Three Months Ended September 30, 2026 to Three Months Ended September 30, 2025
The following table sets forth the components of our Consolidated Statements of Operations for the three months ended September 30, 2026 and 2025:
|
Three Months Ended September 30, 2026 |
Three Months Ended September 30, 2025 |
|||||||||||||
| Product Revenue | $ | 3,718,831 | $ | - | ||||||||||
| Service Revenue | 2,245,648 | 875,299 | ||||||||||||
| Total Revenue | 5,964,479 | 875,299 | ||||||||||||
|
Cost of Revenue
|
4,159,021 | 2,354,082 | ||||||||||||
| Gross Profit (Loss) | 1,805,458 | (1,478,783) | ||||||||||||
|
General and administrative costs
|
15,455,168 | 1,766,051 | ||||||||||||
| Research and development expenses | 1,418,748 | - | ||||||||||||
|
Loss from operations
|
(15,068,458) | (3,244,834) | ||||||||||||
|
Other expense (income):
|
||||||||||||||
|
Interest income
|
(2,002,174) | - | ||||||||||||
| Other income | (2,806) | - | ||||||||||||
|
Loss before income tax benefit
|
(13,063,478) | (3,244,834) | ||||||||||||
|
Income tax benefit
|
- | - | ||||||||||||
|
Net loss
|
$ | (13,063,478) | $ | (3,244,834) | ||||||||||
|
Weighted average common shares outstanding - basic and diluted
|
134,924,112 | 28,000,000 | ||||||||||||
|
Basic and diluted net loss per share
|
$ | (0.10) | $ | (0.12) | ||||||||||
Revenue
Revenue increased to $6.0 million for the three months ended September 30, 2026, compared to $0.9 million for the three months ended September 30, 2025. The $5.1 million increase in revenue reflects $3.7 million of product revenue primarily related to deliveries of TRISO under one fuel supply agreement, and a $1.4 million increase in work performed under fuel development contracts and research and development projects performed for U.S. government agencies. See also Note 2 - Revenue Recognition, in our Consolidated Financial Statements for additional discussion.
Cost of Revenue
Cost of revenue increased to $4.2 million for the three months ended September 30, 2026, compared to $2.4 million for the three months ended September 30, 2025. The increase reflects the scale-up of production operations at SN-0 as the Company qualified processes and manufactured its first commercial reactor core. The $1.8 million increase was primarily attributable to a $1.2 million increase in engineering and related consulting fees and a $0.5 million increase in payroll and related benefit costs, offset by a $0.1 million decrease in production supplies and facility-related costs. The decrease in production supplies and facility-related costs includes a $0.5 million out-of-period adjustment that reduced depreciation expense for certain machinery and equipment at the Company's Idaho and Tennessee facilities that had not yet been placed in service. The remaining increase was comprised of a number of individually smaller items, the largest of which was an increase in software and technology costs.
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Gross Profit (Loss)
Gross profit was $1.8 million for the three months ended September 30, 2026, compared to a gross loss of $1.5 million for the three months ended September 30, 2025. This marked the Company's second quarter of gross profit, reflecting its first commercial product deliveries.
General and Administrative Costs
General and administrative costs increased to $15.5 million for the three months ended September 30, 2026, compared to $1.8 million for the three months ended September 30, 2025. The $13.7 million increase was primarily attributable to a $9.0 million increase in share-based compensation expense and a $3.5 million increase in payroll and related benefit costs. The remaining increase was comprised of a number of individually smaller items, the largest of which was an increase in business insurance expense. These increases reflect the build-out of the internal infrastructure required to operate as a public company, including the addition of finance, accounting, legal and compliance capability, incurred in advance of scalable commercial deployment.
Research and Development Expenses
Research and development expenses were $1.4 million for the three months ended September 30, 2026, compared to no research and development expenses for the three months ended September 30, 2025. The expenses consist of internal labor and process engineering work to establish and qualify the manufacturing processes required to bring SN-TN and SN-ID into commercial production, including the preparation of the facilities' licensing and authorization deliverables required under the Company's OTA with the Department. This work supported the Department's approval of the Preliminary Documented Safety Analysis for both facilities and the commencement of Final Documented Safety Analysis preparation at each site, ahead of the Department's readiness review. This investment underpins the Company's templated and replicable facility model, which is designed to bring a standard production facility online in approximately 11 months and to reduce the time and cost of each subsequent increment of capacity.
Loss from Operations
Loss from operations was $15.1 million for the three months ended September 30, 2026, compared to $3.2 million for the three months ended September 30, 2025. The $11.8 million change reflects $15.1 million of incremental general and administrative costs and research and development expenses, consisting of the public company infrastructure build-out and the process qualification work required to authorize SN-TN and SN-ID, and a $1.8 million increase in cost of revenue, partially offset by a $5.1 million increase in revenue. This spending was incurred ahead of the production revenue the two new facilities are expected to generate upon receipt of an authorization to operate.
Other Expense (Income)
The Company recorded net other income of $2.0 million for the three months ended September 30, 2026, which is attributable to interest income, driven by the Company's net proceeds from its July 2026 IPO. Net other expense was insignificant for the three months ended September 30, 2025.
Income Tax Benefit
The Company recorded no income tax benefit or expense for three months ended September 30, 2026 and the three months ended September 30, 2025.
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Net Loss and Net Loss per Share
Net loss was $13.1 million, or $(0.10) per share, for the three months ended September 30, 2026, compared to $3.2 million, or $(0.12) per share, for the three months ended September 30, 2025, an increase of $9.8 million. The increase reflects a $13.7 million increase in general and administrative costs, $1.4 million of research and development expenses and a $1.8 million increase in cost of revenue, partially offset by a $5.1 million increase in revenue and a $2.0 million favorable change in other income, net.
Per share amounts are based on weighted average shares outstanding of 134,924,112 for the three months ended September 30, 2026, which mostly reflect the Company's post-IPO capital structure. In connection with the IPO, all outstanding shares of preferred stock converted into common stock, and the Company issued 10.0 million shares of Class A common stock in the offering. As a result, approximately 154.3 million shares of common stock were outstanding following the offering. Per share amounts for periods presented are therefore not comparable to periods following the offering.
Comparison of Nine Months Ended September 30, 2026 to Nine Months Ended September 30, 2025
The following table sets forth the components of our Consolidated Statements of Operations for the nine months ended September 30, 2026 and 2025:
|
Nine Months Ended September 30, 2026 |
Nine Months Ended September 30, 2025 |
|||||||||||||
| Product Revenue | $ | 6,820,572 | $ | - | ||||||||||
| Service Revenue | 4,473,500 | 1,806,163 | ||||||||||||
| Total Revenue | 11,294,072 | 1,806,163 | ||||||||||||
| Cost of Revenue | 10,717,824 | 4,697,484 | ||||||||||||
| Gross Profit (Loss) | 576,248 | (2,891,321) | ||||||||||||
| General and administrative costs | 24,807,793 | 3,404,781 | ||||||||||||
| Research and development expenses | 3,376,643 | - | ||||||||||||
| Loss from operations | (27,608,188) | (6,296,102) | ||||||||||||
| Other expense (income): | ||||||||||||||
| Increase in fair value of SAFE Notes | - | 7,725,000 | ||||||||||||
| Gain on extinguishment of debt | - | (853,000) | ||||||||||||
| Interest income | (3,409,168) | - | ||||||||||||
| Other income | (2,806) | (9,542) | ||||||||||||
| Loss before income tax benefit | (24,196,214) | (13,158,560) | ||||||||||||
| Income tax benefit | - | - | ||||||||||||
| Net loss | (24,196,214) | (13,158,560) | ||||||||||||
|
Weighted average common shares outstanding - basic and diluted
|
64,033,612 | 28,000,000 | ||||||||||||
|
Basic and diluted net loss per share
|
$ | (0.38) | $ | (0.47) | ||||||||||
Revenue
Revenue increased to $11.3 million for the nine months ended September 30, 2026, compared to $1.8 million for the nine months ended September 30, 2025. The $9.5 million increase in Revenue was primarily related to product revenue related to deliveries of TRISO under one fuel supply agreement, including the Company's first commercial delivery, and a $2.7 million increase in work performed under customer fuel
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development contracts and projects performed for U.S. government agencies. See also Note 2 - Revenue Recognition, in our Consolidated Financial Statements for additional discussion.
Cost of Revenue
Cost of revenue increased to $10.7 million for the nine months ended September 30, 2026, compared to $4.7 million for the nine months ended September 30, 2025. The increase in cost of revenue was driven by growth in the Company's business operations reflecting the scale-up of production operations as the Company qualified processes and manufactured its first commercial reactor core. The $6.0 million increase was primarily attributable to a $1.7 million increase in production supplies and facility-related costs, $1.7 million increase in engineering and related consulting fees, $1.3 million increase in payroll and related benefit costs, and a $1.1 million increase in share-based compensation expense. The increase in production supplies and facility-related costs is net of a $0.5 million out-of-period adjustment that reduced depreciation expense for certain machinery and equipment at the Company's Idaho and Tennessee facilities that had not yet been placed in service. The remaining increase was comprised of a number of individually smaller items.
Gross Profit (Loss)
Gross profit was $0.6 million for the nine months ended September 30, 2026, compared to a gross loss of $2.9 million for the nine months ended September 30, 2025. Gross profit for the nine months ended September 30, 2026 includes first quarter costs for process qualification and production scale-up, without corresponding commercial product deliveries.
General and Administrative Costs
General and administrative costs increased to $24.8 million for the nine months ended September 30, 2026, compared to $3.4 million for the nine months ended September 30, 2025. The $21.4 million increase was primarily attributable to a $11.6 million increase in share-based compensation expense, a $5.5 million increase in payroll and related employee benefit costs, a $2.6 million increase in third-party consulting fees related to the Company's transition to a public company, and a $1.6 million increase in other costs, including franchise and other taxes, marketing, information technology, travel, investor relations, and business development. These increases reflect the build-out of the internal infrastructure required to operate as a public company across the finance, accounting, legal and compliance functions, incurred in advance of scalable commercial deployment.
Research and Development Expenses
Research and development expenses were $3.4 million for the nine months ended September 30, 2026, compared to no research and development expenses for the nine months ended September 30, 2025. The expense reflects investment in establishing and qualifying the manufacturing processes required to bring SN-TN and SN-ID into commercial production, including internal labor incurred in preparing the facility licensing and authorization deliverables required under the Company's OTA with the Department. This investment underpins the Company's templated and replicable facility model, which is designed to bring a standard production facility online in approximately 11 months.
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Loss from Operations
Loss from operations was $27.6 million for the nine months ended September 30, 2026, compared to $6.3 million for the nine months ended September 30, 2025. The $21.3 million increase was primarily attributable to a $21.4 million increase in general and administrative costs, $6.0 million increase in cost of revenue, and $3.4 million of research and development expenses, partially offset by a $9.5 million increase in revenue. These costs reflect the scale-up of production operations at SN-0 in support of the Company's first commercial deliveries, the process qualification work required to authorize SN-TN and SN-ID, and the build-out of public company infrastructure, each incurred ahead of the production revenue the Company's new facilities are expected to generate.
Other Expense (Income)
The Company recorded net other income of $3.4 million for the nine months ended September 30, 2026, which is primarily attributable to interest income, driven by the Company's net proceeds from its July 2026 IPO. Net other expense was $6.9 million for the nine months ended September 30, 2025, primarily attributable to the $7.7 million increase in the fair value of the SAFE Notes, partially offset by a $0.9 million gain on extinguishment of debt.
Income Tax Benefit
The Company recorded no income tax benefit or expense for the nine months ended September 30, 2026 and the nine months ended September 30, 2025.
Net Loss and Net Loss per Share
Net loss was $24.2 million, or $(0.38) per share, for the nine months ended September 30, 2026, compared to $13.2 million, or $(0.47) per share, for the nine months ended September 30, 2025, an increase of $11.0 million. The increase in net loss reflects a $21.3 million increase in loss from operations, driven by higher cost of revenue, general and administrative costs, and research and development expenses, partially offset by a $10.3 million favorable change in other income (expense), net, attributable to non-operating charges recognized in the prior-year period that did not recur.
Per share amounts are based on weighted average shares outstanding of 64,033,612 for the nine months ended September 30, 2026, which reflect the impact of the Company's IPO and are not comparable to periods following the IPO, after which approximately 154.3 million shares of common stock were outstanding.
Non-GAAP Financial Measures
In assessing the performance of our business, we use non-GAAP financial measures that are derived from our consolidated financial statements prepared in accordance with GAAP. We consider these non-GAAP financial measures to be useful metrics for management and investors to facilitate operating performance comparisons from period to period by excluding non-cash share-based compensation expense, the amount of which depends on the timing of equity awards and the price of our common stock rather than on the operating activity of the period. We use these non-GAAP measures for business planning purposes, in measuring our performance relative to that of our peers, and to help investors understand the nature of our growth. We recognize that these non-GAAP financial measures may be calculated differently by other companies and may be used for different purposes, thereby affecting their comparability from company to company.
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In connection with our initial public offering in July 2026, we granted RSUs to our executive officers, directors and employees, and a portion of certain awards vested upon closing of the offering. These awards were granted in connection with a single event, the IPO; however, the related expense will continue to be recognized over the awards' remaining vesting periods and will be reflected in our results in future periods. Adjusted gross profit, adjusted gross margin, adjusted general and administrative costs and adjusted operating loss excluding IPO-award share-based compensation remove this expense; the same measures excluding all share-based compensation also remove the expense on all other awards. Adjusted gross margin is adjusted gross profit divided by revenue. The amounts excluded, by income statement line item, are shown in the supplemental table. These measures are not prepared in accordance with GAAP, should not be considered in isolation or as a substitute for the most directly comparable GAAP measures, and should be read with the reconciliations below.
Reconciliation of GAAP to Non-GAAP Measures
The following table reconciles adjusted gross profit, adjusted gross margin, adjusted general and administrative costs and adjusted operating loss, each excluding all share-based compensation, to gross profit, gross margin, general and administrative costs and operating loss, the most directly comparable GAAP measures, for the three and nine months ended September 30, 2026 and 2025.
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| Standard Nuclear, Inc. | ||||||||||||||||||||||||||
| Reconciliation of GAAP to Non-GAAP Measures (Unaudited) | ||||||||||||||||||||||||||
|
Three Months Ended September 30, 2026 |
Three Months Ended September 30, 2025 |
Nine Months Ended September 30, 2026 |
Nine Months Ended September 30, 2025 |
|||||||||||||||||||||||
| Revenue | $ | 5,964,479 | $ | 875,299 | $ | 11,294,072 | $ | 1,806,163 | ||||||||||||||||||
| Cost of revenue | 4,159,021 | 2,354,082 | 10,717,824 | 4,697,484 | ||||||||||||||||||||||
| Gross profit (loss) | 1,805,458 | (1,478,783) | 576,248 | (2,891,321) | ||||||||||||||||||||||
| Gross margin % | 30 | % | (169) | % | 5 | % | (160) | % | ||||||||||||||||||
| General and administrative costs | 15,455,168 | 1,766,051 | 24,807,793 | 3,404,781 | ||||||||||||||||||||||
| Research and development | 1,418,748 | - | 3,376,643 | - | ||||||||||||||||||||||
| Operating loss | $ | (15,068,458) | $ | (3,244,834) | $ | (27,608,188) | $ | (6,296,102) | ||||||||||||||||||
| Reconciliation of GAAP to non-GAAP measures | ||||||||||||||||||||||||||
| Gross profit (loss) (GAAP) | $ | 1,805,458 | $ | (1,478,783) | $ | 576,248 | $ | (2,891,321) | ||||||||||||||||||
| Add: share-based compensation in cost of revenue - IPO awards | 114,596 | - | 117,927 | - | ||||||||||||||||||||||
| Adjusted gross profit (loss), excluding IPO-award share-based compensation | $ | 1,920,054 | $ | (1,478,783) | $ | 694,175 | $ | (2,891,321) | ||||||||||||||||||
| Adjusted gross margin % | 32 | % | (169) | % | 6 | % | (160) | % | ||||||||||||||||||
| Add: share-based compensation in cost of revenue - other awards | 454,549 | 361,367 | 1,401,853 | 441,671 | ||||||||||||||||||||||
| Adjusted gross profit (loss), excluding all share-based compensation | $ | 2,374,603 | $ | (1,117,416) | $ | 2,096,028 | $ | (2,449,650) | ||||||||||||||||||
| Adjusted gross margin % | 40 | % | (128) | % | 19 | % | (136) | % | ||||||||||||||||||
| General and administrative costs (GAAP) | $ | 15,455,168 | $ | 1,766,051 | $ | 24,807,793 | $ | 3,404,781 | ||||||||||||||||||
| Less: share-based compensation in general and administrative costs - IPO awards | (7,718,776) | - | (7,729,945) | - | ||||||||||||||||||||||
| Adjusted general and administrative costs, excluding IPO-award share-based compensation | 7,736,392 | 1,766,051 | 17,077,848 | 3,404,781 | ||||||||||||||||||||||
| Less: share-based compensation in general and administrative costs - other awards | (1,738,515) | (429,290) | (4,434,213) | (524,688) | ||||||||||||||||||||||
| Adjusted general and administrative costs, excluding all share-based compensation | $ | 5,997,877 | $ | 1,336,761 | $ | 12,643,635 | $ | 2,880,093 | ||||||||||||||||||
| Operating loss (GAAP) | $ | (15,068,458) | $ | (3,244,834) | $ | (27,608,188) | $ | (6,296,102) | ||||||||||||||||||
| Add: share-based compensation - IPO awards | 7,867,220 | - | 7,881,720 | - | ||||||||||||||||||||||
| Adjusted operating loss, excluding IPO-award share-based compensation | (7,201,238) | (3,244,834) | (19,726,468) | (6,296,102) | ||||||||||||||||||||||
| Add: share-based compensation - other awards | 2,408,367 | 790,657 | 6,051,369 | 966,359 | ||||||||||||||||||||||
| Adjusted operating loss, excluding all share-based compensation | $ | (4,792,871) | $ | (2,454,177) | $ | (13,675,099) | $ | (5,329,743) | ||||||||||||||||||
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Supplemental - Share-Based Compensation Included in GAAP Results
The following tables present share-based compensation expense for the three and nine months ended September 30, 2026 and 2025, recognized in our GAAP results by income statement line item, distinguishing between awards granted in connection with the IPO and all other awards. Share-based compensation capitalized to property and equipment is presented as a supplemental disclosure; it is not included in operating results and is not an adjustment to any non-GAAP measure.
|
Three Months Ended September 30, 2026 |
Three Months Ended September 30, 2025 |
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| IPO awards | Other awards | Total | IPO awards | Other awards | Total | |||||||||||||||||||||||||||||||||
| Cost of revenue | $ | 114,596 | $ | 454,549 | $ | 569,145 | $ | - | $ | 361,367 | $ | 361,367 | ||||||||||||||||||||||||||
| General and administrative costs | 7,718,776 | 1,738,515 | 9,457,291 | - | 429,290 | 429,290 | ||||||||||||||||||||||||||||||||
| Research and development expenses | 33,848 | 215,303 | 249,151 | - | - | - | ||||||||||||||||||||||||||||||||
| Total share-based compensation in operating expenses | $ | 7,867,220 | $ | 2,408,367 | $ | 10,275,587 | $ | - | $ | 790,657 | $ | 790,657 | ||||||||||||||||||||||||||
| Supplemental disclosure: share-based compensation capitalized to Property and Equipment (not included in the Statements of Operations) | $ | 45,204 | $ | 113,955 | $ | 159,159 | $ | - | $ | - | $ | - | ||||||||||||||||||||||||||
|
Nine Months Ended September 30, 2026 |
Nine Months Ended September 30, 2025 |
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| IPO awards | Other awards | Total | IPO awards | Other awards | Total | |||||||||||||||||||||||||||||||||
| Cost of revenue | $ | 117,927 | $ | 1,401,853 | $ | 1,519,780 | $ | - | $ | 441,671 | $ | 441,671 | ||||||||||||||||||||||||||
| General and administrative costs | 7,729,945 | 4,434,213 | 12,164,158 | - | 524,688 | 524,688 | ||||||||||||||||||||||||||||||||
| Research and development expenses | 33,848 | 215,303 | 249,151 | - | - | - | ||||||||||||||||||||||||||||||||
| Total share-based compensation in operating expenses | $ | 7,881,720 | $ | 6,051,369 | $ | 13,933,089 | $ | - | $ | 966,359 | $ | 966,359 | ||||||||||||||||||||||||||
| Supplemental disclosure: share-based compensation capitalized to Property and Equipment (not included in the Statements of Operations) | $ | 45,204 | $ | 113,955 | $ | 159,159 | $ | - | $ | - | $ | - | ||||||||||||||||||||||||||
Key Performance Indicators
In managing our business, our management regularly reviews certain Key Performance Indicators ("KPIs"), to evaluate our operations, guide decision-making, and measure progress. We utilize a variety of operational metrics to understand growth and ultimately drive profitability.
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• Total Contract Backlog:
•Funded Backlog represents contracted fuel sales under binding commitments or agreements with firm delivery obligations, providing direct visibility into near-term revenue. Funded Backlog is presented net of revenue recognized and is reduced as the Company performs and delivers under its contracts.
•Purchase Options under Executed Contracts represents contractually granted but unexercised customer options. Exercise is at the sole discretion of the customer, and these amounts are not reflected in the Company's financial statements until exercised.
•Unfunded Backlog represents the dollar value of intended fuel sales under memoranda of understanding, non-binding framework agreements or non-binding term sheets, and letters of intent. Certain Unfunded Backlog is associated with Fuel Development Agreements that include nominal deposits to reserve production queue position.
•Qualified Pipeline represents vetted potential sales opportunities not yet subject to executed agreements. These represent non-binding indications of interest and remain subject to negotiation of commercial terms and other conditions. Qualified Pipeline is not included in Total Contract Backlog.
• Fuel/TRISO Production Capacity
•Throughput capacity. We report on both (i) Module Throughput Capacity and (ii) Building Throughput Capacity. Module Throughput Capacity represents the annualized TRISO fuel throughput production capacity (in MTU/yr) for which production lines are installed and available for commercial production at any of our nuclear fuel manufacturing facilities. We also report Building Throughput Capacity, which represents the maximum annualized TRISO fuel throughput production capacity (in MTU/yr) that our existing constructed facilities could accommodate if all available modular production line positions within such facilities were installed and operational, based on our current process yield.
•Process yield %. Process yield is measured and reported across our overall manufacturing process that comprises a series of batch process steps and reflects realizable throughput from each individual processing cycle for our TRISO fuel. Our manufacturing process is designed to recycle substantially all intermediate material that does not meet specification at any given stage of a processing cycle, to recover the input feedstock, which is then processed through additional cycles until it meets specification. As such, the feedstock enriched uranium input is expected to be substantially fully converted to finished TRISO fuel output over the course of the overall production cycle, with minimal material waste. Process yield is a key operating KPI for any TRISO production line and ultimately drives cost per kgU of fuel produced and effective throughput production capacity.
• Regulatory Milestones:
• Nuclear Facility License status. Represents authorization status for each of our nuclear facilities that may be under DOE (10 CFR Part 830) or NRC (10 CFR Part 70) jurisdiction to possess and process special nuclear material ("SNM") that will be low enriched uranium ( < 20% U-235). These will include either application status (i.e., in preparation or in progress for each stage of the license) or authorization approved.
• Fuel Transportation Package License Status. This metric represents the status of open matters and review schedules under each regulatory docket applicable to packaging and transportation of SNM. While our core business is processing enriched uranium feedstock into advanced fuel, transportation of the feedstock and finished fuel form to and away from our nuclear facilities is an essential process. We track docket status for this specific area in addition to the license status for our nuclear facilities to maintain visibility into regulatory friction, potential delays, and expected timeline for resolution of pending matters that could affect receipt of feedstock or delivery of fuel to customers.
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The table below summarizes Total Contract Backlog and Qualified Pipeline:
| ($ in millions) | March 31, 2026 | June 30, 2026 | September 30, 2026 | |||||||||||||||||
| Funded Backlog | $ | 8.2 | $ | 61.9 | $ | 119.6 | ||||||||||||||
| Purchase Options under Executed Contracts | - | 156.5 | 443.5 | |||||||||||||||||
| Unfunded Backlog | 83.1 | 23.1 | 14.1 | |||||||||||||||||
| Total Contract Backlog | $ | 91.3 | $ | 241.5 | $ | 577.2 | ||||||||||||||
| Qualified Pipeline | 573.0 | 986.3 | 844.7 | |||||||||||||||||
| Total Contract Backlog and Qualified Pipeline | $ | 664.3 | $ | 1,227.8 | $ | 1,421.9 | ||||||||||||||
The table below details our Production Capacity as of September 30, 2026:
| Fuel/TRISO Production Capacity | ||||||||
| Module Throughput Capacity |
0.5 MTU/y(1)
|
|||||||
| Building Throughput Capacity |
5.5 MTU/y(2)
|
|||||||
| Process Yield % |
63.3(3)
|
|||||||
(1) Reflects the current authorized and operational throughput capacity of the Oak Ridge SN-0 facility, which is operational today under DOE authorization and supports the Company's current commercial fuel manufacturing activities.
(2) Reflects 0.5 MTU of throughput capacity at SN-0 (operational) plus 2.5 MTU of maximum throughput capacity at each of the Oak Ridge SN-TN and Idaho SN-ID facilities. Building Throughput Capacity for any facility represents the total anticipated throughput capacity of the modular production lines the facility's physical footprint can accommodate, not lines currently installed.
(3) Process Yield % reflects a comprehensive, blended yield across the Company's overall TRISO manufacturing process, which is comprised of multiple discrete processing steps. Yield performance varies by step; for example, the Company's TRISO coating step currently achieves a yield of approximately 95%-97%.
Regulatory Milestones - Nuclear Facility License Status
| Project | Licensor | Licensee | License Pathway | License Status | Target Approval | ||||||||||||
| SN-0 | DOE | SN | 10 CFR Part 830 | Operational | - | ||||||||||||
| SN-TN | DOE | SN | 10 CFR Part 830 | Final DSA submitted November 6, 2026 | February 28, 2027 | ||||||||||||
| SN-ID | DOE | SN | 10 CFR Part 830 | Final DSA to be submitted shortly after SN-TN | February 28, 2027 | ||||||||||||
| SN-F | NRC | Framatome | 10 CFR Part 70 (LAR) | Approved | - | ||||||||||||
| SN-TN and SN-ID Transition (DOE to NRC) | NRC | SN | 10 CFR Part 70 | Pre-application engagement under way | - | ||||||||||||
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Regulatory Milestones - Fuel Transportation Package License Status
| Project | Licensor | Licensee | License Pathway | Docket Status | Target Approval | ||||||||||||
| SNFC (Standard Nuclear Fuel Container) | NRC | SN | 10CFR71 | In progress | Q4 2028 | ||||||||||||
| SFFC (Standard Nuclear Fresh Fuel Container) | NRC | SN | 10CFR71 | In progress | Q1 2029 | ||||||||||||
Liquidity and Capital Resources
As of September 30, 2026 and December 31, 2025, we had cash and cash equivalents of $223.1 million and $63.1 million, respectively. Since inception, we have financed our operations primarily through equity financings, issuance of SAFE Notes, customer payments under fuel development and fuel supply agreements. Our principal uses of cash have been the continuing build-out and commissioning of our Oak Ridge and Idaho facilities, personnel-related costs, professional fees and other general corporate expenditures.
We are in the early stages of commercializing our advanced nuclear fuel manufacturing platform, and our historical operating losses and cash flows are not necessarily indicative of future cash requirements. Our future liquidity needs will depend on, among other things, the pace of commissioning and scaling our Oak Ridge facility, the timing and amount of expenditures for our Oak Ridge SN-TN and Idaho facilities under the DOE OTA, the timing of any capital contributions or other funding obligations associated with the Joint Venture and the Richland SN-F Facility, the level and timing of customer deposits, milestone payments under fuel development, and payments under fuel sales agreements, the pace of hiring and related payroll costs, regulatory and compliance expenditures, capital expenditures for manufacturing equipment and facility improvements, and the timing of revenue generation from commercial and government programs.
Short-Term Liquidity
We believe that our existing cash and cash equivalents, together with expected cash receipts from customer deposits, milestone-based payments under existing commercial arrangements, revenue from operations, together with the net proceeds from our IPO completed in July 2026, will be sufficient to meet our known material cash requirements for at least the next 12 months. This assessment is based on our current operating plan, which includes continued commissioning and throughput expansion at our facilities, ongoing hiring to support manufacturing, engineering, quality, regulatory and administrative functions, continued research and development activities, and expenditures associated with our obligations under the DOE OTA.
Our expected short-term material cash requirements primarily consist of:
•operating expenditures required to support our existing Oak Ridge operations, including payroll and related personnel costs, materials, utilities, occupancy, insurance, and professional fees;
•capital expenditures for facility commissioning, manufacturing equipment, process modules and related infrastructure at our facilities;
•expenditures to advance our Oak Ridge SN-TN and Idaho facilities under the DOE OTA;
•potential capital contributions or other funding obligations associated with the Joint Venture;
•regulatory, safety, quality assurance and compliance expenditures required to maintain and expand operations in regulated nuclear environments;
•payments associated with purchase commitments and other contractual arrangements, to the extent applicable;
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•expenditures associated with customer program execution, including engineering, qualification, development and production planning activities; and
•working capital needs, including the timing of receivables, equipment, payables, customer deposits and milestone payments.
As of September 30, 2026, we did not have any committed revolving credit facilities or other committed third-party debt financing arrangements. We had no unused committed sources of liquidity as of September 30, 2026.
Long-Term Liquidity
Beyond the next 12 months, our liquidity requirements will depend largely on the timing and scale of our expansion activities and commercialization efforts. We expect to continue to incur significant expenditures as we expand annual TRISO production capacity, including investments in manufacturing modules and facility infrastructure, additional hiring, qualification and regulatory activities, and potential funding obligations related to the Richland SN-F Facility and our other planned facilities. We continue to explore opportunities to invest in research and development and process optimization to support customer programs and broader commercialization of our nuclear fuel products.
We may require additional capital to support our long-term growth strategy, including expansion of our Oak Ridge and Idaho operations, development of additional manufacturing capability, and support for future commercial fuel delivery obligations. Our ability to meet these longer-term liquidity needs will depend on our ability to generate cash from operations, continue to obtain customer deposits and milestone payments under commercial agreements, and, if needed, access the capital markets or other financing sources on acceptable terms. There can be no assurance that additional capital will be available when needed or on terms acceptable to us.
Material Cash Requirements
Our material cash requirements as of September 30, 2026 include both contractual and other obligations arising in the ordinary course of business and through the execution of our growth strategy. These requirements include:
•expenditures to commission, operate and expand our Oak Ridge facility;
•expenditures to build, operate and commission the facilities contemplated by the DOE OTA, including our Oak Ridge SN-TN and Idaho facilities;
•potential capital contributions, equipment commitments or other funding obligations associated with the Joint Venture and the Richland SN-F Facility;
•lease payments and other facility-related commitments;
•purchase obligations for equipment, specialized materials, services and infrastructure necessary to support current and planned manufacturing capacity;
•payroll and related personnel costs associated with the expansion of our workforce;
•regulatory, quality assurance, environmental, health and safety and other compliance-related expenditures;
•obligations associated with our asset retirement obligations; and
•working capital requirements associated with the execution of fuel development agreements, fuel sales agreements and government-related projects.
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Sources of Liquidity
Our primary internal sources of liquidity are cash on hand, cash generated from operating activities, customer deposits and milestone payments under our commercial agreements, and cash receipts generated from government and commercial project work. Our customer arrangements are structured to include deposits upon order, milestone-based payments during execution and, in some instances, penalty payments for early cancellation, which we believe support disciplined capacity planning and reduce demand uncertainty.
Our primary external sources of liquidity have been proceeds from our IPO, as well as proceeds from the issuance of SAFE Notes and preferred stock financings. In July 2026, we completed our IPO, generating net proceeds of approximately $137.4 million, after deducting underwriting discounts, commissions, and offering expenses. During the fourth quarter of 2024, we raised $33.5 million in gross proceeds through SAFE Notes. In February 2025, we completed our Series Seed preferred stock financing, generating gross proceeds of approximately $10.0 million, and our outstanding SAFE Notes converted into Series Seed-1 preferred stock in connection with that financing. In August 2025, we completed our Series A preferred stock financing, generating gross proceeds of approximately $70.0 million. In January 2026, we completed our Series A-2 preferred stock financing, generating gross proceeds of approximately $70.0 million, which we intend to use to expand annual TRISO production.
As of September 30, 2026, we had no outstanding indebtedness other than ordinary-course obligations.
Ability to Meet Capital Requirements
We believe our existing cash and cash equivalents, which include the proceeds from our IPO and Series A-2 financing, together with anticipated operating cash receipts, customer deposits and milestone payments, will be sufficient to meet our expected operating and capital requirements for the foreseeable future, including at least the 12 months following the date of this Quarterly Report on Form 10-Q. However, our operating plan may change as a result of many factors, including the timing of facility commissioning, progress under the DOE OTA, regulatory developments, the timing of NRC-related approvals affecting the Richland SN-F Facility, customer demand, the level of customer prepayments, and broader market and financing conditions. As a result, we may seek additional capital through equity financings, debt financings, or other strategic transactions.
Series Seed Preferred Stock Financing
On February 13, 2025, we entered into a Series Seed Preferred Stock Purchase Agreement, pursuant to which we issued shares of Series Seed Preferred Stock at a purchase price of $1.00 per share. Under the agreement, investors purchased an aggregate of 9,999,994 shares of Series Seed Preferred Stock, resulting in total gross proceeds of approximately $10.0 million.
Additionally, in 2024, we raised $33.5 million in gross proceeds from various investors pursuant to the SAFE Notes. Accordingly, the SAFE Notes automatically converted into 65,000,000 shares of Series Seed-1 Preferred Stock in connection with the Series Seed Preferred Stock financing. Additionally, we issued a lawful refund to one investor who rescinded the $1.0 million investment.
Series A Preferred Stock Financing
On August 14, 2025, we entered into a Series A Preferred Stock Purchase Agreement, pursuant to which we issued Series A Preferred Stock at a purchase price of $2.5976 per share. Under the agreement, investors purchased an aggregate of 26,948,464 shares of Series A Preferred Stock, resulting in total gross proceeds of approximately $70.0 million.
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Series A-2 Preferred Stock Financing
On January 23, 2026, we entered into a Series A-2 Preferred Stock Purchase Agreement, pursuant to which we issued Series A-2 Preferred Stock at a purchase price of $4.932 per share. Investors purchased an aggregate of 14,193,030 shares of Series A-2 Preferred Stock, resulting in total gross proceeds of approximately $70.0 million. The Company intends to use the proceeds from this financing to expand annual TRISO production.
IPO
On July 16, 2026, the Company's Class A common stock began trading on the New York Stock Exchange under the symbol "STDN," and the offering closed on July 17, 2026. The offering consisted of the issuance and sale of 10.0 million shares of Class A common stock at a public offering price of $15.00 per share, resulting in net proceeds to the Company of approximately $137.4 million, after deducting underwriting discounts, commissions, and offering expenses. See Note 8, Stockholders' Equity, in our Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q for additional discussion.
Immediately prior to the closing of the IPO, the Company had 132,698,178 shares of Class A common stock outstanding and 11,578,308 shares of Class B common stock outstanding. Class A common stock included the conversion of all 116,141,488 outstanding shares of the Company's redeemable convertible preferred stock into 116,141,488 shares of Class A common stock. Class A common stock also included the conversion of 7,876,998 shares of the Company's Class B common stock, not beneficially owned by Mr. Hendrix, into Class A common stock, pursuant to the Class B Conversion. In addition, pursuant to the Class B Stock Exchange, all 5,824,308 outstanding shares of Class A common stock beneficially owned by Standard Nuclear Trust were exchanged for an equivalent number of newly issued shares of Class B common stock. The Company also entered into the Class B Equity Exchange Agreement with Thomas Hendrix, the Company's Founder and Executive Chairman, which grants Mr. Hendrix the right to require the Company to exchange up to an aggregate of 4,194,545 shares of Class A common stock (consisting of shares subject to his equity awards and shares he may receive in a distribution of up to 1,459,858 shares from Decisive Point, of which Mr. Hendrix is a member) for an equivalent number of shares of Class B common stock. All other outstanding shares of Class B common stock converted to Class A common stock. In connection with the closing of the IPO, the Company also filed its Restated Certificate of Incorporation, which authorized a total of 500,000,000 shares of capital stock, consisting of 464,000,000 shares of Class A common stock, 16,000,000 shares of Class B common stock, and 20,000,000 shares of undesignated preferred stock, and changed the voting rights of Class B common stock from 10 votes per share to 20 votes per share.
Cash Flows
The following table summarizes our cash flows and cash and cash equivalents, for the periods indicated:
| Nine months ended September 30, 2026 | Nine months ended September 30, 2025 | $ Change | |||||||||||||||
|
Net cash flows provided by (used in) operating activities
|
$ | (16,566,644) | $ | (5,404,342) | $ | (11,162,302) | |||||||||||
|
Net cash provided by (used in) investing activities
|
$ | (33,624,147) | $ | (4,941,689) | $ | (28,682,458) | |||||||||||
|
Net cash provided by (used in) financing activities
|
$ | 210,232,638 | $ | 77,945,676 | $ | 132,286,962 | |||||||||||
Net Cash used in Operating Activities - Net cash used in operating activities increased by $11.2 million, from $5.4 million for the nine months ended September 30, 2025 to $16.6 million for the nine months ended September 30, 2026, primarily reflecting cash paid for costs of revenue and operating expenses as our business scaled, partially offset by cash collected from customers.
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Net Cash used in Investing Activities - Net cash used in investing activities increased by $28.7 million, from $4.9 million for the nine months ended September 30, 2025 to $33.6 million for the nine months ended September 30, 2026. The increase in net cash used reflects a $27.3 million increase in purchases of property and equipment as we continue the build-out of our production capacity and a $1.4 million contribution to the Joint Venture.
Net Cash provided by Financing Activities - Net cash provided by financing activities increased by $132.3 million, from $77.9 million for the nine months ended September 30, 2025 to $210.2 million for the nine months ended September 30, 2026, reflecting net proceeds from the IPO of $137.4 million and proceeds received from the issuance of the Company's Series A-2 Preferred Stock of $70.0 million in the current period, compared to $77.9 million of cash received from issuance of the Company's Series Seed Preferred Stock and Series A Preferred Stock in the prior year period.
Critical Accounting Policies and Estimates
Our financial statements are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the amounts reported in our financial statements and the accompanying notes. We consider an estimate to be critical if it requires us to make assumptions that are highly uncertain at the time the estimate is made and if changes in those assumptions are reasonably likely to have a material effect on our financial condition or results of operations.
Our significant accounting policies are described in Note 2 - Summary of Significant Accounting Policies, to our Audited Consolidated Financial Statements for the year ended December 31, 2025, included in our Registration Statement. There have been no material changes to our critical accounting policies and estimates as described in our Registration Statement.
Recently Issued and Adopted Accounting Standards
Please refer to Note 1 - Basis of Presentation and Principles of Consolidation, in the unaudited Condensed Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q.
Emerging Growth Company Accounting Election
As an EGC, we may take advantage of certain exceptions from reporting requirements applicable to public companies that are not EGCs. These exemptions include, but are not limited to, relief from the auditor attestation requirements under Section 404 of the Sarbanes-Oxley Act of 2002, reduced executive compensation disclosure obligations in periodic reports and proxy statements, and exemptions from holding non-binding advisory votes on executive compensation and from obtaining stockholder approval for golden-parachute arrangements not previously approved.
Section 102(b)(1) of the JOBS Act allows EGCs to defer compliance with new or revised financial accounting standards until such standards are applicable to private companies - that is, companies that have not had a Securities Act registration statement declared effective and do not have a class of securities registered under the Exchange Act. The JOBS Act also permits an EGC to irrevocably elect to opt out of this extended transition period and instead comply with the accounting standards applicable to non-EGCs. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an EGC, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make it difficult or impossible to compare our financial statements with those of another public company that is either an EGC or non-EGC that has elected to opt out of the extended transition period.
We will remain an EGC until the earliest to occur of: (i) the end of the first fiscal year in which our annual gross revenues are $1.235 billion or more; (ii) the end of the first fiscal year in which we are deemed to be a "large accelerated filer," as defined in the Exchange Act; (iii) the date on which we have, during the previous
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three-year period, issued more than $1.0 billion in non-convertible debt securities; and (iv) the end of the fiscal year during which the fifth anniversary of our IPO occurred. We may choose to take advantage of some, but not all, of the available benefits under the JOBS Act. We have elected to use the extended transition periods available under the JOBS Act for complying with new or revised accounting standards, and we may take advantage of the other exemptions discussed above. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock.
Controlled Company
As of September 30, 2026, Thomas Hendrix, our Founder and Executive Chairman, beneficially owned approximately 61.5% of the voting power of our outstanding capital stock as a result of his ownership of Class B common stock, which carries 20 votes per share. As a result, we are a "controlled company" within the meaning of the corporate governance standards of the NYSE. Under these standards, a company of which more than 50% of the voting power is held by an individual, group, or another company is a "controlled company" and may elect not to comply with certain NYSE corporate governance requirements, including the requirements that a majority of the board of directors consist of independent directors, that the compensation committee be composed entirely of independent directors, and that the nominating and corporate governance committee be composed entirely of independent directors. We currently rely on some of these exemptions. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements.
Standard Nuclear Inc. published this content on November 12, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 12, 2026 at 12:33 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]