SEC Form SCHEDULE 13G filed by Centrus Energy Corp.
$LEU
Mining & Quarrying of Nonmetallic Minerals (No Fuels)
Industrials
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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CENTRUS ENERGY CORP (Name of Issuer) |
Class A Common Stock, par value $0.10 per share (Title of Class of Securities) |
15643U104 (CUSIP Number) |
10/15/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 15643U104 |
| 1 | Names of Reporting Persons
D. E. Shaw & Co., L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
905,609.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, PN |
Comment for Type of Reporting Person: On October 15, 2025, D. E. Shaw & Co., L.P. and David E. Shaw became the beneficial owners of more than 5% of the class of securities. On October 16, 2025, D. E. Shaw & Co., L.L.C. became the beneficial owner of more than 5% of the class of securities. The beneficial ownership information provided in this document is current as of October 16, 2025.
SCHEDULE 13G
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| CUSIP No. | 15643U104 |
| 1 | Names of Reporting Persons
D. E. Shaw & Co., L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
892,683.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: On October 15, 2025, D. E. Shaw & Co., L.P. and David E. Shaw became the beneficial owners of more than 5% of the class of securities. On October 16, 2025, D. E. Shaw & Co., L.L.C. became the beneficial owner of more than 5% of the class of securities. The beneficial ownership information provided in this document is current as of October 16, 2025.
SCHEDULE 13G
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| CUSIP No. | 15643U104 |
| 1 | Names of Reporting Persons
David E. Shaw | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
905,609.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: On October 15, 2025, D. E. Shaw & Co., L.P. and David E. Shaw became the beneficial owners of more than 5% of the class of securities. On October 16, 2025, D. E. Shaw & Co., L.L.C. became the beneficial owner of more than 5% of the class of securities. The beneficial ownership information provided in this document is current as of October 16, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
CENTRUS ENERGY CORP | |
| (b) | Address of issuer's principal executive offices:
6901 Rockledge Drive, Suite 800, Bethesda, MD 20817 | |
| Item 2. | ||
| (a) | Name of person filing:
D. E. Shaw & Co., L.P.
D. E. Shaw & Co., L.L.C.
David E. Shaw | |
| (b) | Address or principal business office or, if none, residence:
The business address for each reporting person is:
Two Manhattan West
375 Ninth Avenue, 52nd Floor
New York, NY 10001 | |
| (c) | Citizenship:
D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware.
D. E. Shaw & Co., L.L.C. is a limited liability company organized under the laws of the state of Delaware.
David E. Shaw is a citizen of the United States of America. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.10 per share | |
| (e) | CUSIP No.:
15643U104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
D. E. Shaw & Co., L.P.: 905,609 shares
This is composed of (i) 395,839 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (ii) 160,800 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire through the exercise of call options, (iii) 305,244 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., (iv) 22,600 shares in the name of D. E. Shaw Cogence Portfolios, L.L.C., (v) 8,000 shares in the name of D. E. Shaw Composite Portfolios, L.L.C., and (vi) 13,126 shares under the management of D. E. Shaw Investment Management, L.L.C.
D. E. Shaw & Co., L.L.C.: 892,683 shares
This is composed of (i) 395,839 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (ii) 160,800 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire through the exercise of call options, (iii) 305,244 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., (iv) 22,600 shares in the name of D. E. Shaw Cogence Portfolios, L.L.C., (v) 8,000 shares in the name of D. E. Shaw Composite Portfolios, L.L.C., and (vi) 200 shares in the name of D. E. Shaw Investment Management Special Investment Fund, L.L.C.
David E. Shaw: 905,609 shares
This is composed of (i) 395,839 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (ii) 160,800 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire through the exercise of call options, (iii) 305,244 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., (iv) 22,600 shares in the name of D. E. Shaw Cogence Portfolios, L.L.C., (v) 8,000 shares in the name of D. E. Shaw Composite Portfolios, L.L.C., and (vi) 13,126 shares under the management of D. E. Shaw Investment Management, L.L.C.
David E. Shaw does not own any shares directly. By virtue of David E. Shaw's position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the investment adviser of D. E. Shaw Valence Portfolios, L.L.C., D. E. Shaw Oculus Portfolios, L.L.C., D. E. Shaw Cogence Portfolios, L.L.C., and D. E. Shaw Composite Portfolios, L.L.C. and the managing member of D. E. Shaw Investment Management, L.L.C., which in turn is the investment adviser of D. E. Shaw Investment Management Special Investment Fund, L.L.C., and by virtue of David E. Shaw's position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the manager of D. E. Shaw Valence Portfolios, L.L.C., D. E. Shaw Oculus Portfolios, L.L.C., D. E. Shaw Cogence Portfolios, L.L.C., D. E. Shaw Composite Portfolios, L.L.C., and D. E. Shaw Investment Management Special Investment Fund, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 905,609 shares as described above constituting 5.2% of the outstanding shares, and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 905,609 shares. | |
| (b) | Percent of class:
D. E. Shaw & Co., L.P.: 5.2%
D. E. Shaw & Co., L.L.C.: 5.1%
David E. Shaw: 5.2% | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
D. E. Shaw & Co., L.P.: 0 shares
D. E. Shaw & Co., L.L.C.: 0 shares
David E. Shaw: 0 shares | ||
| (ii) Shared power to vote or to direct the vote:
D. E. Shaw & Co., L.P.: 905,609 shares
D. E. Shaw & Co., L.L.C.: 892,683 shares
David E. Shaw: 905,609 shares | ||
| (iii) Sole power to dispose or to direct the disposition of:
D. E. Shaw & Co., L.P.: 0 shares
D. E. Shaw & Co., L.L.C.: 0 shares
David E. Shaw: 0 shares | ||
| (iv) Shared power to dispose or to direct the disposition of:
D. E. Shaw & Co., L.P.: 905,609 shares
D. E. Shaw & Co., L.L.C.: 892,683 shares
David E. Shaw: 905,609 shares | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: Exhibit 1: Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated August 1, 2024.
Exhibit 2: Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co. II, Inc., in favor of the signatories hereto, among others, dated August 1, 2024.
Exhibit Information
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Exhibit 3: Joint Filing Agreement, by and among the Reporting Persons, dated October 22, 2025. |