ENERGY FUELS INC
For the period ended Jun 24, 2026. Filed Apr 17, 2026.
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Jun 24, 2026 · Filed Apr 17, 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. ___)
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☐ Preliminary Proxy Statement
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☒ Definitive Proxy Statement
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☐ Soliciting Material Pursuant to §240.14a-12
** ENERGY FUELS INC. **
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ENERGY FUELS INC.
PROXY STATEMENT
April 17, 2026
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, JUNE 24, 2026
Dear Fellow Shareholders, 2025 was a year of notable financial and structural growth for Energy Fuels, guided by strategic initiatives designed to progress and solidify our diversification strategy. It was also a year of self-reflection on how far we have come and how our growth is redefining our corporate identity as a global critical materials company focused on shareholder value, clean energy resources, sustainability and safety.
We continued our work to bring Energy Fuels closer to our goal of expanding a proven uranium business into what we believe will become one of the most important critical materials companies in the United States and, potentially, internationally. We took a hard look at our existing systems then undertook the critical task of ensuring that our governance structure and people have the resources and tools necessary to be able to keep pace with our rapidly growing business. We are proud of the work that has occurred to date, and remains ongoing, toward ensuring we have fully integrated global teams and systems united by our Mission, Vision and Values. We believe we are well positioned to play a part in multiple high-growth and in-demand critical commodity markets over the coming years, with a focus on supporting clean energy and other strategic imperatives, while at the same time expanding our position as a leading producer of uranium: the fuel for clean and baseload-supporting nuclear energy.
It is my pleasure to invite you, on behalf of the Board of Directors of Energy Fuels (the "Board"), to the 2026 Annual Meeting of Shareholders (the "Meeting") to be held on Wednesday, June 24, 2026. While this is my first year acting as Chair of the Board, I have been a longstanding Director of Energy Fuels and am exceedingly proud of the strides we have made together during my nearly 20-year tenure. I look forward to introducing myself to each of you during the Meeting.
The Meeting will be held via a live audio webcast with integrated slides and real-time balloting. Our Proxy Statement offers useful information regarding this year's items of business, details on how to attend and participate in the virtual Meeting and how to cast your vote by proxy or in real time at the Meeting.
The Meeting is also an excellent opportunity to hear from our new President and Chief Executive Officer, Ross Bhappu, who we are pleased to confirm was appointed to the role concurrently with former CEO Mark Chalmers’ retirement on April 15, 2026. Ross, who has served as the Company’s President since August 2025, demonstrates those qualities that we, as a Board, believe will be critical to our long-term success as we ultimately transition from growth mode to steady state with a focus on positive cash flow and sustained profitability. We are confident that the Company will continue to thrive under Ross’s leadership and expertise and look forward to seeing what this new era at Energy Fuels holds.
Here at Energy Fuels, we feel that it is our purpose*-* our Mission*-* to responsibly produce the critical materials that make many clean energy and advanced technologies possible. Our Mission represents our collective desire to:
Produce essential critical materials;
Focus on minerals that are important for clean energy and advanced technologies;
Support national security and energy independence; and
Produce in a responsible manner that includes stewardship for the environment, our employees and the communities in which we operate.
i
This Mission Statement articulates what we aim to achieve over the next decade: we intend to be the leading global producer of critical materials, enabling resilient supply chains and creating sustainable value for our customers, people, investors and communities. To execute our Vision, we have set the following Strategic Priorities, which guide our decisions and actions:
1. **"Our People Strategy"**Establish a strong, people-centric foundation that supports Energy Fuels' growth and strategy.
2. **"Projects and Permits"**Focus on successfully executing the current and planned projects with excellence.
3. **"Finance and Offtake"**Conclude financing and offtake agreements to support development, growth and profitability goals.
4. "Organizational Structure and Operating Model" Define the future global operating model to support growth, new capability needs and clarify roles at the individual, functional and geographic levels.
Critically, our Strategic Priorities cannot succeed without strong guiding Values that inform what we do and how we do it. We are proud of our Values, which underpin all aspects of our operations and are reflective of our people:
Together, our Mission, Vision and Values form the groundwork for what we are working to build*-* a vertically integrated critical materials company able to meet Western clean energy and security priorities while upholding stringent standards for fiscal responsibility and social and environmental stewardship.
ii
While pushing ahead in several critical industries, we never forget our foundation, both in uranium and as a company committed to being a good corporate citizen and a steward of the environment. As we continue to diversify globally, our social responsibility has never been clearer, and we intend to rise to the challenge and demonstrate, not only by our words but by our actions, how a contemporary critical materials company can meaningfully contribute to a sustainable future in the best interests of not only our shareholders, but of all stakeholders.
Finally, on behalf of the Energy Fuels team, I would like to express my sincere gratitude to Mark Chalmers for his exceptional contributions to the Company over the last ten years. Under his guidance, Energy Fuels has not only endured but excelled, navigating a global pandemic and driving diversification that has revolutionized our business model and culture. Mark's unwavering passion for this industry and for the wellbeing of both the Company's employees and its shareholders has been invaluable. We thank you, Mark, for the innumerable contributions that you have made to Energy Fuels, and congratulate you on a very well-earned retirement.
To our shareholders, the Board and I thank you for your continued support.
Sincerely,
/s/ Bruce D. Hansen
Chair of the Board of Directors
iii
ENERGY FUELS INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
Wednesday, June 24, 2026
TO THE HOLDERS OF COMMON SHARES:
Notice is hereby given that an annual meeting (the "Meeting") of the holders of common shares ofEnergy Fuels Inc.(the "Company") will be held by way of a live audio webcast athttps://edge.media-server.com/mmc/p/44hq3gvr using the password**"ef2026"** (case sensitive) on Wednesday, June 24, 2026 at 10:00 am (Mountain Daylight Time or "MDT") for the following purposes:
to elect the Directors of the Company;
to appoint the auditors of the Company and to authorize the Directors to fix the remuneration of the auditors;
to vote on a non-binding, advisory proposal to approve the compensation of the named executive officers ("Say-on-Pay"); and
to vote on a non-binding, advisory proposal regarding the frequency of future non-binding shareholder advisory votes on Say-on-Pay proposals ("Say-When-On-Pay").
In order to make the Meeting as convenient as possible for our shareholders, the Company will again be hosting an entirely virtual annual meeting of shareholders in 2026.
The Meeting will be conducted as a virtual meeting of shareholders by way of a live audio webcast through the Virtual AGM platform (the "Virtual Platform"). You can attend the Meeting online athttps://edge.media-server.com/mmc/p/44hq3gvr by clicking "I have a control number" and then entering your unique 11-digit control number located on yourNotice of Internet Availability of Proxy Materials (the "Notice") and the password**"ef2026"** (case-sensitive). You will have the ability to submit questions during the Meeting via the Meeting website. Guests in attendance at the Meeting will also be able to submit questions directly through the Virtual Platform, which may be answered at the Company's discretion during the course of the Meeting.
If you choose to vote at the Meeting rather than through the use of the provided proxy card and below instructions, or should you desire to vote at the Meeting after completing and submitting the proxy card, thereby overriding your selections contained therein, you are able to do so through the Virtual Platform by voting on the left-hand side of the screen or as otherwise directed during the Meeting, which will become available to you when the voting portion of the Meeting opens. Your results will be instantaneously tabulated and included in the final Scrutineer's Report, which will become available to the Company once the voting portion of the Meeting has closed. See "Instructions for the Meeting" on page 6 of the accompanying Proxy Statement (the "Proxy Statement") for detailed instructions on how to vote at the Meeting.
The Proxy Statement provides additional information relating to the matters to be dealt with at the Meeting, including detailed instructions for the Meeting, and forms a part of this Notice.
The Company has elected to provide aNotice of Internet Availability of Proxy Materials pursuant to 17 CFR § 240.14a-16 ("Rule 14a-16") under the Exchange Act of 1934, as amended (the "Exchange Act"). In doing so, the Company is deemed to be in compliance with Canadian National Instrument 51-102, Section 9.1.5 -Compliance with SEC Notice-and-Access Rules, because the Company (a) is subject to, and complies with, Rule 14a-16 under the Exchange Act; and (b) residents of Canada do not own, directly or indirectly, outstanding voting securities carrying more than 50% of the votes for the election of Directors, and none of the following apply: (i) the majority of the executive officers or Directors of the Company are residents of Canada; (ii) more than 50% of the consolidated assets of the Company are located in Canada; or (iii) the business of the Company is administered principally in Canada.
iv
The notice-and-access provisions of Rule 14a-16 are a set of rules developed by the United States Securities and Exchange Commission (the "SEC") that reduce the volume of materials that must be physically mailed to shareholders by allowing the Company to post the Proxy Statement and any additional materials online. Beneficial Owners will be sent the Notice at least 40 calendar days prior to the Meeting date, including instructions on how to access all materials identified in the Notice, which will be publicly accessible and free of charge on the Company's website as specified in the Notice. Security holders may choose to additionally receive a paper or e-mail copy of (i) the proxy materials, including the Notice, Proxy Statement, and Form of Electronic Proxy Card; and (ii) the Company's Annual Report, at no charge, with the Notice specifying that security holders should make their requests by no later than June 10, 2026 in order to facilitate timely delivery. Except where specific requests are made in accordance with the instructions provided, all such documents will be available online only and security holders will not receive a paper or e-mail copy of the proxy materials, other than the Notice.
Please review the Proxy Statement carefully and in full prior to voting, as the Proxy Statement has been prepared to help you make informed decisions on the matters to be acted upon. The Proxy Statement is available on the website of the Company's transfer agent, Equiniti Trust Company, LLC ("Equiniti") athttp://www.astproxyportal.com/ast/23865/, and under the Company's SEDAR+ profile atwww.sedarplus.ca and on EDGAR atwww.sec.gov/edgar. Any shareholder who wishes to receive a paper copy of the proxy materials or Annual Report should contact Equiniti at 1-888-Proxy-NA (1-888-776-9962) or 1-201-299-6210 or by e-mail to Help@equiniti.com (be sure to include your 11-digit control number in the e-mail) or online athttps://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials (select Energy Fuels Inc. from the list of Company Names). Shareholders may also use the toll-free number noted above to obtain additional information about theNotice of Internet Availability of Proxy Materials.
Shareholders who cannot attend the Meeting may vote by proxy. Instructions on how to complete and return the proxy are provided with the proxy card and are described in the Proxy Statement. To be valid, proxies must be received by Equiniti by mail if a proxy card is requested in advance, in the envelope provided; or toll-free by telephone to 1-800-PROXIES (1-800-776-9437) in the United States or 1-201-299-4446 from foreign countries (please have your proxy card available when you call); or by internet voting throughwww.voteproxy.com by following the on-screen instructions or by scanning the QR code located on your Proxy Voting Instructions with your smartphone; or through an e-Consent if you enroll with Equiniti atwww.astfinancial.com, in each case by no later than 11:59 p.m. (Eastern Daylight Time, or "EDT") on June 23, 2026, or if the Meeting is adjourned, no later than 11:59 p.m. (EDT) on the day just prior to the day on which the Meeting is adjourned.
We encourage you to log into the Meeting at least 15 minutes prior to the commencement of the Meeting. You may begin to log into the Meeting Virtual Platform beginning at 9:00 a.m. (MDT) on June 24, 2026. The Meeting will begin promptly at 10:00 a.m. (MDT) on June 24, 2026. If you encounter any difficulties accessing the Meeting webcast during or after you log in, please refer to the "Application Help" link available on the login page. Support will be available starting at 7:00 a.m. (MDT) on June 24, 2026 and will remain available until the Meeting has finished.
Dated at Lakewood, Colorado, USA this 17th day of April 2026.
BY ORDER OF THE BOARD
/s/ Ross R. Bhappu
President and Chief Executive Officer
v
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Proxy Statement contains "forward-looking statements" and "forward-looking information" within the meaning of applicable United States and Canadian securities laws (collectively, "forward-looking statements"). Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, schedules, assumptions, future events, or performance (often, but not always, using words or phrases such as "expects" or "does not expect," "is expected," "is likely," "budgets," "scheduled," "forecasts," "intends," "anticipates" or "does not anticipate," "continues," "plans," "estimates," or "believes," and similar expressions or variations of such words and phrases or statements stating that certain actions, events or results "may," "could," "would," "might," or "will" be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statement.
Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. We believe that the expectations reflected in these forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct, and such forward-looking statements included in, or incorporated by reference into, this Proxy Statement should not be unduly relied upon.
Certain factors that may cause actual results, performance, liquidity, and achievements to differ materially from those projected are discussed in our Annual Report on Form 10-K for the year ended December 31, 2025 (the "Form 10-K") and may include, but are not limited to: global economic risks, such as the occurrence of unforeseen or catastrophic events, including but not limited to the emergence of a widespread health emergency (pandemic, outbreak or otherwise), social or political unrest or wars, the imposition of tariffs or other trading restrictions, or the formation of new (or shifts in existing) political alliances that affect global markets; cybersecurity risks associated with critical and other highly sensitive minerals of international interest, which are key to U.S. national security; litigation risks; risks associated with the exploration, permitting, development, operation (including any periods of temporary cessation of operations or placement into reduced operations or standby status) and reclamation/decommissioning of any of our uranium, uranium/vanadium and REE and heavy mineral sands ("HMS") mines, and any other risks generally encountered in the exploration, development, operation, closure and reclamation of mineral properties and processing and recovery facilities, particularly in relation to (i) the exploration, permitting and development of our Vara Mada Project, Donald Project and/or Bahia Project, and (ii) the reclamation and closure of our Kwale Project; risks associated with our commercial production of a rare earth elements carbonate ("RE Carbonate") or separated REE oxides and the planned expansion of such production; risks associated with the potential recovery of radioisotopes for use in the Company's targeted alpha therapy ("TAT") initiatives, including but not limited to: (i) a risk of technological or market changes that could impact the industry or our competitive position, and any expectation that: such potential recovery will be feasible or that the radioisotopes will not be able to be sold on a commercial basis; (ii) all required licenses, permits and regulatory approvals will be obtained on a timely basis or at all; and (iii) the cancer treatment therapeutics will receive the required approvals and will be commercially successful; risks associated with increased regulatory requirements applicable to our operations in response to pressure from special interest groups or otherwise; risks associated with successfully closing pending and potential business and mineral acquisitions, and integrating successful acquisitions into Company operations, including but not limited to risks associated with the Company's expected acquisition of Australian Strategic Materials Limited ("ASM"), including any expectation that the ASM acquisition will be completed and the Company will become a fully integrated REE "mine-to-metal and alloy" producer, that it will be commercially successful in its manufacture of REE metals and alloys and will become the largest such producer outside of China or that, in doing so, it will successfully close a critical strategic gap in global supply chains for magnet applications, including automotive, robotic, energy and defense technologies; risks associated with our joint ventures, particularly where the Company does not hold the majority interest (as is the case with the Donald Project); international risks, such as geopolitical and country risks, and risks pertaining to the Company's social license to operate; risks associated with negotiating and maintaining satisfactory fiscal and stability arrangements and obtaining foreign country government approvals on a timely basis or at all, and expropriation risks; and risks associated with or relating to the Vara Mada Project, including but not limited to: (i) risks associated with the failure of the Government of Madagascar to agree upon suitable fiscal and other terms applicable to the Vara Mada Project through an enforceable investment agreement, amendments to existing laws or other mechanisms as appropriate, on a timely basis or at all; (ii) risks associated with adding monazite to the Vara Mada Project's mining permit on a timely basis, or at all; (iii) risks associated with the ability of the Company to maintain suitable and enforceable fiscal terms with the Government of Madagascar over time; (iv) country risks, including the risks of social and political unrest and expropriation risks; (v) risks associated with government instability, including but not limited to potential coups, military takeovers, changes in presidential, parliamentary and other governmental leadership, related protests and civil unrest, the ability to secure international recognition of any such prevailing government, permitting delays, and any delays in formalizing suitable fiscal and other terms applicable to the Vara Mada Project that may arise due to such political instability, including any failure or reluctance of a new prevailing government to recognize or honor previously negotiated terms or existing rights; (vi) the risk of impacts of any instability to Project development prospects or timelines; (vii) risks associated with community unrest and opposition to the Project, including but not limited to challenges obtaining and maintaining safe, secure and consistent surface access to support the collection of baseline environmental data, the finalization and approvals of permits and completion of engineering and technical evaluations; (ix) risks associated with any required acquisition of lands, including the risks associated with any relocations of people; (x) risks associated with interpretations of existing laws or regulations or the application of existing laws and regulations to the Vara Mada project; and (xii) risks of challenges by special interest groups and other parties and any related harms that may result, including but not limited to bodily harm and property damage.
vi
The foregoing list of important factors does not include all such factors, nor does it necessarily present them in order of importance. In addition, you should consult other disclosures made by the Company (such as in our other filings with the SEC or in Company press releases) for other factors that may cause actual results to differ materially from those projected by the Company. Refer to Item 1A., Risk Factors, of the Form 10-K and our subsequent filings with the SEC for additional information regarding factors that could affect the Company's results of operations, financial condition and liquidity.
We caution you not to place undue reliance on forward-looking statements, as they speak only as of the date made and are inherently uncertain. The Company undertakes no obligation to publicly revise or update such statements, except as required by law. You are advised, however, to consult any further public disclosures by the Company (such as in our filings with the SEC or in Company press releases) on related subjects.
vii
PROXY STATEMENT OF ENERGY FUELS INC.
(the "Proxy Statement")
TABLE OF CONTENTS
| NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, JUNE 24, 2026 | iv |
|---|---|
| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | vi |
| APPOINTMENT AND REVOCATION OF PROXIES | 4 |
| VOTING OF SHARES REPRESENTED BY MANAGEMENT PROXIES | 5 |
| VOTING BY NON-REGISTERED SHAREHOLDERS | 5 |
| BROKER NON-VOTES | 6 |
| DISTRIBUTION OF MEETING MATERIALS TO NON-OBJECTING BENEFICIAL OWNERS | 6 |
| VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES | 6 |
| INSTRUCTIONS FOR THE MEETING | 7 |
| PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING | 8 |
| Proposal 1 - Election of Directors | 8 |
| Proposal 2 - Appointment of Auditors | 16 |
| Proposal 3 - Non-Binding Advisory Vote on Named Executive Officer Compensation ("Say-on-Pay") | 16 |
| Proposal 4 - Non-Binding Advisory Vote on Frequency of Shareholder Votes on Executive Compensation ("Say-When-On-Pay") | 17 |
| EXECUTIVE OFFICERS | 18 |
| EXECUTIVE COMPENSATION | 23 |
| Compensation Governance | 23 |
| Compensation Committee Interlocks and Insider Participation | 29 |
| Compensation Discussion and Analysis | 29 |
| Summary Compensation Table | 61 |
| Pay Versus Performance | 63 |
| CEO Pay Ratio | 70 |
| Incentive Plan Awards | 71 |
| Incentive Plan Awards - Value Vested or Earned | 74 |
| Company Policies and Practices Relating to the Grant of Equity Awards | 74 |
| Pension Plan Benefits and Deferred Compensation Plans | 75 |
| Employment Agreements and Termination and Change of Control Benefits | 75 |
| COMPENSATION COMMITTEE REPORT | 84 |
| DIRECTOR COMPENSATION | 85 |
| Incentive Plan Awards | 86 |
| Securities Authorized for Issuance under Equity Compensation Plans | 88 |
| 2025 Omnibus Equity Incentive Compensation Plan, as Amended on May 24, 2024 and April 21, 2025 | 89 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS | 89 |
| Beneficial Ownership | 89 |
| INTEREST OF MANAGEMENT & OTHERS IN MATERIAL TRANSACTIONS | 90 |
| AUDIT COMMITTEE DISCLOSURE | 91 |
| AUDIT COMMITTEE REPORT | 93 |
| CORPORATE GOVERNANCE DISCLOSURE | 94 |
| Board Mandate | 95 |
| Position Descriptions | 96 |
| Succession Plan | 96 |
|---|---|
| Orientation and Continuing Education | 96 |
| Cybersecurity | 98 |
| Ethical Business Conduct | 99 |
| Restriction on Hedging and Certain Transactions in Publicly Traded Options | 100 |
| Governance and Nominating Committee | 101 |
| Compensation Committee | 102 |
| Environment, Health, Safety and Sustainability Committee | 103 |
| Assessments | 106 |
| Shareholder Engagement | 107 |
| SHAREHOLDER PROPOSALS | 107 |
| PRINCIPAL EXECUTIVE OFFICE | 107 |
| OTHER MATTERS | 107 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.