8-K
enCore Energy Corp. (EU)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 2, 2026
enCore Energy Corp.
(Exact name of registrant as specified in its charter)
| British Columbia | 001-41489 | N/A |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br>Identification No.) |
| One Galleria Tower | ||
| --- | --- | |
| 13355 Noel Road, Suite 1700 | ||
| Dallas, Texas | 75240 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (361) 239-2025
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading<br>Symbol | Name of each exchange<br>on which registered: |
|---|---|---|
| Common Shares, no par value | EU | The Nasdaq Capital Market LLC<br> <br>TSX Venture Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
|---|
On March 2, 2026, William M. Sheriff retired as Executive Chair and as a director on the Board of Directors (the “Board”) of enCore Energy Corp. (the “Company”), effective immediately. Mr. Sheriff’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices nor will it result in any separation benefits under his employment agreement. Mr. Sheriff will remain in an advisory role with the Company as Senior Advisor of the Technical Advisory Committee of the Board.
| Item 7.01. | Regulation FD Disclosure. |
|---|
On March 2, 2026, the Company issued a press release announcing the retirement of Mr. Sheriff. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
The information and exhibits furnished pursuant to Item 7.01 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended or the Exchange Act, regardless of any general incorporation language in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit | Description |
|---|---|
| 99.1* | Press Release of enCore Energy Corp. dated March 2, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | This Exhibit is intended to be furnished to, and not filed with, the Commission pursuant to General Instruction B.2 of Form 8-K. |
| --- | --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENCORE ENERGY CORP. | |
|---|---|
| By: | /s/ Robert W. Hudson Jr. |
| Robert W. Hudson Jr. | |
| General Counsel and Corporate Secretary |
Dated: March 2, 2026
EX-99.1
Exhibit 99.1
NEWS RELEASE
NASDAQ:EU
TSXV:EU
March 2, 2026
www.encoreuranium.com
William M. Sheriff Retires as Executive Chair; Named Chairman Emeritus and Accepts Appointment as Executive Chair of Verdera Energy Corp.
March 2, 2026 – Dallas, Texas – enCore Energy Corp. (NASDAQ:EU) (TSXV:EU) (the “Company” or “enCore”), America’s Clean Energy Company^™^, announced today the retirement of William M. Sheriff as Executive Chair & Director of the Company. Mr. Sheriff, the founder of enCore, will continue to serve as a Senior Advisor on the Company’s Technical Advisory Committee providing continued guidance on matters related to investments, corporate development and finance. Mr. Sheriff has also agreed to serve as the Executive Chair of Verdera Energy Corp. (“Verdera”) (TSXV:V).
William M. Sheriff commented “I am honored to have served enCore shareholders for many years as the Executive Chair. enCore has evolved from a start up to what is now a domestic uranium producer in the United States with a strong management team well suited to carry the Company forward. Over many years, I have worked with exceptionally talented colleagues, and it has been my privilege to have presided over the building of enCore from inception to a leading in-situ recovery uranium producer. I remain a large shareholder, committed to the Company’s future, and will continue to serve the Company as a Senior Advisor on matters which best fit with my skill set: corporate development, mergers, acquisitions, corporate finance, and investments. I will also continue to work in the interests of enCore shareholders as Executive Chairman of Verdera Energy to help build Verdera into a force in the domestic uranium supply industry.”
As previously announced on February 18, 2026, enCore expects to distribute common shares of Verdera to its shareholders after the effectiveness of Verdera’s resale registration statement and will announce a record date prior to any such distribution. enCore remains the largest shareholder of Verdera.
Mr. Sheriff, along with representatives from enCore management, are attending PDAC 2026, the World’s Premier Mineral Exploration & Mining Convention, from March 1^st^ to 3^rd^, 2026. The Company will be presenting at the PDAC Investor Forum on March 3^rd^ at 3:32 p.m. ET in room 801A.
About enCore Energy Corp.
enCore Energy Corp., America’s Clean Energy Company^™^, is committed to providing clean, reliable, and affordable fuel for domestic nuclear energy. enCore Energy is the only uranium company in the United States with two operational Central Processing Plants, both located in South Texas. The enCore team is led by industry experts with extensive knowledge and experience in all aspects of uranium In-Situ Recovery (“ISR”) operations and the nuclear fuel cycle. enCore solely utilizes ISR for uranium extraction, a well-known and proven technology co-developed by the leaders at enCore Energy.
Following upon enCore’s demonstrated success in South Texas, future projects in enCore’s planned project pipeline include the Dewey Burdock Project in South Dakota and the Gas Hills Project in Wyoming. The Company holds other assets including, non-core assets and proprietary databases. enCore is committed to working with local communities and indigenous governments to create positive impact from corporate projects.
Contact:
William M. Sheriff
Executive Chairman & Chief Investment Officer
972.333.2214
info@encoreuranium.com
www.encoreuranium.com
Cautionary Note Regarding Forward LookingStatements:
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX VentureExchange) accepts responsibility for the adequacy or accuracy of this release.
This press release contains “forward-lookingstatements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Canadian securities laws that are based on management’s current expectations, assumptions and beliefs. Forward-looking statements can often beidentified by such words as “anticipates”, “will”, “may”, “expects”, “plans”, “believes”, “intends”, “estimates”, “projects”,“continue”, “potential”, and similar expressions or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results “may”, “could”, or“will” be taken.
Forward-looking statements and information that are not statements of historical fact include, but are notlimited to, any statements regarding future expectations, beliefs, goals or prospects, statements regarding growth of Verdera, the strong pipeline of production visible domestic ISR uranium assets and planned future projects of the Company should beconsidered forward-looking statements. All such forward-looking statements are not guarantees of future results and forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond the Company’sability to control or predict, that could cause actual results to differ materially from those expressed in any forward-looking statement.
Anumber of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including the availability of materials and equipment, timeliness of government approvals andunanticipated environmental impacts on operations; litigation risks; risks posed by the economic and political environments in which the Company operates and intends to operate; the failure to adequately manage future growth; adverse marketconditions; the failure to satisfy ongoing regulatory requirements and factors relating to forward-looking statements listed above which include risks as disclosed in the Company’s filings on SEDAR+ and with the SEC, including its AnnualReport on Form 10-K, Quarterly Reports on Form 10-Q, management discussion and analysis and annual information form. Should one or more of these risks materialize, orshould assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. The Company assumes no obligation toupdate the information in this communication, except as required by law. Additional information identifying risks and uncertainties is contained in filings by the Company with the respective securities commissions which are available onlineat www.sec.gov and www.sedarplus.ca.
Forward-looking statements are provided for the purpose of providing information about the currentexpectations, beliefs and plans of management. Such statements may not be appropriate for other purposes and readers should not place undue reliance on these forward-looking statements, that speak only as of the date hereof, as there can be noassurance that the plans, intentions or expectations upon which they are based will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materiallyfrom those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.