DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under § 240.14a-12

PERSPECTIVE THERAPEUTICS, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 16, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders, and any adjournment, postponement or other delay thereof (the “Annual Meeting”), of Perspective Therapeutics, Inc., a Delaware corporation (“Perspective,” the “Company,” “we” or “us”), which will be held at the Sheraton Grand Chicago Riverwalk, 301 E North Water Street, Chicago, IL 60611 at 9:00 a.m. Central Time on Wednesday, May 27, 2026, for the following purposes:

To elect six directors to the Company’s board of directors, each to hold office until the Company’s 2027 annual meeting of stockholders and until such person’s successor has been duly elected and qualified (the “Election Proposal”);

To ratify the appointment of WithumSmith+Brown, PC (“Withum”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Auditor Ratification Proposal”);

To approve, on a non-binding advisory basis, the frequency of advisory stockholder votes on the compensation of our named executive officers (the “Say on Frequency Proposal”); and

To conduct any other business properly brought before the Annual Meeting.

The Board unanimously recommends that you vote “FOR ALL” on the Election Proposal, “FOR” the Auditor Ratification Proposal and “1 YEAR” for the Say on Frequency Proposal.

The enclosed Notice of Annual Meeting and Proxy Statement describes the formal business to be transacted at the Annual Meeting and information regarding voting and certain other matters. This Notice of Annual Meeting, Proxy Statement and accompanying proxy card are being mailed on or prior to April 16, 2026, to stockholders of record on April 2, 2026.

As we have done in the past, this year, in accordance with SEC rules, we are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a notice with instructions for accessing the proxy materials and voting via the Internet. The notice also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. We believe this procedure makes the proxy distribution process more efficient and less costly and helps in conserving natural resources.

Whether or not you expect to attend the Annual Meeting in person, we urge you to vote your shares of our common stock as soon as possible. For security purposes, if you wish to attend the Annual Meeting in person, you will need to pre-register by 5:00 p.m. Pacific Time on May 13, 2026. You may vote prior to the Annual Meeting via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. Voting by any of these methods will ensure your representation at the meeting and will help ensure the presence of a quorum at the meeting. If you do attend the Annual Meeting, you may change your vote by voting personally on each matter brought before the meeting. If you hold your shares of our common stock in “street name” through a broker, bank or other nominee, you should instruct your broker, bank or other nominee how to vote your shares of our common stock in accordance with the voting instruction form that you will receive from your broker, bank or other nominee.

Your vote is important. Whether or not you are able to attend the Annual Meeting in person, it is important that your shares be represented at the Annual Meeting. Accordingly, we ask that you please vote over the Internet or by telephone at your earliest convenience, or, if you receive a proxy card and a voting instruction form by mail, that you complete, sign and date the proxy card or voting information form and return it in the enclosed envelope (to which no postage need be affixed if mailed in the United States) as soon as possible. If you do attend the Annual Meeting, you may change your vote by voting personally on each matter brought before the meeting.

We look forward to seeing you at the Annual Meeting.

Sincerely,

/s/ Johan (Thijs) Spoor

Johan (Thijs) Spoor

Chief Executive Officer

Perspective Therapeutics, Inc.

2401 Elliott Avenue, Suite 320

Seattle, WA 98121

PERSPECTIVE THERAPEUTICS, INC.

NOTICE OF 2026 ANNUAL MEETING

OF STOCKHOLDERS


TIME AND DATE	9:00 a.m. Central Time on Wednesday, May 27, 2026

PLACE	Sheraton Grand Chicago Riverwalk, 301 E North Water Street, Chicago, IL 60611

ITEMS OF BUSINESS

To consider and vote on a proposal to elect six directors of Perspective Therapeutics, Inc., a Delaware corporation (“Perspective,” the “Company,” “we,” “us”), each to hold office until the Company’s 2027 annual meeting of stockholders and until such person’s successor has been elected and qualified (the “Election Proposal”).

To consider and vote on a proposal to ratify the appointment of WithumSmith+Brown, PC (“Withum”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Auditor Ratification Proposal”).

To consider and vote on a proposal to approve, on a non-binding advisory basis, the frequency of advisory stockholder votes on the compensation of our named executive officers (the “Say on Frequency Proposal”).

To take action on any other business that may properly be considered at the Annual Meeting or any adjournment thereof.

RECOMMENDATIONS

The Board of Directors recommends that you vote “FOR ALL” for the election of each nominee for the Board of Directors in Proposal 1, “FOR” Proposal 2 and “1 YEAR” for Proposal 3.

ADJOURNMENTS AND POSTPONEMENTS

Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

RECORD DATE

You may vote at the Annual Meeting if you were a stockholder of record of our common stock at the close of business on April 2, 2026. If your shares are held through a broker, bank or other nominee, that organization is considered the record holder for purposes of voting at the Annual Meeting and will provide you with instructions on how you can direct that organization to vote your shares.

VOTING

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the accompanying Proxy Statement and vote as soon as possible. For specific instructions on how to vote your shares of our common stock, please refer to the instructions in the accompanying Notice of Internet Availability of Proxy Materials and the section entitled “General Information About the Annual Meeting and Voting” beginning on page 2 of the accompanying Proxy Statement.

ADMISSION

For security purposes, you will need to pre-register by 5:00 p.m. Pacific Time on May 13, 2026 if you wish to attend the Annual Meeting in person. Specific instructions on pre-registration can be found in the section entitled “General Information About the Annual Meeting and Voting” beginning on page 2 of the accompanying Proxy Statement. In addition to pre-registering, if your shares of our common stock are held through a broker, bank or other nominee and you wish to attend the Annual Meeting, you must obtain a legal proxy from that organization confirming your

iii

beneficial ownership of the shares as of the record date and bring it to the Annual Meeting. Cameras and recording devices and other electronic equipment will not be permitted at the Annual Meeting.


	By Order of the Board of Directors,

	/s/ Chris Nenno

	Chris Nenno
	General Counsel and Corporate Secretary

This Notice of Annual Meeting, Proxy Statement, and accompanying proxy card

are being mailed on or prior to April 16, 2026.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 27, 2026:

Under rules adopted by the Securities and Exchange Commission (the “SEC”), we are providing access to our 2026 Annual Meeting materials, which include the accompanying Proxy Statement, a form of proxy card and our Annual Report on Form 10-K for the year ended December 31, 2025, over the Internet in lieu of mailing printed copies at www.proxyvote.com. We will begin mailing a “Notice of Internet Availability of Proxy Materials” (which is different than this Notice of Annual Meeting of Stockholders) to our stockholders on or prior to April 16, 2026. The Notice of Internet Availability of Proxy Materials will contain instructions on how to access and review the Annual Meeting materials and vote online. The Notice of Internet Availability of Proxy Materials will also contain instructions on how you can request a printed copy of the Annual Meeting materials, including a proxy card if you are a record holder or a voting instruction form if you are a beneficial owner.

TABLE OF CONTENTS


GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING		2
PROPOSAL 1 – THE ELECTION PROPOSAL		8
Nominees		8
Directors		8
Board Leadership Structure		10
Risk Oversight		11
Board Committees and Meetings		11
Report of the Audit Committee of the Board		14
Nomination Process		15
PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		17
Change in our Independent Registered Accounting Firm		17
Audit and Non-Audit Fees		18
PROPOSAL 3 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION		19
Background of the Proposal		19
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		21
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		23
EXECUTIVE OFFICERS		24
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS		26
Executive Compensation		26
Summary Compensation Table		27
Narrative to Summary Compensation Table		27
Stockholder Engagement and Say-on-Pay Feedback		29
Outstanding Equity Awards at Fiscal Year-End		30
Employment Agreements and Separation Agreements		30
Role of the Compensation Consultant		32
Role of Benchmarking and Peer Groups		32
Pay Versus Performance Disclosure		33
Director Compensation		37
2025 Director Compensation		37
Clawback Policy		38
Code of Ethics		38
Insider Trading Policy and Prohibition on Hedging and Pledging		39
Equity Grant Policies and Practices		39
Securities Authorized for Issuance Under Equity Compensation Plans		40
TRANSACTIONS WITH MANAGEMENT AND OTHERS		42
Review, Approval or Ratification of Transactions with Related Persons		42
Transactions with Related Persons		42
Director Independence		43
Director and Officer Indemnification		44
OTHER INFORMATION		45
Other Business		45
Stockholder Communication with the Board		45
Board Attendance at Annual Meeting		45
Expenses of Solicitation		45
Stockholder Proposals and Director Nominations		46
HOUSEHOLDING		47
MISCELLANEOUS		48

PERSPECTIVE THERAPEUTICS, INC.

2401 Elliott Avenue, Suite 320

Seattle, WA 98121

PROXY STATEMENT

Annual Meeting of Stockholders

May 27, 2026

We are providing these proxy materials in connection with the solicitation by the Board of Directors (the “Board”) of Perspective Therapeutics, Inc., a Delaware corporation (“Perspective,” the “Company,” “we” or “us”), of proxies to be voted at the Annual Meeting of Stockholders to be held at the Sheraton Grand Chicago Riverwalk, 301 E North Water Street, Chicago, IL 60611 at 9:00 a.m. Central Time on Wednesday, May 27, 2026 (the “Annual Meeting”), and at any adjournment or postponement of the Annual Meeting. These proxy materials will be mailed on or prior to April 16, 2026, to stockholders entitled to vote at the Annual Meeting. This proxy is solicited on behalf of the Board.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

The following questions and answers address briefly some questions you may have regarding the Annual Meeting. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the more detailed information contained elsewhere in this Proxy Statement.

Why am I receiving these materials?

You are receiving this Proxy Statement from us because you were the stockholder of record or beneficial owner of shares of our common stock at the close of business on the record date of April 2, 2026, (the “Record Date”) for the Annual Meeting. This Proxy Statement contains important information about the Annual Meeting and the items of business to be transacted at the Annual Meeting. You are strongly encouraged to read this Proxy Statement and our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2026 (the “Annual Report on Form 10-K”), which includes information that you may find useful in determining how to vote.

At the Annual Meeting, stockholders will be asked to consider and cast a vote on three proposals described in the Notice of Annual Meeting: the Election Proposal, the Auditor Ratification Proposal and the Say on Frequency Proposal. The Board does not know of any matters to be brought before the Annual Meeting other than as set forth in the Notice of Annual Meeting. If any other business is properly presented at the Annual Meeting, the persons named in the enclosed form of proxy or their substitutes will vote in their discretion on such matters.

Who is entitled to attend and vote at the Annual Meeting?

Stockholders as of the Record Date are entitled to attend and to vote at the Annual Meeting. If your shares are held through a broker, bank or other nominee, that organization is considered the record holder for purposes of voting at the Annual Meeting and will provide you with instructions on how to direct that organization to vote your shares.

How many shares of common stock are outstanding?

On the Record Date, 114,017,755 shares of our common stock were issued and outstanding. Each share of our common stock outstanding on the Record Date is entitled to one vote on each item brought before the stockholders at the Annual Meeting.

How many shares of common stock must be present or represented to conduct business at the Annual Meeting?

The presence, in person or by proxy, of a majority of the voting power of all shares of our common stock outstanding on the Record Date is necessary to constitute a quorum at the Annual Meeting. Abstentions and broker non-votes will be counted as present for purposes of determining a quorum at the Annual Meeting.

What shares can I vote at the Annual Meeting?

You may vote all of the shares you owned as of the Record Date, including shares held directly in your name as the stockholder of record and all shares held for you as the beneficial owner through a broker, bank or other nominee.

What is the difference between holding shares of common stock as a stockholder of record and as a beneficial owner?

Most of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those beneficially owned.

Stockholders of Record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A. (“Computershare”), you are considered, with respect to those shares, the stockholder of record, and we are sending our Notice of Internet Availability for Proxy Materials, which contains instructions on how to access and review the Annual Meeting materials and vote online. The Notice of Internet Availability for Proxy Materials (the “Notice”) also contains instructions on how you can request a printed copy of the Annual Meeting materials. As the stockholder of record, you have the right to vote in person or direct a proxyholder to vote your shares on your behalf at the Annual Meeting by signing and dating the enclosed proxy card and returning it to us in the enclosed postage-paid return envelope, or by following the procedures for voting over the Internet or by telephone.

Beneficial Owner. If your shares are held by a broker, bank or other nominee, you are considered the beneficial owner of those shares, and they are considered to be held in “street name” for your account. That organization will send you separate instructions describing the procedure for voting your shares. Please follow the directions you are given carefully so that your vote is counted. As a beneficial owner, you may also vote in person at the Annual Meeting, but only after you obtain and present a legal proxy from your broker, bank or other nominee confirming your beneficial ownership of the shares as of the Record Date giving you the right to vote your shares at the Annual Meeting.

How can I vote my shares without attending the Annual Meeting?

Whether you hold shares directly as the stockholder of record or as a beneficial owner, you may direct how your shares are voted without attending the Annual Meeting by voting on the Internet, by phone or by proxy card. If you provide specific instructions regarding items of business to be voted on at the Annual Meeting, your shares will be voted as you instruct on those items. When you sign and return the proxy card, you appoint Johan (Thijs) Spoor and Joel Sendek, and each of them individually, as your representatives at the meeting. Johan (Thijs) Spoor and Joel Sendek will vote your shares at the meeting as you have instructed them. This way your shares will be voted regardless of whether you attend the Annual Meeting. Even if you plan to attend the meeting, please complete, sign and return the enclosed proxy card in advance of the meeting in case your plans change. Returning the proxy card will not affect your right to attend or vote at the Annual Meeting.

If you sign your proxy card with no further instructions, or if you electronically transmit your proxy card but do not direct your vote on particular items, your shares will be voted in accordance with the Board’s recommendation on those items. If you hold your shares in “street name” as a beneficial owner and you do not instruct your broker, bank or other nominee how to vote your shares, your broker, bank or other nominee will only be able to vote your shares with respect to the routine matter of the Auditor Ratification Proposal. Please see “What is a broker non-vote?” below.

What proposals will be voted on at the Annual Meeting?

Three proposals are scheduled to be voted on at the Annual Meeting. The proposals are:

•

Proposal No. 1 (the Election Proposal): A proposal to elect six directors to the Company’s board of directors, each to hold office until the Company’s 2027 annual meeting of stockholders and until such person’s successor has been elected and qualified (the “Election Proposal”).

•

Proposal No. 2 (the Auditor Ratification Proposal): A proposal to ratify the appointment by the Audit Committee of the Board (the “Audit Committee”) of WithumSmith+Brown, PC (“Withum”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Auditor Ratification Proposal”).

•

Proposal No. 3 (the Say on Frequency Proposal): A proposal to approve, on a non-binding advisory basis, the frequency of advisory stockholder votes on the compensation of our named executive officers (the “Say on Frequency Proposal”).

What happens if additional matters are presented at the Annual Meeting?

The only items of business that the Board intends to present at the Annual Meeting are set forth in this Proxy Statement. As of the date of this Proxy Statement, no stockholder has advised us of the intent to present any other matter, and we are not aware of any other matters to be presented at the Annual Meeting.

How can I attend and vote my shares in person at the Annual Meeting?

To attend the Annual Meeting, you must have been a stockholder as of the Record Date or be the legal proxy holder or qualified representative of such a stockholder, and you must pre-register for the Annual Meeting by 5:00 p.m. Pacific Time on May 13, 2026. To pre-register for the Annual Meeting, go to www.proxyvote.com and enter your 16-digit control number, which can be found on your Notice, proxy card or the instructions that accompany your proxy materials. Please note that you will need to pre-register in order to attend the Annual Meeting whether you vote before or at the meeting, and regardless of whether you are a registered or beneficial stockholder.

In addition to the pre-registration requirements, whether you hold shares in your name as the stockholder of record or beneficially own shares held in “street name,” you should be prepared to present a valid, government-issued photo identification for admittance to the Annual Meeting. If you are a stockholder of record, you should also be prepared to present your proxy card. If you are a “street name” holder, you will need to obtain a legal proxy from your broker, bank or other nominee confirming your beneficial ownership of the shares as of the Record Date giving you the right to vote your shares at the Annual Meeting, a copy of the voting instruction form provided by your broker, bank or other nominee, or other similar evidence of ownership for admittance to the Annual Meeting. If you are a “street name” holder, you may not vote at the Annual Meeting unless you have obtained a legal proxy from your broker, bank or other nominee.

The Annual Meeting will begin promptly on Wednesday, May 27, 2026 at 9:00 a.m. Central Time at the Sheraton Grand Chicago Riverwalk, 301 E North Water Street, Chicago, IL 60611. Check-in will begin at 8:30 a.m. Central Time.

Even if you plan to attend the Annual Meeting, we recommend that you also vote by Internet, telephone or sign and date the enclosed proxy card or voting instruction form and return it promptly to ensure that your vote will be counted if you later decide not to, or are unable to, attend the Annual Meeting.

Can I change my vote or revoke my proxy?

You may change your vote or revoke your proxy at any time prior to the vote at the Annual Meeting. If you are the stockholder of record, you may change your vote by (i) granting a new proxy bearing a later date, which automatically revokes your earlier proxy, (ii) providing a written notice of revocation to our Corporate Secretary at our principal executive offices prior to the Annual Meeting, or (iii) attending the Annual Meeting and voting in person. However, attendance at the Annual Meeting but not voting in person will not cause your previously granted proxy to be revoked unless you specifically so request. If you are a beneficial owner, you may change your vote by (i) submitting a new voting instruction form to your broker, bank or other nominee, or (ii) if you have obtained a legal proxy from your broker, bank or other nominee giving you the right to vote your shares, by attending the Annual Meeting and voting in person.

What is a “broker non-vote”?

A broker, bank or other nominee holding your shares in “street name” must vote those shares according to any specific instructions it receives from you. In the absence of such instructions, your broker does not have discretion to vote your shares on any proposal that is considered to be “non-discretionary,” and may, but is not required to, vote your shares on any “discretionary” proposal. Proposal 1, the Election Proposal, and Proposal 3, the Say on Frequency Proposal, are non-discretionary proposals. Proposal 2, the Auditor Ratification Proposal, is a discretionary proposal. If your broker, bank or other nominee does not vote your shares at the Annual Meeting on a matter, it gives rise to what is called a “broker non-vote.”

How are “broker non-votes” counted?

Under the rules of the New York Stock Exchange (the “NYSE”) that govern most domestic stock brokerage firms, member firms that hold shares in “street name” for beneficial owners may, to the extent that such beneficial owners do not furnish voting instructions with respect to any or all proposals submitted for stockholder action, vote in their discretion upon proposals which are considered “discretionary” proposals under the rules of the NYSE. These votes by brokerage firms are considered as votes cast in determining the outcome of any discretionary proposal. Member brokerage firms that have received no instructions from their clients as to “non-discretionary” proposals do

not have discretion to vote on these proposals. If the brokerage firm returns a proxy card without voting on a non-discretionary proposal because it received no instructions, this is referred to as a “broker non-vote” on the proposal. “Broker non-votes” will be considered in determining whether a quorum exists at the Annual Meeting.

In summary, if you do not complete a voting instruction form, your broker, bank or other nominee may either:

•

vote your shares on discretionary matters (Proposal 2) and cast a “broker non-vote” on non-discretionary matters (Proposals 1 and 3); or

•

leave your shares unvoted altogether.

We encourage you to provide instructions to your broker, bank or other nominee by voting your proxy. This action ensures that your shares will be voted in accordance with your wishes at the Annual Meeting.

How many votes are required to approve the proposals?

Proposal 1

You may vote “FOR ALL,” “WITHHOLD ALL,” or “FOR ALL EXCEPT” certain nominees for Proposal 1 (the Election Proposal). The vote with respect to the election of directors (Proposal 1) is governed by Delaware law and the Company’s bylaws and is a plurality of the votes cast, provided a quorum is present. If you withhold authority to vote for the election of directors, your shares will not be voted with respect to the director or directors identified. Broker non-votes and votes withheld will have no effect on the election of directors. The six persons receiving the highest number of affirmative votes will be elected as directors of the Company.

Proposal 2

You may vote either “FOR,” “AGAINST,” or “ABSTAIN” on Proposal 2 (the Auditor Ratification Proposal). The vote required to approve Proposal 2 is governed by Delaware law and the Company’s bylaws and is the affirmative vote of a majority in voting power of shares of common stock present in person or represented by proxy and entitled to vote thereon. We do not anticipate broker non-votes in connection with Proposal 2 because brokers, banks, trustees and other nominees will have discretion to vote your shares on Proposal 2 under NYSE rules without specific instructions from the beneficial owners of such shares. Abstentions will have the same effect as voting against Proposal 2.

Because your vote on Proposal 2 is advisory, it will not be binding on the Board or the Company. However, the Board and the Audit Committee will consider the outcome of the advisory vote when making future decisions regarding the selection of our independent registered public accounting firm.

Proposal 3

You may vote “1 YEAR”, “2 YEARS”, “3 YEARS” or “ABSTAIN” on Proposal 3 (the Say on Frequency Proposal). The vote required to approve Proposal 3 is governed by Delaware law and the Company’s bylaws and is the plurality of the votes cast. The Company will consider the option of every one year, two years or three years that receives the highest number of votes cast to be the frequency recommended by stockholders for such proposal. Abstentions and broker non-votes will have no effect on Proposal 3.

If you sign and submit your proxy card without voting instructions, your shares will be voted “FOR ALL” director nominees in Proposal 1, “FOR” Proposal 2 and “1 YEAR” for Proposal 3.

What happens if the Annual Meeting is adjourned?

If the Annual Meeting is adjourned until another time, no additional notice will be given regarding the time or location that the Annual Meeting will be continued, if this information is announced at the time of the adjournment, unless the adjournment is for more than 30 days, in which case a notice of the time and location will be given to each stockholder of record entitled to vote at the Annual Meeting. Any items of business that might have been properly transacted at the Annual Meeting may be transacted at any adjournment.

Who will serve as inspector of elections?

The General Counsel and Corporate Secretary of the Company, Chris Nenno, will tabulate the votes cast at the Annual Meeting in combination with the votes cast prior to the Annual Meeting and act as the Inspector of Elections at the Annual Meeting.

Will I be receiving printed copies of the 2026 Annual Meeting materials?

You will not receive printed copies unless you request them by following the instructions in the Notice of Internet Availability of Proxy Materials (the “Notice”) that you will receive in the mail. The Notice is different than the Notice of Annual Meeting of Stockholders that accompanies this Proxy Statement. We will begin mailing the Notice to stockholders on or prior to April 16, 2026.

Under rules adopted by the SEC, we are providing access to our Annual Meeting materials, which include this Proxy Statement and the Annual Report on Form 10-K, over the Internet in lieu of mailing printed copies. The Notice will contain instructions on how to access and review the Annual Meeting materials and vote online. This electronic access process is designed to expedite stockholders’ receipt of materials, lower the cost of the Annual Meeting and help conserve natural resources. The Company encourages you to take advantage of the availability of the proxy materials on the Internet.

The Notice also will contain instructions on how you can request, at no cost, a printed copy of the Annual Meeting materials, including a proxy card if you are a record holder or a voting instruction form if you are a beneficial owner. By following the instructions in the Notice, you may request to receive, at no cost, a copy via e-mail of the Annual Meeting materials or future proxy solicitations. Your request to receive materials via e-mail will remain in effect until you terminate it.

Can I mark my votes on the Notice and send it back to the Company or my broker?

No. The Notice is not a ballot or a proxy card. You cannot use it to vote your shares. If you mark your vote on the Notice and send it back to the Company or your broker, bank or other nominee, your vote will not count.

How can I get electronic access to the Annual Meeting materials?

The Notice will provide you with instructions regarding how to view the Annual Meeting materials on the Internet.

This Proxy Statement and the Annual Report on Form 10-K are also available without charge on the Company’s website at www.perspectivetherapeutics.com and the SEC’s website at www.sec.gov. By referring to our website, we do not incorporate the website or any portion of the website by reference into this Proxy Statement.

The Notice will also contain instructions on how you can elect to receive future proxy materials electronically by e-mail. Choosing to receive future proxy materials by e-mail will save the Company the cost of printing and mailing documents to you and will reduce the impact of the Company’s Annual Meetings on the environment. If you choose to receive future proxy materials by e-mail, you will receive an e-mail message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

Where can I find the voting results of the Annual Meeting?

We intend to announce preliminary voting results at the Annual Meeting and to publish the final voting results in a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting.

What is the deadline for submitting proposals for consideration at the next Annual Meeting of stockholders or to nominate individuals to serve as directors?

As a stockholder, you may be entitled to present proposals for action at a future Annual Meeting of stockholders, including director nominations. Please refer to the section entitled “Stockholder Proposals and Director Nominations” in this Proxy Statement.

How does the Board recommend that I vote?

The Board recommends that you vote “FOR ALL” for the election of each nominee for the Board in Proposal 1, “FOR” Proposal 2 and “1 YEAR” for Proposal 3.

How do I vote my shares without attending the Annual Meeting?

Stockholders of record can vote as follows:

•

Via the Internet: Stockholders may vote through the Internet by following the instructions included with the Notice.

•

By Telephone: Stockholders may vote by telephone by following the instructions included with the Notice.

•

By Mail: Those stockholders who receive a paper proxy card in the mail may sign, date and return their proxy cards in the pre-addressed, postage-paid return envelope that is provided with the mailed proxy materials. If you have misplaced your return envelope or need to return a proxy card from outside the United States, you may mail your proxy card to the address listed on the proxy card.

If your shares are held in “street name” through a broker, bank or other nominee, that organization will send you separate instructions describing the procedure for voting your shares. Please follow the directions you are given carefully so your vote is counted.

If you need assistance in voting by telephone or over the Internet or completing your proxy card or have questions regarding the meeting, please contact Perspective Therapeutics, Inc., Attn: Corporate Secretary, 2401 Elliott Avenue, Suite 320, Seattle, WA 98121, telephone number (206) 676-0900.

May stockholders ask questions at the Annual Meeting?

Yes. Representatives of the Company will answer a limited number of stockholders’ questions of general interest at the end of the Annual Meeting. In order to give a greater number of stockholders an opportunity to ask questions, individuals or groups will be allowed to ask only one question, and no repetitive or follow-up questions will be permitted.

What does it mean if I receive more than one proxy card?

It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, sign and return each proxy card.

May I change my vote?

Yes. If you vote by mail, Internet, or telephone, you may later change your vote and revoke your earlier proxy by:

•

Providing a written notice of revocation to Perspective Therapeutics, Inc., Attn: Corporate Secretary, 2401 Elliott Avenue, Suite 320, Seattle, WA 98121;

•

Voting again via the Internet or telephone;

•

Submitting a properly signed proxy card with a later date;

•

Voting in person at the Annual Meeting; or

•

If you hold shares through a broker, bank or other nominee, by contacting the organization and following its procedure to revoke your prior voting instructions.

     PROPOSAL 1 – THE ELECTION PROPOSAL

    

Nominees

The Board currently consists of six members. The Board oversees our business affairs and monitors the performance of management. In accordance with basic principles of corporate governance, the Board does not involve itself in day-to-day operations. The directors keep themselves informed through discussions with the Chairperson, key executive officers, and our principal external advisers (legal counsel, auditors, and other professionals), by reading reports and other materials that are sent to them and by participating in Board and committee meetings.

The Board, on the recommendation of the Board’s Nominations and Corporate Governance Committee (the “Nominations Committee”), has nominated the following six existing members of the Board for re-election to the Board at the Annual Meeting: Lori A. Woods (Chairperson), Heidi Henson, Maya Martinez-Davis, Frank Morich, M.D., Ph.D., Johan (Thijs) Spoor and Robert Froman Williamson, III. Maya Martinez-Davis was recommended by an independent third-party search firm engaged by the Company. If elected as a director at the Annual Meeting, each of the nominees would serve a term expiring at the 2027 Annual Meeting of Stockholders and until his or her successor has been elected and qualified. There are no family relationships among our directors, nominees for director or our executive officers.

Each of the nominees has consented to serve as a director if elected. If any of the nominees should be unavailable to serve for any reason, the Board, upon the recommendation of the Nominations Committee, may designate a substitute nominee or nominees (in which event the persons named on the enclosed proxy card will vote the shares represented by all valid proxy cards for the election of such substitute nominee or nominees), allow the vacancies to remain open until a suitable candidate or candidates are located, or by resolution reduce the size of the Board.

Directors

Set forth below is certain information as of April 2, 2026, regarding our current directors that have been nominated for re-election, including biographical information. Each member of the Board is subject to reelection annually.


Name	Age	Position Held
Lori A. Woods, Chairperson	63	Chairperson, Director
Heidi Henson	60	Director
Maya Martinez-Davis	56	Director
Frank Morich, M.D., Ph.D.	72	Director
Johan (Thijs) Spoor	54	Chief Executive Officer, Director
Robert Froman Williamson, III	60	Director

Lori A. Woods – Ms. Woods has been a director of the Company since June 4, 2018, and has served as Chairperson of the Board since February 3, 2023. Most recently, Ms. Woods served as Chief Executive Officer of the Company from December 2018 to February 2023. Ms. Woods returned to the Company after previously serving as the Company’s Vice President from 2006 to February 2008, at which time she was appointed Acting Chief Operating Officer before her appointment in February 2009 as Chief Operating Officer, a position she held until January 2010. Beginning in February 2016, and continuing until her appointment as Interim CEO on June 4, 2018, Ms. Woods served as a senior consultant to the Company. From February 2016 to June 2018, Ms. Woods was a founder of Medvio, LLC, a medical device consulting company focused on the urology and oncology space. During her time at Medvio she worked with large public and international medical device companies, supporting the approval process and distribution of products in diverse international markets. Further, she worked with various partners to develop proprietary technologies for the colorectal and liver treatment markets. Previously, from January 2002 to July 2006, Ms. Woods served as Chief Executive Officer of Pro-Qura, Inc., a privately held cancer treatment management company focused on the quality delivery of brachytherapy treatments for prostate cancer. She has also served as the Director of Business Development for the Tumor Institute Radiation Oncology Group and the Seattle Prostate Institute (“SPI”) in Seattle, WA. SPI was an early innovator in prostate brachytherapy treatments and assisted in the training of more than 2,000 physicians in the use of prostate brachytherapy. Ms. Woods previously served as a board member of the Northwest division of the Juvenile Diabetes Research Foundation, focusing on their digital awareness programs, including their

website and SEO strategy, and their public relations efforts. Ms. Woods earned a Bachelor of Science degree in Business Administration – Marketing and Communications from Loma Linda University, CA. The Board believes that Ms. Woods’ prior experience as the Company’s Chief Executive Officer and her extensive experience and credibility in the life sciences industry qualifies her to serve on the Board.

Johan (Thijs) Spoor – Mr. Spoor has been a director of the Company and has served as our Chief Executive Officer since February 5, 2023. Mr. Spoor was appointed as a director in connection with the merger of the Company with Viewpoint Molecular Targeting, Inc. (“Viewpoint”). From February 2022 until February 2023, Mr. Spoor served as a director as well as the President and Chief Executive Officer of Viewpoint. Prior to joining Viewpoint, from October 2019 until June 2021, Mr. Spoor served as the President and CEO of KBP Biosciences, a global, clinical-stage biotechnology company focused on discovering, developing, and commercializing innovative small-molecule therapeutics for the treatment of serious cardiorenal and infectious diseases. While at KBP Biosciences, Mr. Spoor led all operations for major fund-raising and initial public offering (“IPO”) readiness, and drove the company’s small molecule clinical development programs, including toxicology, clinical pharmacology, Phase 2 studies, and discussions with regulators. Prior to KBP BioSciences, from January 2016 until October 2019, Mr. Spoor served as the President and CEO of AzurRx BioPharma, Inc., where he led its Nasdaq IPO, completion of animal studies, regulatory approvals and multiple Phase 2 studies. Mr. Spoor previously served on the board of directors of Verifi Water, Inc. from 2017 through 2023. From September 2010 until December 2015, Mr. Spoor served as the President and CEO of FluoroPharma Medical, Inc., which he took public. He was previously a Health and Life Sciences strategy consultant to Fortune 500 companies at Oliver Wyman. Mr. Spoor previously worked on Wall Street as an equity research analyst at JP Morgan and Credit Suisse where he covered biotechnology stocks and medical device companies. He started his career with formal training in nuclear pharmacy which led to increasing commercial leadership roles in the imaging business at GE Healthcare (Amersham) in cardiology and oncology. Mr. Spoor holds a Pharmacy degree from the University of Toronto and an MBA from Columbia Business School. The Board believes that Mr. Spoor’s experience as our Chief Executive Officer and experience as an established leader with nearly 30 years of combined executive, broad management and capital markets expertise across healthcare and medical device industries qualifies him to serve on the Board.

Heidi Henson – Ms. Henson has been a director of the Company since June 1, 2023. Ms. Henson served as the Chief Financial Officer of Pardes Biosciences, Inc., a publicly traded biopharmaceutical company, from January 2021 until it was acquired in September 2023. Prior to that, she was a financial consultant for the same company from 2020 until her appointment as Chief Financial Officer. From 2019 through July 2020, she was the Chief Financial Officer of Imbria Pharmaceuticals, Inc., a private biopharmaceutical company. From 2018 through 2019, she was the Chief Financial Officer of Respivant Sciences, Inc., a private biopharmaceutical company. From 2014 through 2018, she was the Chief Financial Officer of Kura Oncology, Inc., a publicly traded biopharmaceutical company. From 2012 through 2018, Ms. Henson was the Chief Financial Officer for Wellspring Biosciences LLC and Araxes Pharma LLC (its parent company), a private biopharmaceutical company. Ms. Henson currently serves on the board of directors of PepGen, Inc. (NASDAQ: PEPG) and Lisata Therapeutics, Inc. (NASDAQ: LSTA), both publicly traded, clinical-stage biotechnology companies, and she serves as the chair of both of their audit committees. Ms. Henson holds a Bachelor of Accountancy from the University of San Diego and is a Certified Public Accountant (inactive). The Board believes that Ms. Henson’s experience as a financial professional with over 25 years of experience in both public and private companies qualifies her to serve on the Board.

Maya Martinez-Davis – Maya Martinez-Davis has been a director of the Company since September 3, 2025. Since January 2019, Ms. Martinez-Davis has served as President, U.S., of GSK (NYSE: GSK), a global pharmaceuticals company, and she became a member of GSK’s executive committee in January 2026. Prior to GSK, Ms. Martinez-Davis held a number of leadership roles at Merck Serono, a global pharmaceuticals company, from 2016 to 2019, including President of Latin America biopharma and Senior Vice President and Head of Global Oncology for Merck Serono’s biopharma business. Prior to Merck, Ms. Martinez-Davis worked at Pfizer, Inc. (NYSE: PFE), a global pharmaceuticals company, from 2003 to 2015, in the areas of oncology, vaccines and specialty portfolios. Ms. Martinez-Davis also served on the Board of Directors of Mirati Therapeutics, Inc., a clinical-stage biotechnology company focused on the developed of targeted oncology therapies, from 2018 until its acquisition by Bristol Myers Squibb in January 2024. Ms. Martinez-Davis holds an undergraduate degree from Saint Louis University and a Master’s degree in business leadership and marketing from the IE Business Institute in Madrid, Spain. The Board believes Ms. Martinez-Davis’s breadth of knowledge and valuable understanding of the pharmaceutical industry based on her experience as a pharmaceutical executive and director qualify her to serve on the Board.

Frank Morich, M.D., Ph.D. – Dr. Frank Morich has been a director of the Company since February 5, 2023. Dr. Morich was appointed as a director in connection with the merger with Viewpoint, prior to which he served on the board of directors of Viewpoint from February 2021 until February 3, 2023. He has also served on the board of directors of CUE-Biopharma (NASDAQ: CUE), a company working on protein therapeutics with applications in immune-oncology, autoimmunity and potentially antiviral applications, since August 2018, and served as its Chairman from April 2021 until June 2025. Dr. Morich also serves as Executive Chairman of Aphaia Pharma, a clinical-stage biopharmaceutical company working to treat and prevent metabolic disorders such as obesity and diabetes, a position he has held since June 2022. Dr. Morich served on the board of directors for MorphoSys from 2015 to 2021, and for Innate Pharma from 2004 to 2010, both clinical-stage biotechnology companies specializing in antibody development. Prior to focusing on board service, Dr. Morich was Chief Commercial Officer at Takeda Pharmaceuticals, a global pharmaceutical company, from 2011 to 2014, and Executive Vice President of International Operations from 2010 to 2011. From 2008 to 2010, Dr. Morich served as Chief Executive Officer of NOXXON Pharma AG, a clinical-stage drug development company, and, from 2005 to 2007, as Chief Executive Officer and member of the board of directors of Innogenetics N.V., an international in vitro diagnostics company. Prior to that, Dr. Morich held several positions at Bayer, a global pharmaceutical and life sciences company, including as a member of the Board of Management of Bayer AG, Head of Global Product Development, and Head of Research and Development. Dr. Morich holds an M.D. and Ph.D. from the University of Marburg where he specialized in immunology with a focus on monoclonal antibodies. He also served as a military physician before moving to the private sector. The Board believes that Dr. Morich’s experience as a biopharmaceutical professional with more than 35 years of industry experience qualifies him to serve on the Board.

Robert Froman Williamson, III – Mr. Williamson has been a director of the Company since February 5, 2023. Mr. Williamson was appointed as a director in connection with the merger with Viewpoint. Since June 2025, Mr. Williamson has served as Chairman and CEO at a private stealth biotechnology company exploring novel mechanisms to cross the blood-brain barrier. From September 2022 until July 2025, Mr. Williamson served in a number of leadership roles at Triumvira Immunologicals, a private cell therapy company, including Acting CEO, President, COO and Director. Since March 2022, he has also served as a senior adviser to SyntheX, a protein interaction and degrader company. From February to September 2022, he was the CBO/CFO of OncoMyx, an oncolytic virus company. From 2020 to 2021, he was CEO of BioTheryX, a protein degradation therapeutics company, raising a $100 million crossover round and preparing the company for an IPO. Prior to that, Mr. Williamson served as CEO of PharmAkea from 2013 to 2019, and of ATXCo in 2019, both oncology and fibrosis companies financed through a partnership with Celgene, until PharmAkea’s acquisition by Galecto and ATXCo’s acquisition by Blade Therapeutics, both in 2019. Previously, Mr. Williamson was Executive Chairman and founder of Strategic Enzyme Applications, CEO of Arriva Pharmaceuticals, President and COO of Eos Biotechnology, which was sold to Protein Design Labs, and COO of DoubleTwist, Inc. through its acquisition by Merck and Hitachi. Mr. Williamson also serves on the Coulter Oversight Board for the University of Miami, Florida, is a qualified financial expert and has chaired both the Audit Committee and the Compensation Committee of the Board (the “Compensation Committee”). Notably, Mr. Williamson served as an early Director of Pharmasset, Inc., where he helped finance, grow and advance the company into the public markets and through its acquisition by Gilead in 2011 for $11 billion. Earlier, Mr. Williamson was a Partner with The Boston Consulting Group and a Research Assistant for the Federal Reserve Board. Mr. Williamson received a BA in economics from Pomona College and an MBA from Stanford University. The Board believes that Mr. Williamson’s active involvement in building biotechnology and related technology companies for over two decades qualifies him to serve on the Board.

Board Leadership Structure

The Board has the flexibility to decide when the positions of Chairperson and CEO should be combined or separated and whether an executive or an independent director should be Chairperson. This approach is designed to allow the Board to choose the leadership structure that will best serve the interests of our stockholders at any particular time. The Board’s key duties include oversight of strategy, risk management, and legal and regulatory compliance as well as succession planning relating to the Company’s Chief Executive Officer (“CEO”).

Since June 2018, the Company has separated the roles of Chairperson and CEO because it believes that a bifurcated leadership structure offers the following benefits:

•

increasing the independent oversight of our Company and enhancing the Board’s objective evaluation of our CEO;

•

freeing the CEO to focus on Company operations instead of Board administration;

•

providing the CEO with an experienced sounding board;

•

providing greater opportunities for communication between stockholders and the Board;

•

enhancing the independent and objective assessment of risk by the Board; and

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providing an independent spokesperson for our Company.

Risk Oversight

Management is responsible for the day-to-day management of the risks we face, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. The Board as a whole exercises its oversight responsibilities with respect to strategic, operational and competitive risks, as well as risks related to crisis management and executive succession issues. The Board has delegated oversight of certain other types of risks to its committees. The Audit Committee oversees our policies and processes relating to our financial statements and financial reporting, risks relating to our capital, credit and liquidity status and risks related to related person transactions. The Compensation Committee oversees risks related to our compensation programs and structure, including our ability to motivate and retain talented executives. The Nominations Committee oversees risks related to our governance structure and succession planning for Board membership.

We believe that the Board leadership structure as discussed above promotes effective oversight of the Company’s risk management.

Board Committees and Meetings

During the fiscal year ended December 31, 2025, the Board held six meetings. The Board has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Compensation Committee and the Nominations Committee.

Audit Committee. The Audit Committee is responsible to the Board for the areas of audit and compliance and (i) oversees the Company’s financial reporting process and internal control system, including monitoring the integrity of the financial statements and the independence and performance of the Company’s independent auditor, and (ii) supervises the Company’s compliance with legal and regulatory requirements. The Audit Committee is also responsible for maintaining complete, objective and open communication between the Board, the Company’s independent auditor, financial management, and the internal audit function (if any). On a regular basis, the Chief Financial Officer of the Company or his designee reports to the Board or the Audit Committee on information technology and cybersecurity matters, including key risks, the potential impact of those exposures on the Company’s business, financial results, operations and reputation, the programs and steps implemented by management to monitor and mitigate exposures, the Company’s information governance and cybersecurity policies and programs, and significant legal/regulatory developments that could materially impact the Company’s cybersecurity risk exposure.

The Company’s independent auditor reports directly to the Audit Committee. The Audit Committee is solely responsible for appointing or replacing the Company’s independent auditor, assuring the auditor’s independence and providing oversight and supervision thereof. The Audit Committee determines the compensation of the independent auditor and has established a policy for approval of certain non-audit related engagements awarded to the independent auditor. Such engagements must not impair the independence of the auditor with respect to the Company, as prescribed by the Sarbanes-Oxley Act of 2002; thus, non-audit related engagements must be approved in advance by the Audit Committee. The Audit Committee determines the extent of funding that the Company must provide to the Audit Committee to carry out its duties and has determined that such amounts were sufficient in the fiscal year ended December 31, 2025.

The current members of the Audit Committee are Ms. Henson (Chair), Mr. Williamson and Dr. Morich, each of whom has been determined to be financially literate and meets the independence standards for members of public company audit committees set forth in SEC rules adopted under the Sarbanes-Oxley Act of 2002 and applicable NYSE American listing standards. The Audit Committee operates under the Audit Committee Charter, which has been approved by the Board. The Board has determined that Ms. Henson is an “audit committee financial expert” as defined under SEC rules. The Board has affirmatively determined that none of the members of the Audit Committee have a material relationship with the Company that would interfere with the exercise of independent judgment and that each of the members of the Audit Committee is “independent” as independence is defined in Section 803B(2) of the NYSE American listing standards and Rule 10A-3 under the Exchange Act.

Compensation Committee. The Compensation Committee is responsible for establishing and reviewing the compensation and employee benefit policies of the Company. The Compensation Committee operates under a charter approved by the Board. The Compensation Committee reviews and recommends to the Board for approval the compensation for the Company’s CEO and its other executive officers, including salaries, bonuses and grants of awards under, and administration of, the Company’s equity incentive plans. The Compensation Committee, among other things, approves or reviews the employees and other individuals to whom awards will be made under the Company’s equity incentive plans, and the time, manner of exercise, vesting and other terms of the awards. The CEO provides input to the Compensation Committee with respect to the individual performance and compensation recommendations for all executive officers (other than himself). Pursuant to its charter, the Compensation Committee has the authority to engage independent compensation consultants and other professionals to assist in the design, formulation, analysis, and implementation of compensation programs for our executive officers.

In fulfilling its responsibilities, the Compensation Committee is entitled to delegate its authority to a subcommittee composed solely of one or more members of the Compensation Committee or the Board as the Compensation Committee may deem appropriate, including to grant awards of equity under the Company’s equity incentive plans to persons who are not then subject to Section 16 of the Exchange Act, but only to the extent consistent with and permitted by the Company’s certificate of incorporation, bylaws, corporate governance guidelines, the Delaware General Corporation Law and rules of the NYSE American. The Compensation Committee has delegated authority to the CEO to grant awards of equity, subject to the aforementioned limitations and within certain parameters established by the Compensation Committee from time to time.

The current members of the Compensation Committee are Mr. Williamson (Chair), Ms. Henson and Ms. Martinez-Davis. The Board has affirmatively determined that each of the members of the Compensation Committee is “independent” as independence is defined in Section 805(c) of the NYSE American listing standards and Rule 10C-1 under the Exchange Act. Ms. Woods previously served as a non-independent member of the Compensation Committee during early 2025 pursuant to Section 805(b) of the NYSE American listing standards.

Nominations and Corporate Governance Committee. The Nominations Committee identifies and solicits recommendations from management and other members of the Board of individuals qualified to potentially serve as Board members. The Nominations Committee also recommends the director nominees to the Board for election at annual meetings of stockholders. The Nominations Committee oversees the annual review and evaluation of the performance of the Board and its committees and develops and recommends corporate governance guidelines to the Board. In addition, the Nominations Committee examines, evaluates, and monitors the independence of directors for general Board positions as well as for specific committee duties, and evaluates specific qualifications for members serving as audit committee financial experts.

The current members of the Nominations Committee are Dr. Morich (Chair), Ms. Henson and Ms. Martinez-Davis. The Board has affirmatively determined that each of the members of the Nominations Committee is “independent” as independence is defined in Section 803A of the NYSE American listing standards. Ms. Woods previously served as a non-independent member of the Nominations Committee during early 2025 pursuant to Section 804(b) of the NYSE American listing standards.

The Board and its committees may retain outside advisors as they determine necessary to fulfill their responsibilities. All committees report their activities to the full Board. The charters of the Audit Committee, the Compensation Committee and the Nominations Committee are posted on the Company’s website: https://perspectivetherapeutics.com/investors/governance-documents.

In addition, pursuant to the NYSE American listing standards, the independent directors are required to meet at least annually in executive session.

Each current Board member attended at least 75% of the aggregate meetings of the Board and of the committees on which he or she served that were held during the period for which he or she was a Board or committee member in the fiscal year ended December 31, 2025.

The following table summarizes the membership of the Board and each of its committees as of the date of this Proxy Statement, as well as the number of times the Board and each committee met during the fiscal year ended December 31, 2025.


	Board	Audit Committee	Compensation Committee	Nominations and Corporate Governance Committee
Lori A. Woods	Chair	N/A	N/A	N/A
Heidi Henson	Member	Chair	Member	Member
Maya Martinez-Davis	Member	N/A	Member	Member
Frank Morich, M.D., Ph.D.	Member	Member	N/A	Chair
Johan (Thijs) Spoor	Member	N/A	N/A	N/A
Robert Froman Williamson, III	Member	Member	Chair	N/A
Number of meetings held in fiscal year ended December 31, 2025	6	4	5	5

Report of the Audit Committee of the Board

One of the primary purposes of the Audit Committee is to oversee the accounting and financial reporting processes of the Company on behalf of the Board.

In the performance of its oversight function, the Audit Committee has reviewed and discussed the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2025 with management and with Withum Smith+Brown, PC (“Withum”), the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025. In addition, the Audit Committee has discussed with Withum the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the U.S. Securities and Exchange Commission (the “SEC”). The Audit Committee has also received the written disclosures and the letter from Withum required by the applicable requirements of the PCAOB regarding Withum’s communications with the Audit Committee concerning independence, and has discussed with Withum the accounting firm’s independence.

Based on the review and discussions referenced above, the Audit Committee recommended to the Board that the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2025 be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

     Audit Committee:
Heidi Henson, Chair
Frank Morich, M.D., Ph.D.
Robert Froman Williamson, III

    

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any of the Company’s filings under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such report by reference therein.

Nomination Process

The Nominations Committee is the nominating committee of the Board. The Nominations Committee is governed by the Company’s Certificate of Incorporation and bylaws with respect to the nominations process. The Nominations Committee is responsible for recommending nominees for nomination by the Board for election to the Board. The Nominations Committee will consider nominations from stockholders, provided that such nominations are received by the Company’s Corporate Secretary in accordance with the Certificate of Incorporation, the bylaws, and the date set forth in the prior year’s Proxy Statement.

The Nominations Committee will perform the following duties with respect to director nominations: (a) consider the criteria for identifying and recommending individuals who may be nominated for election to the Board; (b) provide a recommendation to the Board of the slate of nominees for election to the Board; (c) as the need arises, make recommendations to fill vacancies and actively seek individuals qualified to become Board members; and (d) consider stockholder nominations for the Board when properly submitted in accordance with the Company’s Certificate of Incorporation and bylaws.

The Nominations Committee will consider candidates for the Board who are recommended by its members, other Board members, stockholders and management, as well as those identified by any third-party search firm the Company may retain to assist in identifying and evaluating possible candidates. The Nominations Committee evaluates candidates recommended by stockholders in the same manner that it evaluates other candidates. The Nominations Committee’s evaluations will be based upon several criteria, including (among others) candidates’ relevant expertise to offer advice and guidance to management, excellence in his or her field, the ability to exercise sound business judgment, a commitment to represent the long-term interests of the Company’s stockholders, independence, sufficient time to devote to the affairs of the Company, diversity of background, skills and other factors, the extent to which a candidate would fill a present need or expected future needs on the Board, and personal and professional ethics. Candidates should have reputations, both personal and professional, consistent with the Company’s image and reputation.

At a minimum, the majority of directors on the Board should be “independent,” not only as that term may be legally defined, but also without the appearance of any conflict in serving as a director. In addition, directors must have time available to devote to Board activities and to enhance their knowledge of the radiopharmaceutical industry. Accordingly, the Nominations Committee seeks to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to the Company. The Company does not have a formal policy related to consideration of diversity in identifying director nominees. However, in identifying candidates for membership on the Board, the Nominations Committee will take into account all factors it considers appropriate, which may include, among other things, strength of character, mature judgment, career specialization, relevant technical skills, and the extent to which the candidate would fill a present need or expected future needs on the Board.

The Nominations Committee utilizes the following process to identify and evaluate nominees for the Board. In the case of incumbent directors whose terms of office are set to expire, the Nominations Committee will review such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation and quality of performance. In the case of new director candidates, the members of the Nominations Committee will be polled for suggestions as to potential candidates that may meet the criteria above, discuss candidates suggested by Company stockholders and may also engage, if deemed appropriate, a professional search firm. The Nominations Committee will then meet to discuss and consider these candidates’ qualifications and then choose a candidate to recommend by majority vote. The Company engaged an independent third-party search firm to assist the Nominations Committee and the Board in identifying and evaluating potential Board nominees. In connection with this engagement the search firm recommended Maya Martinez-Davis as a potential Board nominee.

Vote Required

You may vote “FOR ALL,” “WITHHOLD ALL,” or “FOR ALL EXCEPT” certain nominees for Proposal 1. The vote with respect to the election of directors is governed by Delaware law and the Company’s bylaws and is a plurality of the votes cast, provided a quorum is present. If you withhold authority to vote for the election of directors, your shares will not be voted with respect to the director or directors identified. Broker non-votes and withheld votes will have no effect on the election of directors. The six persons receiving the highest number of affirmative votes will be elected as directors of the Company.

Recommendation of the Board

The Board unanimously recommends that the stockholders vote “FOR ALL” on Proposal 1 to elect Lori A. Woods, Heidi Henson, Maya Martinez-Davis, Frank Morich, M.D., Ph.D., Johan (Thijs) Spoor and Robert Froman Williamson, III as directors for a term expiring at the 2027 Annual Meeting of Stockholders and until their successors have been elected and qualified.

PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed the firm WithumSmith+Brown, PC (“Withum”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2026 and has directed that such appointment be submitted to our stockholders for ratification at the Annual Meeting. Our organizational documents do not require that our stockholders ratify the selection of our independent registered public accounting firm; however, we are seeking stockholder approval of the selection as a matter of good corporate practice. If our stockholders do not ratify the selection, the Audit Committee will reconsider whether to retain Withum, but still may retain Withum, nonetheless. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in our best interests. Representatives from Withum are expected to attend the Annual Meeting. The representatives of Withum will have the opportunity to make a statement if they desire to do so, and such representatives are expected to be available to respond to appropriate questions.

Change in our Independent Registered Accounting Firm

During the year ended December 31, 2023, the six months ended December 31, 2022 and the year ended June 20, 2022, Assure CPA, LLC (“Assure”) served as our independent registered public accounting firm.

As described in the Company’s Current Report on Form 8-K filed with the SEC on April 8, 2024, as a result of the Audit Committee’s competitive process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, the Audit Committee approved the dismissal of Assure CPA, LLC (“Assure”) as the Company’s independent registered public accounting firm, effective immediately on April 5, 2024. Also on April 5, 2024, the Audit Committee approved the engagement of Withum to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, effective immediately.

The audit reports of Assure on the Company’s consolidated financial statements for the fiscal years ended December 31, 2023 and June 30, 2022 and for the six-month transition period ended December 31, 2022 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2023 and June 30, 2022, the six-month transition period ended December 31, 2022, and through April 5, 2024, there were no: (i) disagreements with Assure on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Assure, would have caused Assure to make reference thereto in its reports on the financial statements of the Company for such years and period, or (ii) reportable events as described under Item 304(a)(1)(v) of Regulation S-K.

We requested that Assure furnish us with a letter addressed to the SEC stating whether it agrees with the above statements. A copy of the letter dated April 8, 2024 is filed as an exhibit to a Current Report on Form 8-K filed with the SEC on April 8, 2024.

During the fiscal years ended December 31, 2023 and June 30, 2022, the six-month transition period ended December 31, 2022 and through April 5, 2024, neither the Company nor anyone on the Company’s behalf consulted with Withum regarding any of the matters referred to in Item 304(a)(2)(i) or (ii) of Regulation S-K.

Audit and Non-Audit Fees

The following table provides aggregate fees billed to the Company for the periods identified below by Withum.


Withum	For the year ended December 31,
	2025		2024
Audit fees	$	607,000	$	547,000
Audit-related fees		32,000		1,000
Tax fees		-		-
All other fees		-		-
Totals	$	639,000	$	548,000

Audit fees include fees for the audit of our annual financial statements, reviews of our quarterly financial statements, related consents for documents filed with the SEC and issuance of comfort letters in connection with equity offerings.

Audit-related fees consist of fees in connection with (i) compliance audits related to grant funding we have received from the National Institutes of Health and (ii) due diligence and other services related to the performance of the audit or review of the Company’s financial statements but not otherwise reportable as audit fees.

There were no tax fees or other fees for the periods presented.

As part of its responsibility for oversight of our independent registered public accounting firm, the Audit Committee has established a pre-approval policy for engaging audit and permitted non-audit services provided by our independent registered public accounting firm. In accordance with this policy, each type of audit, audit-related, tax and other permitted service to be provided by the independent auditors is specifically described and each such service, together with a fee level or budgeted amount for such service, is pre-approved by the Audit Committee. The Audit Committee has delegated authority to its Chairperson to pre-approve services (provided such services are not prohibited by applicable law) up to a pre-established aggregate dollar limit. All services pre-approved by the Chairperson of the Audit Committee are presented at the next Audit Committee meeting for review or ratification. All of the services provided by Withum described above were approved or ratified by the Audit Committee.

Vote Required

You may vote either “FOR,” “AGAINST,” or “ABSTAIN” on Proposal 2. The vote required to approve Proposal 2 is governed by Delaware law and the Company’s bylaws and is the affirmative vote of a majority in voting power of shares of common stock present in person or represented by proxy and entitled to vote thereon. We do not anticipate broker non-votes in connection with Proposal 2 because brokers, banks, trustees and other nominees will have discretion to vote your shares on Proposal 2 under NYSE rules without specific instructions from the beneficial owners of such shares. Abstentions will have the same effect as voting against Proposal 2.

Recommendation of the Board

The Board unanimously recommends that the stockholders vote “FOR” Proposal 2 to ratify the appointment of WithumSmith+Brown, PC as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026.

     PROPOSAL 3 – ADVISORY VOTE ON FREQUENCY OF ADVISORY STOCKHOLDER VOTES ON EXECUTIVE COMPENSATION

    

Background of the Proposal

In accordance with Section 14A of the Exchange Act and as required by the Dodd-Frank Act, the Board is also asking our stockholders to vote, on a non-binding, advisory basis, on how frequently we should conduct an advisory stockholder vote on the compensation of our named executive officers (sometimes referred to as “say-on-frequency”). The Board believes that an annual advisory vote will enable our stockholders to provide timely, direct input on our executive compensation program as disclosed in our proxy statement each year, and is consistent with our efforts to engage in an ongoing dialogue with our stockholders. Accordingly, we ask that you support a frequency of every one year for future stockholder advisory votes to approve the compensation of our named executive officers.

By voting on this proposal, stockholders may indicate whether they would prefer an advisory vote on the compensation of our named executive officers once every one, two or three years. Because this proposal calls for a non-binding advisory vote, the Board and the Compensation Committee may determine to hold “say-on-pay” votes more or less frequently than the option approved by our stockholders (though no less frequently than once every three years). However, the Board and the Compensation Committee value the opinions of our stockholders and will consider the outcome of the vote when determining the frequency of future “say-on-pay” votes. We will provide a “say-on-frequency” vote at least once every six years, as required by the Dodd-Frank Act.

We are presenting the following proposal, which gives you as a stockholder the opportunity to inform us as to how often you wish the Company to include a “say-on-pay” proposal in our proxy statements. This resolution is required pursuant to Section 14A of the Securities Exchange Act (15 U.S.C. 78n-1). The current frequency of stockholder advisory votes on executive compensation is every three years and, under the current frequency, the next such vote would occur at the fiscal year 2028 annual meeting of stockholders. While the Board intends to carefully consider the stockholder vote resulting from the proposal, the final vote will not be binding on us and is advisory in nature.

“RESOLVED, that the stockholders wish the Company to include an advisory vote on the compensation of the Company’s named executive officers pursuant to Section 14A of the Securities Exchange Act every:

•

1 YEAR;

•

2 YEARS;

•

3 YEARS; or

•

ABSTAIN.”

After careful consideration, the Board has determined that an advisory vote on executive compensation that occurs every year is the most appropriate for a company such as the Company, and recommends that stockholders vote for a frequency of “1 YEAR” for future advisory stockholder votes on executive compensation. The Board believes that an annual advisory vote will enable our stockholders to provide timely, direct input on our executive compensation program as disclosed in the Company’s proxy statement each year, and is consistent with our efforts to engage in an ongoing dialogue with our stockholders. The Compensation Committee, which administers the Company’s executive compensation program, values the opinions expressed by our stockholders in these votes, and even though such votes are non-binding, will continue to consider the outcome of these votes in making its decisions on executive compensation.

Stockholders may cast a vote on the frequency of our advisory vote by choosing the option of (i) “1 YEAR”, (ii) “2 YEARS”, (iii) “3 YEARS” or (iv) by abstaining from voting.

Vote Required

You may vote “1 YEAR”, “2 YEARS”, “3 YEARS” or “ABSTAIN” on Proposal 3. The vote required to approve Proposal 3 is governed by Delaware law and the Company’s bylaws and is the plurality of the votes cast. The Company will consider the option of every one year, two years or three years that receives the highest number of votes

cast to be the frequency recommended by stockholders for such proposal. Abstentions and broker non-votes will have no effect on Proposal 3.

Recommendation of the Board

The Board unanimously recommends that stockholders vote for the approval, on a non-binding advisory basis, of a frequency of “1 YEAR” on the proposal recommending the frequency of advisory stockholder votes on the compensation of our named executive officers.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of the Company’s common stock as of the Record Date for (a) each person known by the Company to be a beneficial owner of 5% or more of the outstanding common stock of the Company, (b) each named executive officer, director and nominee for director of the Company, and (c) all current directors and executive officers of the Company as a group. As of April 2, 2026, the Company had 114,017,755 shares of common stock outstanding. Except as otherwise indicated below, the address for each listed beneficial owner is c/o Perspective Therapeutics, Inc., 2401 Elliott Avenue, Suite 320, Seattle, WA 98121.


Name of Beneficial Owner	Common Shares Owned			Common Stock Options1		Pre-Funded Warrants		Percent of Class2
Named Executive Officers and Directors:
Johan (Thijs) Spoor		87,683	3		1,555,682		-		1.42	%
Lori A. Woods		188,267	4		383,000		-	*
Heidi Henson		25,975	5		164,695		-	*
Maya Martinez-Davis		-			16,666		-	*
Robert Froman Williamson, III		118,846	6		166,000		-	*
Frank Morich, M.D., Ph.D.	-				276,747		-	*
Joel Sendek		-			-		-	*
Markus Puhlmann, M.D.		137,542			377,876		-	*
Juan Graham		35,354			-		-	*
Directors and Executive Officers as a group (eight persons)		558,313			2,940,666		-		2.99	%

Greater than 5% Stockholders:
Lantheus Alpha Therapy, LLC7		11,677,339			-		-		10.24	%
Commodore Capital LP8		6,336,782			-		6,598,046		10.72	%
TCG9		7,915,567			-		-

SEC Form DEF 14A filed by Perspective Therapeutics Inc.