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WESTWATER RESOURCES, INC.

For the period ended May 22, 2026. Filed Mar 31, 2026.

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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.

May 22, 2026 · Filed Mar 31, 2026

WWR$0.39+2.8%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

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.
​​Westwater Resources, Inc.6950 S. Potomac Street, Suite 300Centennial, 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:

1.Elect as directors the five nominees named in the accompanying proxy statement.
2.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.
3.Approve an increase in the number of authorized shares of common stock from 200,000,000 shares to 400,000,000 shares.
4.Hold an advisory vote to approve our executive compensation.
5.Ratify the appointment of Baker Tilly US, LLP as our independent registered public accountant for 2026.
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 (as herein defined).
7.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

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_vmThere 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+632017; 2006-16​​​x
Frank Bakker#612023​​​Ch.
Tracy D. Pagliara*632017xxCh.​
Karli S. Anderson*522018xCh.​x
Deborah A. Peacock*692020Ch.xx​
+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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