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LIGHTBRIDGE Corp

For the period ended May 14, 2026. Filed Mar 31, 2026.

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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.

May 14, 2026 · Filed Mar 31, 2026

LTBR$4.20+5.3%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 §240.14a-12

LIGHTBRIDGE CORPORATION

(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

PROXY STATEMENT

NOTICE OF 2026 ANNUAL MEETING OF

STOCKHOLDERS

MAY 14, 2026

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Fellow Stockholders:

On behalf of the Board of Directors, I invite you to join our 2026 Annual Meeting of Stockholders on Thursday, May 14, 2026 at 11 a.m. Eastern Time. The annual meeting is a virtual meeting. Please refer to the Notice of Annual Meeting of Stockholders for instructions on how to access the virtual annual meeting.

The enclosed Notice of Annual Meeting of Stockholders and proxy statement describe the proposals to be considered and voted upon at the meeting. I encourage you to review the proxy materials and vote as soon as possible even if you are planning to join the virtual annual meeting on May 14, 2026. You may vote by telephone, over the Internet, or, if you receive these materials by mail, by completing, signing, dating, and returning the enclosed proxy card or voting instruction form.

We hope that all stockholders will attend the virtual meeting. Whether or not you plan to attend the virtual meeting, it is important that you be represented. Your vote is important to us.

On behalf of the Board of Directors and senior management, I would like to express our appreciation for your support of Lightbridge Corporation. We hope you are safe and healthy.

Sincerely, Seth GraeChief Executive Officer, President and ChairmanMarch 30, 2026

Lightbridge Corporation11710 Plaza America Drive, Suite 2000Reston, VA 20190 USA571.730.1200

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 14, 2026

Dear Stockholder:

Notice is hereby given that the Annual Meeting of Stockholders (the “annual meeting”) of Lightbridge Corporation, a Nevada corporation (the “Company”), will be held on Thursday, May 14, 2026 at 11 a.m., Eastern Time, for the following purposes:

1.To elect the six persons named in the accompanying proxy statement to the Board of Directors of the Company;
2.To approve, on an advisory basis, our executive compensation;
3.To ratify the selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and;
4.To transact such other business as may properly come before the annual meeting or any adjournment thereof.

If you owned our common stock at the close of business on March 18, 2026, you may attend and vote at the annual meeting.

The annual meeting will be a completely virtual meeting of stockholders, which will be conducted solely online via live webcast. You will be able to attend and participate in the annual meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.virtualshareholdermeeting.com/LTBR2026 as described in the accompanying proxy statement. You will need to have your 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials to join the annual meeting. There will be no physical location for stockholders to attend, and you will not be able to attend the annual meeting in person.

Your vote is important. Whether or not you plan to attend the virtual meeting, I hope that you will vote as soon as possible. You may vote your shares by either completing, signing, and returning the accompanying proxy card or casting your vote via a toll-free telephone number or over the Internet.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 14, 2026This Notice, our proxy statement and our 2025 Annual Report are available online athttp://materials.proxyvote.com/53224K

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TABLE OF CONTENTS

PROXY STATEMENT SUMMARY1
Annual Meeting Agenda1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING2
DIRECTORS AND EXECUTIVE OFFICERS8
Summary of Qualifications of Directors12
CORPORATE GOVERNANCE14
Corporate Governance Guidelines14
The Board and Committees of the Board14
Governance Structure14
The Board’s Role in Risk Oversight14
Clawback Policy15
Insider Trading Policy15
Equity Awards Processes15
Independent Directors16
Audit Committee16
Compensation Committee17
Governance and Nominating Committee17
Code of Business Conduct and Ethics18
Transactions with Related Persons18
Stockholder Communication with the Board of Directors18
EXECUTIVE COMPENSATION19
Compensation Discussion and Analysis19
Executive Summary19
Objectives of Our Compensation Plan22
Executive Compensation Elements24
Employment Agreements26
Tax Considerations26
No Hedging, Pledging or Short Sales Transactions Permitted27
Trading Plan Arrangements27
Compensation Committee Report27
2025 Summary Compensation Table28
Outstanding Equity Awards at Fiscal Year End29
Potential Payments upon Termination or Change in Control29
Equity Incentive Plans29
Securities Authorized for Issuance under Equity Compensation Plans30
Pay Versus Performance30
DIRECTOR COMPENSATION33
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT35
REPORT OF THE AUDIT COMMITTEE36

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TABLE OF CONTENTS

(continued)

PROPOSAL 1 - ELECTION OF DIRECTORS37
Nominees37
General Information37
Director Qualifications37
Qualifications, Attributes, Skills, and Experience to be Represented on the Board as a Whole38
PROPOSAL 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION39
PROPOSAL 3 - RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS40
Independent Registered Public Accounting Firm’s Fees40
Pre-Approval Policies and Procedures40
OTHER MATTERS41
Stockholder Proposals for the 2027 Annual Meeting41
Other Business41

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Table of Contents

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.