UUUU US Equity☆

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis should be read in conjunction with our financial statements for the three years ended December 31, 2025, 2024 and 2023 and the related notes thereto. The purpose of this Item 7 is: (i) to provide material relevant to an assessment of the financial condition and results of operations of Energy Fuels Inc., including an evaluation of the amounts and certainty of cash flows from operations and from outside information sources; and (ii) to focus specifically on material events and uncertainties known to management that are reasonably likely to cause reported financial information not necessarily indicative of future operating results or of future financial condition. This Discussion and Analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth in Part I, Item 1A. Risk Factors and elsewhere in this Annual Report. See Item II. Cautionary Statement Regarding Forward-Looking Statements.

All dollar amounts stated herein are in U.S. dollars, except share amounts and currency exchange rates, unless specified otherwise.

Our Company

We produce several of the critical materials essential to U.S. energy security and advanced technologies, including uranium, vanadium, REEs and HMS, strengthening domestic supply chains and reducing reliance on foreign sources. The Company owns uranium, uranium/vanadium and REE/HMS properties and projects in various stages of operation, development, exploration and permitting, as well as fully permitted uranium and uranium/vanadium projects on standby. The Company’s White Mesa Mill, near Blanding, Utah, is the only licensed and operating uranium mill, and the only uranium mill capable of producing separated REE products, in the U.S. The Company is also evaluating the potential to recover radium at the Mill for use in cancer treatments.

The Mill is our key to building a critical minerals hub in the U.S. because of its ability to process uranium, vanadium, REEs and potentially radium. Uranium is the strategic fuel powering carbon-free, emission-free baseload nuclear energy, and one of the most reliable forms of power supporting U.S. energy independence and decarbonization goals. The REEs we are now producing are essential to manufacture permanent magnets used in EVs, hybrid EVs, defense systems, robotics and other advanced technologies. The titanium and zirconium products derived from our HMS production are used in national security and other key industries. Titanium is used in aircraft engines and airframes, spacecraft components, medical devices and pigments; while zirconium is crucial for fuel rod cladding, reactor components, jet engine parts and advanced ceramics in a wide range of applications in the medical, aerospace and chemical industries. The radium that we are evaluating recovering from our REE and uranium processing streams have the potential to provide materials needed for emerging TAT cancer treatments.

In addition, Energy Fuels recovers uranium from Alternate Feed Materials at the Mill, thereby recycling valuable resources that would otherwise be discarded and returning them to the fuel cycle to support U.S. nuclear energy and national security objectives.

The Company has secured its own sources of REE- and uranium-bearing monazite sands in furtherance of a fully integrated U.S.-based REE supply chain. These include the Vara Mada Project in Madagascar, the Donald Project in Australia through the Company’s Donald Project JV, and the Bahia Project in Brazil.

The Company is currently: mining uranium ore from its Pinyon Plain, La Sal and Pandora mines, located in Arizona and Utah, respectively, and processing and/or stockpiling the mined mineralized material at the Mill; processing stockpiled uranium mineralized material and Alternate Feed Materials at the Mill for the production of finished U3O8 product; completing sales of U3O8 under its portfolio of long-term contracts and on the spot market; negotiating fiscal and stability arrangements, seeking government approvals, and performing permitting and development activities at its Vara Mada HMS and REE project in Madagascar in preparation for a FID, which the Company expects could be made as early as 2027 if fiscal and stability arrangements are finalized; performing development activities at its Donald Project in Australia in preparation for a FID, which the Company expects could be made as early as Q1 2026; performing various permitting, exploration, and development activities at its uranium and uranium/vanadium properties in the U.S.; and performing reclamation and monitoring activities at its Kwale Project in Kenya.

Recent Developments

Uranium Segment

Uranium Market Overview

189

Table of Contents

The Company believes that uranium supply pressure and demand fundamentals point to higher sustained uranium prices in the future and that the advancement of reliable nuclear energy, fueled by uranium, is experiencing a global resurgence with an increased focus by governments, policymakers, technology companies and citizens on decarbonization, electrification and security of energy supply. In addition, a number of factors, including restrictions on Russian uranium products in the U.S., transportation challenges, trade policies, production challenges and financial entities purchasing uranium products to hold for an extended period has the potential to result in higher sustained spot and long-term prices and to potentially induce utilities to enter into additional long-term contracts with non-Russian producers, such as Energy Fuels. These factors additionally have the potential to foster security of supply, the avoidance of transportation and logistics issues and more certain pricing.

We have six long-term uranium contracts with major U.S. utilities at this time. The Company also entered into one uranium ore purchase agreement with a third-party miner in the vicinity of the Mill during 2025 and has the potential to enter into additional agreements as market conditions warrant.

Conventional Uranium Mine Activities

The Company continued ore production at the Pinyon Plain, La Sal, and Pandora mines in 2025. Production rates at the Pinyon Plain mine steadily increased over the first half of the year as the mine ramped up and remained relatively steady during the second half of the year. During the year ended December 31, 2025, the Company mined ore containing an estimated 1,530,000 pounds of uranium with an average grade of 1.62% eU3O8 at its Pinyon Plain mine, which the Company believes is one of the highest-grade uranium mines in U.S. history. The Company updated its existing pre-feasibility study into an updated S-K 1300 and NI 43-101-compliant pre-feasibility study, which was furnished through a Form 8-K filing on February 26, 2026, and which is incorporated into this Form 10-K by reference as Exhibit 96.2. The Company intends to continue exploration in the Juniper Zone during 2026. Ore from Pinyon Plain continues to be shipped to the Mill stockpile and/or process. See Part I, Item 2. The Pinyon Plain Project.

The Company’s total mined mineralized material in 2025 contained approximately 1,720,000 pounds of U3O8 combined from its Pinyon Plain, La Sal and Pandora mines. Such uranium-bearing mineralized material was processed at the Mill and/or stockpiled at the mines or Mill for future processing. Processing mineralized material at the Mill began in Q4 2025 and is expected to continue through Q2 2026, subject to market conditions, contract requirements and the Mill’s processing schedule. Mineralized material mined during 2025 that was not processed in 2025 as part of the Mill’s conventional ore run, which began in Q4 2025 and is expected to continue through Q2 2026, will remain stockpiled at the Mill and is included in the Company’s inventories of U3O8 contained in stockpiled mineralized materials at the end of 2025. The Company currently expects to process any additional stockpiled and mined mineralized material from its Pinyon Plain, La Sal and Pandora mines with the remainder of the mined mineralized material and Alternate Feed Materials stockpiled at the mines or Mill for processing during 2026 or 2027, subject to market conditions, contract requirements and the Mill’s schedule. Having stockpiled mined mineralized material available at the Mill, which can be processed into finished U3O8 product on relatively short notice, gives the Company more flexibility in securing long-term sales contracts on the most favorable terms when needed, rather than merely accepting contracts at current prices when the fundamentals suggest higher prices in the future may be expected. It also provides more flexibility to make spot sales if market conditions warrant.

The Company plans to continue to maintain its other uranium projects and facilities in a state of readiness for the purpose of restarting mining activities on an expedited basis, as contract obligations and market conditions may warrant. To this end, the Company expects to continue rehabilitation and development work at its Whirlwind mine in preparation for future production. Although the timing of the Company’s plans to extract and process mineralized materials from the Whirlwind mine will be based on contract requirements, inventory levels and/or sustained improvements in general market conditions, the Company currently expects the Whirlwind mine, along with the Company’s Nichols Ranch ISR project, to be able to commence uranium production within one (1) year from a “go” decision. With strong market conditions, the Whirlwind and Nichols Ranch mines could potentially increase Energy Fuels’ uranium production by up to approximately 600,000 pounds per year as early as 2027.

In 2025, the Company also continued advancing permitting and development on its Roca Honda Project, a large, high-grade conventional project in New Mexico, its Bullfrog Project in Utah, and its EZ Project in Arizona, which together with its Sheep Mountain Project (a large conventional project in Wyoming) could expand the Company’s uranium production to a run-rate of up to five million pounds of U3O8 per year in the coming years. The Company is also continuing to maintain required permits at its other conventional projects, including the Energy Queen mine. These projects serve as important pipeline assets for the Company’s future conventional production capabilities, as market conditions may warrant.

Mill Activities (Uranium)

During 2025, the Mill processed stockpiled conventional mineralized materials and Alternate Feed Materials, which resulted in 1,015,000 pounds of finished U3O8 production. The Company commenced its conventional ore processing campaign at the Mill

190

Table of Contents

in Q4 2025 as planned, which is expected to continue through Q2 2026 due to: (i) the previously announced higher mining rate expected at the Pinyon Plain mine in 2025 and in subsequent years; (ii) the desire to produce enough finished U3O8 from this Mill run to allow the Company to fulfill its contract deliveries in 2026 and 2027, along with maintaining the flexibility to complete opportunistic spot sales; and (iii) the desire to allow the Company to allow the Mill to to make its planned expanded Phase 1 Circuit process changes at the Mill in 2026.

The Mill also continues to advance its research and development (“R&D”) activities on radium medical isotopes throughout 2025, while engaging in discussions with buyers interested in off-take agreements for the material. See Recovering Medical Isotopes for Advanced TAT Cancer Treatments below.

Uranium Exploration Activities

The Company updated its existing feasibility study into an updated S-K 1300 and NI 43-101-compliant pre-feasibility study, which was completed and filed on February 26, 2026. Due to the high grades encountered during mining in the Main Zone that were not included in the original pre-feasibility study, the Mineral Resource model was re-estimated. Additionally, new drilling completed by the Company in the Juniper Zone allowed those Mineral Resources to be converted from inferred to indicated Mineral Resources and then converted to probably Mineral Reserves. As of December 31, 2025, the remaining Mineral Reserves in the Main Zone totaled 2.1 million pounds of U3O8 and the Mineral Reserves for the Juniper Zone totaled 0.5 million pounds of U3O8, acknowledging that further exploration potential exists in the Juniper Zone. The Company intends to continue exploration in the Juniper Zone during 2026.

ISR Uranium Extraction and Recovery Activities

The Company produced de minimis quantities of U3O8 at its Nichols Ranch ISR Project during 2025, as it remained on standby. Although the Company does not expect to produce significant quantities of U3O8 in 2026 from Nichols Ranch, the Company is undertaking exploration and development activities to expand the resources at the Nichols Ranch Project and to further develop wellfields to be ready for potential recommencement of production within one year from a “go” decision, as market conditions warrant. At Nichols Ranch, the Company currently holds 34 permits, undeveloped wellfields, including four wellfields at the Nichols Ranch wellfields, 22 wellfields at the adjacent Jane Dough wellfields and eight wellfields at the Hank Project, which is fully permitted to be constructed as a satellite facility to the Nichols Ranch Plant.

Uranium Permitting and Development Activities

The Company continues to prepare two additional mines in Colorado and Wyoming (Whirlwind and Nichols Ranch, respectively) for expected production within one year from a “go” decision and is advancing several other of its large-scale U.S. mine projects in order to increase uranium production in the coming years, as market conditions warrant. With strong market conditions, the Whirlwind and Nichols Ranch mines could potentially increase Energy Fuels’ uranium production by up to 600,000 pounds of U3O8 per year as early as 2027. The exact timing for resumption of production from each of these projects will be subject to current and future uranium market conditions and/or the procurement of additional long-term contracts. In 2026, the Company also plans to continue advancing its permitting and development on the Roca Honda, Bullfrog, and EZ Projects, which together with the Company’s Sheep Mountain Project, could expand the Company’s uranium production by over five million pounds of U3O8 per year in the coming years, as market conditions warrant. As the Company is ramping up its commercial uranium production, it can rely on its uranium inventories and potential purchases of uranium on the spot market to supplement its uranium production if necessary to fulfill existing contract requirements.

Other Mill Activities

The Company continually seeks to maximize capacity utilization at the Mill and add new sources of revenue, including through its emerging REE/HMS and potential TAT radioisotopes business lines, as well as new sources of Alternate Feed Materials and new feed processing opportunities at the Mill that can be processed without reliance on uranium sales prices. The Company also entered into an agreement with the Navajo Nation in January 2025, which could open the door to the Company assisting in the cleanup of AUM left over from Cold War era government programs predating the Company while recycling uranium from ore historically lost to direct disposal.

TAT Activities

The Company is also evaluating the potential to recover Ra-226 and Ra-228 from its existing uranium and REE process streams for use in the development of TAT medical isotopes for the treatment of cancer, which is seeing promising results in clinical trials to date. TAT requires reliable and secure supplies of radium, which pharmaceutical companies use to extract other short half-life, alpha-emitting elements for production of TAT drugs. Currently, there is no domestic supplier of radium. Therefore,

191

Table of Contents

Energy Fuels sees a potentially significant opportunity to become the U.S. radium supplier of choice, as TAT treatments advance through clinical trials and later into widespread use.

Rare Earth Elements Segment

REE Market Overview

The Company also believes the long-term fundamentals of the REE sector point to higher sustained pricing, especially in markets that require or prefer non-Chinese material. According to industry forecaster Adamas Intelligence, the demand for REEs is expected to be primarily driven by increased demand for neodymium-iron-boron (“NdFeB”) magnets used in robotics, advanced air mobility and EVs (including hybrid EVs). Adamas forecasts demand for separated NdPr, Dy and Tb to grow at a compound annual growth rate (“CAGR”) of 8.7% through 2040, while global production is expected to grow at a slower rate of 5.1%. Robotics are expected to become the largest demand driver for NdFeB magnets through 2040. The Company is also observing significant interest in creating new REE supply chains that are not connected to China, further compounding the REE opportunity for Energy Fuels.

REE Separation Circuits at the Mill

Existing Phase 1 Circuit

Between 2021 and 2023, the Company reconfigured its existing uranium production circuits to be able to crack and leach monazite for the recovery of uranium, which was sold into the U.S. nuclear fuel cycle, and the recovery of MREC from monazite sands at the Mill. The MREC was then sold to Neo Performance Materials (“Neo”) for commercial separation by Neo into NdPr oxide and a mixed heavy rare earth carbonate at its REE separation facility in Silmet Estonia. This marked the first processing of monazite sands for the recovery of a commercial REE product in the U.S. in many years.

Following its success in producing commercial grade MREC at the Mill and to further its REE initiatives, in late 2023 and early 2024, the Company constructed enhancements and modifications to its existing solvent extraction (“SX”) circuits at the Mill for commercial separation of NdPr at the Mill, while at the same time producing a “heavy” (Sm+) RE Concentrate. The Company completed these modifications in late Q1 2024, fully commissioned the project in Q2 2024 and completed its initial run of separated NdPr commercial production in Q3 2024 under budget, with minimal capital expenditures, and ahead of schedule (the modifications made to the Mill leach circuits to crack and leach monazite together with the modifications to the Mill’s SX circuits to separate NdPr are referred to as the “Phase 1 Circuit”).

The existing Phase 1 Circuit has the design capacity to process approximately 8,000 to 10,000 tonnes of monazite per year, producing approximately 4,000 to 6,000 tonnes of total rare earth oxides (“TREO”), containing approximately 850 to 1,000 tonnes of recoverable separated NdPr per year. Although the modifications to the Mill’s SX circuit comprised in the Phase 1 Circuit are stand-alone and dedicated to REE production and do not interfere with the Mill’s uranium and vanadium production, the Phase 1 Circuit’s crack and leach circuit shares certain circuits with the Mill’s uranium production and as a result, Phase 1 Circuit REE production and conventional uranium production cannot be run at the same time, as the Phase 1 Circuit is currently configured. It is therefore necessary at this time to switch back and forth between conventional uranium and uranium/vanadium production and Phase 1 Circuit REE production from monazite sands, which can be done with minimal cost and effort.

The Phase 1 Circuit as currently configured would allow for the processing of the first phase of the Donald Project monazite production, once that project is developed, for the recovery and separation of NdPr and an Sm+ mixed RE concentrate which could be sold on the market or stockpiled for separation of the heavies upon completion of later phases of the Phase 1 Circuit and/or the planned Phase 2 Circuit at the Mill.

Planned Expansion of Phase 1 Circuit

The Company is planning further enhancements to expand its heavy REE production at its Phase 1 Circuit for the planned commercial-level recovery of Dy, Tb, Sm, Eu and Gd, with the ability to separate other heavy REEs such as Y and Lu if market conditions warrant. Subject to receipt of all required regulatory approvals, financing, the successful development of these enhancements and the receipt of sufficient quantities of monazite sand feedstock, the expanded Phase 1 Circuit is expected to be operational in 2027 with planned production recovery of up to approximately 35 tonnes of Dy, 12 tonnes of Tb per year and potentially other heavy REEs, in addition to the 850 – 1,000 tonnes of NdPr, from processing up to approximately 10,000 tonnes of monazite per year. The Company had previously announced its intention to start commercial production of Dy and Tb by the end of 2026, but has changed those plans in order to expand the enhancements to the Mill’s Phase 1 Circuit to allow for the additional production of Sm, Eu and Gd and to provide the ability to separate other heavy REEs in the 2027 time frame.

192

Table of Contents

At the same time as these enhancements are being made to the Phase 1 Circuit, the Company plans to make further enhancements to the Phase 1 Circuit to allow for the processing of uranium- and REE-bearing MREC or similar intermediary REE products from third-party sources in the Phase 1 Circuit, subject to receipt of all regulatory approvals, financing and the successful development of these further enhancements. As MREC or similar intermediary REE products would not need to utilize the Phase 1 Circuit’s crack and leach circuits it is expected that such products could be separated into NdPr and heavy REEs separately from uranium production, thereby allowing such feedstocks to be separated into REE oxides through the Phase 1 Circuit’s SX circuits without interfering with normal Mill conventional uranium ore processing, which could be run simultaneously with the separation of such feedstocks. These enhancements are expected to be made and the Phase 1 Circuit operational to accept MREC and similar intermediary REE products in 2027.

Planned Phase 2 Circuit

The Company also plans to expand its NdPr, Dy and Tb production capability and potentially other REE material production capability through the development of its proposed stand-alone Phase 2 Circuit, subject to the receipt of regulatory approvals, financing, completion of engineering and the receipt of sufficient feed materials.

In January 2026, the Company announced the results of a new AACE International Class 3 Bankable Feasibility Study (“BFS”) evaluating the planned Phase 2 Circuit expansion of REE processing capabilities at the Mill. The BFS evaluated the construction of a Phase 2 Circuit designed to materially expand the Mill’s ability to process monazite and other REE-bearing feedstocks into separated REE oxides. Upon commissioning, the Phase 2 Circuit is expected to increase the Mill’s REE oxide production capacity from approximately 850 to 1,000 tpa of NdPr oxide from the Phase 1 Circuit, to over 6,000 tpa of NdPr oxide, along with approximately 60 tpa of Tb and 200 tpa of Dy oxides from the combined Phase 1 Circuit and Phase 2 Circuit. This would provide the capability to produce sufficient NdPr up to approximately 7.0 million EVs/hybrid EVs per year. The Phase 2 Circuit would also add a dedicated monazite “crack-and-leach” circuit to the Mill’s existing leach circuits, which would allow the Phase 2 Circuit to be run completely independently of (and simultaneously with) the Mill’s conventional uranium and uranium/vanadium production.

The BFS estimates initial capital costs of approximately $410.0 million and indicates attractive projected economics, including significant expected annual earnings before interest, taxes, depreciation and amortization (“EBITDA”) over the modeled project life. The Phase 2 Circuit expansion is intended to position the Company as a leading domestic processor of both light and heavy REE oxides, supporting the restoration of a secure U.S.-based REE supply chain. The BFS assumes feedstock supply from the Company’s existing and HMS and monazite projects, as well as third-party sources including MREC and similar feedstocks, subject to permitting, development and market conditions.

The Company expects to complete Phase 2 by mid-2029, subject to licensing, financing, and receipt of sufficient feedstock.

Feed Sources

The Company has focused primarily on monazite, as it has superior concentrations of the four critical “magnet” REEs (NdPr, Dy and Tb) compared to many other REE-bearing minerals. Monazite concentrates naturally contain higher concentrations of “heavy” REEs, including Dy and Tb, versus many other REE-bearing ores, mainly due to the presence of xenotime, which is another REE-bearing phosphate mineral that is often found with monazite. The monazite feedstock for the Company’s REE production is expected to be procured through Company-owned mines like the Vara Mada Project and Bahia Project, as well as the Company’s joint venture interest in the Donald Project, along with other potential acquisitions, joint ventures, open market offtake (like the Company’s current arrangement with The Chemours Company), and/or other collaborations, in each case upon successful completion of development of the projects and transactions.

As mentioned above, the Company plans to expand its capability to accept uranium and REE-bearing MREC and other similar feedstock from third-party sources, as available. This will provide more flexibility to receive other types of feedstocks and to utilize the Phase 1 Circuit for REE production without interfering with conventional uranium and uranium/vanadium production at the Mill. To the extent this MREC and similar feedstock originates from the cracking and leaching of monazite sands at other facilities, the MREC is expected to contain similar favorable distributions of heavy REEs as monazite sands themselves.

There are a number of risks inherent to the Company’s REE activities. See Part I, Item 1A. Risk Factors.

Recent Activities in the REE Segment

On August 21, 2025, the Company announced it successfully completed production of and achieved a purity of 99.9% Dy at pilot scale, which is well in excess of the 99.5% commercial specification, thereby becoming the first U.S. company to publicly

193

Table of Contents

report Dy production volumes and purities. Multiple magnet manufacturers and original equipment manufacturers (“OEM”) have expressed strong interest in obtaining Dy samples, further validating the Company’s strategy to establish a fully non-Chinese REE supply chain for commercial and defense applications. Through December 31, 2025, the Mill had produced 29 kg of Dy.

On August 26, 2025, the Company announced that it signed a Memorandum of Understanding with Vulcan Elements (the “Vulcan MOU”) to create a secure, ex-China supply chain for rare earth permanent magnets (“REPMs”). Under the Vulcan MOU, the Company will supply high-purity NdPr and Dy oxides produced at its White Mesa Mill from U.S.-sourced monazite concentrates for validation in Vulcan’s REPM production processes. Following validation, the parties intend to negotiate long-term supply agreements. This collaboration is expected to support EVs, hybrid EVs, robotics, advanced wind turbines, cell phones, computers, flat panel displays, advanced optics, catalysts, medicine and national defense applications.

On September 9, 2025, the Company announced that its high-purity NdPr oxide, produced at the White Mesa Mill from monazite concentrates mined in Florida and Georgia, had been successfully manufactured into commercial-scale REPMs by South Korea’s largest manufacturer of EV drive unit motor cores. The REPMs passed all QA/QC benchmarks and are qualified for use in EV and hybrid drive units for major automotive manufacturers in North America, the EU, Japan, and Korea. Approximately 1.2 metric tonnes of NdPr oxide were processed into 3.0 metric tonnes of REPMs, enough to power approximately 1,500 new vehicles, with first installations in the market in Q4 2025.

Proposed Acquisition of Australia Strategic Materials Limited

In accordance with its plans to expand its REE production to include metals and alloys, on January 20, 2026, the Company entered into a definitive agreement to acquire 100% of the issued share capital of ASM by way of a scheme of arrangement under Australian law. ASM is an Australian-based critical minerals company with REE mining, processing, and metallization assets, including the Dubbo Project in New South Wales, a metallization and alloying facility in South Korea, and plans to potentially construct a metallization and alloying facility in the U.S. ASM’s Korean metals and alloying plant is one of the few facilities outside of China currently producing REE metals and alloys, including NdPr, Dy and Tb metals and NdFeB and developing FeDy alloy production. Upon closing of this transaction, which is expected as early as June 2026, the Company believes it will be the largest, fully integrated REE “mine-to-metal and alloy” producer outside of China closing a critical strategic gap in global supply chains for magnet applications, including automotive, robotic, energy and defense technologies.

Under the terms of the transaction, ASM shareholders will be entitled to receive 0.053 Common Shares (or CHESS Depositary Interests) for each ASM ordinary share held, and up to AUD$0.13 per ASM share payable as a special dividend by ASM, subject to customary conditions. ASM option holders are expected to receive cash consideration of AUD$0.50 per option under a concurrent option scheme of arrangement.

The transaction is subject to customary closing conditions, including approval by ASM shareholders, court approval in Australia, receipt of required regulatory approvals and the absence of a superior proposal. The Company expects the transaction to close as early as the first half of 2026.

Heavy Mineral Sands Segment

The Company made the strategic decision to enter the HMS sector in order to control the Company’s internal costs and supply chains for its primary REE feedstock: monazite (and associated xenotime). Monazite is a superior REE mineral, as it contains excellent distributions of the “magnet” REEs (NdPr, Dy and Tb) and other “heavy” REEs such as Sm, Gd, Lu and Y which are in short supply and used in a number of technological and defense applications. Notably, monazite can be processed at the Company’s Mill by leveraging existing licenses, infrastructure and expertise. HMS mines (titanium and zirconium minerals, including ilmenite, rutile and zircon) present an attractive opportunity for the Company by providing an expected low-cost and large-scale monazite feedstock that the Company may then process into separated REE products at the Mill. To date, the Company has acquired 100% interests in the Vara Mada (Madagascar) and Bahia (Brazil) Projects and has the right to earn up to a 49% joint venture interest with Astron Corporation in the Donald Project (Australia) pursuant to which Energy Fuels expects to offtake all REE-monazite.

Vara Mada Project

The Company acquired control over the Vara Mada Project on October 2, 2024 through its acquisition of Base Resources. At the time of the acquisition, the Project had, since November 2019, been suspended by the Government of Madagascar. Shortly after the acquisition, on November 28, 2024, the Government lifted the suspension, and on December 5, 2024, the Company entered into the Madagascar MOU setting forth certain key terms applicable to the Project. The lifting of the suspension by the Malagasy Government was a very significant step in the development of the Project as it enabled the Company to re-commence

194

Table of Contents

development and other technical activities on the ground after a five-year hiatus, including the re-establishment of the Company's social programs, additional mine planning and engineering, expanding the critical mineral resource base, and progressing other activities necessary to progress the Project and achieve a positive FID, which the Company expects could be made as early as 2027 if fiscal and stability arrangements are finalized.

Consistent with the MOU, the Company and the Government have been negotiating the terms of an investment agreement to be submitted to the Madagascar Parliament for approval and promulgation as a law. The investment agreement is intended to provide the key pillars for a bankable large-scale project, including mechanisms for ensuring long-term legal and fiscal stability, select tax and customs benefits, adjustments to foreign exchange rules, protections from expropriation and access to international arbitration for dispute resolution. While discussions have focused on an investment agreement as the Stability Mechanism, it is possible that other means of achieving stability will be considered and/or pursued as discussions progress.

The Company has also been focusing on re-establishment of the Company's social programs after the five-year hiatus imposed by the recently lifted suspension, including re-establishing meaningful community engagement and social programs aimed at securing a firm social license to operate to support safe, secure and reliable surface access to collect baseline, technical and other data necessary to update permit conditions, as well as performing additional mine planning and engineering work, expanding the critical mineral resource base, and progressing other activities necessary to progress the Project and achieve a positive FID.

On October 17, 2025, a new President of Madagascar was sworn in by the Country's High Constitutional Court following a period of social unrest and political instability that resulted in the removal of the Country's prior President. On October 20, 2025, a new Prime Minister was appointed, and, on October 28, 2025, a new cabinet was announced. Energy Fuels is working with the new administration to reaffirm the previously negotiated concepts with the prior administration, which had substantially finalized the core investment agreement terms. The Company continues constructive engagement with the new administration, with the highest levels of government in the new administration having expressed support for Vara Mada and the investment agreement mechanism for achieving stability.

At this time, it is too early to determine whether and to what extent these recent social and political developments in Madagascar may impact the Vara Mada Project, whether positively or negatively, including with respect to the Project's development prospects or timelines, the ability to achieve suitable fiscal or other terms applicable to the Project or the ability to achieve a positive FID. There can be no assurance of achieving sufficient legal and fiscal stability or the timing thereof or obtaining approval of the addition of monazite to the mining permit or the timing thereof. If a stability mechanism and necessary approvals to support the Vara Mada Project are not obtained, or are obtained on terms less favorable than expected, this could delay any FID in relation to the Project or prevent or otherwise have a significant effect on the development of the Project or the Company’s ability to recover monazite from the Project. These developments have not had an impact on the financial results of the Company at this time. The Company will continue to monitor events as they unfold. See Part I, Item 2. The Vara Mada Project (formerly the Toliara Project) and see Part I, Item 1A. Risk Factors - The development of the Vara Project requires certain actions of the Government of Madagascar and the Company, including formalizing the terms and conditions set out in the Madagascar MOU and satisfying such conditions, neither of which may occur on a timely basis, or at all. Further, the development of the Vara Mada Project is dependent on several factors beyond our control.

In January 2026, the Company announced the results of an updated Feasibility Study (“FS”) for the Vara Mada Project, which evaluates the long-term development potential and economic viability of the project. The FS was prepared in accordance with U.S. Regulation S-K 1300 and Canadian NI 43-101 and confirms the project’s world-class scale, long mine life and robust economics as a REE and HMS development opportunity. Based on the FS, the project is expected to have a modeled mine life of approximately 38 years and, at full production capacity, is projected to generate a post-tax, pre-debt net present value (10% discount rate) of approximately $1.8 billion and a post-tax internal rate of return of approximately 25%. In addition, the FS indicates that the project could ramp up to over $500 million of annual EBITDA and generate average annual free cash flow of approximately $264 million over the modeled mine life. These projected economics are supported by substantial Proven and Probable mineral reserves and long-term price assumptions for ilmenite, zircon, rutile and monazite. The FS contemplates staged capital development and includes the potential processing of monazite at the Mill; however, downstream REE processing and oxide production are not included in the base FS economics. Advancement of the Vara Mada Project remains subject to a FID, regulatory approvals and the resolution of outstanding fiscal and permitting matters with the Government of Madagascar.

Donald Project

The Company has a joint venture with Astron Corporation, the Donald Project JV, to jointly develop and operate the Donald Project in Australia, which is a well-known REE and HMS deposit that the Company expects will provide another near-term, low-cost, and large-scale source of monazite sand that, upon development, would be transported to the Mill for the recovery of separated REE products. The Donald Project has in place all major regulatory approvals required to construct and operate the

195

Table of Contents

project. The Donald Project is notable in that the monazite concentrates that are expected to be produced at the project contain elevated concentrations of the “heavy” REE oxides, including Dy and Tb.

The JV Agreement provides Energy Fuels with the right to invest up to AUD$183.00 million (approximately $122.28 million at December 31, 2025 exchange rates) to earn up to a 49% interest in the Donald Project JV. In addition, the Company has agreed to issue Common Shares to Astron having a value up to $17.50 million. The Company has invested AUD$35.23 million in cash into the Donald Project through December 31, 2025 and issued $3.50 million of Common Shares on September 24, 2024. The remaining $14.00 million of Common Shares will be issued upon a positive FID. As of December 31, 2025, the Company has a 9.48% interest in the Donald Project JV. Astron, through its subsidiary Dickson & Johnson Pty Ltd, holds the remaining 90.52% interest. See Note 3 - Transactions for further information.

On October 21, 2025, Export Finance Australia (“EFA”) issued a non-binding, conditional Letter of Support to Energy Fuels and Astron Limited for up to AUD$80 million of senior debt financing for the Donald Project. The Donald Project, which is expected to require approximately AUD$520 million in total funding with a targeted 50:50 debt-to-equity ratio structure, is planned to commence production in the second half of 2027 and is expected to produce ~7,200 tonnes per annum of rare earth oxide concentrate, including ~1,000 tonnes of NdPr oxide, ~92 tonnes of Dy oxide, and ~16 tonnes of Tb oxide. The Company expects to purchase 100% of the rare earth concentrate under a life-of-mine offtake agreement for processing at the Mill. This conditional support from EFA marks a significant step toward advancing project financing and reinforces the strategic importance of the Donald Project in strengthening the Australia–U.S. critical minerals supply chain.

The Donald Project JV updated the 2023 Donald Project JORC-compliant DFS into an S-K 1300 and NI 43-101-compliant FS, which was furnished through a Form 8-K filing on February 26, 2026, and which is incorporated into this Form 10-K by reference as Exhibit 96.8. See Part I, Item 2. The Donald Project.

Bahia Project

The Bahia Project is a REE/HMS deposit that the Company believes has the potential to supply 3,000 to 10,000 tonnes of monazite per year to the Mill for decades for processing into high-purity REE oxides. That amount of monazite contains approximately 1,500 to 5,000 tonnes of TREO, including an estimated 300 to 1,000 tonnes of NdPr per year and significant commercial quantities of Dy and Tb and other “heavy” REEs. While Energy Fuels’ primary interest in acquiring the Bahia Project is the uranium and REE-bearing monazite, the Bahia Project is also expected to produce large quantities of high-quality ilmenite and rutile and zircon minerals also in high demand for the production of the critical minerals, titanium and zirconium.

The Company restarted its drilling program on the Bahia Project in December 2025 following issuance of an exploration license from INEMA. During 2026, the Company expects to drill the southern half of the Bahia Project using both its own sonic drill rig as well as a contract hollow stem auger rig. It is anticipated that drilling will continue into Q2 2026. Bulk test work from a sample collected in 2024 is ongoing with Mineral Technologies and is expected to be complete in Q2 2026. Both the drilling and the test work is expected to be utilized to release a Technical Report in late 2026.

The acquisitions of the Vara Mada and Bahia Projects, and the Donald Project JV, are the culmination of the Company’s efforts to date toward building a significant, secure and diverse book of monazite supply for its rapidly advancing REE processing and critical minerals business, which in the meantime is expected to be supplemented by third-party purchases.

HMS Activities

With respect to its HMS activities, the Company plans to continue advancing each of its Donald and Vara Mada Projects to a FID by as early as Q1 2026 and 2027, respectively.

Mining at the Kwale Project commenced in 2013 and concluded at the end of December 2024 following depletion of the remaining ore reserves previously reported in accordance with the JORC standards. Processing activities concluded in early January 2025. The sale of all remaining product inventories was completed during 2025. Additional costs of winding-down activities and mining lower mineral grades were incurred during the fourth quarter of 2024 and included in product inventories that were sold during the first quarter of 2025. As a result, the Company incurred a loss in connection with its 2025 sales. Reclamation has been ongoing throughout the life of the Kwale Project and will continue until all mining areas are fully reclaimed in accordance with all applicable legal standards. Reclamation of the South Dune mining area was completed in 2024, with the reclamation of the Central Dune, North Dune and Bumamani mining areas were substantially completed in Q4 2025. Reclamation of the tailings storage facility has commenced and is expected to be completed by 2027, with ongoing management and monitoring expected to continue through 2038.

196

Table of Contents

Inventories

As of December 31, 2025, the Company held approximately 810,000 pounds of finished uranium inventories located at the Mill and at conversion facilities in North America as well as approximately 1,370,000 pounds of additional U3O8 contained in stockpiled mineralized material at the Mill or nearby mine sites, Alternate Feed Materials and work-in-process at the Mill that can potentially be processed and recovered expediently in the future, as market conditions and contract requirements may warrant.

The mix between contained uranium in mineralized material inventories and finished U3O8 product inventory depends on the timing of the processing of stockpiled uranium mineralized material at the Mill, any spot uranium sales or purchases the Company may elect to complete in 2026.

As of December 31, 2025, the Company holds approximately 905,000 pounds of finished V2O5 in inventory, and there remains an estimated 1.0 to 3.0 million pounds of additional solubilized recoverable V2O5 in tailings solutions at the Mill awaiting future recovery, as market conditions may warrant.

As of December 31, 2025, the Company does not have any HMS inventory following the sales of the final stockpiles at Kwale in April 2025.

Outlook for 2026

Guidance

The Company’s guidance for 2026 is as follows:

Low High

(1) Assumes the current conventional uranium Mill run continues through Q2 2026, at which time available stockpiled mineralized materials are expected to have been processed. The conventional Mill run is expected to stop at that time pending receipt of sufficient mineralized material stockpiles to justify commencement of a new Mill run, which is currently expected to be in Q1 2027.

(2) Subject to sales of inventory into the spot market depending on market conditions.

Finished Uranium Costs Expected to Decline

The Company commenced processing low-cost Pinyon Plain mine ores in Q4 2025, which is expected to continue through the Q2 2026, during which we expect to process a total of 1.5 to 2.5 million pounds of finished U3O8 in 2026. During that Mill run, the average mining and transportation costs to the Mill for Pinyon Plain ore are expected to be $10 to $14 per pound of recovered U3O8, which together with an expected milling cost of approximately $13 to $16 per pound U3O8, are expected to result in a total weighted average cost of approximately $23 to $30 per pound of U3O8 recovered, ranking among the lowest costs for mined uranium production in the world. These high-grade Pinyon Plain ores are expected to be blended and processed with a relatively small quantity of lower grade, higher cost, La Sal/Pandora ores at the Company’s discretion.

The Company’s inventories of finished U3O8 had a weighted average cost of approximately $43 per pound U3O8 as of December 31, 2025, reflecting the weighted average cost of production and purchase of finished inventories from various sources over the years, as the Company continued to ramp up production and maximize economies of scale, including from Alternate Feed Materials, the La Sal/Pandora mines, low-grade mine clean-up materials, and purchases of uranium on the spot market. These costs do not fully reflect the expected lower costs of recently mined ores from the Pinyon Plain mine, which had only been processed and added to inventories commencing in early October (a conventional ore processing run, including Pinyon Plain and La Sal/Pandora ores, commenced at the Mill in early October 2025).

As the Company accounts for cost of goods sold as the weighted average cost of its finished product inventories, sales of uranium produced in 2026 will reflect the blended average of the existing 810,000 pounds of U3O8 finished inventories, plus the cost of additional finished U3O8 produced from blended stockpiled Pinyon Plain and La Sal/Pandora ores. This is expected to result in costs of goods sold continuing to decline to the $30 to $40 per pound range in Q1 2026, depending on the quantity of any additional spot sales of inventory that may be made in Q1 2026. The Company’s ability to blend and match various sources of uranium feeds to satisfy contract delivery requirements is a unique element of the Company’s production capabilities that no other producer has in North America.

197

Table of Contents

Based on expected decreasing cost of goods sold and conservative uranium price forecasts, gross margins from the Company’s uranium sales are expected to increase over time through 2026, subject to the pricing of its contracts at the time of sale.

Uranium Sales

The Company sells uranium into its existing long-term contracts and continually evaluates selling a portion of its inventories on the spot market or new term contracts in response to future upward uranium price movements. The Company also continually evaluates the potential to purchase uranium on the spot market to replace sold inventory, meet contract obligations and gain exposure to future price increases.

The Company’s six long-term utility contracts require future deliveries of uranium between 2026 and 2032, with base quantities totaling 3.21 million pounds of uranium sales remaining over the period, and between 3.71 million and 5.29 million pounds of deliveries of uranium over that time period based on the buyer’s exercise of options and quantity flexibility. Having observed an uptick in interest from nuclear utilities seeking long-term uranium supply, along with continued strong long-term prices, the Company remains actively engaged in pursuing additional selective long-term uranium sales contracts. As of December 31, 2025, contracted quantities are as follows (in pounds):

Minimum Base Maximum

The Company holds uncommitted inventory and, with the benefit of production in 2025, continued production in 2026 and planned production in the future, will continue to evaluate additional spot and/or long-term uranium sales opportunities during 2026 and beyond. The Company may also evaluate the purchase of uranium on the spot market, subject to market conditions, contract requirements and the Mill’s schedule for processing uranium ore stockpiles at the Mill.

The Company believes its existing inventories, purchases and new production will be sufficient to meet contract requirements through 2026 and over the life of the supply contracts, along with discretionary spot sales in 2026 and beyond, as market conditions may warrant.

Vanadium Sales

The Company expects to sell its remaining finished vanadium product when justified into the metallurgical industry, as well as other markets that demand a higher purity product, including the aerospace, chemical, and potentially the vanadium battery industries. The Company expects to sell to a diverse group of customers in order to maximize revenues and profits, when market conditions warrant. The vanadium produced in the 2018/19 Pond Return campaign was a high-purity vanadium product of 99.6%-99.7% V2O5. The Company believes there may be opportunities to sell certain quantities of this high-purity material at a premium to reported spot prices, which it has done from time-to-time in the past.

The Company intends to continue to selectively sell its V2O5 inventory on the spot market as markets warrant but will otherwise continue to maintain its vanadium in inventory.

Rare Earth Sales

During the year ended December 31, 2025, the Company sold 1.7 tonnes of its NdPr produced from the Mill’s newly installed and commissioned Phase 1 Circuit to POSCO International (“POSCO”) for sampling to validate that the material meets POSCO's applicable specifications, which the Company’s NdPr met. The Company offset $0.08 million from the sale of NdPr, against commissioning costs capitalized related to the Company’s Phase 1 Circuit. As of December 31, 2025, approximately 34 tonnes of separated NdPr remain in inventory. Additionally, the Company has approximately 26 tonnes of NdPr, plus approximately 4 tonnes of Sm+ RE Carbonate in solution in its Phase 1 Circuit. Samples of the Company’s NdPr oxide, produced at the Mill from monazite concentrates mined in Florida and Georgia, were successfully manufactured into commercial-scale REPMs by South Korea's largest manufacturer of EV drive unit motor cores in Q3 2025.

198

Table of Contents

While the Company continues to make progress on its separated REE production and additional capital is spent on process enhancements, improving recoveries, product quality and other optimization, profits from this initiative are expected to be minimal until such time when throughput rates are increased and optimized, which is expected in the 2028-2030 timeframe assuming completion of the development of the Donald Project and/or Vara Mada Project and the provision of a steady stream of monazite from these projects to the Mill, or the receipt of MREC or similar feed material from third parties. Throughout this process, the Company is gaining important knowledge, experience and technical information, while also having its products qualified by end-users, all of which are valuable for current and future production of separated REE oxides and other advanced REE materials at the Mill or elsewhere.

Financing

On October 3, 2025, the Company announced the closing of its upsized offering of 0.75% Convertible Senior Notes due 2031 (the “Notes”) for an aggregate principal amount of $700.0 million (the “offering”), including the exercise in full by the initial purchasers of their option to purchase an additional $100.0 million of Notes. The Notes have a cash interest coupon of 0.75% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, beginning May 1, 2026 and a conversion price of approximately $20.34 per Common Share, which represents a premium of approximately 32.5% to the last reported sale price of the common shares on the NYSE American on September 30, 2025, subject to customary anti-dilution adjustments. The effective conversion price of the Notes was increased to $30.70 (representing a premium of 100% over the last reported sale price of the common shares on the NYSE American on September 30, 2025) through the purchase of capped call options. The purchase price for the capped call options was approximately $53.55 million. Conversions of the Notes may be settled in Common Shares, cash, or a combination of Common Shares and cash, at Energy Fuels’ election. Additionally, Energy Fuels will have the right to redeem the Notes in certain circumstances and will be required to offer to repurchase the Notes upon the occurrence of certain events. The Notes will mature on November 1, 2031, unless earlier converted, redeemed, or repurchased. We believe this strategic capital raise strengthens the Company’s balance sheet and enhances the Company’s ability to accelerate its rare earth initiatives, including the planned Phase 1 Circuit expansion and proposed Phase 2 Circuit at the White Mesa Mill, and development of its Donald Project in Australia. We believe this outcome represents a clear vote of confidence in the Company’s team and strategy.

Succession Planning

The Company’s succession plans are proceeding as expected and, in accordance with existing employment agreements, it is anticipated that Mr. Ross Bhappu, the President of the Company, will be appointed to the role of President and Chief Executive Officer of the Company on April 15, 2026, and Mr. Mark Chalmers, the current CEO, will be retiring at the same time, which is his planned retirement date. Upon his retirement, Mr. Chalmers will continue as a consultant to the Company exclusively for two years to support, as required, Mr. Bhappu and others in the Company with current and future growth initiatives.

Known Trends or Uncertainties

The Company has had negative net cash flows from operating activities and net losses in previous years and through the year ended December 31, 2025, in part due to generally depressed uranium and vanadium prices up until 2024, along with low quantities of monazite to process into salable RE Carbonate or separated NdPr, which has not allowed the Company to realize economies of scale, as well as, particularly in recent years, expenditures to develop the Company’s growing portfolio projects.

We are not aware at this time of any trends or uncertainties that have had or are reasonably likely to have a material impact on revenues, income or cash flows of the Company, other than: (i) recent activity in uranium markets, which has resulted in: (a) the Company’s six long-term uranium supply agreements, with 740,000 to 880,000 pounds of deliveries in 2026 depending on customer elections and an average of nearly 760,000 pounds of deliveries per year from 2026 through 2032; (b) the Company continuing mining at three of its uranium mines (Pinyon Plain, La Sal and Pandora); and (c) the Company selling uranium inventories and mined uranium production into its long-term contracts, and potentially on the spot market, thereby generating revenues and expected gross margins; (ii) non-recurring revenues and costs of sales during the fourth quarter of 2024 through the beginning of the second quarter of 2025 for HMS produced at our Kwale Project, which ceased production at the end of 2024 and is currently in reclamation; (iii) U.S. government laws and programs, including the recent tariffs enacted by the President and retaliatory tariffs proposed by other countries, which could result in changes in the cost of production of various of the Company’s products and also in changes in demand and prices received for the Company’s sale of its products, depending on how much tariff and other trade activities settle out, which could result in the development of commercial markets for “heavy” REEs that did not previously exist in the U.S. and U.S. government support for critical minerals, including uranium, production; (iv) volatility in prices of uranium, vanadium, HMS, REEs and our other primary metals; and (v) the Company’s HMS, REE and TAT radioisotope initiatives, which, if successful, could result in improved results from operations in future years. We are not aware at this time of any events that are reasonably likely to cause a material change in the relationship between costs and revenue of the Company.

199

Table of Contents

Results of Operations

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Consolidated Results of Operations

The consolidated results of operations were as follows (in thousands):

Year Ended December 31, Increase Percent

Operating costs and expenses:

Transactions and integration related costs — 10,343 (10,343) *

Other income (expense):

Loss in unconsolidated affiliates (1,321) (175) (1,146) *

Basic net loss per share $ (0.38) $ (0.28) $ (0.10) 36 %

Diluted net loss per share $ (0.38) $ (0.28) $ (0.10) 36 %

*Not meaningful.

For the year ended December 31, 2025, net loss increased by $38.27 million to $86.11 million or $0.38 per share from $47.84 million or $0.28 per share for the year ended December 31, 2024. The change between periods was primarily due to higher operating costs following the acquisition of Base Resources on October 2, 2024, including increased ongoing expenses associated with the expanded workforce and Kwale activities, partially offset by gains on marketable securities and proceeds from the sale of equipment no longer needed for reclamation at Kwale.

Revenues

Revenues decreased by $12.19 million to $65.92 million for the year ended December 31, 2025, from $78.11 million for the year ended December 31, 2024 primarily due to lower HMS sales in 2025 as a result of fewer products sales following the completion of mining activities at Kwale, partially offset by higher uranium sales due to higher volumes as a result of contract delivery timing and the Company’s decision to sell uranium in inventory at spot price levels.

Costs Applicable to Revenues

Costs applicable to revenue decreased by $3.75 million to $52.17 million for the year ended December 31, 2025, from $55.92 million for the year ended December 31, 2024 primarily due to lower HMS costs applicable to revenues during the year ended December 31, 2025 associated with the lower volumes sold due to the lower grade mined at the end of the Kwale mine life, partially offset by higher costs applicable to uranium mostly due to higher volumes and cost per pound sold between periods.

200

Table of Contents

Other Operating Costs and Expenses

Exploration, development and processing (excluding share-based compensation)

Exploration, development and processing costs increased by $23.86 million to $38.04 million for the year ended December 31, 2025 from $14.18 million for the year ended December 31, 2024 primarily due to $9.00 million increase to progress the Company’s projects, including: further exploration and development activities relating to the Juniper Zone at the Pinyon Plain Project, development at the La Sal Project, exploration at the Bahia Project and delineation drilling. The Company also incurred non-recurring charges in 2025 including: a non-recurring charge to write-off $3.42 million of value-added tax receivables, abandonment of the Company’s investment in Westland Mineral Sands Co Limited of $1.50 million, write-off for consumables that the Company no longer expects to use in reclamation activities for $1.31 million and receivalbes it not longer expects to receive for $0.72 million.

While we generally expect exploration and development costs related to our mineral properties to provide future value to the Company, the Company expenses these costs in part due to the fact that the Company has not established Proven Mineral Reserves or Probable Mineral Reserves as defined by S-K 1300 or NI 43-101 through the completion of a feasibility or pre-feasibility study for any of the Company’s projects as of December 31, 2025, with the exception of its Sheep Mountain and Pinyon Plain Projects.

Standby

Standby costs are related to the care and maintenance of the standby mines and are expensed as incurred. Standby costs increased by $1.45 million to $7.97 million for the year ended December 31, 2025 from $6.52 million for the year ended December 31, 2024 primarily due to advancing permitting and development on its Roca Honda Project in 2025 and higher general maintenance costs as a result of inflation.

Accretion of asset retirement obligations

Accretion of asset retirement obligations increased by $1.15 million to $3.22 million for the year ended December 31, 2025 from $2.07 million for the year ended December 31, 2024 primarily due to assuming the asset retirement obligation associated with the Kwale Project from Base Resources following the acquisition on October 2, 2024.

Selling, general and administrative (excluding share-based compensation)

Selling, general and administrative expenses (excluding share-based compensation) increased by $21.89 million to $53.08 million for the year ended December 31, 2025 from $31.19 million for the year ended December 31, 2024 primarily due to higher salaries and benefits in connection with additional headcount, including employees retained from Base Resources following the acquisition on October 2, 2024.

Share-based compensation

Share-based compensation increased by $7.18 million to $12.59 million for the year ended December 31, 2025 from $5.41 million for the year ended December 31, 2024 primarily due to a higher grant date fair value associated with the annual 2025 equity awards, as well as increased headcount, including transition awards granted to employees retained from Base Resources, partially offset by the completion of the derived service period for most stock appreciation rights in 2024.

Transactions and integration related costs

Transactions and integration related costs are for legal, advisory and accounting fees directly related to the acquisition of Base Resources and the formation of the Donald Project JV. Transactions and integration related costs were $10.34 million for the year ended December 31, 2024. There were no transactions and integration related costs incurred for the year ended December 31, 2025. See Note 3 – Transactions for more information.

Other Income (Expense)

Gain on sale of assets

Gain on sale of assets increased by $5.23 million to $5.30 million for the year ended December 31, 2025 from $0.07 million for the year ended December 31, 2024 primarily due to the sale of mining equipment no longer needed for completing reclamation activities at the Kwale Project, which came to the end of its life at the end of 2024.

201

Table of Contents

Loss in unconsolidated affiliates

Loss in unconsolidated affiliates was $1.32 million and $0.18 million for the years ended December 31, 2025 and 2024, respectively, related to the Company’s proportionate share of loss in the Donald Project JV, which was formed in September 24, 2024 and Tate, which the Company increased its ownership and obtained a significant influence and applied the equity method of accounting on April 1, 2025.

Other income (loss)

Other income was $10.09 million, net for the year ended December 31, 2025. Other loss, net was $0.60 million for the year ended December 31, 2024. The change was primarily due to higher mark-to-market gains on marketable securities during 2025 compared to mark-to-market losses on marketable securities in 2024, partially offset by foreign currency loss in 2025 and lower interest income, net between periods. See Note 15 – Supplemental Financial Information to the consolidated financial statements for more information.

Income tax benefit

Income tax benefit was $0.98 million for the year ended December 31, 2025, on loss before income taxes of $87.09 million. The benefit was the result of a reversal of the tax liability for Base Titanium Limited that was recorded mostly prior to the acquisition of Base Resources in 2024. As production of the Kwale mine has ceased at the end of 2024 and there is an expected tax loss for 2025, the liability has been reversed. Income tax benefit was $0.37 million for the year ended December 31, 2024 on loss before income taxes of $48.21 million.

Segment Results of Operations

We have three reportable segments: (i) uranium, (ii) REE and (iii) HMS. The uranium segment engages in conventional and ISR uranium extraction, recovery and sales of uranium from mineral properties and the recycling of uranium-bearing materials generated by third parties along with the exploration, permitting and evaluation of uranium properties in the U.S. As part of these activities, the Company also acquires, explores, evaluates and, if warranted, permits uranium properties. The Company’s final uranium product is U3O8, which is sold to customers for further processing into fuel for nuclear reactors. The Company also produces vanadium pentoxide, V2O5, as a co-product of uranium at the Mill, as market conditions warrant. In addition to uranium, the Company is also exploring opportunities to separate Ra-226 and Ra-228 as a co-product of its uranium process streams at the Mill. The REE segment is engaged in the Company’s initiatives to progress towards full REE separation capabilities at the Mill to produce both “light” and “heavy” separated REE products in the coming years. The HMS segment engages in the exploration, development and recovery of HMS at the Kwale Project (now in reclamation), Bahia Project and Vara Mada Project and includes the Company’s equity method investments in the Donald Project JV and Tate. The Company recovers stand-alone ilmenite, rutile and zircon to provide sources of TiO2 and Zirconium (“ZrO2”). During the year ended December 31, 2024, the Company completed the construction and commissioning of its Phase 1 Circuit at the Mill. The Company expects to procure monazite through Company-owned mines like the Vara Mada Project, Bahia Project, its JV interest in the Donald Project and other potential joint ventures or other collaborations, as well as open market purchases.

The operating results of our reportable segments were as follows (in thousands):

Rare Heavy

Earth Mineral Consolidated

Uranium Elements Sands Total

Revenues

Alternate Feed Materials, processing and other 1,867 — — 1,867

Costs applicable to revenues

Costs applicable to uranium concentrates $ 33,090 $ — $ — $ 33,090

Costs applicable to heavy mineral sands — — 19,079 19,079

202

Table of Contents

Rare Heavy

Earth Mineral Consolidated

Uranium Elements Sands Total

Revenues

Alternate Feed Materials, processing and other 336 — — 336

Costs applicable to revenues

Costs applicable to uranium concentrates $ 16,580 $ — $ — $ 16,580

Costs applicable to heavy mineral sands — — 39,338 39,338

The following table sets forth selected operating data and financial metrics:

Years Ended December 31, Increase Percent

Volumes sold

Realized sales price

Costs applicable to revenues

*Not meaningful.

Uranium Segment Results

Revenues

Uranium concentrates

Revenues from uranium concentrates increased by $10.33 million to $48.23 million for the year ended December 31, 2025 from $37.90 million for the year ended December 31, 2024 primarily due to higher volumes sold, partially offset by lower realized sales prices between periods. Higher sales volume (calculated as the change in period-to-period sales volumes times the prior period realized sales price) accounted for approximately $16.85 million increase in revenue between periods. Lower realized prices (calculated as the change in the period-to-period average realized price times the current period volumes sold) accounted for an approximate $6.52 million decrease in between periods.

The Company sold 350,000 pounds of U3O8 on the spot market for $26.92 million at a weighted average realized sales price of $76.90 per pound for the year ended December 31, 2025 compared to 250,000 pounds of uranium sold for $22.88 million at a weighted average sales price of $91.51 per pound for the year ended December 31, 2024.

The Company sold 300,000 pounds of U3O8 under existing long-term contracts for $21.32 million, at a weighted average sales price of $71.06 per pound for the year ended December 31, 2025 compared to 200,000 pounds of U3O8 for $15.03 million, at a weighted average sales price of $75.13 per pound for the year ended December 31, 2024.

Alternate Feed Materials, processing and other

203

Table of Contents

Revenues from Alternate Feed Materials, processing and other increased by $1.53 million to $1.87 million for the year ended December 31, 2025 from $0.34 million for the year ended December 31, 2024 primarily due to additional billings for lower grade ore than contracted from a customer.

Costs Applicable to Revenues

Costs applicable to uranium concentrates

Costs applicable to uranium concentrates increased by $16.51 million to $33.09 million for the year ended December 31, 2025 from $16.58 million for year ended December 31, 2024 primarily due to higher volumes sold between periods partially offset by higher weighted average costs per pound. Higher sales volumes (calculated as the change in period-to-period sales volumes times the prior period weighted average cost per pound) accounted for approximately $7.37 million increase in costs between periods. Higher weighted average costs per pound (calculated as the change in the period-to-period weighted average costs per pound times the current period volumes sold) accounted for an approximate $9.13 million increase in costs between periods.

Rare Earth Element Segment Results

There were no revenues or costs applicable to rare earth elements for either of the years ended December 31, 2025 or 2024.

Heavy Mineral Sand Segment Results

Revenues

Heavy mineral sands

Revenues from HMS decreased by $24.05 million to $15.82 million for the year ended December 31, 2025 from $39.87 million for the year ended December 31, 2024 primarily due to lower volumes sold, reflecting the completion of mining operations at the Kwale mine as of December 31, 2024 and the timing of shipments in 2025, as HMS revenue is recognized upon shipment when control transfers to the customer. During 2025, HMS revenues were limited to shipments of previously produced inventory. The final HMS product from the Kwale mine was shipped in April 2025. As the lower grade ore is more costly to process into finished product, the Company did not earn a gross profit related to its HMS sales during the year ended December 31, 2025.

Costs Applicable to Revenues

Costs applicable to heavy mineral sands

Costs applicable to HMS decreased by $20.26 million to $19.08 million for the year ended December 31, 2025 from $39.34 million for the year ended December 31, 2024 primarily due to lower volumes sold, reflecting the completion of mining operations at the Kwale mine as of December 31, 2024 and the timing of shipments in 2025.

LIQUIDITY AND CAPITAL RESOURCES

Funding of Major Cash Requirements

Our primary short-term and long-term cash requirements are to fund working capital needs and operating expenses, capital expenditures and potential future growth opportunities through ongoing initiatives such as our REE separation capacity expansion, development of the Vara Mada Project, earn-in to the Donald Project JV, uranium mining activities at the Pinyon Plain, La Sal and Pandora mines, processing activities at the Mill, exploration activities at the Bahia Project, TAT radioisotope initiative and reclamation of the Kwale Project, as well as potential business and property acquisitions.

We expect to be able to fund working capital and operating expenses, capital expenditures and currently planned growth initiatives over the next 12 months through available cash balances and product inventory sales, if needed. We may also increase our working capital through issuances of Common Shares pursuant to our ATM in appropriate circumstances and fund our capital expenditures and potential future growth opportunities through debt and/or equity financings. We intend to continue to pursue the acquisition of monazite mineral rights and other uranium producing assets.

Shares Issued for Cash

The Company has an ATM in place, which allows the Company to make Common Share distributions to the extent qualified under a U.S. shelf registration statement on Form S-3 (“Shelf Registration Statement”) and one or more prospectus supplements. The Company’s current Shelf Registration Statement was declared effective on March 22, 2024 and permits the

204

Table of Contents

Company to sell any combination of its common shares, warrants, rights, subscriptions receipts, preferred shares, debt securities and/or units in one or more offerings. In conjunction with our Shelf Registration Statement, we filed with the SEC a Prospectus Supplement to our Shelf Registration Statement, qualifying for distribution up to $150.00 million in additional Common Shares under the ATM, which we fully distributed by June 13, 2025. On June 13, 2025, we filed with the SEC a Prospectus Supplement to our Shelf Registration Statement, qualifying for distribution up to $300.00 million in additional Common Shares under the ATM. Sales made pursuant to the above summarized U.S. shelf registration statements and prospectus supplements are made on the NYSE American at then-prevailing market prices, or any other existing trading market of the Common Shares in the U.S. During the year ended December 31, 2025, we issued 40.63 million shares for net proceeds of $272.19 million under our ATM.

Convertible Senior Notes

On October 3, 2025, the Company closed its upsized offering of $700.00 million aggregate principal amount of 0.75% the Notes due 2031 for aggregate gross proceeds of $700.00 million. The Notes bear interest at 0.75% per annum, payable semi-annually on May 1 and November 1, beginning May 1, 2026, and mature on November 1, 2031, unless earlier converted, redeemed, or repurchased. The initial conversion price of the Notes is approximately $20.34 per common share, representing a 32.5% premium to the last reported sale price of the Common Shares on the NYSE American on September 30, 2025. The conversion price is subject to customary adjustments.

In connection with the offering, the Company entered into capped call transactions that are expected generally to reduce the potential dilution to the Common Shares upon any conversion of the Notes and/or offset potential cash payments the Company may be required to make in excess of the principal amount of converted Notes, with such reduction and/or offset subject to a cap initially equal to $30.70 per share (which represents a premium of 100% over the last reported sale price of Common Shares on the NYSE American on December 31, 2025), and is subject to certain adjustments under the terms of the capped call transactions.

Net proceeds from the offering are intended to support rare earth element initiatives, including expansion at the White Mesa Mill and the Donald Project, as well as general corporate purposes.

Working Capital and Future Requirements for Funds

As of December 31, 2025, the Company had working capital of $927.44 million, including $64.74 million in cash and cash equivalents, $797.11 million of marketable securities, $18.02 million in trade and other receivables, approximately 810,000 pounds of uranium finished goods inventory and approximately 905,000 pounds of vanadium finished goods inventory. The Company believes it has sufficient cash and resources to carry out its business plan for at least the next twelve months.

The Company manages liquidity risk through the management of its working capital and its capital structure.

Cash and Cash Flows

The following table summarizes our cash flows (in thousands):

Year Ended December 31,

Net cash used in operating activities (89,480) (43,973)

Net cash used in investing activities (778,055) (13,297)

Net cash provided by financing activities 894,960 15,587

Plus: net cash and restricted cash acquired from business combination — 27,006

Net change in cash, cash equivalents and restricted cash 28,599 (16,419)

Cash, cash equivalents and restricted cash, beginning of period 58,605 75,024

Cash, cash equivalents and restricted cash, end of period $ 87,204 $ 58,605

205

Table of Contents

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Net cash used in operating activities

Net cash used in operating activities increased by $45.51 million to $89.48 million for the year ended December 31, 2025 from $43.97 million for the year ended December 31, 2024 primarily due to $25.14 million paid to settle asset retirement obligations for reclamation activities completed at the Kwale Project during the year ended December 31, 2025, lower gross profits of $6.18 million on uranium concentrates sales in 2025 and higher operating costs following the acquisition of Base Resources on October 2, 2024.

Net cash used in investing activities

Net cash used in investing activities increased by $764.76 million to $778.06 million for the year ended December 31, 2025 from $13.30 million for the year ended December 31, 2024. The increase is primarily due to the investment of excess cash from the issuance of our Notes until into marketable debt securities until the proceeds are used. On a net basis, the increase in cash outflows from purchases and maturities of marketable securities was $762.18 million between periods. It also includes advances to the Donald Project JV of $10.42 million, which is accounted for as marketable debt security. Additions to property, plant, and equipment and mineral properties increased $22.41 million between periods. Additionally, our contributions to our investments in the Donald Project JV and Tate increased $3.86 million. These increases were partially offset by cash paid of $16.83 million to settle contingent consideration upon change of control with our acquisition of the Vara Mada Project in 2024, increased proceeds from asset sales of $5.23 million during the year ended December 31, 2025 and $1.64 million of intangible assets acquired during the year ended December 31, 2024.

Net cash provided by financing activities

Net cash provided by financing activities increased by $879.37 million to $894.96 million for the year ended December 31, 2025 from $15.59 million for the year ended December 31, 2024, primarily due to net proceeds of $674.67 million from the issuance of the Notes and higher net proceeds of $255.57 million for the issuance of Common Shares for cash, under the ATM between periods. The net proceeds from the Notes were used to pay the capped calls of $53.55 million. The remaining net proceeds are expected to be used for funding development expenditures, including project financing, required for the Company's planned Phase 2 Circuit, funding development and earn-in expenditures, including project financing, required for the Donald Project, as well as general corporate needs, ongoing operational needs and working capital requirements.

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Refer to “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Cash Flows” in our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion on cash and cash flows for the year ended December 31, 2024 compared to the year ended December 31, 2023.

Contractual Obligations

The following table summarizes our contractual obligations as of December 31, 2025 (in thousands):

Years Ended December 31,

Critical Accounting Estimates

The preparation of these consolidated financial statements in accordance with U.S. GAAP requires the use of certain critical accounting estimates and judgments that affect the amounts reported. It also requires management to exercise judgment in applying the Company’s accounting policies. These judgments and estimates are based on management’s best knowledge of the relevant facts and circumstances taking into account previous experience. Although the Company regularly reviews the estimates and judgments made that affect these financial statements, actual results may be materially different.

Significant estimates made by management include:

206

Table of Contents

Mineral Resources and Mineral Reserves

The Company has established the existence of multiple Mineral Resources and extracts and processes saleable products from its operations. Many of the Company’s material properties are still in the exploration stage and only have Mineral Resources. The Company expenses most amounts that would otherwise be capitalized and subsequently depleted over the life of mining operations with Mineral Reserves. As a result, the Company’s consolidated financial statements may not be directly comparable to the financial statements of other mining companies having numerous Mineral Reserves.

The Company has also established Proven Mineral Reserves or Probable Mineral Reserves, as defined under SEC S-K 1300, at each of its Vara Mada, Pinyon Plain and Sheep Mountain Projects. The Company is “Production Stage Issuer” as defined by S-K 1300, as it is engaged in the material extraction of mineral reserves on at least one material property as of December 31, 2025.

Geological information relating to the size, depth and shape of the deposits requires complex geological judgments to interpret. The estimation of future cash flows related to Mineral Resources and Mineral Reserves is based upon a number of factors, including, but not limited to estimates of future commodity prices, future construction and operating costs as well as geological assumptions and judgments made in estimating the size and grade of the Mineral Resource or Mineral Reserve. Changes in the Mineral Resource and Mineral Reserve estimates may impact the carrying value of mining and recovery assets, reclamation and remediation obligations and depreciation and impairment.

For assets with Proven Mineral Reserves or Probable Mineral Reserves that are in the Production Stage, we deplete the Mineral Reserve using the units-of-production method over the estimated life of the ore body based on the estimated recoverable material to be produced from proven and probable reserves. The process to estimate proven and probable reserves requires significant judgment in evaluating and assessing available geological, geophysical, engineering and economic data, projected rates of E&R, estimated commodity price forecasts and the timing of future expenditures, all of which, by their very nature, subject to interpretation and uncertainty.

Changes in these estimates may materially change the carrying value of the Company’s mining and recovery assets and the recorded amount of depletion.

Impairment testing of mining and recovery assets

We review the carrying values of our mining and recovery assets when events or changes in circumstances indicate that their carrying values may exceed their estimated net recoverable amounts determined by reference to estimated future operating results and undiscounted net cash flows. An impairment loss is recognized when the carrying value of a mining or recovery asset is not recoverable based on this analysis. When performing this review, we are required to make significant estimates of, among other things, future production and sale volumes, forecasted commodity prices, future operating and capital costs and reclamation costs to the end of the mining asset’s life. These estimates are subject to various risks and uncertainties, which may result in changes to the expected recoverability of the carrying values of mining and recovery assets. We have not recorded an impairment loss related to our mining and recovery assets for the years ended December 31, 2025, 2024 and 2023.

Asset retirement obligations

An asset retirement obligations (“ARO”) is a liability that is recorded when an asset is expected to require reclamation and remediation. AROs may be incurred where there is a legal obligation associated with the retirement of a long-lived asset that results from the acquisition, construction, development, and/or normal operation of that asset. For disturbances to a property that will require future reclamation and remediation, we record AROs when such a disturbance has occurred. We have accrued our best estimate of the cost to decommission our mining and milling properties in accordance with existing laws, contracts and other policies. The estimate of future costs involves a number of estimates relating to timing, type of costs, mine closure plans and review of potential methods and technical advancements. Furthermore, due to uncertainties concerning environmental remediation, the ultimate cost of our decommissioning liability could differ from the amounts provided. The estimate of our obligation is subject to change due to amendments to applicable laws and regulations and as new information concerning our operations becomes available. We are not able to determine the impact on the Company’s financial position, if any, of environmental laws and regulations that may be enacted in the future. Additionally, the expected cash flows in the future are discounted at our estimated credit-adjusted risk-free rate based on the periods the Company expects to complete the reclamation and remediation activities. Differences in the expected periods of reclamation or in the credit-adjusted risk-free rates used could have a material difference in the actual settlement of the obligations compared with the amounts provided.

207

Table of Contents

Off-Balance Sheet Arrangements

See Note 16 – Commitments and Contingencies to the consolidated financial statements for information on our off balance sheet arrangements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to risks associated with commodity prices, interest rates and credit. Commodity price risk is defined as the potential loss that we may incur as a result of changes in the market value of uranium, vanadium, REEs, HMC and HMS products. Interest rate risk results from our debt and equity instruments that we issue to provide financing and liquidity for our business. Credit risk arises from the extension of credit throughout all aspects of our business. Industry-wide risks can also affect our general ability to finance exploration, and development of exploitable resources; such effects are not predictable or quantifiable. Market risk is the risk to the Company of adverse financial impact due to changes in the fair value or future cash flows of financial instruments as a result of fluctuations in interest rates and foreign currency exchange rates.

Commodity Price Risk

Our profitability is directly related to the market price of uranium, vanadium, REEs, HMC and HMS products recovered. We may, from time to time, undertake commodity and currency hedging programs, with the intention of maintaining adequate cash flows and profitability to contribute to the long-term viability of the business. We anticipate selling forward in the ordinary course of business if, and when, we have sufficient assets and recovery to support forward sale arrangements, and forward sale arrangements are available on suitable terms. There are, however, risks associated with forward sale programs. If we do not have sufficient recovered product to meet our forward sale commitments, we may have to buy or borrow (for later delivery back from recovered product) sufficient product in the spot market to deliver under the forward sales contracts, possibly at higher prices than provided for in the forward sales contracts, or potentially default on such deliveries. In addition, under forward contracts, we may be forced to sell at prices that are lower than the prices that may be available on the spot market when such deliveries are completed. Although we may employ various pricing mechanisms within our sales contracts to manage our exposure to price fluctuations, there can be no assurance that such mechanisms will be successful. There can also be no assurance that we will be able to enter into term contracts for future sales of uranium, vanadium, separated NdPr, REE oxides or other REE products or HMC or HMS products at prices or in quantities that would allow us to successfully manage our exposure to price fluctuations.

Interest Rate Risk

The Company is exposed to interest rate risk on its cash equivalents, deposits, and restricted cash. The Company does not use derivatives to manage interest rate risk. Our interest income is earned in U.S. dollars and is not subject to currency risk.

Currency Risk

The foreign exchange risk relates to the risk that the value of financial commitments, recognized assets or liabilities will fluctuate due to changes in foreign currency rates. The Company does not use any derivative instruments to reduce its exposure to fluctuations in foreign currency exchange rates. As the U.S. Dollar is the functional currency of our U.S. operations, the currency risk has been reduced. We maintain a nominal balance in Canadian dollars, Australian dollars, Kenyan Shillings, Malagasy Ariary and Brazilian Real, resulting in a low currency risk relative to our cash and cash equivalent balances. We also hold equity marketable securities in Canadian dollars.

The following table summarizes, in U.S. dollar equivalents, the Company’s major foreign currency (identified above) exposures as of December 31, 2025 (in thousands):

Cash and cash equivalents $ 7,270

The table below summarizes a sensitivity analysis for significant unsettled currency risk exposure with respect to our financial instruments as of December 31, 2025 with all other variables held constant. It shows how net income would have been affected by changes in the relevant risk variables that were reasonably possible at that date (in thousands).

Change for Sensitivity Analysis Increase (Decrease) in Comprehensive Income

Weakening net earnings -1% change in U.S. dollar / major foreign currency $ (70)

208

Table of Contents

Credit Risk

Credit risk relates to cash and cash equivalents, trade, and other receivables that arise from the possibility that any counterparty to an instrument fails to perform. The Company primarily transacts with highly rated counterparties and a limit on contingent exposure has been established for any counterparty based on that counterparty’s credit rating. As of December 31, 2025, the Company’s maximum exposure to credit risk was the carrying value of cash and cash equivalents, trade and note receivables and marketable debt securities.

209

Table of Contents

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ENERGY FUELS INC.

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

Page No.

Financial Statements:

Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024 215

Notes to the Consolidated Financial Statements 220

210

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Energy Fuels Inc.:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Energy Fuels Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

211

Table of Contents

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Asset retirement obligation costs

As discussed in Note 11 to the consolidated financial statements, the Company recorded an asset retirement obligation (ARO) liability of $22.2 million as of December 31, 2025. The estimate of future costs involves a number of estimates relating to timing, planned decommissioning activities, and review of potential methods and technical advancements.

We identified the evaluation of the future costs for decommissioning activities as a critical audit matter. Specialized skills and knowledge were required to evaluate the Company’s determination of decommissioning activities and their related costs to satisfy ARO. In addition, the ARO was sensitive to minor changes to significant assumptions, such as decommissioning costs.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s ARO process, including certain controls related to the estimation of decommissioning costs. We tested the determination of the planned decommissioning activities used in the estimate by inquiring of management, inspecting minutes of the board of directors, and reviewing underlying documentation. We involved environmental professionals with specialized skills and knowledge, who assisted in evaluating the Company’s planned remediation activities for certain sites and changes in the liability and assumptions from those used in the prior period including comparing the Company’s planned remediation activities to those communicated to regulatory authorities.

/s/ KPMG LLP

We have served as the Company’s auditor since 2017.

Denver, Colorado

February 26, 2026

212

Table of Contents

ENERGY FUELS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Expressed in thousands of U.S. dollars, except per share amounts)

Years Ended December 31,

Operating costs and expenses:

Transactions and integration related costs — 10,343 —

Other income (expense):

Loss in unconsolidated affiliates (1,321) (175) —

Net loss attributable to non-controlling interest (477) (76) (106)

Basic net income (loss) per share (Note 12) $ (0.38) $ (0.28) $ 0.63

Diluted net income (loss) per share (Note 12) $ (0.38) $ (0.28) $ 0.62

See accompanying notes to the consolidated financial statements.

213

Table of Contents

ENERGY FUELS INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Expressed in thousands of U.S. dollars, except per share amounts)

Years Ended December 31,

Total other comprehensive income (loss)

Foreign currency translation adjustment 3,176 (4,126) —

Total other comprehensive income (loss) $ 3,176 $ (4,126) $ —

See accompanying notes to the consolidated financial statements.

214

Table of Contents

ENERGY FUELS INC.

CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of U.S. dollars and share amounts in thousands)

December 31,

ASSETS

Current assets

Prepaid expenses and other current assets 5,319 6,463

Property, plant and equipment, net (Note 7) 69,795 55,187

Marketable securities (Notes 4 and 17) 10,241 —

Intellectual property, net (Note 9) 4,367 4,767

LIABILITIES & EQUITY

Current liabilities

Accounts payable and accrued liabilities (Note 15) $ 24,985 $ 32,228

Convertible senior notes, net (Notes 10 and 17) 675,688 —

Equity

Accumulated other comprehensive loss (2,896) (6,072)

Commitments and contingencies (Note 16)

See accompanying notes to the consolidated financial statements.

215

Table of Contents

ENERGY FUELS INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Expressed in thousands of U.S. dollars and share amounts in thousands)

Shares Amount

Shares issued for the vesting of restricted stock units 313 — — — — — —

Shares issued for exercise of stock options 208 718 — — 718 — 718

Shares issued for exercise of stock appreciation rights 268 — — — — — —

Contributions attributable to non-controlling interest — — — — — 83 83

Shares issued for the vesting of restricted stock units 254 — — — — — —

Shares issued for exercise of stock options 122 357 — — 357 — 357

Shares issued for exercise of stock appreciation rights 90 — — — — — —

Shares issued for acquisition of intangible assets 321 1,500 — — 1,500 — 1,500

Shares issued for the vesting of restricted stock units 706 — — — — — —

Shares issued for exercise of options to consultants 24 166 — — 166 — 166

Shares issued for exercise of stock appreciation rights 4 — — — — — —

Contributions attributable to non-controlling interest — — — — — 759 759

See accompanying notes to the consolidated financial statements.

216

Table of Contents

ENERGY FUELS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of U.S. dollars)

Years Ended December 31,

Operating activities

Settlement of asset retirement obligations (25,144) (3,206) —

Unrealized foreign exchange (gain) loss 1,739 (223) (431)

Unrealized gain on investments — — (15,472)

Realized loss on investments — — 10,491

Realized gain on marketable securities (1,663) (2,310) (1,141)

Realized gain on convertible note redemptions and sale — — (1,430)

Loss in unconsolidated affiliates 1,321 175 —

Exploration project abandonment charge 1,500 — —

Amortization of debt issuance costs and other, net 923 71 84

Changes in current assets and liabilities:

Prepaid expenses and other current assets (1,079) (3,130) 423

Investing activities

Acquisition of intangible assets — (1,639) —

Payment for contingent consideration acquired — (16,830) —

Proceeds from convertible note redemptions and sale, net — — 60,887

Financing activities

Issuance of convertible senior notes 700,000 — —

Payment for debt issuance costs (25,327) — —

Cash received from exercise of stock options 1,973 357 970

Purchase of capped calls (53,550) — —

Cash received from non-controlling interest 759 — 83

Plus: net cash and restricted cash acquired from business combination — 27,006 —

Plus: release of restricted cash related to sale of assets — — 3,590

Net change in cash, cash equivalents and restricted cash 28,599 (16,419) (5,245)

Supplemental disclosure of cash flow information:

Cash paid for taxes $ 96 $ 1,885 $ —

Non-cash investing and financing transactions:

Shares issued for acquisition of Base Resources $ — $ 178,438 $ —

Shares issued for joint venture interest $ — $ 3,500 $ —

Shares issued for acquisition of intangible assets $ — $ 1,500 $ —

Contingent consideration for acquisition of intangible assets $ — $ 1,690 $ —

Acquisition of convertible note $ — $ — $ 59,457

See accompanying notes to the consolidated financial statements.

217

Table of Contents

ENERGY FUELS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts expressed in thousands of U.S. dollars except share amounts expressed in thousands and per share amounts)

1. THE COMPANY AND DESCRIPTION OF BUSINESS

Energy Fuels Inc. and its subsidiary companies (collectively the “Company” or “Energy Fuels”) produce several of the critical minerals essential to United States (“U.S.”) energy security and other advanced technologies, including uranium, vanadium, Rare Earth Elements (“REEs”) and heavy mineral sands (“HMS”), in an effort to strengthen domestic supply chains and reduce reliance on foreign-controlled sources. The White Mesa Mill is (the “White Mesa Mill” or the “Mill”) is key to building a critical minerals hub in the U.S. due to its notable ability to process uranium, vanadium, REE products, HMS products and, potentially, radioisotopes.

Uranium is used as fuel for nuclear power, a reliable baseload source of energy in the world. The Company is engaged in conventional and in situ recovery (“ISR”) uranium exploration, evaluation, permitting (as necessary), extraction, recovery and sale of uranium from its mineral properties in the U.S. The Company’s Pinyon Plain, Whirlwind, La Sal, Bullfrog, Arizona Strip and Roca Honda Projects are U.S.-based conventional uranium mining projects located on the Colorado Plateau and within trucking distance of the Mill, while its Sheep Mountain Project is a uranium project located in Wyoming, USA. As of December 31, 2025, the Company continued ore production at its Pinyon Plain, La Sal and Pandora Projects, as well as exploration drilling and analysis at its Pinyon Plain and Nichols Ranch Projects. The other conventional uranium mining projects are on standby and are being evaluated for continued mining and other activities and/or are in the process of being permitted. The Company’s Nichols Ranch Project (inclusive of the Jane Dough and Hank Satellite deposits) is an ISR uranium project located in Wyoming, USA.

The Company also produces vanadium pentoxide (“V2O5”) as a co-product of uranium at the Mill from certain of its Colorado Plateau properties, and, at times, from solutions in its Mill tailing impoundment system, each as market conditions warrant.

Concurrently, the Company’s recycling program (which includes processing uranium from other uranium-bearing materials not derived from natural or native ores, referred to as “Alternate Feed Materials,” recycling tailings solutions and performing other activities for the recovery of uranium, vanadium and potentially other metals and radionuclides), contributes to reducing the levels of new production and natural disturbances needed to meet global energy demand by repurposing feed sources that would have otherwise been lost to direct disposal and extracting additional valuable minerals from them.

Additionally, the Company is evaluating the potential to recover radioisotopes from its existing uranium process streams at the Mill for use in targeted alpha therapy (“TAT”) cancer treatments, see Note 3 – Transactions.

REEs are used to manufacture permanent magnets for electric vehicles (“EVs”), defense systems, wind turbines, robotics and other clean energy and modern technologies. In recent years, the Company has and continues to progress initiatives towards full REE separation capabilities at the Mill to produce both “light” and “heavy” separated REE oxides. The Mill produced a mixed rare earth element carbonate (“RE Carbonate”) from various uranium- and REE-bearing materials acquired from third parties at commercial scale in 2022, produced separated neodymium/praseodymium (“NdPr”) at commercial scale at the Mill in 2024 and produced on-spec dysprosium (“Dy”) oxide at the Mill at pilot scale in July 2025. The Company is piloting terbium (“Tb”) and samarium (“Sm”) oxide at the Mill. NdPr, Dy, Tb and Sm are all REEs and classified as critical minerals in the U.S.

The titanium and zirconium products derived from our HMS production are used for, in the case of titanium (which is produced from ilmenite and rutile), aircraft engines and frames, spacecraft components, medical devices, pigments and other industrial and consumer goods uses, and, in the case of zirconium fuel rod cladding and reactor components for nuclear power plants, high-temperature parts in jet engines and spacecraft, metal allows, ceramics, and abrasives and other uses in the medical field and chemical industry. The Company has acquired several REE/HMS projects in recent years to procure monazite feed for the Mill.

On October 2, 2024, the Company acquired Base Resources Limited (“Base Resources”), thereby increasing its portfolio of other REE/HMS projects around the world, including the Vara Mada REE and HMS project in Toliara, Madagascar (the “Vara Mada Project” formerly known as the “Toliara Project”), which is a permitting/development stage property for the potential production of HMS products that would be sold into the commercial HMS product market while the associated monazite would be used as a feedstock ore for production of REEs and uranium at the Mill. As part of its acquisition of Base Resources, the Company acquired Kwale HMS Project in Kenya (the “Kwale Project”), which ceased production at the end of 2024 and is currently in reclamation, see Note 3 – Transactions.

218

Table of Contents

On June 3, 2024, the Company executed binding agreements (collectively, the “JV Agreements”) with Astron Corporation Limited (“Astron”) for the creation of a joint venture (the “Donald Project JV”) to jointly develop and operate the Donald REE and HMS Project in Australia (the “Donald Project”), which is a fully permitted development stage property also for the potential production of heavy mineral concentrate (“HMC”) that would be sold into the commercial HMC market while the associated monazite is expected to be used as feedstock ore for productions of REEs and uranium at the Mill. See Note 3 – Transactions for more information.

The Company also owns the Bahia REE/HMS project in Brazil (the “Bahia Project”), which is an exploration/permitting stage property for the potential production of HMC that would be sold into the commercial HMC market while the associated monazite is expected to be used as a feedstock ore for production of REEs and uranium at the Mill.

As of December 31, 2025, the Company is a “production stage issuer,” as defined by 7 CFR Subparts 220.1300 and 228.601(b)(96) (collectively, “S-K 1300”), because it is engaged in the material extraction of mineral reserves on at least one material property.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and are presented in thousands of U.S. dollars, except for share amounts, which are expressed in thousands, and per share amounts unless otherwise noted.

Use of Estimates

The preparation of the Company’s consolidated financial statements in accordance with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. The Company must make these estimates and assumptions because certain information used is dependent on future events, cannot be calculated with a high degree of precision from data available or simply cannot be readily calculated based on generally accepted methodologies.

The more significant areas requiring the use of management estimates and assumptions relate to expectations of the future prices of uranium, REE and HMS as well as estimates of recoverable mineral resources that are the basis for future cash flow estimates utilized in assessing fair value for business combinations and impairment calculations; the determination of whether an acquisition represents a business combination or an asset acquisition; the use of management estimates and assumptions related to environmental, reclamation and closure obligations; marketable securities; and share-based compensation expense. Actual results may differ significantly from these estimates.

Principles of Consolidation

These consolidated financial statements include the accounts of the Company together with subsidiaries controlled by the Company. Intercompany transactions, balances and unrealized gains and losses on transactions between the Company and its subsidiaries are eliminated.

Segment Information

The Company regularly reviews its segment reporting for alignment with its strategic goals and operational structure as well as for evaluation of business performance and allocation of resources by the chief operating decision maker (“CODM”), who is the Company’s Chief Executive Officer and its President. In October 2024, the Company reassessed and revised its operating strategies following the acquisition of Base Resources. Following this acquisition, the Company determined that its reportable segments were based on uranium, REE and HMS. The CODM primarily uses operating income (loss) to evaluate the performance of the Company’s reportable segments.

Business Combination and Asset Acquisition Accounting

The Company applies a screen test to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction should be accounted for as an asset acquisition or business combination.

219

Table of Contents

When an acquisition does not meet the definition of a business combination because either: (i) substantially all of fair value of the gross assets acquired is concentrated in a single identifiable asset, or group of similar identified assets, or (ii) the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, the Company accounts for the acquisition as an asset acquisition. In an asset acquisition, goodwill is not recognized, but rather, any excess purchase consideration over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets as of the acquisition date and any direct acquisition-related transaction costs are capitalized as part of the purchase consideration.

When an acquisition is accounted for as a business combination, the Company recognizes and measures the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date, while transaction and integration costs related to business combinations are expensed as incurred. Any excess of the purchase consideration in excess of the aggregate fair value of the net tangible and intangible assets acquired, if any, is recorded as goodwill. The Company engages independent appraisers to assist with the determination of the fair value of assets acquired, liabilities assumed, noncontrolling interest, if any, and goodwill, based on recognized business valuation methodologies. An income, market or cost valuation method may be utilized to estimate the fair value of the assets acquired and liabilities assumed in a business combination. The income valuation method represents the present value of future cash flows over the life of the asset using discrete financial forecasts, long-term growth rates, appropriate discount rates and expected future capital requirements. The market valuation method uses prices paid for a similar asset by other purchasers in the market, normalized for any differences between the assets. The cost valuation method is based on the replacement cost of a comparable asset at the time of the acquisition adjusted for depreciation and economic and functional obsolescence of the asset. The fair value of property, plant and mine development is estimated to include the fair value of asset retirement costs of related long-lived tangible assets. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to mineral properties if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the period the adjustment arises.

Extracting and Recovery Activities While in the Development Stage

The Company extracts or recovers mineralized uranium from mining activities, mill tailings, pond solutions and Alternate Feed Materials, resulting in saleable uranium concentrates from its Mill and, when operating, its Nichols Ranch Project. While the Company has established the existence of multiple Mineral Resources and extracts and processes saleable uranium from these operations, the Company has only established proven or probable Mineral Reserves, as defined under SEC S-K 1300, at its Vara Mada, Sheep Mountain and Pinyon Plain projects.

Costs incurred before the establishment of proven and probable reserves are expensed and classified as exploration expense. As a result, the Company’s consolidated financial statements may not be directly comparable to the financial statements of mining companies in the development stage having multiple Mineral Reserves.

Extracting and Recovery Activities While in the Production Stage

Production stage mineral interests represent interests in operating properties that contain proven and probable reserves and are depleted using the units-of-production method (“UOP”) over the estimated life of the ore body based on estimated recoverable material to be produced from proven and probable reserves.

The calculation of the UOP rate of depletion could be materially impacted to the extent that actual production in the future is different from current forecasts of production based on proven and probable reserves. This would generally occur to the extent that there were significant changes in any of the factors or assumptions used in determining reserves. These changes could include: (i) an expansion of proven and probable reserves through exploration activity; (ii) differences between estimated and actual costs of production, due to differences in grade, recovery rates and foreign currency exchange rates; and (iii) differences between actual commodity prices and commodity price assumptions used in the estimation of reserves. If reserves decreased significantly, UOP depletion charged to operations would increase; conversely, if reserves increased significantly, UOP depletion charged to operations would decrease. Such changes in reserves could similarly impact the useful lives of assets depreciated on a straight-line basis, where those lives are limited to the life of the mine, which in turn is limited to the life of proven and probable reserves.

The expected useful lives used in depletion calculations are determined based on the applicable facts and circumstances, as described above. As judgment is involved in the determination of useful lives, no assurance can be given that actual useful lives will not differ significantly from the useful lives assumed for the purpose of depletion calculations.

220

Table of Contents

Impairment of Long-Lived Assets

The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Mineral properties are monitored for impairment based on factors such as mineral prices, government regulation and taxation, the Company’s continued right to explore the area, exploration reports, assays, technical reports, drill results and its continued plans to fund exploration programs on the property. Impairment of long-lived assets related to exploration activities are expensed to Exploration, development and processing.

At each reporting date, the Company conducts a review of potential triggering events for all its mineral properties. When events or changes in circumstances indicate that the related carrying amounts may not be recoverable, the Company carries out a review and evaluation of its long-lived assets in accordance with its accounting policy. Impairment of long-lived assets related to exploration activities are expensed to Exploration, development and processing. Impairment losses are recognized in profit or loss.

Recoverability is measured by comparing the undiscounted future net cash flows to the net book value. When the net book value exceeds future net undiscounted cash flows, the fair value is compared to the net book value and an impairment loss may be measured and recorded based on the excess of the net book value over fair value. Fair value for operating mines is determined using a combined approach, which uses a discounted cash flow model for the existing operations and non-operating properties with available cash flow models and a market approach for the fair value assessment of non-operating and exploration properties where no cash flow model is available. Future cash flows are estimated based on quantities of recoverable mineralized material, expected uranium, REE or HMS prices (considering current and historical prices, trends and estimates), production levels, operating costs, capital requirements and reclamation costs, all based on life-of-mine plans. In estimating future cash flows, assets are grouped at the lowest level, for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company’s estimates of future cash flows are based on numerous assumptions, and it is possible that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable minerals, uranium prices, production levels, costs and capital are each subject to significant risks and uncertainties.

No impairment of property, plant and equipment and mineral properties were recorded during the years ended December 31, 2025, 2024 and 2023.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of all cash balances and highly liquid investments with an original maturity of three months or less. Because of the short maturity of these investments, the carrying amounts approximate their fair value. Restricted cash is excluded from cash and cash equivalents and is included in other current or long-term assets, depending on the nature of the restriction. See Note 11 – Asset Retirement Obligations and Restricted Cash for more information.

Marketable Securities

Marketable debt securities consist of excess cash invested in U.S. government notes, U.S. government agencies and tradeable certificates of deposits. The Company classifies and accounts for its marketable debt securities under the fair value option. After consideration of the Company’s risk versus reward objectives, as well as its liquidity requirements, the Company may sell these debt securities prior to their stated maturities. As management views these securities as available to support current operations, the Company classifies highly liquid securities with maturities beyond 12 months as current assets under the caption Marketable securities on the Consolidated Balance Sheet. Subsequent to initial recognition, marketable debt securities are measured at fair value and changes therein are recognized as a component of Other income (loss) in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Marketable equity securities consist of investments in publicly traded equity securities. The Company elected the fair value option for its marketable equity securities. Subsequent to initial recognition, marketable equity securities are measured at fair value and changes therein are recognized as a component of Other income (loss) in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company evaluates its estimate of expected credit losses based on historical experience and current and forecasted future economic conditions for each portfolio of customers. As of December 31, 2025 and 2024, the Company did not have an allowance for expected credit losses for trade accounts receivable.

221

Table of Contents

Inventories

Inventories are valued at the lower of average cost or net realizable value. Net realizable value represents the estimated future sales price of the product based on current and long-term prices, less the estimated costs to bring the product to sale. Inventories are comprised of consumables, stockpiles and raw materials, work-in-process inventories and finished goods.

Expenditures for the extraction and recovery of uranium concentrates are capitalized to stockpile inventories.

The provision for slow moving consumable store inventory is an estimate based on management judgment, which gives consideration to the completion of mining activities in December 2024 and expected usage during the reclamation of the Kwale Project, inventory turnover trends and historical inventory write-offs. The actual amount of inventory write-offs could be higher or lower than the allowance made.

Property, Plant and Equipment

Recognition and measurement

Property, plant and equipment is measured at cost less accumulated depreciation and any accumulated impairment losses. Costs include expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, when it is replaced, and the cost of the replacement asset is expensed.

Depreciation

Depreciation of plant and equipment is calculated using the straight-line method over the estimated useful lives less the salvage value of assets. The estimated useful lives of the Company’s assets range from 3 to 15 years depending upon the asset type. Uncertainties that may impact these estimates of useful lives include, among others, changes in laws and regulations or changes in attitudes or interpretations of such laws and regulations relating to environmental matters, restoration and abandonment requirements, economic conditions and supply and demand for the Company’s services in the areas in which it operates. When assets are placed into service, management makes estimates with respect to useful lives and salvage values that it believes are reasonable. When assets are retired or sold, the resulting gains or losses are reflected in current earnings as a component of other income or expense. Salvage values, method of depreciation and useful lives of the assets are reviewed at least annually and any change in estimate is applied prospectively.

The expected useful lives used in depreciation calculations are determined based on the applicable facts and circumstances, as described above. As judgment is involved in the determination of useful lives, no assurance can be given that actual useful lives will not differ significantly from the useful lives assumed for the purpose of depreciation calculations.

Non-Operating Mineral Properties

Non-operating assets consist of mineral properties, along with data and analyses related to the properties, which are in various stages of evaluation and permitting. Costs to acquire the non-operating assets are capitalized at cost or if such assets were acquired as part of a business combination, fair value.

Non-operating assets activities involve the exploration for minerals, the determination of technical feasibility and the assessment of commercial viability of an identified resource. Expenditures incurred in relation to such activities include costs which are directly attributable to researching and analyzing existing exploration data; conducting geological studies, exploratory drilling and sampling; examining and testing extraction and treatment methods; and completing pre-feasibility and feasibility studies. Such expenditures are expensed as incurred.

Mineral properties, that are not held for production, and any related surface access to the minerals generally require periodic payments and/or certain expenditures related to the property in order for the Company to retain its interest in the mineral property. The Company expenses these costs in the period they are incurred.

Standby Properties

Standby properties are mineral properties that have extracted mineral resources in the past that are not operating, but could extract mineral resources in the future. Expenditures related to these properties are primarily related to maintaining the assets and permits in a condition that will allow re-start of the operations or development given appropriate commodity prices. All costs related to standby assets are expensed as incurred.

The Mill operates on a campaign basis. When the Mill is not recovering material, all related costs are expensed as incurred.

222

Table of Contents

Leases

The Company accounts for leases under Financial Accounting Standards Board (the “FASB”) Accounting Standard Codification (“ASC”) Topic 842, Leases, which requires leases to be recognized as assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. The Company recognizes in the balance sheet a liability to make lease payments (the lease liability) and the right-of-use asset representing the right to the underlying asset for the lease term. For leases with a term of twelve months or less, the Company has made an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities.

Investments

Equity Method Investments

Investments that the Company exercises significant influence over, but does not control, the operating and financial policies of the investee and is not the primary beneficiary, are accounted for using the equity method and are reported in the Investments line on the accompanying Consolidated Balance Sheets. The Company’s judgment regarding the level of influence over each equity method investee includes considering key factors such as the Company’s ownership interest, representation on the Board of Directors and participation in policy-making decisions of the investee and material intercompany transactions.

Investments Accounted for at Fair Value

The Company accounts for equity method investments over which the Company exerts significant influence, but not control, over the financial and operating policies through the fair value option of FASB ASC Topic 825, Financial Instruments. The Company elected the fair value option based on practical expedience, variances in reporting timelines and cost-benefit considerations. The cost of such investments is measured at the fair value of the assets given up, shares issued and liabilities assumed at the date of acquisition plus costs directly attributable to the acquisition. Subsequent to initial recognition, they are measured at fair value. The fair value of the investee’s common shares is measured based on its closing market price. The Company uses the Black-Scholes option pricing model to estimate the fair value of its investment in warrants with the following assumptions: (i) the investee’s closing market price on the valuation date, (ii) the risk-free interest rate computed based on the U.S. Treasury yield, (iii) an expected term equal to the remaining contractual term, (iv) a dividend yield of zero, and (v) the expected stock price volatility calculated based on the historical volatility of the common shares of the investee. Changes in the fair value of these investments are recognized in Other income (loss) in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

Investments Without a Readily Determinable Fair Value

The Company measures equity investments without readily determinable fair values at cost, less any impairment, adjusted for observable price changes from orderly transactions for identical or similar investments of the same issuer. See Note 8 – Investments for more information.

Variable Interest Entities

The Company evaluates all legal entities in which it holds an ownership or other pecuniary interest to determine if the entity is a variable interest entity (“VIE”). The Company’s interests in a VIE are referred to as variable interests. Variable interests can be contractual, ownership or other pecuniary interests in an entity that change with changes in the fair value of the VIE's assets. When it is determined that the Company holds an interest in a VIE, the next step is to determine if the Company is the entity’s primary beneficiary. A primary beneficiary is deemed to have a controlling financial interest in a VIE. This controlling financial interest is evidenced by both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses that could potentially be significant to the VIE or the right to receive benefits that could potentially be significant to the VIE. The Company consolidates any VIE when it is determined that the Company is the primary beneficiary. Any interests in a VIE that are not consolidated must be disclosed.

Significant judgment is exercised in determining that a legal entity is a VIE and in evaluating the Company’s interest in a VIE as the Company uses primarily a qualitative analysis to determine if an entity is a VIE. The Company evaluates the entity’s need for continuing financial support; the equity holder’s lack of a controlling financial interest; and/or if an equity holder’s voting interests are disproportionate to its obligation to absorb expected losses or receive residual returns. The primarily qualitative analysis is used to determine if the Company is deemed to have a controlling financial interest in the VIE, either on a standalone basis or as part of a related party group. The Company continually monitors interests in legal entities for changes in the design or activities of an entity and changes in any interests, including the Company’s status as the primary beneficiary to determine if the changes require the Company to revise previous conclusions.

223

Table of Contents

Changes in the design or nature of the activities of a VIE, or the Company’s involvement with a VIE, may require the Company to reconsider conclusions on the entity’s status as a VIE and/or the Company’s status as the primary beneficiary. Such reconsideration requires significant judgment and understanding of the organization. This could result in the deconsolidation or consolidation of the affected subsidiary, which would have a significant impact to the consolidated financial statements.

Asset Retirement Obligations

The Company’s asset retirement obligations (“ARO”) relate to expected mine, wellfield, plant and mill reclamation and closure activities, as well as costs associated with reclamation of exploration drilling. These activities are subject to numerous governmental laws and regulations. Estimates of future reclamation liabilities for ARO are recognized in the period when such liabilities are incurred. These estimates are updated on a periodic basis and are subject to changing laws, regulatory requirements, technology and other factors, which will be recognized when appropriate. Liabilities related to site restoration include long-term treatment, monitoring costs and expected costs net of recoveries. Expenditures incurred to dismantle facilities, restore and monitor closed resource properties are charged against the related ARO.

The present value of AROs is measured by discounting the expected cash flows using a discount factor that reflects the credit-adjusted risk-free rate of interest, while taking into account an inflation rate. The ARO liability is accreted to full value over time through periodic accretion charges recorded to operations as accretion expense. The Company adjusts the estimate of the ARO for changes in the amount or timing of underlying future cash outflows. The impact of these adjustments to the ARO are expensed as incurred.

Convertible Senior Notes

The Company accounts for its convertible senior notes in accordance with ASC 470, Debt. The convertible senior notes are accounted for as a single liability measured at amortized cost, as no features does not require bifurcation. Debt issuance costs are recorded as a direct deduction from the carrying amount of the notes and amortized to interest expense over the contractual term using the effective interest method. Interest expense includes both the contractual coupon and the amortization of debt issuance costs. The convertible senior notes are classified as long-term debt in the Consolidated Balance Sheets unless amounts become due within twelve months.

In connection with the issuance of the convertible senior notes, the Company entered into capped call transactions, which are accounted for separately as equity instruments in the Consolidated Balance Sheets.

Loss Contingencies and Related Legal Costs

The Company accounts for loss contingencies in accordance with ASC 450-20, Loss Contingencies. A liability for a loss contingency is recognized when it is probable that a liability has been incurred as of the balance sheet date and the amount of loss can be reasonably estimated. If a loss contingency is reasonably possible but not probable, or if the amount of loss cannot be reasonably estimated, the Company provides disclosure of the contingencies nature and, when determinable, an estimate of the possible loss or range of loss, or a statement that such an estimate cannot be made.

The Company’s accounting policy is to expense legal costs related to loss contingencies as incurred.

Revenue

Uranium Concentrates

The Company’s sales of uranium concentrates are derived from contracts with major U.S. utilities. Revenue is recognized when delivery is evidenced by book transfer at the applicable uranium storage facility. The sales contracts specify the quantity to be delivered, the price, payment terms and the year of the delivery. The Company’s contracts with major U.S. utilities have terms greater than one year. Under these contracts, each product delivered to the customer represents a separate performance obligation. Therefore, the Company applies the optional exemption not to disclose the remaining transaction price that is variable and allocated to wholly unsatisfied future quantities.

The Company will also sell uranium concentrate to the U.S. Uranium Reserve Program or other third parties and such contracts are short-term in nature with a contract term of one year or less. Accordingly, the Company is exempt from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.

224

Table of Contents

Under the Company’s uranium contracts, it invoices customers after the performance obligations have been satisfied, at which point payment is unconditional. Accordingly, the Company’s uranium contracts do not give rise to contract assets or liabilities.

Heavy Mineral Sands

The Company sells mineral sands products under a range of International Commercial Terms (“Incoterms”). Revenue is recognized at the point in time when effective control of the product is transferred to the customer which is the only performance obligation of the Company. The point at which effective control has transferred to the customer is determined under the Incoterms of each sale. For most of the Company’s sales, where the Incoterms are Free on Board or Cost and Freight, this is when the goods are loaded onto a shipping vessel. Other Incoterms only transfer effective control to the customer once the products reach their point of destination, at which stage the performance obligation is considered satisfied and the revenue recognized.

The Company measures its revenues from contracts with customers at a price established in the formal agreement with the customer.

In all circumstances, revenue can reliably be measured based on quantities shipped and prices as described above. All costs associated with the sale, most notably the cost of the inventory being shipped, are known at the time of shipment.

After control has transferred to the customer, there are no continuing obligations such as customer right of return or warranties that could impact the recognition of revenues. Once the Company’s sole performance obligation has been met, the Group has the right to invoice the customer and it is therefore probable that future economic benefits will flow to the Group.

Vanadium Concentrates

The Company’s sales of vanadium concentrates are recognized when delivery is evidenced by book transfer at the applicable vanadium storage facility. Under the Company’s vanadium contracts, it invoices customers after the performance obligations have been satisfied, at which point payment is unconditional. Accordingly, the Company’s vanadium contracts do not give rise to contract assets or liabilities.

RE Carbonate

The Company’s sales of RE Carbonate revenue is recognized when delivery of the mixed RE Carbonate material has arrived at the applicable separation facility. Additionally, the Company will recognize revenue when the customer further processes the product from the RE Carbonate that the Company delivered and it is sold to a third party. Additionally, under this contract, each delivered product transferred to the customer represents a separate performance obligation; therefore, future volumes are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required. Accordingly, the Company’s contracts do not give rise to contract assets or liabilities.

Alternate Feed Materials

Revenue from the delivery of mineralized material received from the clean-up of a third-party uranium mine or for other Alternate Feed Materials is typically recognized upon delivery to the White Mesa Mill. Revenue from toll milling services is recognized as material is processed in accordance with the specifics of the applicable toll milling agreement. Revenue and unbilled accounts receivable are recorded as related costs are incurred using billing formulas included in the applicable toll milling agreement.

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue.

Share-Based Compensation

The Company measures share-based compensation awards exchanged for director, employee and contractor services at fair value on the date of the grant and expenses the awards in the Consolidated Statements of Operations and Comprehensive Income (Loss) over the requisite employee service period. The fair value of restricted stock units (“RSUs”) is based on the Energy Fuels’ closing stock price on the date of grant. The fair value of stock appreciation rights (“SARs”) with market conditions is based on a Monte Carlo simulation performed by a third-party valuation firm. The fair value of stock options is determined using the Black-Scholes valuation model. Share-based compensation expense related to awards with only service conditions having a graded vesting schedule is recorded on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance, multiple awards, while expense for all other awards are recognized on a straight-line basis. The Company’s estimates may be impacted by certain variables including, but not

225

Table of Contents

limited to, stock price volatility, employee stock option exercise behaviors, additional stock option grants, the Company’s performance and related tax impacts.

Foreign Currency

Transactions in foreign currencies are translated to the respective functional currency of the Company’s subsidiaries and joint ventures at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the exchange rate as of the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated to the functional currency at the exchange rate when the fair value was determined. Foreign currency differences are generally recognized in profit or loss. Non-monetary items that are measured based on historical cost in a foreign currency are not translated.

The assets and liabilities of entities whose functional currency is not the U.S. dollar are translated into the U.S. dollar at the exchange rate as of the reporting date. The income and expenses of such entities are translated into the U.S. dollar using average exchange rates for the reporting period. Exchange differences on foreign currency translations are recorded in Other comprehensive income (loss). The Company’s functional currency is the U.S. dollar.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recorded based on differences between the financial statement carrying values of existing assets and liabilities and their respective income tax bases (temporary differences), and losses carried forward. Deferred income tax assets and liabilities are measured using the enacted tax rates which will be in effect when the temporary differences are likely to reverse. The effect on deferred income tax assets and liabilities of a change in tax rates is included in operations in the period in which the change is enacted.

The Company records a valuation allowance to reduce deferred income tax assets to the amount that is believed more likely than not to be realized. When the Company concludes that all or part of the deferred income tax assets are not realizable in the future, the Company makes an adjustment to the valuation allowance that is charged to income tax expense in the period such determination is made.

On July 4, 2025, Public Law No. 119-21, commonly referred to as the One Big Beautiful Bill Act (the “OBBBA”), was enacted in the U.S., introducing a broad range of changes to federal tax law. All effects of changes in tax laws are recognized in the consolidated financial statements during the period of enactment. As such, the effects of the OBBB are reflected in the Company's provision for income taxes as of and for the year ended December 31, 2025. The OBBB did not have a material effect on income tax expense for the year ending December 31, 2025.

Net Income (Loss) per Share

The Company presents basic income (loss) per share data for its common shares, calculated by dividing the income (loss) attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is determined by adjusting the income (loss) attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all potential dilutive instruments based on the number of common shares that would be issuable if the end of the period was also the end of the performance period required for the vesting of the awards. Potentially dilutive instruments include stock options, restricted stock units, stock appreciation rights and shares related to convertible senior notes, which are included in the diluted income (loss) per share calculation using the treasury stock method.

Recently Adopted Accounting Standards

Segment Reporting

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU requires annual and interim disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss as well as the amount and composition of other segment items. The Company adopted this standard prospectively on January 1, 2024. See Note 21 – Reportable Segments.

226

Table of Contents

Income Tax Disclosures