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Perspective Therapeutics, Inc.

For the period ended Dec 31, 2024. Filed Apr 16, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2024 · Filed Apr 16, 2025

CATX$0.84+6.5%Stored close · as of Nov 6, 2026
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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 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under to § 240.14a-12

(Name of Registrant as Specified in its Charter)

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

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

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 16, 2025

Dear Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders, and any adjournment, postponement or other delay thereof (the “Annual Meeting”), of Perspective Therapeutics, Inc., a Delaware corporation (“Perspective,” the “Company,” “we” or “us”), which will be held at 2401 Elliott Avenue, Suite 320, Seattle, WA 98121 at 8:30 a.m. Pacific Time on Wednesday, May 28, 2025, for the following purposes:

To elect five directors to the Company’s board of directors (the “Election Proposal”);

To ratify the appointment of WithumSmith+Brown, PC (“Withum”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (the “Auditor Ratification Proposal”);

To conduct a non-binding advisory vote to approve the compensation of our named executive officers (the “Say on Pay Proposal”); and

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

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

The enclosed Notice of Annual Meeting and Proxy Statement describes the formal business to be transacted at the Annual Meeting. This Notice of Annual Meeting, Proxy Statement and accompanying proxy card are being mailed on or prior to April 16, 2025, to stockholders of record on April 2, 2025.

The Company’s principal executive office is 2401 Elliott Avenue, Suite 320, Seattle, WA 98121.

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

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

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

We look forward to seeing you at the Annual Meeting.

If You Plan to Attend in Person:

Please note that space limitations make it necessary to limit attendance to stockholders. Admission to the meeting will be on a first-come, first-served basis. Stockholders holding shares of our common stock in “street name” through a broker, bank or other nominee will need to obtain a legal proxy from their broker, bank or

i other nominee in order to enter the meeting. Cameras, recording devices and other electronic equipment will not be permitted in the meeting.

Sincerely,

/s/ Johan (Thijs) Spoor

Johan (Thijs) Spoor

Chief Executive Officer

Perspective Therapeutics, Inc.

ii

NOTICE OF 2025 ANNUAL MEETING

OF STOCKHOLDERS

TIME AND DATE8:30 a.m. Pacific Time, on Wednesday, May 28, 2025
PLACE2401 Elliott Avenue, Suite 320, Seattle, WA 98121

ITEMS OF BUSINESS

To consider and vote on a proposal to elect five directors of Perspective Therapeutics, Inc., a Delaware corporation (“Perspective,” the “Company,” “we,” “us”), to hold office until the Company’s 2026 Annual Meeting of Stockholders and until his or her successor has been elected and qualified (the “Election Proposal”).

To consider and vote on a proposal to ratify the appointment of WithumSmith+Brown, PC (“Withum”) as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025 (the “Auditor Ratification Proposal”).

To approve, on a non-binding advisory basis, the compensation of our named executive officers (the “Say on Pay Proposal”).

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

RECOMMENDATIONS

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

ADJOURNMENTS AND POSTPONEMENTS

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

RECORD DATE

You may vote at the Annual Meeting if you were a stockholder of record of our common stock at the close of business on April 2, 2025. If your shares are held through a broker, bank or other nominee, that organization is considered the record holder for purposes of voting at the Annual Meeting and will provide you with instructions on how you can direct that organization to vote your shares.

VOTING

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

ADMISSION

Space limitations make it necessary to limit attendance at the Annual Meeting to stockholders. If your shares of our common stock are held through a broker, bank or other nominee and you wish to attend the Annual Meeting, you must obtain a legal proxy from that organization confirming your beneficial ownership of the shares as of the record date and bring it to the Annual Meeting. Admission to the Annual Meeting will be on a first-come, first-served basis. Cameras and recording devices and other electronic equipment will not be permitted at the Annual Meeting.

iii

By Order of the Board of Directors,

/s/ Chris Nenno

Chris Nenno

General Counsel and Corporate Secretary

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

are being mailed on or prior to April 16, 2025.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 28, 2025:

Under rules adopted by the Securities and Exchange Commission (the “SEC”), we are providing access to our 2025 Annual Meeting materials, which include the accompanying Proxy Statement, a form of proxy card and our Annual Report on Form 10-K for the year ended December 31, 2024, as amended, over the Internet in lieu of mailing printed copies at www.proxyvote.com. We will begin mailing a “Notice of Internet Availability of Proxy Materials” (which is different than this Notice of Annual Meeting of Stockholders) to our stockholders on or prior to April 16, 2025. The Notice of Internet Availability of Proxy Materials will contain instructions on how to access and review the Annual Meeting materials and vote online. The Notice of Internet Availability of Proxy Materials will also contain instructions on how you can request a printed copy of the Annual Meeting materials, including a proxy card if you are a record holder or a voting instruction form if you are a beneficial owner.

iv

TABLE OF CONTENTS

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING2
PROPOSAL 1 – THE ELECTION PROPOSAL9
Nominees9
Directors9
Board Leadership Structure11
Risk Oversight12
Board Committees and Meetings12
Report of the Audit Committee of the Board15
Nomination Process15
PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM17
Change in our Independent Registered Accounting Firm17
Audit and Non-Audit Fees18
PROPOSAL 3 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION20
Background of the Proposal20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT21
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE23
EXECUTIVE OFFICERS24
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS26
Executive Compensation26
Summary Compensation Table27
Narrative to Summary Compensation Table27
Outstanding Equity Awards at Fiscal Year-End29
Employment Agreements and Separation Agreements29
Role of the Compensation Consultant30
Role of Benchmarking and Peer Groups31
Pay Versus Performance Disclosure31
Director Compensation35
2024 Director Compensation35
Clawback Policy36
Code of Ethics36
Insider Trading Policy and Prohibition on Hedging and Pledging36
Equity Grant Policies and Practices37
Securities Authorized for Issuance Under Equity Compensation Plans37
TRANSACTIONS WITH MANAGEMENT AND OTHERS38
Review, Approval or Ratification of Transactions with Related Persons38
Transactions with Related Persons38
Director Independence39
Director and Officer Indemnification40
OTHER INFORMATION41
Other Business41
Stockholder Communication with the Board41
Board Attendance at Annual Meeting41
Expenses of Solicitation41
Stockholder Proposals and Director Nominations42
HOUSEHOLDING43
MISCELLANEOUS44

v

PROXY STATEMENT

Annual Meeting of Stockholders

May 28, 2025

We are providing these proxy materials in connection with the solicitation by the Board of Directors (the “Board”) of Perspective Therapeutics, Inc., a Delaware corporation (“Perspective,” the “Company,” “we” or “us”), of proxies to be voted at the Annual Meeting of Stockholders to be held at 2401 Elliott Avenue, Suite 320, Seattle, WA 98121 at 8:30 a.m. Pacific Time on Wednesday, May 28, 2025 (the “Annual Meeting”), and at any adjournment or postponement of the Annual Meeting. These proxy materials will be mailed on or prior to April 16, 2025, to stockholders entitled to vote at the Annual Meeting. This proxy is solicited on behalf of the Board.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.