Lite Strategy, Inc.

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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Filed by a Party other than the Registrant☐

Check the appropriate box:

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December 30, 2025

To the Stockholders of Lite Strategy, Inc.:

You are cordially invited to attend the annual meeting of the Stockholders of Lite Strategy, Inc., a Delaware corporation (Annual Meeting). The Annual Meeting will be a virtual meeting of stockholders, which will be conducted via live webcast. Stockholders will be able to attend the Annual Meeting remotely, vote and submit questions during the annual meeting by registering athttps://meetnow.global/MGMFQR2 and entering their control number. The virtual meeting format allows attendance from any location in the world.

The Annual Meeting will be held at 9:00 a.m. (Pacific Time), on Thursday, February 12, 2026, unless postponed or adjourned to a later date. I look forward to the opportunity to virtually meet with our stockholders.

At the Annual Meeting, we will discuss each item of business described in the Notice of Annual Meeting and the Proxy Statement and report on Lite Strategy’s business. Stockholders will also have an opportunity to ask questions.

On behalf of our employees and Board of Directors, I would like to express our appreciation for our stockholders' continued interest in Lite Strategy, Inc.

Sincerely,

Frederick W. Driscoll

Chair of the Board

This Proxy Statement is dated December 30, 2025 and is first being mailed or made available to the stockholders of Lite Strategy, Inc. on or about December 30, 2025.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON FEBRUARY 12, 2026

To the Stockholders of Lite Strategy, Inc.:

On behalf of the Board of Directors of Lite Strategy, Inc., a Delaware corporation (Lite Strategy), Lite Strategy is pleased to deliver the accompanying Proxy Statement in connection with the annual meeting of stockholders of Lite Strategy. This year’s annual meeting will be a virtual meeting of stockholders, which will be conducted solely online via live webcast. Lite Strategy stockholders will be able to attend and participate in the annual meeting online, vote their shares electronically and submit questions prior to and during the annual meeting by first registering athttps://meetnow.global/MGMFQR2 and entering their control number. The virtual meeting format allows attendance from any location in the world. You are cordially invited to attend the annual meeting, which will be held for the following purposes:

To elect two directors to our Board of Directors, to serve until the expiration of their terms in fiscal year 2029 and until their successor is elected and qualified;

To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement;

To ratify the appointment of CBIZ CPAs, an independent registered public accounting firm, as our independent auditors for the fiscal year ending June 30, 2026;

To approve the Lite Strategy, Inc.'s 2026 Omnibus Equity Compensation Plan (the 2026 Equity Plan); and

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The proposals are described in more detail in this Proxy Statement, which Lite Strategy encourages you to read carefully and in its entirety before voting.

This year, we are again using the Securities and Exchange Commission’s Notice and Access model (Notice and Access), which allows us to deliver proxy materials via the Internet. We believe Notice and Access provides stockholders with a convenient method to access the proxy materials and vote, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials. On or about December 30, 2025, we mailed stockholders of record a Notice of Internet Availability of Proxy Materials with instructions on how to access the proxy materials electronically.

The close of business on December 15, 2025, has been fixed as the record date for determining those holders of Lite Strategy common stock entitled to receive notice of and vote at the annual meeting. Accordingly, only record holders of Lite Strategy common stock at the close of business on that date are entitled to notice of and to vote at the annual meeting and at any adjournments or postponements thereof.

All holders of Lite Strategy common stock are cordially invited to attend the annual meeting virtually via live webcast. You may revoke your proxy in the manner described in this Proxy Statement at any time before it is voted at the annual meeting.

Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting to be Held on February 12, 2026: Lite Strategy’s Proxy Statement, 2025 Form 10-K and Form of Proxy Card are also available athttp://www.edocumentview.com/LITS.

Your vote is important regardless of the number of shares of common stock you own. Whether or not you expect to attend the annual meeting, please submit your proxy by Internet, telephone or mail following the instructions found on your Notice of Internet Availability of Proxy Materials or proxy card so that your shares of common stock may be represented and voted at the annual meeting.

By order of the Board of Directors,

Justin J. File

Chief Executive Officer, Chief Financial Officer and Secretary

December 30, 2025

LITE STRATEGY PROXY STATEMENT TABLE OF CONTENTS

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9920 Pacific Heights Blvd., Suite 150

San Diego, CA 92121