UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINTON~~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~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported):~~1934 ~~August 11, 2025~~

Date of Report (Date of earliest event reported): August 28, 2025

______________________

LIGHTBRIDGE CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	001-34487	91-1975651
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

______________________

11710 Plaza America Drive, Suite 2000

Nevada

001-34487

91-1975651

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

11710 Plaza America Drive, Suite 2000 Reston, VA 20190 (Address of principal executive offices, including zip code)

(Address of principal executive offices, including zip code)

(571) 730-1200

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code)

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))

☐	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 Symbol(s):	Name of Each Exchange on Which Registered:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	LTBR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

~~Emerging~~Item ~~growth~~5.02 ~~company~~Departure ☐of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

If(e) anOn ~~emerging~~August ~~growth~~28, ~~company~~2025, ~~indicate~~the byBoard ~~check~~of ~~mark~~Directors if (the ~~registrant~~“Board”) ~~has~~of ~~elected~~Lightbridge ~~not~~Corporation to(the ~~use~~“Company”), pursuant to the ~~extended~~recommendation ~~transition~~of ~~period~~the ~~for~~Compensation ~~complying~~Committee ~~with~~of ~~any~~the ~~new~~Board, orapproved ~~revised~~the ~~financial~~grant ~~accounting~~of ~~standards~~restricted ~~provided~~shares ~~pursuant~~of tothe ~~Section~~Company’s 13common stock (athe “RSA Grants”) to certain executive officers, employees and consultants of the ~~Exchange~~Company ~~Act~~as well as members of the Board under the Company’s 2020 Omnibus Incentive Plan. ☐On August 28, 2025, the Board also approved the form of Performance-Based Restricted Stock Agreement to be entered into in connection with the RSA Grants, a copy of which is attached hereto as Exhibit 10.1.

~~Item~~The ~~2.02~~RSA ~~Results~~Grants ofare ~~Operations~~subject ~~and~~to ~~Financial~~vesting ~~Condition.~~as follows:

On August 11, 2025, Lightbridge Corporation issued a press release relating to its results for the quarter ended June 30, 2025. A copy of the press release is furnished herewith as Exhibit 99.1.

	·	Twenty-five percent (25%) of each RSA Grant is service-based and will vest in three equal annual installments beginning on the first anniversary of the grant date, contingent on the grantee’s continued service with the Company on each applicable vesting date; and

	·	Seventy-five percent (75%) of each RSA Grant is performance-based and will vest, if at all, based on the Company’s achievement of specified operational milestones, contingent on (1) achievement of the applicable milestone prior to expiration of the performance period on December 31, 2028 (the “Performance Period”) and certification of its achievement by the Compensation Committee of the Board no later than March 31, 2029 and (2) the grantee’s continued service with the Company on each applicable milestone certification date.

The ~~information~~operational inmilestones ~~this~~applicable ~~Current~~to ~~Report~~vesting onof ~~Form~~the 8performance-Kbased ~~under~~RSA ~~Item~~Grants ~~2.02,~~are ~~including~~designed ~~the~~to ~~accompanying~~be ~~press~~reasonably ~~release,~~difficult ~~shall~~to ~~not~~achieve beand ~~deemed~~relate ~~“filed”~~to key Company objectives for ~~purposes~~the ofPerformance ~~Section~~Period. 18The portion of ~~the~~each ~~Securities~~RSA ~~Exchange~~Grant ~~Act~~that ofis ~~1934~~performance-based vests, asif ~~amended~~at all, ~~nor~~as ~~shall~~follows: it25% beon ~~deemed~~specified ~~incorporated~~manufacturing bygoals, ~~reference~~25% inon ~~any~~specified ~~filing~~goals ~~under~~related to the ~~Securities~~design ~~Act~~and construction of ~~1933,~~a asnew ~~amended~~fuel facility, ~~except~~15% ason ~~shall~~specified becommercial ~~expressly~~objectives, ~~set~~and ~~forth~~10% byon ~~reference~~specified tofunding ~~such filing~~goals.

Any shares of the performance-based RSA Grants that remain unvested as of the end of the Performance Period will automatically be forfeited and cancelled without consideration.

The total number of shares of common stock underlying the RSA Grants to the Company’s principal executive officer, principal financial officer and named executive officers are as follows:

Name	Position	Total	Service-based	Performance-based
Seth Grae	Chairman and Chief Executive Officer	290,830	72,707	218,123
Andrey Mushakov	Executive Vice President, Nuclear Operations	181,389	45,347	136,042
Larry Goldman	Chief Financial Officer	167,809	41,952	125,857

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
Exhibit		Description
99.1		Press Release, dated August 11, 2025
10.1		Form of Performance-Based Restricted Stock Award Agreement.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	LIGHTBRIDGE CORPORATION
Dated: August 11, 2025	By:	/s/ Seth Grae
Date: August 29, 2025	By:	/s/ Seth Grae
	Name:	Seth Grae
	Name:Title:	Seth GraePresident and Chief Executive Officer
	Title:	President and Chief Executive Officer

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