DBHL 8-K
Deep Isolation Nuclear, Inc. (DBHL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 21, 2026, the Board of Directors (the “Board”) of Deep Isolation Nuclear, Inc. (the “Company”) unanimously appointed Mr. Ralph L. Hunter as a Class C director, effective immediately.
Mr. Hunter, age 60, has more than thirty-five years of experience in the nuclear power generation industry. He is the Chairman and CEO of RC Nuclear Consultants, LLC, which advises investors, data center developers, technology companies and power offtakers on financing, siting, licensing, technology selection and operations across the advanced nuclear landscape. Mr. Hunter previously served as the President and CEO of Orion Nuclear Energy Corporation, the President and Chairman of Constellation Generation Development, LLC, the Executive Vice President of JExel Nuclear Company, and a director on the board of Rolls-Royce SMR Limited. Mr. Hunter also served as the Chair of the U.S. Civil Nuclear Trade Advisory Committee and Co-Chair of the U.S.-Japan Business Council’s nuclear working group. Mr. Hunter also currently serves as a director of ASP Isotopes Inc., a company engaged in the development of isotope enrichment technology for the medical, semiconductor and green energy sectors.
Mr. Hunter will serve as a Class C Director of the Company, with a term expiring at the 2028 annual meeting of the Company’s stockholders. The Board has affirmatively determined that Mr. Hunter is “independent” within the meaning of Nasdaq’s and the Securities and Exchange Commission’s (the “SEC”) corporate governance rules.
Mr. Hunter was not selected as a director pursuant to any arrangements or understandings with the Company or with any other person. There are no related party transactions between Mr. Hunter or any member of his immediate family and the Company that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Hunter will be compensated for his service as a director on the same basis as the Company’s other non-employee directors, which compensation will be pro-rated for service until the end of the current fiscal year. Payment of Mr. Hunter’s compensation for his service on the Board will be made in quarterly installments. In addition, as a component of his compensation for service on the Board and consistent with the equity incentive compensation granted to each other non-executive director of the Board, Mr. Hunter received a discretionary grant of equity incentive awards consisting of 43,333 restricted stock units (“RSUs”) with a market value of $130,000 based on a price of $3.00 per share. Such awards were granted effective January 21, 2025, pursuant to the Company’s 2025 Equity Incentive Plan (the “Plan”). The description of the equity incentive awards granted to Mr. Hunter included in this Item 5.02 is qualified in its entirety by the full text of the form of RSU agreement and the Plan, each of which is filed as Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2025.
In connection with Mr. Hunter’s appointment to the Board, the Company and Mr. Hunter have entered into the Company’s standard form of indemnification agreement. This agreement requires the Company to indemnify Mr. Hunter to the fullest extent permitted by applicable law for certain liabilities to which he may become subject as a result of his service as a director of the Company. The foregoing summary of the indemnification agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form indemnification agreement, a copy of which is filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2025.
Item 7.01 Regulation FD Disclosure
On January 23, 2026, the Company issued a press release announcing Mr. Hunter’s appointment to the Board. A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by reference in such filing.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated January 23, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DEEP ISOLATION NUCLEAR, INC. | ||
| Date: January 23, 2026 | By: | /s/ Rodney Baltzer |
| Rodney Baltzer | ||
| President and Chief Executive Officer | ||
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Exhibit 99.1
Deep Isolation Appoints Nuclear Industry Veteran Ralph L. Hunter to its Board of Directors
Hunter brings extensive experience in nuclear project development, financing, and operations as Deep Isolation advances its innovative nuclear waste disposal technology
BERKELEY, CA, January 23, 2026 – Deep Isolation Nuclear, Inc. (“Deep Isolation” or the “Company”), a leading innovator in nuclear waste disposal technology, today announced the appointment of Ralph L. Hunter to the Company’s Board of Directors, effective immediately.
Mr. Hunter brings more than 35 years of experience in the nuclear power generation industry to Deep Isolation. He is Chairman and CEO of RC Nuclear Consultants, LLC, advising investors, data center developers, technology companies, and power offtakers on financing, siting, licensing, technology selection, and operations across the advanced nuclear landscape.
Previously, Mr. Hunter led Orion Nuclear Energy Corporation, a global nuclear development company focused on small modular, advanced, and micro-reactor projects. Before that, he served as President and Chairman of Constellation Generation Development, LLC, where he oversaw Constellation Energy Generation’s nuclear development activities worldwide. His prior roles also include Executive Vice President and Representative Director of JExel Nuclear Company – a joint venture between Japan Atomic Power Company and Constellation Energy Generation – and board service at Rolls-Royce SMR Limited. Earlier in his career, Hunter held senior leadership positions at Burns and Roe Group and Westinghouse Electric Company LLC.
Mr. Hunter has played a significant role in shaping international nuclear policy and trade, serving as Chair of the U.S. Civil Nuclear Trade Advisory Committee (CINTAC) and Co-Chair of the U.S.–Japan Business Council’s nuclear working group. He holds bachelor’s and master’s degrees in nuclear engineering from the University of Florida and is a certified Project Management Professional.
“Deep Isolation is developing a solution to address nuclear waste disposal, one of the most complex and consequential challenges in the energy sector,” said Hunter. “Having spent over 35 years in nuclear project development, financing, and operations – from traditional plants to next-generation technologies – I’m impressed by Deep Isolation’s technical rigor and expertise. Their deep borehole technology represents exactly the kind of practical innovation our industry needs. I look forward to working with the management team to help navigate the regulatory landscape and advance this vital technology toward commercialization.”
“Ralph brings an exceptional combination of technical expertise and business leadership that will be invaluable as Deep Isolation continues to advance its mission,” said Rod Baltzer, Deep Isolation’s President and CEO. “His extensive experience in nuclear project development, licensing, and international business positions him perfectly to guide our company through the complex regulatory and commercialization pathways ahead of us. His track record of successfully bringing nuclear technologies to market will be instrumental as we work to deliver safe, practical solutions for nuclear waste disposal.”
Hunter’s appointment comes at a pivotal moment for Deep Isolation following its recently announced successful completion of two Department of Energy (DOE) funded research projects – Project Savant and Project UPWARDS – focused on development of the world’s first disposal-ready Universal Canister System (UCS) for spent nuclear fuel and high-level radioactive waste from advanced reactors. Together, the projects advanced the technical design, safety case, and regulatory readiness of the UCS, demonstrating its potential to provide a standardized, flexible disposal pathway that can accommodate multiple reactor technologies while reducing cost, complexity, and long-term risk across the nuclear fuel cycle.
About Deep Isolation
Deep Isolation is the first company to undertake development of technologies for nuclear waste disposal in deep boreholes. Deep Isolation has commenced a planned three-year initiative to complete a full-scale, at-depth demonstration of its Universal Canister System and deep borehole solution, a critical milestone to the company’s commercialization strategy. When commercialized, Deep Isolation’s solution will offer a uniquely tailored solution to help countries identify, plan for and complete the necessary steps to dispose of their nuclear waste inventories. With 91 patents issued to date, Deep Isolation’s technology is being designed to leverage proven drilling practices to allow safe isolation of waste deep underground in horizontal, vertical, or slanted borehole repositories. Deep Isolation’s Universal Canister System was developed through a three-year project funded by the U.S. Department of Energy’s Advanced Research Projects Agency—Energy and is engineered to support integrated management of spent fuel and high-level waste from advanced reactors across storage, transportation and eventual disposal.
For more information, visit: deepisolation.com
Media Contact:
Sophie McCallum
Investor Contact:
Caldwell Bailey
Forward-Looking Statements
Statements contained in this news release that are not historical facts are “forward-looking information” or “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements regarding our plans, objectives and expectations for our business, the future growth of our business and the nuclear energy and nuclear waste disposal industries as a whole, and future benefits expected to arise from our strategic partnerships. In certain cases, forward-looking statements can be identified by the use of words and phrases or variations of words and phrases or statements such as “may,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “will,” “could,” “project,” “target,” “potential,” “continue” and similar expressions. Forward-looking statements are based on management’s belief and assumptions, including current expectations and projections about future events and trends, and on information currently available to management.
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Forward-looking statements in this or any other news release are subject to a number of risks, uncertainties, and assumptions that could cause actual results to be materially different from those expressed or implied by such forward-looking statements. Such risks, uncertainties, and assumptions are subject to a number of factors, including, among others: the failure of a market to develop for our deep borehole disposal solutions as quickly as we expect or at all; a failure of demand for our solution to develop sufficiently; regulatory and legal developments, including issues relating to obtaining regulatory approvals or permissions on the timelines we expect or at all; our lack of profitability; delays or failure in our initiative to complete a full-scale, at-depth demonstration of our Universal Canister System and our deep borehole solution; our failure to enter into contracts with customers or, once we do enter into contracts, to continue such contractual relationships or to receive new contract awards; our dependency on governmental contracts and awards; our failure to manage our growth effectively or to execute our business plan; a failure to sustain and expand relationships with governmental entities and strategic partners; failure in the assumptions or analyses we have used in supporting forecasts or plans; our inability to commercialize our products at scale; the development or deployment of other technologies or solutions supplanting or competing with our technologies; challenges to our intellectual property; failures to protect, maintain, enforce, and enhance our intellectual property, and claims by others of intellectual property infringement; political and public perceptions of nuclear energy, including perceptions as to accidents or other high-profile events involving nuclear power facilities or radioactive materials; our liquidity and ability to raise capital; any inability to control operating and project costs and project delays or other project-related problems; security (including cybersecurity) breaches or disruptions; geopolitical, macroeconomic, domestic events or crises, including supply chain disruptions and other risks and uncertainties outside of our control; weather and effects of climate change; and litigation or legal proceedings that may be brought against us.
The foregoing is not an exhaustive list of all the factors that may cause any forward-looking statements to prove inaccurate or our actual results to differ materially from our expectations and forecasts. Moreover, we operate in a highly regulated environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this release may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements, and we cannot guarantee future results, performance, or achievements. Accordingly, readers should not place undue reliance on forward-looking statements. We undertake no obligation to update any forward-looking statements for any reason after the date of this release or to conform these statements to actual results or revised expectations, except as required by law.
Additional information concerning the factors above and other factors will be found in the Company’s public filings with the Securities and Exchange Commission (the “SEC”), including the sections titled “Forward-Looking Statements” and “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 filed with the SEC on November 14, 2025 and in filings with the SEC that will be made. The Company’s SEC filings are available free of charge at www.sec.gov filed or upon written request to Deep Isolation Nuclear at [email protected].
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