WESTWATER RESOURCES, INC.

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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

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

WESTWATER RESOURCES, 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 the 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.

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Westwater Resources, Inc.
6950 S. Potomac Street, Suite 300
Centennial, Colorado 80112

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To the stockholders of Westwater Resources, Inc.:

We will hold our 2026 Annual Meeting of Stockholders (the “Annual Meeting”) in virtual format only on Friday, May 22, 2026, at 8:00 a.m., mountain daylight time at www.cesonlineservices.com/wwr26_vm. To participate in the Annual Meeting, you must pre-register at www.cesonlineservices.com/wwr26_vm by no later than 8:00 a.m., mountain daylight time, on Thursday, May 21, 2026. At the virtual meeting, the stockholders will consider and vote upon the following matters:

Elect as directors the five nominees named in the accompanying proxy statement.

Approve an amendment to our 2013 Omnibus Incentive Plan, as amended, to increase the authorized number of shares of common stock available and reserved for issuance under such Plan by 6,100,000 shares.

Approve an increase in the number of authorized shares of common stock from 200,000,000 shares to 400,000,000 shares.

Hold an advisory vote to approve our executive compensation.

Ratify the appointment of Baker Tilly US, LLP as our independent registered public accountant for 2026.

Approve, for purposes of complying with NYSE American Rule 713(a), the issuance of shares of common stock representing 20% or more upon the conversion of the Convertible Notes (as herein defined).

Transact such other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

The Board has fixed the close of business on Monday, March 30, 2026, as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting or at any adjournment or postponement thereof. We are furnishing our proxy materials, including the proxy statement, a proxy card or voting instruction card, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, to our stockholders via the Internet. Accordingly, on or before April 10, 2026, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be mailed by intermediaries to our stockholders as of the record date, containing instructions on how to access the proxy materials via the Internet or request proxy materials in printed form, and how to vote your shares.

We have adopted a virtual-only meeting format for our Annual Meeting to make participation accessible for stockholders from any geographic location. There is no in-person meeting for you to attend. For more information about the virtual-only meeting format, please see “How do I attend a Virtual Annual Meeting?” on page 2 and “Is the Annual Meeting Virtual?” on page 3 of the attached proxy statement for the Annual Meeting. You may vote electronically at the Annual Meeting if you attend virtually or by proxy. If you elect to vote by proxy, please follow the instructions provided in the Notice – voting by proxy can occur via the telephone, over the Internet, or by mail if a paper proxy card is requested.

Whether or not you plan to participate in the virtual meeting, you are requested to sign and return the enclosed proxy in the enclosed envelope, or to vote your shares over the telephone or over the Internet, so that your shares may be voted in accordance with your wishes and in order that the presence of a quorum may be assured. The giving of such proxy will not affect your right to vote should you later decide to virtually attend the Annual Meeting. Please vote by following the instructions on the Notice. Your vote is important.


	By Order of the Board of Directors,

	/s/ JOHN W. LAWRENCE

	John W. Lawrence, Chief Administrative Officer, General Counsel & Corporate Secretary

Centennial, Colorado
March 31, 2026

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders to be Held on May 22, 2026:
The Notice of Annual Meeting, Proxy Statement and 2025 Annual Report to Stockholders
are available at www.investorvote.com/WWR

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2026 PROXY STATEMENT SUMMARY

This summary highlights selected information contained in this proxy statement, but it does not contain all the information you should consider. We urge you to read the whole proxy statement and our 2025 Annual Report before you vote. This proxy statement is being made available to stockholders on or about Friday, April 10, 2026.

2026 ANNUAL MEETING OF STOCKHOLDERS

Date and Time:		Friday, May 22, 2026, at 8:00 a.m., mountain daylight time

Record Date:		Monday, March 30, 2026

Location:		Via a live webcast at www.cesonlineservices.com/wwr26_vm There will be no physical location for this Annual Meeting

VOTING MATTERS AND BOARD RECOMMENDATIONS

Matter			Board Recommendation
1.	Election of five nominees to our Board of Directors (page 6)		FOR each Director Nominee
2.	Approve an amendment to the 2013 Omnibus Incentive Plan, as amended, to increase the authorized number of shares of common stock available and reserved for issuance under the Incentive Plan by 6.1 million shares (page 19)		FOR
3.	Approve an increase in the number of authorized shares of common stock from 200,000,000 shares to 400,000,000 shares (page 26)		FOR
4.	Advisory vote to approve our executive compensation (page 28)		FOR
5.	Ratification of the appointment of Baker Tilly US, LLP as our independent registered public accounting firm for 2026 (page 48)		FOR
6.	Approve, for purposes of complying with NYSE American Rule 713(a), the issuance of shares of common stock representing 20% or more upon the conversion of the Convertible Notes (page 49)		FOR

DIRECTORS OF THE COMPANY AND 2026 NOMINEES FOR DIRECTOR

Committees

Nominating

Safety,

Director

and Corporate

and

Name

Age

Since

Audit

Compensation

Governance

Sustainability

Terence J. Cryan+

2017; 2006-16

Frank Bakker#

2023

Ch.

Tracy D. Pagliara*

2017

Ch.

Karli S. Anderson*

2018

Ch.

Deborah A. Peacock*

2020

Ch.

+	Mr. Cryan was an Independent Director through February 25, 2022. He became Executive Chairman on February 26, 2022, and as a result, he is no longer an Independent Director.

#	Mr. Bakker was appointed to the Board effective January 16, 2023. Also on January 16, 2023, Mr. Bakker was appointed the Company’s President & Chief Executive Officer. Mr. Bakker is not an Independent Director.

*	Independent Director.

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	Page

PROXY STATEMENT	1
PROPOSAL 1 ELECTION OF DIRECTORS	6
DIRECTOR NOMINEES	7
CORPORATE GOVERNANCE	10
AUDIT COMMITTEE REPORT	16
DIRECTOR COMPENSATION	17
PROPOSAL 2 AMENDMENT TO OUR 2013 OMNIBUS INCENTIVE PLAN	19
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	25
PROPOSAL 3 AMENDMENT TO CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK	26
PROPOSAL 4 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	28
COMPENSATION COMMITTEE REPORT	41
ADVISORY APPROVAL OF COMPENSATION OF THE NAMED EXECUTIVE OFFICERS	47
PROPOSAL 5 RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS	48
PROPOSAL 6 APPROVAL, FOR PURPOSES OF COMPLYING WITH NYSE AMERICAN RULE 713(A), OF THE ISSUANCE OF SHARES OF OUR COMMON STOCK REPRESENTING 20% OR MORE UPON THE CONVERSION OF CONVERTIBLE NOTES	49
OWNERSHIP OF WESTWATER COMMON STOCK	53
APPENDIX A	A-56
APPENDIX B	B-57

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Westwater Resources, Inc.
6950 S. Potomac Street, Suite 300
Centennial, Colorado 80112

PROXY STATEMENT

2026 ANNUAL MEETING OF STOCKHOLDERS

This proxy statement is furnished in connection with the solicitation of proxies by Westwater Resources, Inc. (“Westwater” or the “Company”) on behalf of its Board of Directors (the “Board”) for the 2026 Annual Meeting of Stockholders (“Annual Meeting”).

Questions and Answers About the Annual Meeting

Q:	Why did I receive a Notice of Internet Availability of Proxy Materials in the mail?

You received in the mail a Notice of Internet Availability of Proxy Materials because you have been identified as a holder of the Company’s common stock as of the close of business on Monday, March 30, 2026, the record date for the Annual Meeting (the “Record Date”). This proxy statement, the proxy card, and our 2025 Annual Report containing our consolidated financial statements and other financial information for the year ended December 31, 2025, constitute the “Proxy Materials.” The Board is soliciting your proxy to vote at the Annual Meeting or at any later meeting if the Annual Meeting is adjourned or postponed for any reason. Your proxy will authorize each of Terence J. Cryan and Frank Bakker as proxies to vote on your behalf at the Annual Meeting. By use of a proxy, you can vote whether or not you attend the Annual Meeting.

This proxy statement describes the matters to be acted upon at the Annual Meeting, provides information on those matters, and provides information about the Company that we must disclose when we solicit your proxy.

Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), we have elected to provide access to our Proxy Materials over the internet. We believe that internet delivery of our Proxy Materials allows us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials, which we refer to as the “Notice,” to our stockholders (including beneficial owners) as of the Record Date. Our stockholders who receive the Notice will have the ability to access the Proxy Materials on a website referred to in the Notice or request to receive a printed set of the Proxy Materials. The Notice contains instructions on how to access the Proxy Materials over the internet or to request a printed copy. In addition, stockholders may request to receive Proxy Materials in printed form by mail or electronically by email on an ongoing basis by following the instructions on the Notice. Please note that you may not vote using the Notice. The Notice identifies the items to be voted on at the Annual Meeting and describes how to vote, but you cannot vote by marking the Notice and returning it.

Q:	When is the Annual Meeting?

A:	The Annual Meeting will take place on Friday, May 22, 2026, at 8:00 a.m., mountain daylight time.

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Q:	How do I attend a Virtual Annual Meeting?

To make participation accessible for stockholders from any geographic location, we are holding the Annual Meeting in a virtual only meeting format. You will not be able to attend the Annual Meeting at a physical location. If you are a registered stockholder or beneficial owner of common stock holding shares at the close of business on the Record Date, you may attend the Annual Meeting by visiting www.cesonlineservices.com/wwr26_vm at least 24 hours before the Annual Meeting begins and pre-registering by entering the control number found on your Notice or voter instruction form, as applicable. If you do not pre-register or you are not a stockholder, you will not be able to attend the meeting. You may log into www.cesonlineservices.com/wwr26_vm, beginning at 7:30 a.m. mountain daylight time on Friday, May 22, 2026. The Annual Meeting will begin promptly at 8:00 a.m. mountain daylight time on May 22, 2026. If you experience any technical difficulties during the Annual Meeting, a toll-free number will be available for assistance and will be located in the reminder email message you will receive prior to the meeting.

Q:	What are holders of common stock being asked to vote on?

A:	Holders of common stock are being asked to:

· Proposal 1:		Elect as directors the five nominees named in this proxy statement.

· Proposal 2:		Approve an amendment to the Westwater Resources, Inc. 2013 Omnibus Incentive Plan, as amended, to increase the authorized number of shares of common stock available and reserved for issuance under such plan by 6,100,000 shares.

· Proposal 3:		Approve an increase in the number of authorized shares of common stock from 200,000,000 shares to 400,000,000 shares

· Proposal 4:		Approve, on an advisory basis, our executive compensation.

· Proposal 5:		Ratify the appointment of Baker Tilly US, LLP as our independent registered public accountant for 2026.

· Proposal 6:		Approve, for purposes of complying with NYSE American Rule 713(a), the issuance of shares of common stock representing 20% or more upon the conversion of the Convertible Notes.

In addition, we may consider such other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

Q:	Who is eligible to vote at the Annual Meeting?

A:	Holders of common stock as of the close of business on the Record Date, or their duly authorized proxy holders, are eligible to vote. As of the close of business on the Record Date, there were 124,702,952 shares of common stock outstanding and entitled to vote at the Annual Meeting.

If you are the beneficial owner of shares held in “street name” (that is, if you hold your shares through a broker, bank or other holder of record), you need to direct that organization to vote those shares on your behalf or obtain an authorization from them and vote the shares for yourself at the meeting.

Q:	How many votes do stockholders have?

A:	Holders of common stock are entitled to cast one vote on each proposal properly brought before the Annual Meeting for each share of common stock that such holder owned at the close of business on the Record Date.

As of March 19, 2026, directors and executive officers of the Company as a group beneficially owned and were entitled to vote 6,112,251 shares of common stock, representing approximately 4.90% of the shares of common stock entitled to vote at the Annual

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Meeting. All of the directors and executive officers of the Company who are entitled to vote at the Annual Meeting have advised the Company that they intend to vote their shares of common stock in favor of each of the proposals, although such persons have not, except with respect to Proposal 6, entered into agreements obligating them to do so. As described in Proposal 6, in connection with the Company’s obligation to see stockholder approval with respect to Proposal 6, the Company entered into voting agreements with certain officers and directors of the Company, pursuant to which each such officer and director agreed to vote shares of common stock held by such person in favor of Proposal 6.

Q:	What vote is required to approve each of the proposals?

A:	Assuming a quorum is present:

●

Election of Directors: For Proposal 1, directors are elected by a plurality of the votes cast, and the five nominees for director who receive the most FOR votes at the Annual Meeting in person or by proxy will be elected to the Board. Abstentions, “broker non-votes” and shares that are voted “withhold” in regard to a director nominee will not be counted toward such nominee’s election and will have no effect on the outcome of the election.

●

All Other Proposals: For the other proposals and any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting, the affirmative vote of a majority of the votes cast on such proposals or other business at the Annual Meeting in person or by proxy is required for approval. Abstentions and “broker non-votes” are not treated as cast either for or against any such proposals or other business, and therefore will not affect the outcome of the vote.

Q:	What constitutes a quorum for the Annual Meeting?

The presence in person or by proxy of the holders of one-third of the shares issued and outstanding and entitled to be cast at the Annual Meeting constitutes a quorum under the Company’s bylaws. The Company will treat shares of common stock represented by a properly signed and returned proxy, including abstentions and broker non-votes, as present at the Annual Meeting for the purposes of determining the existence of a quorum. If a quorum is not present, the holders of record of a majority of such shares present and entitled to vote may adjourn the Annual Meeting until a quorum is obtained.

Q:	Is the Annual Meeting Virtual?

A:	The Annual Meeting will be conducted in a virtual-only meeting format. Only stockholders who pre-register for the Annual Meeting by entering the control number found on their Notice or voter instruction form, as applicable, may vote at the Annual Meeting.

Q:	How does the Board recommend that I vote?

A:	The Board unanimously recommends that you vote “FOR” each director nominee (Proposal 1), and “FOR” each of the other proposals (Proposals 2, 3, 4, 5, and 6).

Q:	What are “routine” and “non-routine” matters?

The rules of NYSE American determine whether proposals presented at stockholder meetings are “routine” or “non-routine.” NYSE American has ultimate authority to determine whether a proposal is routine or non-routine, and if NYSE American determines that a stockholder proposal should be treated differently than as presented in this proxy statement, we will notify stockholders by filing a Current Report on Form 8-K.

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Q:	What happens if I don’t vote?

If you are the beneficial owner of shares held in “street name” (that is, if you hold your shares through a broker, bank or other holder of record), the broker, bank or other holder of record who holds your shares of common stock will have authority to vote on “routine” proposals, including the approval of the increase in authorized common stock (Proposal 3) and the ratification of the appointment of Baker Tilly US, LLP as our independent registered public accountants for 2026 (Proposal 5).

However, if you have not submitted voting instructions to the broker, bank or other nominee, the banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to non-routine matters, including the election of directors (Proposal 1), the approval of an amendment to the Westwater Resources, Inc. 2013 Omnibus Incentive Plan (Proposal 2), the advisory approval of our executive compensation (Proposal 4), and the issuance of 20% or more of the Company’s common stock pursuant to the Convertible Notes (Proposal 6). As a result, absent specific instructions from the beneficial owner of such shares, brokers, banks or other holders of record are not empowered to vote such shares on non-routine matters, which we refer to as a “broker non-vote.” The effect of not instructing your broker, bank or other holder of record regarding how you wish your shares to be voted is that your shares will NOT be counted as “FOR” or “AGAINST” for these non-routine matters, and will NOT have an effect on Proposals 1, 2, 4, or 6.

No matter how many or few shares you own you are encouraged to vote and have your voice heard.

Q:	What do I need to do now?

After carefully reading and considering the information contained in this proxy statement, please vote promptly by calling the toll-free number listed on your Notice, accessing the Internet website listed on your Notice or by completing, signing and dating a paper proxy card, if you have requested one, and returning it by mail in the enclosed postage-paid envelope.

If you hold your stock in “street name” through a bank or broker, you must direct your bank or broker to vote in accordance with the instructions you have received from your bank or broker. Submitting your proxy by telephone, Internet or mail or directing your bank or broker to vote your shares will ensure that your shares are represented and voted at the Annual Meeting. For information on how to vote your shares at a virtual Annual Meeting, see “How do I attend a Virtual Annual Meeting?” and “Is the Annual Meeting Virtual” in the Questions and Answers portion of this Proxy Statement.

Q:	How do I vote?

A:	Stockholders of record may vote, either in person or by proxy, through the following methods:

●

Via the Internet: You may vote by proxy via the Internet by following the instructions on the Notice. You will be asked to provide the company number and control number from the Notice.

●

By Telephone: You may vote by proxy by calling the toll-free number found on the Notice. You will be asked to provide the company number and control number from the Notice.

●

By Mail: You may vote by mail by completing and mailing in a paper proxy card, which you may request by following the instructions contained in the Notice.

If you are a beneficial owner of shares held in “street name” (that is, if you hold your shares through a broker, bank or other holder of record), you can vote in one of three ways:

●

Via the Internet: You may vote by proxy via the Internet by following the instructions on the voting instruction form received from your broker, bank or other holder of record.

●

By Telephone: You may vote by proxy by calling the toll-free number found on the voting instruction form.

●

By Mail: You may vote by proxy by filling out the voting instruction form and sending it back in the envelope provided.

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Q:	How will my proxy be voted?

All shares of common stock represented at the Annual Meeting by properly submitted proxies, including by voting over the telephone or over the Internet, will be voted in accordance with the instructions indicated on those proxies. If you hold shares in your name and submit a proxy by telephone or over the Internet or sign and return a proxy card (if you have requested one) without giving specific voting instructions, your shares will be voted “FOR” each director nominee (Proposal 1), and “FOR” each of the other proposals (Proposals 2, 3, 4, 5 and 6).

Q:	If my broker holds my shares in “street name,” will my broker automatically vote my shares for me?

No. If you do not provide your broker with instructions on how to vote your “street name” shares, your broker will not be permitted to vote on non-routine matters on your behalf. You should therefore be sure to provide your broker with instructions on how to vote your shares, following the directions your broker provides to you. Please check the voting instruction form used by your broker to see if the broker offers telephone or Internet voting.

All stockholders are urged to have their voices heard on these important matters – please vote your shares today.

Q:	Can I attend the virtual Annual Meeting and vote my shares in person?

Yes. All stockholders, including stockholders of record and stockholders who hold their shares through banks, brokers, custodians or any other record holder, are invited to attend the virtual Annual Meeting. Holders of record of common stock as of the Record Date can vote in person at the virtual Annual Meeting by visiting www.cesonloneservices.com/wwr26_vm at least 24 hours before the Annual Meeting and pre-registering by entering the control number found on your Notice. If you are not a stockholder of record, you must obtain a valid legal proxy, executed in your favor, from the record holder of your shares, such as a bank, broker, custodian or other record holder, to be able to vote in person at the virtual Annual Meeting.

Q:	What does it mean if I receive more than one Notice or set of materials?

This means you own shares of the Company that are registered under different names. For example, you may own some shares directly as a stockholder of record and other shares through a broker, or you may own shares through more than one broker. In these situations, you will receive multiple Notices or sets of Proxy Materials. You must follow the instructions for voting procedures on each of the Notices you receive in order to vote all of the shares you own.

Q:	What can I do if I want to change or revoke my vote?

You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by voting again at a later date through any of the methods available to you, by attending the virtual Annual Meeting and voting in person, or if you are a holder of record, by giving written notice of revocation to the Company prior to the time the meeting begins. Written notice of revocation should be mailed to: Westwater Resources, Inc., Attention: Corporate Secretary, 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112.

If you hold your shares in “street name,” and wish to change or revoke your vote, please refer to the information on the voting instruction form forwarded to you by your bank, broker, custodian or other record holder to see your voting options.

Q:	Whom should I call if I have questions about the Annual Meeting?

A:	You should contact Christopher Rice, our proxy solicitor at Sodali, at 800 662-5200 or at WWR@info.sodali.com, or contact John W. Lawrence, our Corporate Secretary, at 303-531-0516 or at john.lawrence@wwr.net.

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PROPOSAL 1

ELECTION OF DIRECTORS

The Board has nominated five directors for election at the Annual Meeting. The directors will hold office from election until the next Annual Meeting of Stockholders and until their successors are elected and qualified or until their earlier death, resignation, or removal. All of the nominees are currently directors. Terence J. Cryan, Frank Bakker, Tracy D. Pagliara, Karli S. Anderson, and Deborah A. Peacock were elected by the stockholders at the 2025 Annual Meeting.

If your proxy is properly completed and received in time for the Annual Meeting, and if your proxy does not indicate otherwise, the represented shares will be voted “FOR” each of the directors presented below. We have no reason to believe that any of the nominees for director will be unable to serve if elected. However, if any of these nominees becomes unavailable, the persons named in the proxy intend to vote for any alternate designated by the current Board. Proxies cannot be voted for a greater number of persons than the nominees named.

The paragraphs below describe each nominee’s individual management and leadership experience for at least the last five years, which the Company believes, in the aggregate, creates a well-rounded and capable Board of Directors and contributes to the overall effectiveness of our Board and each of its Committees. Each nominee is an incumbent director. Each nominee consents to being named herein and to serve on the Board if elected. There are no family relationships among any director, executive officer or any person nominated or chosen by us to become a director.

Following each nominee’s biography below, we have highlighted certain notable skills and qualifications that contributed to his or her selection as a member of our Board of Directors.


Name		Age		Director Since		Primary Occupation
Terence J. Cryan		63		2017; 2006 – 2016		Chairman of the Board, Westwater Resources, Inc. (Executive Chairman since February 26, 2022)
Frank Bakker		61		2022		President & Chief Executive Officer, Westwater Resources, Inc.
Tracy D. Pagliara		63		2017		Senior Vice President, General Counsel & Corporate Secretary, Ocean Power Technologies, Inc.
Karli S. Anderson		52		2018		Formerly the Executive Vice President, Chief People and ESG Officer, and Head of Communications, Summit Materials, Inc.
Deborah A. Peacock		69		2020		President, CEO & Managing Director, Peacock Law P.C.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE NOMINEES NAMED ABOVE.

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DIRECTOR NOMINEES

Terence J. Cryan

Director, Executive Chairman of the Board and Member of the Safety and Sustainability Committee

Terence J. Cryan rejoined the Westwater Resources Board as its Chairman in August 2017, and he became Executive Chairman on February 26, 2022. He previously served as a Director from October 2006 to March 2016, served as Westwater’s Interim President & Chief Executive Officer from September 2012 to March 2013, and served as Chairman of the Board from June 2014 through March 2016. Mr. Cryan is also Chairman of the Board of Ocean Power Technologies, Inc. (NYSE American: OPTT), a renewable energy company providing electric power and communications solutions and services for offshore applications, where he has served as a director since October 2012, and as the Chairman since 2014.

Mr. Cryan served as a Director on the Board of Global Power Equipment Group Inc. from January 2008 until July 2017. Mr. Cryan was previously a Director on the Board of Superior Drilling Products, Inc. from June 2014 to December 2016. He was also previously a Director of The Providence Service Corporation from May 2009 to May 2011, and Gryphon Gold Corporation from August 2009 to December 2012.

Mr. Cryan served as a Managing Director of MACCO Restructuring Group, LLC, which provides qualified interim leadership and advice to stakeholders across a broad spectrum of business sectors, from 2020 to 2025. Mr. Cryan served as President & Chief Executive Officer of Global Power Equipment Group Inc., a publicly traded provider of construction and maintenance services to power, energy and industrial customers, from March 2015 until July 2017. Previously, Mr. Cryan served as Co-founder and Managing Director of Concert Energy Partners, an investment and private equity firm based in New York City, from 2001 until 2015. Prior to that, Mr. Cryan was a Senior Managing Director in the Investment Banking Division at Bear Stearns. Additionally, Mr. Cryan was a Managing Director, Head of the Energy and Natural Resources Group and member of the Investment Banking Operating Committee at Paine Webber, which he joined following its acquisition of Kidder, Peabody in 1994. From 2007 to 2010, Mr. Cryan also served as President & Chief Executive Officer of Medical Acoustics LLC.

Mr. Cryan has also been an adjunct professor at the Metropolitan College of New York Graduate School of Business. Mr. Cryan received a Master of Science degree in Economics from the London School of Economics in 1984 and a Bachelor of Arts degree in Economics from Tufts University in 1983. Mr. Cryan is a Board Leadership Fellow and member of the National Association of Corporate Directors.

Mr. Cryan’s extensive financial industry experience provides him with a wealth of knowledge in dealing with financial, accounting and regulatory matters. Mr. Cryan’s prior professional experience also permits him to provide valuable advice to the Company with respect to potential capital raising and merger and acquisition transactions, and his prior Board service and service as Interim President & Chief Executive Officer of the Company provides him a deep understanding of the operations of the Company.

Frank Bakker

Director, President & Chief Executive Officer and Chairman of the Safety and Sustainability Committee

Frank Bakker was elected as President & Chief Executive Officer and was appointed a director on January 16, 2023. Mr. Bakker served as Vice President and General Manager — Alabama Graphite Products from October 2022 until January 2023. Mr. Bakker has over 30 years of experience in engineering, project management, operations, and general management. Prior to joining the Company, from 2017 to 2021, he was responsible for engineering, project management, and plant operations at several methanol plants in Houston, Texas and in Charleston, West Virginia, including serving as the Chief Executive Officer for US Methanol LLC, as the Project Director for BD Energy, and as the Project Manager for Altivia AOC. From 2013 to 2017, Mr. Bakker served as President & Chief Executive Officer, and earlier as General Manager, in the ammonia and methanol business for OCI Partners LP in Beaumont, Texas. Mr. Bakker began his career at DSM in the Netherlands in 1989, working in various increasing management roles in the ammonia, engineering plastics and resins production businesses, eventually serving as the Manufacturing Director and Site Manager. Mr. Bakker received a Master’s Degree in Mechanical Engineering from the University of Twente Netherlands, and a Master’s in Business Administration from the University of Massachusetts.

Mr. Bakker has the necessary experience and education to serve the Company well through the construction and operation of the Kellyton advanced graphite processing plant.

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Tracy D. Pagliara

Director, Chairman of the Nominating and Corporate Governance Committee and Member of the Audit Committee and the Compensation Committee

Tracy D. Pagliara has served as a Director since July 2017. Beginning in February 2024, Mr. Pagliara served as a contractor in an acting capacity as General Counsel and Corporate Secretary for Ocean Power Technologies, Inc. (NYSE American: OPTT), and in January 2025 he accepted a permanent position as the Senior Vice President, General Counsel and Corporate Secretary for OPTT. From April 2018 to September 2023, Mr. Pagliara served as CEO of Williams Industrial Services Group Inc. (f/k/a Global Power Equipment Group Inc.) (NYSE American: WLMS), a publicly traded provider of construction and maintenance services to power, energy and industrial customers (“Williams”). From July 2017 to April 2018, Mr. Pagliara served as Co-President and Co-CEO of Williams. Mr. Pagliara joined Williams in April 2010 as General Counsel, Secretary and Vice President, Business Development and served in multiple other positions of increasing responsibility, including Senior Vice President, Administration, prior to his appointment as Co-President and Co-CEO in July 2017. Prior to joining Williams in April 2010, Mr. Pagliara served as the Chief Legal Officer of Gardner Denver, Inc., a leading global manufacturer of highly engineered compressors, blowers, pumps, and other fluid transfer equipment, from August 2000 through August 2008. He also had responsibility for other roles during his tenure with Gardner Denver, including Executive Vice President of Administration, Chief Compliance Officer, and Corporate Secretary. Prior to joining Gardner Denver, Mr. Pagliara held positions of increasing responsibility in the legal departments of Verizon Communications/GTE Corporation from August 1996 to August 2000 and Kellwood Company from May 1993 to August 1996, ultimately serving in the role of Assistant General Counsel for each company. Mr. Pagliara has a B.S. in Accounting and a J.D. from the University of Illinois. He is a member of the Missouri and Illinois State Bars and a Certified Public Accountant.

Mr. Pagliara brings to the Board extensive experience advising public companies and companies in the energy industry, in addition to companies with similar capital needs to Westwater. Mr. Pagliara’s background in accounting also permits him to contribute substantially as a member of the Audit Committee.

Karli S. Anderson

Director, Chair of the Compensation Committee and Member of the Audit Committee and the Safety and Sustainability Committee

Karli S. Anderson was the Executive Vice President, Chief People and Environmental, Safety, and Governance (ESG) Officer, and Head of Communications at Summit Materials, Inc. (NYSE: SUM), a leading vertically-integrated materials company with operations throughout North America from August 2019 until February 2025. She previously served as Vice President, Investor Relations for Royal Gold, Inc., a precious metals stream and royalty company engaged in the acquisition and management of precious metal streams, royalties, and similar production-based interests with over 190 properties on six continents, from 2013 to 2018. Previously, from 2010 to 2013, Ms. Anderson was a Senior Director of Investor Relations for Newmont Mining Corporation, one of the world’s largest gold producers. Ms. Anderson’s 20 years of capital markets experience includes stockholder engagement related to ESG factors with both equity and fixed income investors as well as proxy advisory firms. From 2012 to 2018, Ms. Anderson served as Chair of the Board of the Denver Gold Group, an organization representing seven-eighths of the world’s publicly traded gold and silver companies. Ms. Anderson holds a Bachelor’s Degree in telecommunications from Ohio University and a Masters of Business Administration (finance) from the Wharton School at the University of Pennsylvania. Ms. Anderson is a Governance Fellow and member of the National Association of Corporate Directors and Women Corporate Directors.

Ms. Anderson’s insights and guidance, her wealth of experience in the mining industry leading an environmental and safety function, as well as her advocacy towards better corporate governance, will continue to be critical assets to Westwater.

Deborah A. Peacock

Director, Chair of the Audit Committee and Member of the Compensation Committee and the Nominating and Corporate Governance Committee

Ms. Peacock is an attorney licensed to practice law in New Mexico, Colorado, and New York, and she is a Registered Patent Attorney (U.S.). Ms. Peacock is also a Registered Professional Engineer in Colorado and New Mexico. Ms. Peacock is the President, CEO, Managing Director, and owner of Peacock Law P.C. located in Albuquerque, New Mexico, which she founded in April 1995.

From 2011 until 2023, Ms. Peacock served on the Board of Regents of the New Mexico Institute of Mining & Technology and served as the Chair thereof in the last six years. She now serves on the Board of Governors of the Colorado School of Mines Foundation

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(2024 – present), is Vice Chair of the Development Committee, is also on the Nominating/Governance Committee and serves on the President’s Strategic Advisory Group on critical minerals. Ms. Peacock served on the New Mexico Mining Safety Board from 2015 until 2021. From 2017 to 2022, Ms. Peacock served on the Board of Directors of THEMAC Resources Group, Ltd. (CVE: MAC), chaired its Corporate Governance Committee and was a member of its Audit Committee, and served on its wholly-owned subsidiary New Mexico Copper Corp. Since 2017, Ms. Peacock has served on the Board of Directors of New Mexico Gas Company, and from 2018 to February 2023, she served on the Board of Directors of Emera Technologies, LLC (a/k/a Block Energy) — both of which are wholly owned subsidiaries of Emera, Inc. (TSE:EMA). In addition to her corporate Board service, Ms. Peacock is on the Board of NewSpace Nexus (2024 – present), and served on the National Academy of Sciences, Earth Resources Committee (2020-2023). Ms. Peacock previously served on the Board of The Georgia O’Keeffe Museum, on both its Audit and Executive Committees, and was Chair of its Audit Committee. She previously served on the New Mexico Environmental Improvement Board and as Chair thereof for four years. In 2014, Ms. Peacock co-founded the Greater New Mexico Chapter of Women Corporate Directors. Ms. Peacock served on the Board of New Mexico Angels from 2005 to 2022.

Ms. Peacock obtained her Bachelors of Science degree (B.S.) in Metallurgical Engineering from the Colorado School of Mines, and her Law Degree (J.D.) from Harvard Law School. She is also a Governance Fellow with the National Association of Corporate Directors. Ms. Peacock brings to the Board extensive experience in or with corporate governance, financial oversight, a wide variety of business and corporate legal matters including intellectual property and mergers & acquisitions, and has knowledge of mining, mineral processing and metallurgy, environmental regulations, permitting, and social license.

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CORPORATE GOVERNANCE

Board of Directors

The Company’s business and affairs are overseen by the Board pursuant to the Delaware General Corporation Law and the Company’s Amended and Restated Bylaws, as amended (the “Bylaws”). Members of the Board are kept informed of the Company’s business through discussions with the Chairman and key members of management, by reviewing materials provided to them, and by participating in Board and Committee meetings. All members of the Board are elected annually by the stockholders.

Regular attendance at Board meetings and the Annual Meeting is expected of each director. Our Board held 12 meetings during 2025. All directors attended all Board and all Committee meetings in 2025. The independent directors met in executive session at several of the Board meetings held in 2025. All of the directors attended the 2025 Annual Meeting of Stockholders in May 2025.

Board Leadership Structure

The Company’s governing documents allow the roles of Chairman (or Executive Chairman) and Chief Executive Officer to be filled by the same or different individuals. This approach allows the Board flexibility to evaluate and determine, on an annual basis, whether the two roles should be separate or combined based upon the Company’s needs, the Board’s assessment of the Company’s leadership from time to time, and long-term interests of our stockholders. Based on these considerations, currently Mr. Cryan serves as Executive Chairman and Mr. Bakker serves as Chief Executive Officer. Mr. Cryan is best situated to serve as Executive Chairman given his long tenure with the Company and his extensive experience involving board leadership, corporate strategy, succession planning and talent acquisition as well as dealing with the financial markets and institutional investors. Mr. Bakker is best situated to serve as Chief Executive Officer given his experience in engineering, project management, construction and operations, and general corporate management.

Determination of 2026 Director Nominees

Each of the director nominees at the 2026 Annual Meeting are existing directors of the Company. Mr. Cryan, Mr. Bakker, Mr. Pagliara, Ms. Anderson, and Ms. Peacock were elected by the stockholders at the 2025 Annual Meeting.

Director Independence

The Board annually reviews all relationships that directors have with the Company to affirmatively determine whether the directors are “independent” under NYSE American listing standards. The Board has determined that each of Mr. Pagliara, Ms. Anderson, and Ms. Peacock are “independent” and as a result, each existing member of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee is “independent.” Mr. Cryan was determined to be an “independent” director until February 26, 2022, when he began serving as Executive Chairman. In arriving at the foregoing independence determination, the Board considered transactions and relationships between each director or any member of her or his immediate family and the Company, its subsidiaries, or its affiliates. The Board has determined that the directors designated as “independent” have no relationship with the Company that would interfere with the exercise of their independent judgment in carrying out the responsibilities of a director.

Communications with the Board

Interested parties, including the Company’s stockholders, desiring to communicate with the Board members, including its non-management directors as a group, may do so by mailing a request to the Corporate Secretary of Westwater Resources, Inc. at 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112. Pursuant to the instruction of the Company’s non-management directors, the Corporate Secretary will review inquiries and if they are relevant to, and consistent with our operations, policies and procedures, they will be forwarded to the director or directors to whom they are addressed. Inquiries not forwarded will be retained by the Company and will be made available to any director upon request.

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Committees of the Board

The Board has established four standing committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and a Safety and Sustainability Committee. The table below indicates the members of each standing Board Committee as of March 19, 2026.


			Nominating and
			Corporate	Safety and
Board Member	Audit	Compensation	Governance	Sustainability
Terence J. Cryan+				x
Frank Bakker#				Ch.
Tracy D. Pagliara*	x	x	Ch.
Karli S. Anderson*	x	Ch.		x
Deborah A. Peacock*	Ch.	x	x

+	Mr. Cryan was an Independent Director through February 25, 2022. He became Executive Chairman on February 26, 2022, and as a result he is no longer an Independent Director.

#	Mr. Bakker is the Company’s President & Chief Executive Officer, and as a result he is not an Independent Director.

*	Independent Director.

Each of the Company’s Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Safety and Sustainability Committee operates under a charter, adopted by the Board, which is available on the Company’s website at www.westwaterresources.net under “Corporate Governance,” or in print, without charge, to any stockholder who sends a request to the Corporate Secretary of Westwater Resources, Inc. at 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112. The functions performed by each of the standing Committees are briefly described below. The Company’s website address is provided as an inactive textual reference only. The information provided on the website is not incorporated by reference into, and does not form a part of, this proxy statement.

The Audit Committee

We have a separately designated Audit Committee composed solely of independent directors. The Audit Committee held four meetings in 2025.

The Audit Committee’s primary responsibilities are to:

●

assist the Board in discharging its responsibilities with respect to the accounting policies, internal controls and financial reporting of the Company;

●

monitor compliance with applicable laws and regulations, standards and ethical business conduct, and the systems of internal controls;

●

assist the Board in its oversight of the qualifications, independence and performance of the registered public accounting firm engaged to be the independent auditor of the Company; and

●

prepare the Audit Committee report required to be included in the Company’s proxy statements.

The Board has determined that Ms. Peacock, the Chair of the Audit Committee, and Mr. Pagliara, a member of the Audit Committee, each satisfies the criteria adopted by the SEC to serve as an “audit committee financial expert.” In addition, the Board has determined that each of Ms. Peacock, Mr. Pagliara, and Ms. Anderson, constituting all current members of the Audit Committee, is an independent director pursuant to the requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and NYSE American listing standards and is able to read and understand the Company’s financial statements.

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The Compensation Committee

The Compensation Committee held five meetings during 2025. The Compensation Committee is responsible for assisting the Board in developing the Company’s compensation philosophy, setting the compensation of the Company’s executive officers, and administering and implementing the Company’s incentive compensation plans and equity-based plans. The Compensation Committee’s primary responsibilities are to:

●

review and approve corporate goals and objectives relevant to the compensation of the Company’s executive officers;

●

evaluate the performance of the Company’s executive officers in light of such goals and objectives;

●

determine and approve executive officer compensation based on such evaluation.

The Compensation Committee also reviews and discusses the Compensation Discussion and Analysis appearing in the Company’s proxy statements with management, and based on such review and discussions, has recommended to the Board that the Compensation Discussion and Analysis set forth herein be included in this proxy statement.

Under the Compensation Committee Charter, the Compensation Committee has the authority to retain compensation consultants. Although none were used in 2025, the Compensation Committee has previously engaged compensation consultants. The Compensation Committee also has the authority to obtain advice and assistance from executives, internal or external legal, accounting, or other advisors as it determines necessary to carry out its duties.

The Compensation Committee may delegate its authority to determine the amount and form of compensation paid to non-executive employees and consultants to officers and other appropriate supervisory personnel. It may also delegate its authority (other than its authority to determine the compensation of the Chief Executive Officer) to a subcommittee of the Compensation Committee. Finally, to the extent permitted by applicable law, the Compensation Committee may delegate to one or more officers (or other appropriate personnel) the authority to recommend stock options and other stock awards for employees who are not executive officers or members of the Board.

The Board has determined that each of Ms. Peacock, Mr. Pagliara, and Ms. Anderson, constituting all current members of the Compensation Committee, is an independent director pursuant to the requirements under the Exchange Act and NYSE American listing standards.

Practices for the Timing of Awards as They Relate to the Disclosure of Material Non-Public Information

We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards. Although we do not have a formal policy with respect to the timing of our equity award grants, the Company has historically granted such awards on a predetermined annual schedule. In fiscal 2025, we did not grant new awards of stock options to our NEOs during the time period outlined in Item 402(x) of Regulation S-K.

The Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee held two meetings during 2025, and its primary responsibilities are to:

●

recommend to the Board director nominees for the annual meeting of stockholders;

●

recommend and approve compensation for the independent directors;

●

identify and recommend director candidates to fill vacancies occurring between annual stockholders’ meetings; and

●

oversee all aspects of corporate governance of the Company.

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The Nominating and Corporate Governance Committee of the Board identifies director candidates based on input provided by a number of sources, including members of the Nominating and Corporate Governance Committee, other directors, our stockholders, members of management and third parties. The Nominating and Corporate Governance Committee does not distinguish between nominees recommended by our stockholders and those recommended by other parties. Any stockholder recommendation must be sent to the Corporate Secretary of Westwater Resources, Inc. at 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112, and must include detailed background information regarding the suggested candidate that demonstrates how the individual meets the Board membership criteria discussed below. The Nominating and Corporate Governance Committee also has the authority to consult with or retain advisors or search firms to assist in the identification of qualified director candidates.

As part of the identification process, the Nominating and Corporate Governance Committee takes into account each candidate’s business and professional skills, experience serving in management or on the board of directors of companies similar to the Company, financial literacy, independence, personal integrity and judgment. In conducting this assessment, the Nominating and Corporate Governance Committee will, in connection with its assessment and recommendation of candidates for director, consider diversity (including, but not limited to, gender, race, ethnicity, age, experience and skills) and such other factors as it deems appropriate given the then-current and anticipated future needs of the Board and the Company, and to maintain a balance of perspectives, qualifications, qualities and skills on the Board. The Board does not have a formal diversity policy for directors. However, the Board is committed to an inclusive membership. Although the Nominating and Corporate Governance Committee may seek candidates that have different qualities and experiences at different times in order to maximize the aggregate experience, qualities and strengths of the Board members, nominees for each election or appointment of directors will be evaluated using a substantially similar process. Incumbent directors who are being considered for re-nomination are re-evaluated both on their performance as directors and their continued ability to meet the required qualifications.

The Nominating and Corporate Governance Committee also regularly reviews and sets the terms of compensation for each member of the Board and its various Committees. Such compensation decisions are made on an annual basis following the annual general meeting of stockholders. Together with the Board, the Nominating and Corporate Governance Committee also routinely considers executive officer succession planning, identification, and election. Generally, the Company’s named executive officers are appointed by the Board on an annual basis following the annual general meeting of stockholders. Finally, as part of its responsibilities, the Nominating and Corporate Governance Committee oversees matters of corporate governance.

The Board has determined that each of Mr. Pagliara and Ms. Peacock, constituting all current members of the Nominating and Corporate Governance Committee, is an independent director pursuant to the requirements under the Exchange Act and NYSE American listing standards.

The Safety and Sustainability Committee

The Safety and Sustainability Committee held three meetings in 2025. The Safety and Sustainability Committee’s primary responsibility is for management of health, safety, loss prevention, operational security, sustainable development, environmental management and affairs, community relations, human rights, government relations and communications issues relating to the Company, including compliance with laws and regulations. The Committee’s primary responsibilities are to:

●

provide advice, counsel, and recommendations to management on:

o

health, safety, loss prevention issues and operational security; and

o

issues relating to sustainable development, environmental management and affairs, community relations, human rights, government relations and communications; and

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●

assist the Board in its oversight of:

o

health, safety, loss prevention and operational security issues relating to the Company;

o

sustainable development, environmental affairs, relations with communities and civil society, government relations, communications issues and human rights relating to the Company;

o

the Company’s compliance with regulations and policies that provide processes, procedures, and standards to follow in accomplishing the Company’s goals and objectives relating to:

◾

health, safety, loss prevention issues and operational security; and

◾

sustainable development, environmental management affairs, community relations, human rights, government relations and communications issues; and

o

management of risks related thereto.

Code of Ethics

The Company has adopted a Code of Ethics for Senior Financial Officers, which is applicable to the Company’s chairman (or executive chairman), chief executive officer, chief financial officer, chief accounting officer, general counsel, controller, and treasurer, and a Code of Business Conduct and Ethics, which is applicable to all directors, officers, and employees. Copies of the codes are available on the Company’s website at www.westwaterresources.net under “Corporate Governance” or in print, without charge, to any stockholder who sends a request to the office of the Corporate Secretary of Westwater Resources, Inc. at 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112. In the event that the Company makes any amendment to, or grants any waiver from, a provision of the Code of Ethics for Senior Financial Officers that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer, controller, or certain other senior officers and requires disclosure under applicable SEC rules, the Company intends to disclose such amendment or waiver and the reasons for the amendment or waiver on the Company’s website or, as required by NYSE American rules, file a Current Report on Form 8-K with the SEC reporting the amendment or waiver.

The Company’s website address is provided as an inactive textual reference only. The information provided on the website is not incorporated by reference into, and does not form a part of, this proxy statement.

Related Party Transactions

The Company’s general policy with respect to related party transactions is included in its Code of Business Conduct and Ethics, the administration of which is overseen by the Audit Committee. Directors and officers are required to report to the Audit Committee any potential transaction that the Company would be required to disclose pursuant to Item 404(a) of Regulation S-K promulgated under the Exchange Act (a “Related Party Transaction”). If a potential Related Party Transaction is disclosed to the Audit Committee, it will be reviewed by the non-interested members of Audit Committee and they will decide whether the Related Party Transaction will be permitted in accordance with the policy in the Code of Business Conduct and Ethics.

The Company also collects information about actual or potential Related Party Transactions in its annual questionnaire completed by directors and officers. Potential Related Party Transactions are subject to the review and approval of the non-interested members of the Audit Committee. In determining whether to approve any such transaction, the Audit Committee will consider such factors as it deems relevant, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in arm’s length negotiations with an unrelated third party.

Stock Trading Policies

The Company’s securities trading policy and procedures governing the purchase, sale, and other dispositions of the Company’s securities apply to the Company and to the Company’s directors, officers, and employees and are designed to ensure compliance with insider trading laws, rules and regulations, and NYSE American standards, to avoid even the appearance of improper conduct on the part of anyone employed by or associated with the Company, and to require the Company’s directors, officers, and key employees to

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effect transactions in the Company’s stock only during certain trading windows and to pre-clear all such transactions with a designated officer of the Company. The Company’s securities trading policy specifically prohibits any Company personnel from engaging in short-term or speculative transactions involving the Company’s stock, including a prohibition on: (a) trading in Company stock on a short-term basis and thus requiring stock purchased on the open market to be held for a minimum of six months; (b) purchases of Company stock on margin; (c) short sales of Company stock; (d) buying or selling put or call options or other derivative securities relating to Company stock; (e) engaging in hedging or monetization transactions, such as collar, equity swaps, prepaid variable forwards, and exchange funds with respect to Company stock; (f) participating in investment clubs that invest in the Company’s securities; (g) holding the Company’s securities in a margin account; (h) placing open orders of longer than three business days or ending after a trading window has closed (except pursuant to a qualified trading plan that is intended to comply with the safe harbor in Rule 10b5-1); and (i) pledging Company stock as security for any obligation. The Company’s Insider Trading Policy is attached as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Board Oversight of Risk Management

The Board has overall responsibility for risk oversight with a focus on the most significant risks facing the Company. The Board relies upon the President & Chief Executive Officer to supervise day-to-day risk management, who reports directly to the Board and certain Committees on such matters as appropriate.

The Board is also responsible for oversight of the Company’s efforts to address environmental matters and cybersecurity. The Company has a long history of environmental leadership, especially with regard to state and federal regulations as they apply to our former uranium operations. In addition, we have performed our work without serious injury for several years — emblematic of our approach to safe work practices, procedures and leadership. As part of our environmental activities associated with the development of our graphite business, the Westwater team received a patent from the U.S. Patent & Trademark Office for a process that purifies graphite with a lighter environmental footprint than processes used by others in our business.

The Board delegates certain oversight responsibilities to its Committees. For example, while the primary responsibility for financial and other reporting, internal controls, compliance with laws and regulations and ethics rests with the management, the Audit Committee provides risk oversight with respect to the Company’s financial statements, the Company’s compliance with legal and regulatory requirements and corporate policies and controls, and the independent auditor’s selection, retention, qualifications, objectivity and independence. Additionally, the Compensation Committee provides risk oversight with respect to the Company’s compensation programs, and the Nominating and Corporate Governance Committee provides risk oversight with respect to the Company’s governance structure and processes and succession planning. The Board and each Committee consider reports and presentations from the members of management responsible for the matters considered to enable the Board and each Committee to understand and discuss risk identification and risk management.

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AUDIT COMMITTEE REPORT

The Audit Committee, operating under a written charter adopted by the Board, reports to and acts on behalf of the Board by providing oversight of the Company’s independent auditor and the Company’s financial management and financial reporting procedures. Management has primary responsibility for preparing the Company’s financial statements and establishing and maintaining effective internal financial controls and for the public reporting process. Baker Tilly US, LLP (“Baker Tilly”), the Company’s independent registered public accountant, is responsible for auditing those financial statements and expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles.

In this context, the Audit Committee reviewed and discussed with management and Baker Tilly the audited financial statements for the year ended December 31, 2025, the Baker Tilly audit fees, and management’s assessment of the effectiveness of the Company’s internal control over financial reporting. The Audit Committee has discussed with Baker Tilly the matters that are required to be discussed by the applicable Public Company Accounting Oversight Board and SEC standards. Baker Tilly has provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding Baker Tilly’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with Baker Tilly that firm’s independence. The Audit Committee also concluded that Baker Tilly’s provision of audit and non-audit services to the Company and its affiliates is compatible with Baker Tilly’s independence.

Based on the considerations referred to above, the Audit Committee recommended to the Board that the audited financial statements for the year ended December 31, 2025, be included in the Company’s Annual Report on Form 10-K for 2025 and selected Baker Tilly as the independent registered public accountants for the Company for 2026.

The Report was submitted by the following members of the Audit Committee of the Board:

Deborah A. Peacock, Chair

Tracy D. Pagliara

Karli S. Anderson

The information contained in the foregoing Audit Committee Report shall not be deemed to be “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into a future filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent the Company specifically incorporates this Report by reference therein.

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DIRECTOR COMPENSATION

Annual Compensation

The annual cash retainer for non-employee directors is $60,000, earned at a rate of $15,000 per quarter. In addition, compensation for each non-employee director for each committee served upon is $10,000, earned at a rate of $2,500 per quarter, with the exception that the Chair of each committee is provided with $20,000, earned at rate of $5,000 per quarter for such service. Also, each non-employee director was provided with a stock award valued at $400,000 following the annual general meeting of stockholders held in May 2025.

Effective January 29, 2024, the annual compensation for Mr. Cryan was re-set by the Board and now consists of three parts (each subject to adjustment by the Compensation Committee as/when appropriate) for his service as an employee of the Company with the title Executive Chairman of the Board: (i) an annual base salary initially set at $325,000 per year; (ii) participation in the Company’s Short-Term Incentive (STI) plan initially set at a target of 60 percent of his annual base salary; and (iii) participation in the Company’s Long-Term Incentive (LTI) Plan initially set at a target of 100 percent of his annual base salary. He is also eligible for a 401(k) match and life insurance. For additional information regarding Mr. Cryan’s total compensation for 2025, see the last footnote to the 2025 Summary Compensation Table in Proposal 4 (Advisory Vote to Approve Executive Compensation) on page 28.

All of the Company’s directors are also reimbursed for reasonable out-of-pocket expenses related to attendance at Board and Committee meetings.

The following table summarizes all compensation for Board service earned by the non-employee directors and Mr. Cryan during the year ended December 31, 2025.


		Fees Earned
		or
		Paid in Cash			Stock			Total
Director Compensation ⁽¹⁾		($)			Awards⁽²⁾			($)
Terence J. Cryan+		$	—		$	—		$	—
Tracy D. Pagliara		$	100,000		$	190,800		$	290,800
Karli S. Anderson		$	100,000		$	190,800		$	290,800
Deborah A. Peacock		$	100,000		$	190,800		$	290,800
		$	300,000		$	572,400		$	872,400

+	Mr. Cryan was an Independent Director through February 25, 2022. He became Executive Chairman on February 26, 2022, and as a result he is no longer an Independent Director. Mr. Cryan’s compensation in 2025 is shown on page 42.

(1)

Mr. Bakker, our CEO, is not included in this table as he was an employee of the Company in 2025 and did not receive compensation for his services as a director. All compensation paid to Mr. Bakker for the services he provided to us in 2025 is reflected in the Summary Compensation Table in Proposal 4 (Advisory Vote to Approve Executive Compensation) on page 42.

(2)

Represents the grant date fair value of equity awards granted during 2025 in accordance with FASB ASC Topic 718. See Note 10 — Stock-Based Compensation of the Notes to Consolidated Financial Statements in Item 8 of the Annual Report on Form 10-K for the year ended December 31, 2025, for a discussion of valuation assumptions for stock and option awards.

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The number of Restricted Stock Units (“RSUs”) and vested and unvested stock options held by each non-employee director and Mr. Cryan as of December 31, 2025 is shown below:


		Number of		Number of		Restricted
		Vested Options		Unvested Options		Stock Units
Terence J. Cryan+		53,653		—		4,552,692
Tracy D. Pagliara		53,653		—		400,000
Karli S. Anderson		249,064		—		400,000
Deborah A. Peacock		52,707		—		400,000
		409,077		—		5,752,692

+	Mr. Cryan was an Independent Director through February 25, 2022. He became Executive Chairman on February 26, 2022, and as a result he is no longer an Independent Director.

Anticipated Compensation Policy for Independent Directors in Fiscal Year 2026

For fiscal year 2026, the Nominating and Corporate Governance Committee intends to apply the same components of the compensation policy reviewed above for independent Directors. The Nominating and Corporate Governance Committee is acutely aware of the competitive marketplace for talented Board members, the continuing need to make progress toward an insider ownership target of at least 10 percent of the Company’s total outstanding shares, consistent with the Company’s ownership guidelines, and the risks associated with serving on the board of a pre-revenue stage, micro-cap public company. No changes are planned in the annual cash retainer for Board service and Committee service. Instead, the Nominating and Corporate Governance Committee anticipates continuing the significant equity awards for its independent Directors, which will further align their overall compensation with broader shareholder interests.

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PROPOSAL 2

AMENDMENT TO OUR 2013 OMNIBUS INCENTIVE PLAN

The Westwater Resources, Inc. 2013 Omnibus Incentive Plan, as amended (the “Incentive Plan”), is the sole active plan that provides for equity incentive compensation to our eligible directors, officers, employees, and consultants. The Board believes that the Incentive Plan is in the best interests of the Company and our stockholders as equity awards help to attract, retain, and motivate the directors, officers, and employees of the Company to achieve long-term performance goals and enable them to participate in the long-term growth of the Company. In addition, the Board views equity awards as an important form of compensation for our executive officers, which aligns the interests of the stockholders and the Company’s executive officers.

Stockholders originally approved the Incentive Plan at our annual meeting on June 4, 2013. Over the ensuing 13 years, the Incentive Plan has been utilized by the Board to make awards to eligible directors, officers, employees, and consultants, and our stockholders have routinely approved amendments to the Incentive Plan to increase the number of shares available for that purpose. By February 2026, there were 4,622,837 shares available for issuance under the Incentive Plan, which is not sufficient for the anticipated equity awards to eligible directors, officers, and employees in fiscal year 2026.

On March 17, 2026, the Board approved, at the recommendation of the Compensation Committee, and subject to stockholder approval at the Annual Meeting, an amendment to the Incentive Plan to increase the number of shares available for grant under the Incentive Plan by 6,100,000 shares to ensure that adequate shares will be available for near-term grants. The additional shares represent approximately 4.89%, on a fully diluted basis, of the 124,702,952 shares of our common stock that were outstanding as of March 19, 2026. This amount when coupled with the existing shares in the Incentive Plan, was determined to be our need over approximately the next year (i.e., the annual burn rate), and as such, is intended to limit the risk of dilution or over-hang. We believe that compensating our management and employee teams with substantial equity in the Company, subject to achieving defined corporate goals vesting over several years, is important in creating an environment in which management and employees (a) will be motivated to remain employed for years, and (b) be productive over long periods of time to help the Company achieve its goals. We further believe that the attraction, motivation, and retention of highly qualified personnel is essential to our continued growth and success, and that continued awards under the Incentive Plan are necessary for us to remain competitive in our compensation practices. The current environment for sourcing talented employees is highly competitive, which has put a premium on attracting and retaining key employees. In March 2026, the Compensation Committee decided that none of the members of the Company’s executive management team would receive any increase in their base compensation including no cost-of-living adjustment. While base compensation could be increased in the future by the Compensation Committee if and as warranted, the Compensation Committee prefers, instead, to award shares of the Company’s stock (with defined performance goals vesting over several years) to its executive management team from the Incentive Plan as a more effective way to ensure alignment of employees’ and stockholders’ interests, and believes that all such equity incentives are in the best interest of the stockholders.

Early each year our Compensation Committee identifies those officers and employees who will be eligible to receive an equity incentive award. While the Compensation Committee retains considerable discretion regarding how awards are determined and to whom they are granted, typically they calculate the value of each award for each recipient based upon either a variable percentage of the recipients’ annual cash compensation or a definitive award (in either value or in shares) based upon the recipient’s contributions to and responsibilities for the Company. Details regarding past stock grants made to the Company’s named executive officers (NEOs) are addressed on pages 42 - 43. It is typical for stock awards to vest, if at all, equally over a period of three years with one-third of the vesting contingent upon the recipient’s continued employment with the Company at the time of vesting and two-thirds of the vesting contingent upon attaining specific corporate performance goals unique to each year.

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The following table summarizes the number of shares of common stock subject to outstanding equity awards under the Incentive Plan, along with the shares remaining available for issuance under the Incentive Plan, in each case as of March 19, 2026:


		As a % of Common Stock
	Number of Shares	Outstanding
Stock options outstanding ⁽¹⁾	424,826	0.34	%
Restricted stock units outstanding	14,634,638	11.74	%
Shares available for grant	4,622,837	3.71	%

Based on 124,702,952 shares outstanding as of March 19, 2026.

(1)	The weighted average exercise price of the outstanding stock options as of March 19, 2026, was approximately $2.66 per share.

Reasons for Approval

We have made strides to better position the Company for growth and future success by embarking on a growth strategy in the battery materials and energy storage industry. We are committed to further improving the Company’s performance, and significant continued effort, focus and dedication will be necessary from our management and employees to do so. We believe it will be critical to our future success that we take steps to maintain the competitiveness of our incentive pay programs and that we continue to closely align these incentive opportunities with the interests of our stockholders. To achieve these critical objectives as discussed more fully below, and to achieve the stock ownership guidelines as discussed on pages 37 - 38 below, we are seeking additional shares for issuance under the Incentive Plan.

Retaining and Attracting Employees

Our ability to recruit, retain, reward, and motivate employees and officers depends in part on our ability to offer competitive equity compensation. We believe we would be at a competitive disadvantage if we could not continue to use equity awards to recruit and compensate these individuals or to limit those awards to an arbitrary, pre-defined number.

Aligning our Employees’ Interests with our Stockholders

We believe that the use of equity awards as part of our compensation program is important to our continued success because it fosters a pay for performance culture, which is an important element of our overall compensation philosophy. We believe equity compensation motivates employees to create stockholder value because the value employees realize from equity compensation is directly aligned with creation of stockholder value as reflected by the share price of the Company.

As discussed above, we believe that equity compensation aligns the goals and objectives of our employees with the interests of our stockholders and promotes a focus on long-term value creation. This long-term alignment between our employees and the interests of our stockholders is critical as our management strives to execute on our vision and growth plans. Equity awards that are subject to time-based and performance-based vesting criteria are designed to help retain key personnel and motivate them to attain our potential.

If we do not have the flexibility to grant equity awards under the Incentive Plan, we may need to increase the cash component of our employees’ compensation in order to remain market competitive. Increasing cash compensation would increase our cash compensation expense and would divert cash that could otherwise be invested in the Company’s business.

We are requesting approval of this amendment to the Incentive Plan in order to continue to recruit and retain the key employee talent that is vital to the execution of our vision and growth plans and to continue to closely align compensation opportunities with the creation of stockholder value.

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Corporate Governance Considerations

As discussed in more detail below, our Incentive Plan includes provisions designed to serve stockholders’ interests and promote effective corporate governance, including the following:

●

No “Evergreen Provision.” The Incentive Plan specifies a fixed number of shares available for future grants and does not provide for any automatic increase based on the number of outstanding shares of our common stock.

●

No Discounted Awards. The Incentive Plan prohibits the granting of stock options and stock appreciation rights with an exercise or grant price that is less than the fair market value of our common stock on the grant date.

●

No Re-pricing without Stockholder Approval. The Incentive Plan prohibits the re-pricing of stock options and stock appreciation rights, without first obtaining the approval of our stockholders.

Description of the Incentive Plan

Including the proposed amendment, the following is a general description of the material features of the Incentive Plan and its operation. A copy of the Incentive Plan, as amended by the proposed amendment, is attached as Appendix B to this Proxy Statement. The description below is qualified in its entirety by the detailed provisions of the Incentive Plan, which are set forth in Appendix B, and the proposed amendment, which is set forth in Appendix A. Because participation in and the types of awards to be granted under the Incentive Plan are subject to the discretion of our Compensation Committee for officers and employees and the Nominating and Corporate Governance Committee for independent Directors, the benefits or amounts that will be received by any participant or group of participants are not currently determinable.

Eligibility

All of our officers, directors and employees, and the officers, directors and employees of our subsidiaries and affiliates, are eligible to receive awards under the Incentive Plan. In addition, consultants, advisers, and certain other individuals whose participation in the Incentive Plan is determined to be in the best interests of the Company by the Compensation Committee may participate. However, non-qualified stock options are not available to our employees. As of March 19, 2026, 21 individuals were eligible to receive awards under the Incentive Plan.

Administration of the Incentive Plan

The Incentive Plan is administered by our Compensation Committee, and our Compensation Committee determines all awards, all terms and conditions of awards, and the number of shares of common stock subject to awards under the Incentive Plan for employee-directors, officers, employees, and consultants. The Nominating and Corporate Governance Committee determines the number of shares of common stock subject to awards under the Incentive Plan for non-employee directors. Each member of our Compensation Committee and each member of our Nominating and Corporate Governance Committee is both a “non-employee director” within the meaning of Rule 16b-3 of the Exchange Act, and an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code. Our Compensation Committee also interprets the provisions of the Incentive Plan. During any period of time in which we do not have a Compensation Committee, the Incentive Plan will be administered by the Board of Directors or another committee appointed by the Board of Directors. References herein to our Compensation Committee include a reference to the Board of Directors or another committee appointed by the Board of Directors for those periods in which the Board of Directors or such other committee appointed by the Board of Directors is acting.

Stock Authorization

Assuming that this Proposal is approved, the maximum number of shares of common stock available for awards under the Incentive Plan is equal to the sum of (x) 4,622,837 shares that existed within the Incentive Plan on March 19, 2026, plus (y) the number of shares available for awards under our prior equity plans as of June 4, 2013, including any awards made under those plans that terminate by expiration, forfeiture, or cancellation, plus (z) the additional 6,100,000 shares being authorized for issuance under this amendment to the Incentive Plan.

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Share Usage

Each share subject to an award, including through dividend reinvestment rights, is counted against the share issuance limit on a one-for-one basis. The number of shares subject to a SAR is also counted against the share issuance limit on a one-for-one basis, regardless of the number of shares actually issued to settle the SAR. An award that, by its terms, cannot be settled in shares of stock will not count against the share issuance limit.

No Repricing

Except in connection with certain corporate transactions, no amendment or modification may be made to an outstanding stock option or SAR, including by replacement with or substitution of another award type, that would reduce the exercise price of the stock option or SAR or would replace any stock option or SAR with an exercise price above the current market price with cash or another security, in each case without the approval of our stockholders (although appropriate adjustments may be made to outstanding stock options and SARs to achieve compliance with applicable law, including the Internal Revenue Code).

Types of Awards Available Under the Incentive Plan

The Incentive Plan allows for several different types of awards and sets forth the various terms and conditions associated with those awards. In sum, the following six type of awards can be made: (1) stock options including those that do not qualify as incentive stock options; (2) stock awards including restricted stock, unrestricted stock, and RSUs; (3) SARs; (4) performance-based awards; (5) dividend equivalents; and (6) other equity-based awards, including those payable in cash, as determined by the Compensation Committee. For a complete description of each award and their specific terms and conditions, see Appendix B.

Recoupment

Award agreements for awards granted pursuant to the Incentive Plan provide for mandatory repayment by the recipient to us of any gain realized by the recipient to the extent the recipient is in violation of or in conflict with certain agreements with us (including but not limited to an employment or non-competition agreement) or upon termination for “cause” as defined in the Incentive Plan, applicable award agreement, or any other agreement between us and the grantee. Awards are also subject to mandatory repayment to the extent the grantee is or becomes subject to any clawback or recoupment right we may have, including under our Compensation Recovery Policy, or to the extent any law, rule or regulation imposes mandatory recoupment.

Change in Control

Unless there is an agreement in place to the contrary (e.g., the employment agreements for the NEOs discussed at pages 44 - 46), if the Company experiences a change in control in which outstanding awards that are not exercised prior to the change in control will not be assumed or continued by the surviving entity: (i) except for performance-based awards, all shares of restricted stock and RSUs will vest and the underlying shares of common stock and all dividend equivalent rights will be delivered immediately before the change in control; and (ii) either or both of the following actions will be taken: (a) all options and SARs will become exercisable 15 days before the change in control and terminate upon the completion of the change in control, or (b) the Compensation Committee may elect, in its sole discretion to cash out all options, SARs, restricted stock and RSUs before the change in control for an amount equal to, in the case of restricted stock or RSUs, the formula or fixed price per share paid to stockholders pursuant to the change in control, in the case of options or SARs, such formula or fixed price reduced by the option price or SAR price applicable to the award. In the case of performance-based awards denominated in shares of common stock, if more than half of the performance period has lapsed, the awards will be converted into shares of restricted stock or RSUs based on actual performance to date. If less than half of the performance period has lapsed, or if actual performance is not determinable, the awards will be converted into shares of restricted stock or RSUs assuming target performance has been achieved.

A change in control under the Incentive Plan occurs if:

●

a person, entity or affiliated group (with certain exceptions, including for certain existing stockholders) acquires, in a transaction or series of transactions, 50% or more of the total combined voting power of our outstanding securities;

●

individuals who constitute the Board cease for any reason to constitute a majority of the Board of Directors, treating any individual whose election or nomination was approved by a majority of the incumbent directors as an incumbent director for this purpose;

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●

the Company consolidates or merges with or into any other entity, or any other entity consolidates or merges with us, other than any such transaction in which the 100% of the total combined voting power of our outstanding securities remains with the holders of securities who held such voting power immediately prior to such transaction; or

●

the Company sells or disposes of all or substantially all of its assets.

Adjustments for Stock Dividends and Similar Events

The Compensation Committee will make appropriate adjustments in outstanding awards and the number of shares of common stock available for issuance under the Incentive Plan, including the individual limitations on awards, to reflect stock splits and other similar events.

Amendment or Termination

The Board of Directors may amend, suspend or terminate the Incentive Plan at any time; provided that no amendment, suspension or termination may adversely impair the benefits of participants with outstanding awards without the participants’ consent or violate our Incentive Plan’s prohibition on repricing. Our stockholders must approve any amendment if such approval is required under applicable law or stock exchange requirements. Our stockholders also must approve any amendment that changes the no-repricing provisions of the Incentive Plan. The Incentive Plan has a term that expires fifteen years after the original stockholder approval of the Incentive Plan, i.e., on June 4, 2028, but it may be earlier terminated by the Board of Directors at any time.

Equity Compensation Plan Information

The table appearing on page 25 provides information as of March 19, 2026, with respect to the shares of the Company’s common stock that may be issued under the equity compensation plans of the Company. Our only active equity plan is our Incentive Plan.

Federal Income Tax Consequences

Incentive Stock Options. The grant of an option will not be a taxable event for the grantee or for the Company. A grantee will not recognize taxable income upon exercise of an incentive stock option (except that the alternative minimum tax may apply), and any gain realized upon a disposition of our common stock received pursuant to the exercise of an incentive stock option will be taxed as long-term capital gain if the grantee holds the shares of common stock for at least two years after the date of grant and for one year after the date of exercise (the “holding period requirement”). We will not be entitled to any business expense deduction with respect to the exercise of an incentive stock option, except as discussed below.

For the exercise of an option to qualify for the foregoing tax treatment, the grantee generally must be our employee or an employee of a subsidiary from the date the option is granted through a date within three months before the date of exercise of the option.

If all of the foregoing requirements are met except the holding period requirement mentioned above, the grantee will recognize ordinary income upon the disposition of the common stock in an amount generally equal to the excess of the fair market value of the common stock at the time the option was exercised over the option exercise price (but not in excess of the gain realized on the sale). The balance of the realized gain, if any, will be capital gain. We will be allowed a business expense deduction to the extent the grantee recognizes ordinary income.

Non-Qualified Options. The grant of an option will not be a taxable event for the grantee or the Company. Upon exercising a non-qualified option, a grantee will recognize ordinary income in an amount equal to the difference between the exercise price and the fair market value of the common stock on the date of exercise. Upon a subsequent sale or exchange of shares acquired pursuant to the exercise of a non-qualified option, the grantee will have taxable capital gain or loss, measured by the difference between the amount realized on the disposition and the tax basis of the shares of common stock (generally, the amount paid for the shares plus the amount treated as ordinary income at the time the option was exercised).

We will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

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Restricted Stock. A grantee who is awarded restricted stock will not recognize any taxable income for federal income tax purposes in the year of the award, provided that the shares of common stock are subject to restrictions (that is, the restricted stock is nontransferable and subject to a substantial risk of forfeiture). The fair market value of the common stock on the date the restrictions lapse (less the purchase price, if any) will be treated as compensation income to the grantee and will be taxable in the year the restrictions lapse and dividends paid while the common stock is subject to restrictions will be subject to withholding taxes. We will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

RSUs. There are no immediate tax consequences of receiving an award of RSUs under the Incentive Plan. A grantee who is awarded RSUs will be required to recognize ordinary income in an amount equal to the fair market value of shares issued to such grantee at the end of the restriction period or, if later, the payment date. We will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

Dividend Equivalent Rights. Participants who receive dividend equivalent rights will be required to recognize ordinary income in an amount distributed to the grantee pursuant to the award. We will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

SARs. There are no immediate tax consequences of receiving an award of SARs under the Incentive Plan. Upon exercising a SAR, a grantee will recognize ordinary income in an amount equal to the difference between the exercise price and the fair market value of the common stock on the date of exercise. We will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE INCENTIVE PLAN AS DESCRIBED ABOVE.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information as of March 19, 2026, with respect to the shares of common stock that may be issued under our equity compensation plans.


							Number of securities
				Weighted			remaining available
		Number of shares		average exercise			for future issuance
		issuable under		price of			under equity
		outstanding		outstanding			compensation plans
		options, warrants		options, warrants			(excluding securities
		and rights		and rights			reflected in column(a))
Plan Category		(a)		(b)			(c)⁽³⁾
Equity compensation plans approved by security holders ⁽¹⁾⁽²⁾		15,059,464		$	2.66		4,622,837

(1)	The Incentive Plan is the only equity compensation plan under which the Company currently issues equity awards.

(2)	Weighted average exercise price of outstanding options only.

(3)	Performance based awards are estimated at target payout levels and are reflected as a reduction from the remaining available for future issuance amount.

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PROPOSAL 3

AMENDMENT TO CERTIFICATE OF INCORPORATION

TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

Overview of the Proposal

Article 4 of the Company’s Amended and Restated Certification of Incorporation (as amended to date, the “Charter”) currently authorizes the Company to issue a total of 200,000,000 shares of common stock, par value $0.001 per share. The Board has unanimously approved, deems advisable and in the best interest of the Company and its stockholders, and is now recommending to our stockholders for approval an amendment to Article 4 of the Charter to increase the number of shares of common stock from 200,000,000 shares with par value $0.001 per share to 400,000,000 shares with a par value of $0.001 per share. If approved and adopted by our stockholders at the Annual Meeting, this amendment would become effective upon the filing of a Certificate of Amendment with, and its acceptance by, the Secretary of State of the State of Delaware. Such a filing is expected to occur promptly after stockholder approval of this proposal. The proposed amendment to Article 4 of our Charter would replace in its entirety the first un-numbered paragraph Article 4 with the following:

“The total number of shares of all classes of stock which the Corporation has authority to issue is 400,000,000 shares with a par value of $0.001 per share. The shares are designated as Common Stock, have one vote per share and have identical rights and privileges in every respect. The holders of the stock of the Corporation shall have no preemptive rights to subscribe for any securities of the Corporation.”

No other changes to the Charter are being proposed, and the Amendment will not modify the number of shares held by, or the rights of, existing stockholders.

Reasons for the Proposal

The Board is proposing the amendment to our Charter to increase the number of authorized shares of our common stock from 200 million to 400 million in order to provide the Company with the ability to continue to pursue the business purposes described below.

As of March 30, 2026, the Record Date, 124,702,952 shares of the Company’s common stock were issued and outstanding, and an aggregate of 19,682,301 shares of the Company’s common stock were reserved for possible future issuance under the Incentive Plan, as amended, 4,798,923 of the Company’s common stock were reserved for possible issuance pursuant to the Convertible Notes, 4,938,991 of the Company’s common stock were reserved for possible issuance pursuant to the Purchase Agreement with Lincoln Park Capital Fund, LLC, and 114,429 of the Company’s common stock were reserved for possible issuance under the Company’s Inducement Plan. Accordingly, as of the Record Date, the Company has only 45,762,404 shares of common stock authorized but unissued or unreserved. However, after giving effect to this proposed amendment to the Charter, approximately 245,762,404 shares of the Company’s common stock would be authorized for issuance for such future business purposes as the Board deems advisable.

The Company has no immediate arrangements, commitments, or understandings for the issuance of the proposed additional shares of the Company’s common stock. The amendment to our Charter is intended to ensure that the Company will continue to have an adequate number of authorized and unissued shares of common stock for future use. The proposed increase in the number of authorized shares of our common stock would give the Company the flexibility to issue shares of our common stock for general corporate purposes, which may include capital-raising transactions, acquisitions of other assets, and in connection with future employee and director stock compensation programs. In addition, having such shares available for issuance in the future will allow shares of the Company’s common stock to be issued without the expense and delay of a stockholders’ meeting or further action by stockholders, unless such action is required by applicable law or the rules of any stock exchange on which our common stock may then be listed. For example, the NYSE American, on which the Company’s common stock is currently listed, requires stockholder approval prior to issuing shares in certain instances, including where the number of shares to be issued would exceed 20% of the number of shares outstanding prior to such issuance.

We have not proposed the increase in the authorized number of shares of our common stock with the intention of using the additional shares for anti-takeover purposes and we do not view the proposed increase as a specific anti-takeover measure, although an issuance of additional shares could, depending on the circumstances, make more difficult, or discourage, an attempt to acquire control

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of the Company. We are not at this time aware of any currently pending or threatened efforts to acquire control of the Company, and we are not proposing this increase in response to any third-party effort to acquire control of the Company or any third-party effort to accumulate our Common Stock.

The additional shares of Common Stock authorized by the proposed amendment, if and when issued, would have the same rights and privileges as the shares of common stock currently authorized. Adoption of the proposed amendment to the Charter alone will not have any immediate dilutive effect on the proportionate voting power or other rights of the Company’s existing stockholders. However, any issuance of additional shares of our common stock would increase the number of outstanding shares of our common stock, and (unless such issuance was pro rata among existing stockholders) our existing stockholders’ percentage ownership of our common stock would be diluted accordingly. Our common stoc

SEC Form DEF 14A filed by Westwater Resources Inc.