ENERGY FUELS INCUUUU
ENERGY FUELS INC Stock Compensation Disclosure
SHARE-BASED COMPENSATION
The Company maintains an equity incentive plan, known as the 2024 Amended and Restated Omnibus Equity Incentive Compensation Plan (as amended on May 24, 2024 and April 21, 2025 and ratified by the Company’s shareholders at its Annual and Special Meeting of Shareholders on June 11, 2025) (the “Compensation Plan”), for directors, executives, eligible employees and consultants. Existing equity incentive awards include employee non-qualified stock options, RSUs and SARs. The Company issues new Common Shares to satisfy exercises and vesting under its equity incentive awards. Under the Compensation Plan, full value awards mean any award other than employee non-qualified stock options, SARs or similar awards, the value of which non-qualified stock options, SARs or similar award is based solely on an increase in the value of the Common shares over the grant price, option price or similar exercise price applicable to such award (“Full Value Awards”). The number of Common Shares reserved for issuance to participants under the Compensation Plan shall not exceed 17,500,000 (the “Total Share Authorization”). In addition to being subject to the Total Share Authorization limit, the aggregate number of Shares that may be issued under all Full Value Awards shall not exceed 12,500,000 (the “Full Value Share Authorization”). As of December 31, 2025, the total Common Shares authorized for future equity incentive plan awards was 10,878,682 Common Shares under the Total Share Authorization and 9,968,893 Common Shares under the Full Value Share Authorization.
The Company’s share-based compensation expense, by type of award, is as follows:
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
RSUs(1) | $ | 9,741 | $ | 3,450 | $ | 2,595 | |||||||||||
| SARs | 7 | 295 | 1,583 | ||||||||||||||
| Stock options | 3,793 | 1,669 | 447 | ||||||||||||||
Total share-based compensation expense(2) | $ | 13,541 | $ | 5,414 | $ | 4,625 | |||||||||||
(1)The fair value of the RSUs granted under the Compensation Plan was determined as the higher of the Company’s closing share price on the NYSE American on the last trading day before the date of grant and the five-day volume-weighted average price (“VWAP”) on the NYSE American ending on the last trading day before the grant date.
(2)Share-based compensation is included in Selling, general and administration and Exploration, development and processing in the Consolidated Statements of Operations and Comprehensive Loss. Additionally, the Company capitalized $0.95 million of share-based compensation expense to Mineral properties in the Consolidated Balance Sheets during the year ended December 31, 2025. No share-based compensation expense was capitalized for the years ended December 31, 2023 or 2024.
As of December 31, 2025, there were $3.93 million and $1.64 million of unrecognized compensation costs related to the unvested RSU awards and stock options, respectively, which is expected to be recognized over a weighted average period of 2.03 years and 1.08 years, respectively. There is no unrecognized expense remaining related to the SARs as of December 31, 2025.
Restricted Stock Units
The Company grants RSUs to directors, executives and eligible employees. Awards for executives and eligible employees are determined as a target percentage of base salary and generally vest over three years. Holders of unvested RSUs do not have voting rights on those RSUs. The RSUs are subject to forfeiture risk and other restrictions. Upon vesting, the employee is entitled to receive one Common Share of the Company for each RSU at no additional payment.
A summary of the Company’s unvested RSU activity is as follows:
| Number of Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Unvested, December 31, 2022 | 747,425 | $ | 4.77 | ||||||||
| Granted | 450,232 | 7.36 | |||||||||
| Vested | (448,883) | 4.24 | |||||||||
| Forfeited | (106,935) | 7.03 | |||||||||
| Unvested, December 31, 2023 | 641,839 | $ | 6.57 | ||||||||
| Granted | 879,699 | 6.50 | |||||||||
| Vested | (373,067) | 6.20 | |||||||||
| Forfeited | (5,325) | 5.59 | |||||||||
| Unvested, December 31, 2024 | 1,143,146 | $ | 6.65 | ||||||||
| Granted | 1,645,261 | 6.01 | |||||||||
| Vested | (851,718) | 6.42 | |||||||||
| Forfeited | (75,351) | 5.57 | |||||||||
| Unvested, December 31, 2025 | 1,861,338 | $ | 6.22 | ||||||||
The fair value of RSUs that vested and were settled for equity was $9.54 million, $2.72 million and $3.00 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Stock Appreciation Rights
The Company has granted SARs to executives and eligible employees from time-to-time.
Each SAR granted vests on the satisfaction of certain performance goals, and once vested, entitles the holder to receive, upon a valid exercise, payment from the Company in cash or Common Shares (at the sole discretion of the Company) in an amount representing the difference between the fair market value (“FMV”) of the Company’s Common Shares on the date of exercise and grant price. FMV as used herein means the closing price of the Common Shares on the TSX or the NYSE American on the last trading day immediately prior to the date of exercise.
A summary of the Company’s SARs activity is as follows:
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Intrinsic Value | ||||||||||||||||||||
| Outstanding, December 31, 2022 | 2,452,768 | $4.07 | |||||||||||||||||||||
| Granted | 308,333 | 7.36 | |||||||||||||||||||||
| Exercised | (842,107) | 2.92 | |||||||||||||||||||||
| Forfeited | (79,466) | 7.30 | |||||||||||||||||||||
| Outstanding, December 31, 2023 | 1,839,528 | $5.01 | |||||||||||||||||||||
| Granted | — | — | |||||||||||||||||||||
| Exercised | (250,036) | 2.92 | |||||||||||||||||||||
| Forfeited | (3,152) | 7.36 | |||||||||||||||||||||
| Expired | (569,595) | 2.94 | |||||||||||||||||||||
| Outstanding, December 31, 2024 | 1,016,745 | $6.67 | |||||||||||||||||||||
| Granted | — | — | |||||||||||||||||||||
| Exercised | (13,495) | 6.68 | |||||||||||||||||||||
| Forfeited | — | — | |||||||||||||||||||||
| Expired | — | — | |||||||||||||||||||||
| Outstanding, December 31, 2025 | 1,003,250 | $6.67 | 1.30 | $ | 7,893 | ||||||||||||||||||
| Exercisable, December 31, 2025 | 1,003,250 | $6.67 | 1.30 | $ | 7,893 | ||||||||||||||||||
The fair value for exercised SARs was $0.11 million, $1.24 million and $3.55 million for the years ended December 31, 2025, 2024 and 2023, respectively.
A summary of the Company’s unvested SARs activity is as follows:
| Number of Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Unvested, December 31, 2022 | 1,360,625 | $ | 2.81 | ||||||||
| Granted | 308,333 | 3.45 | |||||||||
| Vested | — | — | |||||||||
| Forfeited | (79,466) | 3.58 | |||||||||
| Unvested, December 31, 2023 | 1,589,492 | $ | 2.89 | ||||||||
| Granted | — | — | |||||||||
| Vested | — | — | |||||||||
| Expired | (569,595) | 1.22 | |||||||||
| Forfeited | (3,152) | 3.45 | |||||||||
| Unvested, December 31, 2024 | 1,016,745 | $ | 3.83 | ||||||||
| Granted | — | — | |||||||||
| Vested | (1,016,745) | 3.83 | |||||||||
| Expired | — | — | |||||||||
| Forfeited | — | — | |||||||||
| Unvested, December 31, 2025 | — | $ | — | ||||||||
Stock Options
The Company, under the Compensation Plan, may grant stock options to directors, executives, employees and consultants to purchase Common Shares of the Company. The exercise price of the stock options is set as the higher of the Company’s closing share price on the NYSE American on the last trading day before the date of grant and the five-day VWAP on the NYSE American ending on the last trading day before the grant date. Stock options granted under the Compensation Plan generally vest over a period of two years or more and are generally exercisable over a period of five years from the grant date, such period not to exceed 10 years.
Performance-Based Stock Options
The Company grants stock options to its executives and certain other high-level employees intended to incentivize them to achieve the Company’s strategic long-term goals over the specified terms of the grants, based on significant common share price growth objectives, and to reward them for achieving those growth objectives. The grants entitle the recipients to purchase one Common Share of the Company at an exercise price being a 10% premium to the higher of (i) the VWAP of the Common Shares of the Company on the NYSE American for the five trading days ending on the last trading day prior to the date of the meeting when granted, and (ii) the closing price of the common shares of the Company on the NYSE American on the last trading day prior to the date of such meeting (the “Performance-Based Options”). The Performance-Based Options vest as to 50% one year following the grant date and as to the remaining 50% two years following the grant date. The term of the Performance-Based Options is five years.
The fair value of all stock options, including Performance-Based Options, granted under the Compensation Plan for the years are measured at fair value on grant date using the Black-Scholes Option Valuation Model, with the following weighted average assumptions:
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Risk-free interest rate | 4.2 | % | 4.6 | % | 4.0 | % | |||||||||||
| Expected life | 3.1 years | 3.1 years | 3.2 years | ||||||||||||||
Expected volatility(1) | 63.3 | % | 68.2 | % | 74.0 | % | |||||||||||
| Expected dividend yield | — | % | — | % | — | % | |||||||||||
| Weighted average grant date fair value | $ | 2.35 | $ | 3.33 | $ | 3.80 | |||||||||||
(1) Expected volatility is measured based on the Company’s historical share price volatility over a period equivalent to the expected life of the stock options.
A summary of all of the Company’s stock option activity, including Performance-Based Options, is as follows:
| Range of Exercise Prices | Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Intrinsic Value | |||||||||||||||||||||||||
| Outstanding, December 31, 2022 | $1.70 - $8.41 | 767,678 | $ | 3.24 | |||||||||||||||||||||||||
| Granted | 5.34 - 8.60 | 153,299 | 7.20 | ||||||||||||||||||||||||||
| Exercised | 1.70 - 6.47 | (348,538) | 2.83 | ||||||||||||||||||||||||||
| Forfeited | 3.89 - 7.36 | (32,250) | 6.74 | ||||||||||||||||||||||||||
| Expired | 1.76 - 6.47 | (16,720) | 3.75 | ||||||||||||||||||||||||||
| Unvested, December 31, 2022 | $1.76 - $8.60 | 523,469 | $ | 4.48 | |||||||||||||||||||||||||
| Granted | 5.09 - 8.23 | 772,189 | 7.45 | ||||||||||||||||||||||||||
| Exercised | 1.76 - 6.47 | (122,236) | 2.92 | ||||||||||||||||||||||||||
| Forfeited | 6.12 - 8.23 | (32,637) | 7.25 | ||||||||||||||||||||||||||
| Expired | 2.92 - 7.36 | (7,813) | 6.76 | ||||||||||||||||||||||||||
| Outstanding, December 31, 2024 | $1.76 - $8.60 | 1,132,972 | $ | 6.58 | |||||||||||||||||||||||||
| Granted | 4.57 - 24.00 | 2,032,999 | 6.07 | ||||||||||||||||||||||||||
| Exercised | 1.76 - 8.41 | (355,823) | 5.31 | ||||||||||||||||||||||||||
| Forfeited | 5.43 - 7.48 | (129,790) | 5.85 | ||||||||||||||||||||||||||
| Expired | 1.76 - 7.48 | (39,515) | 3.14 | ||||||||||||||||||||||||||
| Outstanding, December 31, 2025 | $3.89 - $24.00 | 2,640,843 | $ | 6.45 | 3.32 | $ | 21,411 | ||||||||||||||||||||||
| Exercisable, December 31, 2025 | $3.89 - $8.60 | 391,454 | $ | 7.26 | 2.72 | $ | 2,851 | ||||||||||||||||||||||
The fair value of options exercised was $2.88 million, $0.49 million and $1.53 million for the years ended December 31, 2025, 2024 and 2023, respectively.
A summary of the Company’s unvested stock option activity is as follows:
| Number of Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Unvested, December 31, 2022 | 140,586 | $ | 4.12 | ||||||||
| Granted | 153,299 | 3.71 | |||||||||
| Vested | (92,453) | 3.57 | |||||||||
| Forfeited | (32,250) | 3.78 | |||||||||
| Unvested, December 31, 2023 | 169,182 | $ | 4.11 | ||||||||
| Granted | 772,189 | 3.33 | |||||||||
| Vested | (109,931) | 4.29 | |||||||||
| Forfeited | (32,637) | 3.61 | |||||||||
| Unvested, December 31, 2024 | 798,803 | $ | 3.35 | ||||||||
| Granted | 2,032,999 | 2.35 | |||||||||
| Vested | (453,999) | 3.33 | |||||||||
| Expired | — | — | |||||||||
| Forfeited | (129,790) | 2.47 | |||||||||
| Unvested, December 31, 2025 | 2,248,013 | $ | 2.50 | ||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
| 2022 | Mar 8, 2023 | |
| 2021 | Mar 15, 2022 | |
| 2018 | Mar 12, 2019 | |
| 2017 | Mar 12, 2018 | |
| 2016 | Mar 10, 2017 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.