Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 12, 2026, the Board of Directors (the "Board") of Standard Nuclear, Inc.…
Filed Aug 14, 2026Accepted Aug 14, 2026, 8:02 AM EDTCIK 2086716Accession 0001628280-26-056936
Standard Nuclear is a leading independent advanced nuclear fuel company and the only company in the United States with industrial-scale TRISO manufacturing facilities to date, based on our commercialized manufacturing capability supported by production-grade equipment, established processes, and facility infrastructure designed for sustained, high-throughput output and scalable expansion. We design, engineer, and manufacture advanced nuclear fuels with a primary focus on TRISO fuel that is utilized by advanced nuclear reactors, including some SMRs and microreactors, designed to be safer, more efficient, and more flexible than traditional nuclear reactors (“Advanced Reactors”), and we believe we are the only participant in the market that is currently positioned to be able to work with and develop fuel for any developer of Advanced Reactors which use TRISO fuel. As of the date of this prospectus, we operate the only dedicated, privately funded, industrial scale TRISO production line in the United States and are currently producing and shipping fuel for Advanced Reactor demonstrations scheduled for 2026, with additional TRISO production facilities expected to come online in the second half of 2026.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 12, 2026, the Board of Directors (the "Board") of Standard Nuclear, Inc. (the "Company") increased the size of the Board from four to five directors by increasing the number of Class II directors, and appointed Seth Cohen to serve in the resulting vacancy. He will also serve on the Company’s Compensation Committee. Mr. Cohen’s term expires at the 2028 annual meeting of stockholders, or until his successor is duly elected and qualified, or until his earlier death, resignation, disqualification or removal. The Board has determined that Mr. Cohen qualifies as an "independent director" under the listing standards of the New York Stock Exchange, including the additional independence requirements applicable to compensation committee members under Section 303A.02(a)(ii) and Rule 10C-1 under the Securities Exchange Act of 1934, as amended.
Mr. Cohen most recently served as Chief Counsel for Nuclear Policy at the U.S. Department of Energy from June 2025 to June 2026. Prior to that, Mr. Cohen practiced law at Kirkland & Ellis LLP from September 2022 to May 2025, and served as law clerk for the Honorable Elizabeth Lee Branch of the U.S. Court of Appeals for the Eleventh Circuit from August 2021 to August 2022 and for the Honorable Kenneth Kiyul Lee of the U.S. Court of Appeals for the Ninth Circuit from August 2020 to August 2021.
Mr. Cohen will be eligible to receive the Company's standard annual compensation for service on the Board and its applicable committees as in effect from time to time, which standard compensation was previously disclosed in the Company's Registration Statement on Form S-1 (File No. 333-296922), declared effective by the Securities and Exchange Commission on July 15, 2026 (the “Registration Statement”) under the caption "Management - Director Compensation - Non-Employee Director Compensation Policy." Mr. Cohen’s director compensation will be pro-rated for 2026 based upon the effective date of his appointment.
The Company entered into an indemnification agreement with Mr. Cohen pursuant to which the Company is required to indemnify Mr. Cohen against liabilities that may arise by reason of his service as a director. The form of such indemnification agreement has been filed as Exhibit 10.1 to the Company's Registration Statement.
There is no arrangement or understanding between Mr. Cohen and any other person pursuant to which he was selected as a director. There is no transaction involving Mr. Cohen requiring disclosure under Item 404(a) of Regulation S-K.
On August 14, 2026, the Company issued a press release announcing the appointment of Mr. Cohen to the Board. The press release is included herewith as Exhibit 99.1 to this Current Report on Form 8-K.