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 September 25, 2025, the Board of Directors (the “Board”) of Deep Isolation Nuclear, Inc. (the “Company”) elected to increase the size of the Board from 5 to 7 directors. Upon the recommendation of the Nominating and Governance Committee of the Board, the Board unanimously appointed Ms. Christa Steele as a Class A director, effective September 25, 2025.
Ms. Steele, age 51, previously served as Interim CEO and director for Balco Holdings, Inc from 2020 to 2022. Before that, she served as President, CEO and director of Mechanics Bank from 2013-2015. She also currently serves on the boards of directors of The Doctors Company, the largest physician-owned medical malpractice insurer in the U.S., and Tanimua & Antle, an industry leading grower, packer and global shipper of produce, and has served in those roles since 2023 and 2019, respectively.
Ms. Steele will serve as a Class A director of the Company, with a term expiring at the next annual meeting of the Company’s stockholders. Ms. Steele has been appointed to serve on the Nominating and Governance Committee, Compensation Committee and Audit Committee of the Board. The Board has affirmatively determined that Ms. Steele is “independent” within the meaning of Nasdaq’s and the SEC’s corporate governance rules.
Ms. Steele 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 Ms. Steele or any member of her immediate family and the Company that would require disclosure under Item 404(a) of Regulation S-K.
Ms. Steele will be compensated for her service as a director on the same basis as the Company’s other non-employee directors and committee chairs, which compensation will be pro-rated for service until the end of the current fiscal year. Payment of Ms. Steele’s compensation for her service on the Board will be made in quarterly installments. In addition, as a component of her compensation for service on the Board and consistent with the equity incentive compensation granted to each other non-executive director of the Board, Ms. Steele received a discretionary grant of equity incentive awards consisting of 32,500 restricted stock units (“RSUs”) with a market value of $97,500 based on a price per share of $3.00 and 10,833 stock options with an exercise price of $3.00 per share. Such awards were granted effective October 1, 2025, pursuant to the Company’s 2025 Equity Incentive Plan (the “Plan”). The description of the equity incentive awards granted to Ms. Steele included in this Item 5.02 is qualified in its entirety by the full text of the form RSU agreement and stock option agreements and the Plan, which are filed as Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 28, 2025.
In connection with Ms. Steele’s appointment to the Board, the Company and Ms. Steele entered into the Company’s standard form of indemnification agreement. This agreement requires the Company to indemnify Ms. Steele to the fullest extent permitted by applicable law for certain liabilities to which she may become subject as a result of her 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 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 September 30, 2025, the Company issued a press release announcing the restart of a U.S. Trade and Development Agency-funded feasibility study relating to deep borehole disposal viability of Bulgarian spent nuclear fuel. A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.
On October 1, 2025, the Company issued a press release announcing Ms. Steele’s appointment to the Board. A copy of the press release is furnished as Exhibit 99.2 and incorporated herein by reference.
The information contained in this Item 7.01 and in the accompanying Exhibits 99.1 and 99.2 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 September 30, 2025 (Announcing Restart of Feasibility Study) | |
| 99.2 | Press Release, dated October 1, 2025 (Appointment of Director) | |
| 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: October 1, 2025 | By: | /s/ Rodney Baltzer |
| Rodney Baltzer | ||
| President and Chief Executive Officer | ||
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Exhibit 99.1
Feasibility Study for Deep Borehole Disposal of Bulgarian High Level Nuclear Waste Restarts Following U.S. Government Review
Berkeley, CA, September 30, 2025 – Deep Isolation Nuclear, Inc. (“Deep Isolation” or the “Company”), a leading innovator in nuclear waste disposal technology, today confirmed the restart of its U.S. Trade and Development Agency (USTDA)–funded feasibility study to assess the viability of deep borehole disposal of Bulgarian spent nuclear fuel.
The project was originally announced by USTDA on December 13, 2024, to support Bulgaria’s efforts to evaluate safe and cost-effective options for long-term management of its nuclear waste. The study will examine technical, regulatory, and economic factors related to the potential deployment of Deep Isolation’s disposal technology in Bulgaria. Bulgaria’s inventory for potential borehole disposal includes Soviet-era spent nuclear fuel currently in interim storage, vitrified high-level radioactive waste, and future spent fuel from existing and planned new nuclear power plants.
On January 27, 2025, pursuant to the Executive Order “Reevaluating and Realigning United States Foreign Aid,” USTDA instructed Deep Isolation to pause work on the study pending a review of all active projects for alignment with the Administration’s priorities.
Following completion of this review, USTDA has confirmed that Deep Isolation’s work in Bulgaria study is consistent with President Trump’s foreign policy priorities and programmatic efficiency objectives. As of September 24, 2025, Deep Isolation has received authorization to resume work under the grant.
“I am delighted that the review confirmed this project’s alignment with the Administration’s priorities, and equally pleased to begin work on this important project,” said Rod Baltzer, Deep Isolation’s President and CEO.
“This study is an important step for Bulgaria as we evaluate long-term solutions for the management of our spent nuclear fuel,” said Dilyan Petrov, Executive Director of Bulgaria’s State Enterprise Radioactive Waste. “We welcome the decision confirming the project’s continuation, which underscores the strength of U.S.-Bulgarian partnership in the nuclear sector.”
About Deep Isolation
Deep Isolation is the first company to commercialize nuclear waste disposal in deep boreholes. It offers a uniquely tailored solution to help countries complete the necessary steps to dispose of their spent nuclear waste inventories. With 87 patents issued to date, Deep Isolation’s technology leverages proven drilling practices to safely isolate waste deep underground in horizontal, vertical, or slanted borehole repositories. Deep Isolation’s Universal Canister System (UCS) was developed through a three-year project funded by the U.S. Department of Energy’s Advanced Research Projects Agency-Energy (ARPA-E) 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
[email protected]
Investor Contact:
Caldwell Bailey
[email protected]
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.
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; 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; 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 proceeds 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 Current Report on Form 8-K dated July 23, 2025 filed with the SEC on July 28, 2025 and in subsequent filings with the SEC. 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].
Exhibit 99.2
Nuclear Waste Disposal Innovator Deep Isolation Appoints Experienced Executive Christa Steele to Board of Directors
BERKELEY, CA, October 1, 2025 – Deep Isolation Nuclear, Inc. (“Deep Isolation” or the “Company”), a leading innovator in nuclear waste disposal technology, today announced the appointment of Christa Steele to its Board of Directors, effective immediately.
Ms. Steele brings more than a decade of leadership experience as a CEO, executive, and board member across public and private organizations. Her expertise encompasses regulatory navigation, digital transformation, financial oversight, growth strategy development, and mergers and acquisitions, all critical areas that align with Deep Isolation’s expansion objectives. Most recently, Ms. Steele served as interim CEO for BALCO Holdings, managing daily finance, regulatory, operations, legal, and risk functions. Previously, she served as President and CEO of Mechanics Bank.
Christa Steele
“Christa’s impressive track record and vast experience in complex, highly regulated industries make her an exceptional addition to our board,” said Rod Baltzer, President & CEO of Deep Isolation. “Christa’s proven ability to drive growth and operational improvements through periods of transformation, while maintaining operational excellence, will be instrumental as Deep Isolation continues to develop and deploy its groundbreaking nuclear waste storage and disposal solutions on a global scale.”
“I am honored to join Deep Isolation at such a pivotal moment,” said Christa Steele, newly appointed board member. “Nuclear energy is entering an unprecedented renaissance and Deep Isolation has the technology to help address a major unmet need – the disposal of spent nuclear fuel. I look forward to contributing to the company’s strategic growth and operational excellence.”
Deep Isolation’s board expansion supports disciplined governance, investor engagement, and global commercialization. As the company advances post-APO priorities, Steele’s regulated-industry leadership and capital markets experience strengthens board committee rigor and capital markets readiness, helping to secure long-term value creation and accelerate commercial deployment, while maintaining a clear reporting cadence and stakeholder transparency.
Deep Isolation is revolutionizing the nuclear waste disposal industry through its innovative deep borehole technology, delivering a safe, scalable, and cost-effective solution for permanent nuclear waste disposal. The Company’s proprietary solution will place corrosion-resistant canisters containing nuclear waste in deep boreholes over one kilometer below the Earth’s surface, utilizing proven directional drilling technology to provide permanent isolation at a fraction of the cost of traditional mined repositories.
About Deep Isolation
Deep Isolation is the first company to commercialize nuclear waste disposal in deep boreholes. It offers a uniquely tailored solution to help countries identify, plan for and complete the necessary steps to dispose of their spent nuclear waste inventories. With 87 patents issued to date, Deep Isolation’s technology leverages proven drilling practices to safely isolate 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.
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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; 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; 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 proceeds 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 Current Report on Form 8-K dated July 23, 2025 filed with the SEC on July 28, 2025 and in subsequent filings with the SEC. 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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