# Westwater Resources, Inc.: Form 10-Q for the period ended Mar 31, 2026 - Company: [Westwater Resources, Inc.](/companies/wwr.md) (CIK 839470) - Form: 10-Q - Filed: 2026-05-12 - Accepted by EDGAR: May 12, 2026, 16:30 ET - Period: 2026-03-31 - Accession: 0001104659-26-059442 - Inline XBRL: yes - Main document: https://www.sec.gov/Archives/edgar/data/839470/000110465926059442/wwr-20260331x10q.htm - All documents and exhibits: https://www.sec.gov/Archives/edgar/data/839470/000110465926059442/ ## Figures reported in this filing Standardized XBRL line items for the period ended 2026-03-31. | Line item | Period | Value | XBRL concept | | --- | --- | ---: | --- | | Research and development | 3 months, 2026-01-01 to 2026-03-31 | $550.0k | us-gaap:ResearchAndDevelopmentExpense | | Net income | 3 months, 2026-01-01 to 2026-03-31 | −$4.7m | us-gaap:NetIncomeLoss | | Diluted EPS | 3 months, 2026-01-01 to 2026-03-31 | −$0.04 | us-gaap:EarningsPerShareDiluted | | Basic EPS | 3 months, 2026-01-01 to 2026-03-31 | −$0.04 | us-gaap:EarningsPerShareBasic | | Diluted shares (weighted) | 3 months, 2026-01-01 to 2026-03-31 | 122,571,872 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding | | Operating cash flow | 3 months, 2026-01-01 to 2026-03-31 | −$4.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities | | Capital expenditure | 3 months, 2026-01-01 to 2026-03-31 | $1.6m | us-gaap:PaymentsToAcquireProductiveAssets | | Cash and equivalents | at 2026-03-31 | $41.5m | us-gaap:CashAndCashEquivalentsAtCarryingValue | | Current assets | at 2026-03-31 | $42.3m | us-gaap:AssetsCurrent | | Total assets | at 2026-03-31 | $189.1m | us-gaap:Assets | | Current liabilities | at 2026-03-31 | $9.1m | us-gaap:LiabilitiesCurrent | | Total liabilities | at 2026-03-31 | $10.4m | us-gaap:Liabilities | | Shareholders' equity | at 2026-03-31 | $178.7m | us-gaap:StockholdersEquity | ## Management's discussion and analysis As filed, 23,655 characters. The following discussion and analysis of the consolidated financial results and financial condition of Westwater for the three months ended March 31, 2026 should be read in conjunction with the unaudited Interim Financial Statements and Notes thereto included herewith and the audited consolidated financial statements as of and for the years ended December 31, 2025 and 2024, and the related notes thereto appearing elsewhere in our Annual Report, which were prepared in accordance with U.S. GAAP. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. 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 elsewhere in this report. See “*Cautionary Note Regarding Forward-Looking Statements”* herein. ### INTRODUCTION Westwater Resources, Inc. is an energy technology company focused on developing a vertically integrated battery-grade natural graphite business through its two primary projects, the Kellyton Graphite Plant and the Coosa Graphite Deposit, both located in Coosa County, Alabama. Once operational, Westwater expects the Kellyton Graphite Plant to process natural flake graphite and, based on current studies and estimates, produce 12,500 mt per year of CSPG in Phase I of the Kellyton Graphite Plant, primarily for use in lithium-ion batteries. Westwater also holds mineral rights to explore and potentially mine the Coosa Graphite Deposit, which Westwater anticipates will eventually provide natural graphite flake concentrate to the Kellyton Graphite Plant. ### SUMMARY OF RECENT DEVELOPMENTS ### Coosa Graphite Deposit On October 27, 2025, Westwater announced plans to progress the permitting process for future mine development at its Coosa Graphite Deposit. The Company has retained a third-party permitting and engineering firm to support and manage permitting activities and is actively engaging with the U.S. Army Corps of Engineers, the Alabama Department of Environmental Management (“ADEM”), and other state and local authorities as the process progresses. The permitting effort is expected to include the preparation and execution of required environmental studies and the submission of applications under applicable federal and state frameworks, including, where required, water discharge permits, wetlands permits, air permits, and other approvals necessary for the construction and operation of the Coosa Graphite Deposit. The results of these studies will support optimization of mine planning, infrastructure layout, and overall project design as Westwater continues to evaluate and develop the Coosa Graphite Deposit for efficient, technically sound, and environmentally responsible natural graphite production. As previously announced and since permitting activities commenced in the fourth quarter of 2025, the Company applied for an NPDES permit with ADEM and received “covered project” designation for the Coosa Graphite Deposit under the FAST‑41 Federal Permitting Program. The submitted application includes site-specific engineering, hydrologic, and environmental analyses to support compliance with applicable federal and state water quality standards. FAST‑41, enacted by Congress in 2015, is intended to improve the timeliness, predictability, and transparency of the federal permitting process through publicly available permitting schedules and formal coordination mechanisms. During the three months ended March 31, 2026, the Company completed several foundational technical and environmental studies for the Coosa Graphite Project. The Company also continued to work on geotechnical analyses, hydrologic monitoring, and federal and state permitting activities. Ongoing efforts include preparation of the U.S. Army Corps of Engineers Individual Permit application, completion of the U.S. Fish and Wildlife Service habitat assessment and related survey planning, continued FAST‑41 coordination, early‑stage preparation of the ADEM air permit, and evaluation of potential impacts on the county road segment within the Phase I mining area. ### Kellyton Graphite Plant – Construction Update During the three months ended March 31, 2026, the Company continued to oversee detailed engineering and manufacturing progress related to long‑lead equipment procured in the fourth quarter of 2025 for the Kellyton Graphite Plant. Westwater continued to operate its R&D Lab and its qualification line at the Kellyton Graphite Plant during the first quarter. Both the R&D Lab and qualification line support ongoing product development and optimization with potential customers and provide in-house quality control testing capabilities. The Company believes the R&D Lab increases flexibility to refine and produce future samples in accordance with customer specifications. The qualification line has resulted in the Company’s ability to produce aggregate production samples in excess of one metric ton of CSPG, for use in pre-production evaluations and testing. CSPG produced on the qualification line is representative of CSPG material produced in a future commercial setting and the Company expects the continued operation of the qualification line to support the production of bulk CSPG samples in one to ten metric ton batches for customer qualification activities. The qualification line is also being used for operations training and process familiarization, which the Company believes may support a more efficient commissioning and start-up of the Kellyton Graphite Plant. To support these efforts, the Company continues to test the performance of the equipment at the Kellyton Graphite Plant and evaluate ongoing and upcoming equipment needs, potential alternative sources and procurement options for equipment, and costs and timelines. Since the inception of the Kellyton Graphite Plant, and inclusive of liabilities as of March 31, 2026, the Company has incurred costs of approximately $129.6 million. The Company continued Phase I construction activities at a measured pace during the first quarter of 2026. With additional financing raised during 2025 and 2026, the Company has ordered certain long-lead equipment items to further advance Phase I in 2026; however, the Company currently intends to maintain a measured approach to capital deployment. The Company is maintaining its current cost estimate for Phase I of the Kellyton Graphite Plant of $245 million, of which approximately $115 million has not yet been incurred, including approximately $19 million related to contingency and potential cost escalations. ### Customer Engagement Update The global landscape for the U.S. supply of critical minerals, including natural graphite, continues to evolve. On March 31, 2026, SK On notified the Company of its decision to terminate the Procurement Agreement originally executed in February 2024. This termination followed FCA’s termination on November 3, 2025, of the Offtake Agreement with the Company originally executed in July 2024. While SK On and FCA have indicated they may be open to considering new arrangements with the Company, any future agreements would be subject to current market conditions and other terms to be negotiated. The Company continues to explore additional offtake opportunities with other prospective customers and, as part of these efforts, has provided and expects to continue providing product samples to support customer evaluation and qualification processes. Westwater continues to respond to inquiries from prospective customers as they evaluate the impact of announced and potential changes to global trade and industrial policy, including tariffs, export restrictions, domestic content requirements, countervailing and antidumping duties, the Section 45X advanced manufacturing production tax credit, and related policy measures that may affect demand for domestic battery-grade natural graphite. Many of these prospective customers include large, global lithium-ion battery manufacturers and original equipment manufacturers (“OEMs”). ### Financing Update In June and August 2025, the Company entered into the Series Purchase Agreements pursuant to which the Company issued and sold in registered public offerings Convertible Notes in the aggregate principal amount of $10.0 million, which are convertible into shares of the Company’s Common Stock. During the three months ended March 31, 2026, the Company continued to raise capital through its ATM Sales Agreement and sold 1.0 million shares of Common Stock for net proceeds of $1.2 million. Refer to *Note 4, Convertible Notes*, and *Note 7, Stockholders’ Equity*, of the Interim Financial Statements for further details. We continue to work to advance our plan to secure the remaining financing needed to complete Phase I of the Kellyton Graphite Plant. Consistent with our prior communications, we are prioritizing non-dilutive and lower cost sources of capital where available, including evaluating potential government programs. In support of these efforts, we have engaged advisors and are actively evaluating additional funding structures that may be available to the Company. In parallel, we are evaluating project level financing alternatives that may be supported by project assets, including equipment based financing and other structured solutions. While we maintain access to capital markets through our existing equity financing tools, we intend to remain disciplined and thoughtful in how we utilize those tools. Until the remaining financing for Phase I is secured, we expect to continue to manage expenditures with a focus on capital preservation, and certain construction and commissioning activities may remain limited. There can be no assurance that we will obtain additional financing in amounts sufficient to meet our needs, or on terms acceptable to the Company, nor can there be assurance regarding the timing of any such financing. ### RESULTS OF OPERATIONS ### Summary Consolidated net loss from operations for the three months ended March 31, 2026, was $4.7 million, or $0.04 per share, as compared with $2.7 million, or $0.04 per share for the same period in 2025. The $2.0 million increase in our consolidated net loss from operations was primarily due to costs associated with progressing the permitting of the Coosa Graphite Deposit, an increase in stock-based compensation expenses, and greater product development costs. Additional detail regarding the drivers of these primary cost increases is provided below. ### Product Development Expenses Product development expenses for the three months ended March 31, 2026, were $0.6 million, an increase of $0.4 million compared to the same period in 2025. The increase was primarily the result of a $0.1 million write-off of deferred contract costs related to the previously announced termination of the Procurement Agreement, $0.1 million more raw material inventory used in sample production, and $0.1 million of equipment maintenance and enhancements on our qualification line. ### Exploration Expenses Exploration expenses for the three months ended March 31, 2026, were $0.3 million. The increase of $0.3 million, compared to the same period in 2025 was a result of permitting related activities performed during the first quarter of 2026 to advance the Coosa Graphite Deposit through early stage permitting. Those activities included completing collection of all baseline environmental, geotechnical, cultural, and hydrologic data required to support permitting. All major water management structures needed for the initial mine development footprint and activities (process wastewater, treatment pond, freshwater makeup, and stormwater basin) were fully designed and certified. ### General and Administrative Expenses General and administrative expenses for the three months ended March 31, 2026, were $3.5 million, an increase of $1.2 million compared to the same period in the prior year. The increase was primarily driven by $0.6 million of higher stock‑based compensation expenses, resulting from larger and more broadly distributed RSU awards granted in May 2025 compared to prior years, including higher employer payroll taxes on equity awards that vested in the first quarter of 2026, a $0.3 million increase in services provided by third‑parties primarily related to the evaluation of government funding opportunities, investor relations, and legal services, and $0.1 million of commission expense resulting from the termination of the Procurement Agreement. ### Depreciation and Amortization Depreciation and amortization for the three months ended March 31, 2026, was $0.2 million and remained relatively flat, as compared to the same period in 2025. ### Other Expense, net Other expense, net for the three months ended March 31, 2026, was $0.1 million and remained relatively flat, as compared to the same period in 2025. For the three months ended March 31, 2026, the Company recognized other expense of approximately $1.1 million related to conversions on the Series B-1 Convertible Notes offset by other income of approximately $0.7 million related to changes in fair values of the Convertible Notes and approximately $0.4 million more interest income as a result of a larger cash balance. ### FINANCIAL POSITION ### Operating Activities Net cash used in operating activities of $4.0 million for the three months ended March 31, 2026, represents an increase of $1.7 million compared to the same period in 2025. The increase was primarily due to the timing of company-wide short-term incentive payments of $0.9 million. In an effort to manage cash flow, prior year bonus payments were deferred over the second and third quarters of 2025. The increase in cash used was also driven by the timing of payments for certain insurance programs of $0.5 million, and $0.4 million related to permitting activities at the Coosa Graphite Deposit and government relations. These increases were slightly offset by other miscellaneous changes in other working capital. ### Investing Activities Net cash used in investing activities for the three months ended March 31, 2026, was $1.6 million, a decrease of $1.4 million as compared to the same period in 2025. For both periods, the investing activity represents construction capital expenditures as the Company continues a managed approach to construction activity while seeking financing to fund the remaining construction of Phase I of the Kellyton Graphite Plant. See *Note 3 Property, Plant and Equipment* for further details. ### Financing Activities Net cash used in financing activities for the three months ended March 31, 2026, was $1.5 million, compared to net cash provided by financing activities of $4.2 million for the same period in 2025. The increase in net cash used was primarily attributable to $2.4 million higher withholding taxes related to net share settlements of equity awards that vested in the first quarter of 2026, and $3.4 million lower net proceeds from the sale of shares of Common Stock under the ATM Sales Agreement and the 2024 Lincoln Park PA during the three months ended March 31, 2026, compared to the same period in 2025. ### LIQUIDITY AND CAPITAL RESOURCES The Company has not recorded revenue from its graphite operations, and as such, Westwater is subject to all the risks associated with a development-stage company. Management expects to continue to incur cash losses to further advance the Coosa Graphite Deposit, to continue construction activity at the Kellyton Graphite Plant and for general and administrative expenses until operations commence at the Kellyton Graphite Plant. Operations at the Kellyton Graphite Plant are dependent on securing the additional funding needed to complete construction of Phase I of the Kellyton Graphite Plant. During the three months ended March 31, 2026, and through the date that these Interim Financial Statements were issued, the Company continued construction activities related to the Kellyton Graphite Plant. However, the construction activities have been significantly reduced from anticipated levels until additional funding is secured to advance Phase I of the Kellyton Graphite Plant. The Company’s construction-related contracts include termination provisions at the Company’s election that do not obligate the Company to make payments beyond what is incurred by the third-party service provider, including purchases of long lead equipment, through the date of such termination. On March 31, 2026, the Company’s cash balance was $41.5 million. During the three months ended March 31, 2026, the Company sold 1.0 million shares of Common Stock for net proceeds of $1.2 million pursuant to the ATM Sales Agreement. As of March 31, 2026, the Company had approximately $70.6 million remaining available for future sales under the ATM Sales Agreement and approximately $26.2 million remaining available for future sales under the 2024 Lincoln Park PA, subject to certain limitations contained within the Convertible Notes. See *Note 7, Stockholders’ Equity* to the Interim Financial Statements for further details regarding the Company’s equity financing agreements. While the Company has advanced its business plan and has been successful in the past raising funds through equity and debt financings, as well as through the sale of non-core assets, no assurance can be given that additional financing will be available in amounts sufficient to meet its needs, or on terms acceptable to the Company. Recent volatility in the equity and debt capital markets, higher interest rates, inflation, electric vehicle production and adoption rates, uncertain economic conditions and regulatory policy and enforcement, tariff policy and import/export restrictions, and unstable geopolitical conditions, could significantly impact the Company’s ability to access the necessary funding to advance its business plan. The Company’s ability to raise additional funds under the ATM Sales Agreement and the 2024 Lincoln Park PA may be limited by the Company’s market capitalization, share price and trading volume. Management believes the Company’s current cash balance is sufficient to fund its planned non-discretionary expenditures beyond a year after the date that these Interim Financial Statements were issued. For additional disclosure, refer to *Note 2, Liquidity* to the Interim Financial Statements for additional information. ### OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements. ### CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS With the exception of historical matters, the matters discussed in this report are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from projections or estimates contained herein. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, without limitation, statements regarding the adequacy of funding, liquidity, access to capital, financing activities, the timing or occurrence of any future drilling or production from the Company’s properties, economic conditions, the strategic goals of the business, costs of any phase of development or operational line at the Kellyton Graphite Plant and estimated construction and commissioning timelines and completion dates, the start date for the mining of the Coosa Graphite Deposit, and the Company’s anticipated cash burn rate and capital requirements. Words such as “may,” “could,” “should,” “would,” “believe,” “estimate,” “expect,” “anticipate,” “plan,” “forecast,” “potential,” “intend,” “continue,” “project,” “target” and variations of these words, comparable words and similar expressions generally indicate forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements. Actual results may differ materially from those expressed or implied by these forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, among others: - the spot price and long-term contract price of graphite (both flake graphite feedstock and purified graphite products) and vanadium, and the worldwide supply and demand of graphite and vanadium; - the effects, extent and timing of the entry of additional competition in the markets in which we operate; - our ability to obtain or maintain contracts or other agreements with customers; - available sources and transportation of graphite feedstock; - the ability to control costs and avoid cost and schedule overruns during the development, construction and operation of the Kellyton Graphite Plant; - the ability to construct and operate the Kellyton Graphite Plant in accordance with the requirements of permits and licenses and the requirements of tax credits and other incentives; - when operational, the ability to operate the Kellyton Graphite Plant at scale and in accordance with customer qualification specifications and requirements; - the effects of inflation, including labor shortages and supply chain disruptions; - rising interest rates and the associated impact on the availability and cost of financing sources; - uncertainty in debt and equity capital markets and the associated impact on the availability and cost of financing sources; - our ability to finance growth plans; - stock price volatility; - the availability and supply of equipment and materials needed to construct the Kellyton Graphite Plant; - changes in the U.S. administration or government regulation of the mining and manufacturing industries in the U.S.; - changes in legislation, regulations and economic conditions regarding tariffs, anti-dumping and countervailing duties, and the potential effect on the demand for our products or our cost or ability to produce or sell them; - the potential impact that foreign country tariffs may have on our construction costs or ability to (i) source and procure necessary raw materials for the manufacture and provision of our products and services; and (ii) sell and deliver our products to such foreign countries; - unanticipated geopolitical, geological, processing, regulatory and legal or other problems we may encounter, including government shutdowns; - the results of our exploration activities, and the possibility that future exploration results may be materially less promising than initial exploration results; - any graphite or vanadium discoveries not being in high enough concentration to make it economic to extract the minerals; - our ability to obtain and maintain rights of ownership or access to our mining properties; - currently pending or new litigation or arbitration; and - our ability to maintain and timely receive mining, manufacturing and other permits from regulatory agencies. In addition, other factors are described in our Annual Report, and the other reports we file with the SEC. Most of these factors are beyond our ability to predict or control. There can be no assurance that these statements will prove to be accurate as actual results and future events could differ materially from those anticipated in the statements. The forward-looking statements in this report are made as of the date of this filing, unless an earlier date is specified. Except as required by law, we assume no obligation to publicly update any forward-looking statements and forward-looking information, whether as a result of new information, future events or otherwise. ## Controls and procedures As filed, 1,770 characters. ### Evaluation of Disclosure Controls and Procedures The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its filings with the SEC is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management has recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply judgment in evaluating the Company’s controls and procedures. During the fiscal period covered by this report, the Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of March 31, 2026. ### Changes in Internal Controls There were no changes in our internal control over financial reporting during the three months ended March 31, 2026, that materially affected, or are reasonably likely to materially affect our internal control over financial reporting. ## Risk factors As filed, 216 characters. An investment in our Common Stock involves various risks. When considering an investment in us, careful consideration should be given to the risk factors discussed in *Risk Factors* in *Item 1A* in our Annual Report. Filed May 12, 2026. Source: SEC EDGAR, the filing index for accession 0001104659-26-059442. Last ingested by Listed: Oct 24, 2026, 14:58 ET. No prices; not investment advice.