KNIGHTSCOPE, INC.

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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 Pursuant to §240.14a-12

KNIGHTSCOPE, 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 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 14a6(i)(1) and 0-11.

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305 North Mathilda Avenue
Sunnyvale, California 94085

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON SEPTEMBER 8, 2025

Dear Stockholder:

We cordially invite you to attend the 2025 Annual Meeting of Stockholders of Knightscope, Inc. (the “Annual Meeting”). The Annual Meeting will be held on Monday, September 8, 2025, at 1:00 p.m., Pacific Time. The Annual Meeting will be held virtually via live audio webcast meetnow.global/MTWJWXL for the following purposes:

To elect each of William Santana Li, William G. Billings, Robert A. Mocny, and Melvin W. Torrie to the Board of Directors to serve until the 2026 annual meeting of stockholders and until their respective successors are elected and qualified;

To ratify the appointment of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025;

To approve the first amendment to the Company’s 2022 Equity Incentive Plan to increase the available number of shares of Class A Common Stock; and

To transact any other business that properly comes before the Annual Meeting and any adjournment or postponement of the Annual Meeting.

You will find important information about the matters to be voted on at the Annual Meeting in the Proxy Statement accompanying this Notice. Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials via the Internet. On or about July 30, 2025, we will mail our stockholders a one-page Notice of Internet Availability of Proxy Materials (the “Notice”) instead of sending a full set of printed materials. Stockholders will have the ability to access the proxy materials at www.envisionreports.com/KSCP or request to receive a printed set of the proxy materials by mail or an electronic set of materials by email. Instructions on how to access the proxy materials and vote on the internet and by phone, or to request a printed copy may be found in the Notice. The record date for the Annual Meeting is July 17, 2025 (the “Record Date”). Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

Your vote is important. We hope you will attend the Annual Meeting virtually. We encourage you to review the proxy materials and vote as soon as possible. You may vote on the internet or by phone as described in the attached proxy materials. You also may vote by mail if you timely request to receive printed copies of these proxy materials in the mail. You will also be able to vote your shares electronically during the Annual Meeting. Details about how to attend the Annual Meeting online and cast your votes are posted at meetnow.global/MTWJWXL and can be found in this proxy statement in the section entitled “Questions and Answers about the Annual Meeting and Voting-How can I attend and vote at the Annual Meeting?”.


	By Order of the Board of Directors of Knightscope, Inc.

	/s/ William Santana Li
	William Santana Li
	Chairman, Chief Executive Officer and President Sunnyvale, California July 21, 2025

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on September 8, 2025 at 1:00 p.m. Pacific time. The Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year 2024 are available electronically at www.envisionreports.com/KSCP.

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	Page
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING	1

PROPOSAL 1 – ELECTION OF DIRECTORS	9

PROPOSAL 2– RATIFICATION OF THE APPOINTMENT OF BPM AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	12

PROPOSAL 3 – APPROVAL OF THE FIRST AMENDMENT TO OUR 2022 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF AVAILABLE SHARES OF CLASS A COMMON STOCK	14

AUDIT COMMITTEE REPORT	24

CORPORATE GOVERNANCE	25

EXECUTIVE OFFICERS	30

EXECUTIVE COMPENSATION	32

DIRECTOR COMPENSATION	36

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	37

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	40

HOUSEHOLDING	41

STOCKHOLDER PROPOSALS	42

ANNUAL REPORT ON FORM 10-K AND OTHER SEC FILINGS	43

OTHER MATTERS	44
ANNEX A-1	Annex A-1.1
ANNEX A-2	Annex A-2.1
ANNEX B	Annex B-1

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305 North Mathilda Avenue
Sunnyvale, California 94085
(650) 942-1025

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 8, 2025

GENERAL INFORMATION

This proxy statement is furnished to stockholders of Knightscope, Inc. (“we,” “us,” “our,” the “Company” or “Knightscope”), a Delaware corporation, in connection with the solicitation of proxies by our board of directors (the “Board”) for use at our 2025 Annual Meeting of Stockholders to be held on September 8, 2025 (the “Annual Meeting”), and at any adjournment or postponement thereof. The Annual Meeting will be held at 1:00 p.m. Pacific Time in a virtual meeting format. In order to attend the Annual Meeting, you must register at www.envisionreports.com/KSCP. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting.

The notice of meeting, our proxy statement, and our Annual Report on Form 10-K for the year ended December 31, 2024 are available at www.envisionreports.com/KSCP.

We are an “emerging growth company” under applicable federal securities laws and therefore permitted to take advantage of certain reduced public company reporting requirements. As an emerging growth company, we provide in this Proxy Statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, including the compensation disclosures required of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We may remain an emerging growth company until December 31, 2027, provided that, if we issue more than $1 billion in non-convertible debt before that time or if we have annual gross revenues of $1.235 billion or more in any fiscal year, we will cease to be an emerging growth company as of December 31 of that year.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Why did I receive these proxy materials?

We are providing these proxy materials to you in connection with the solicitation by the Board of proxies to be voted at our Annual Meeting.

As permitted by the rules of the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because our Board is soliciting your proxy for the Annual Meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or

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request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request to receive a printed copy may be found in the Notice.

The Annual Meeting will be held on Monday, September 8, 2025, at 1:00 p.m., Pacific Time, online at meetnow.global/MTWJWXL. The Annual Meeting will be a completely virtual meeting conducted via live audio webcast. You will be able to attend the Annual Meeting online by visiting meetnow.global/MTWJWXL, and entering the control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials. If you lose the control number, you may join the Annual Meeting as a “Guest,” but you will not be able to vote, or access the list of stockholders as of the close of business on the Record Date (as defined below). Only stockholders with a valid control number will be able to attend the Annual Meeting and vote and access the list of stockholders as of the close of business on the Record Date (as defined below).

We intend to mail the Notice on or about July 30, 2025 to all stockholders of record entitled to vote at the Annual Meeting.

What matters will be voted on at the Annual Meeting?

We will ask stockholders to vote on the following matters at the Annual Meeting:

(1)To elect each of William Santana Li, William G. Billings, Robert A. Mocny, and Melvin W. Torrie to the Board to serve until the 2026 annual meeting of stockholders and until their respective successors are elected and qualified (“Proposal 1”);

(2)To ratify the appointment of BPM LLP (“BPM”) as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (“Proposal 2”);

(3)To approve the first amendment of our 2022 Equity Incentive Plan to increase the number of available shares of the Company’s Class A Common Stock by 2,000,000 shares (“Proposal 3”); and

(4)To transact any other business that properly comes before the Annual Meeting and any adjournment or postponement of the Annual Meeting.

Who can vote?

Only stockholders of record at the close of business on the record date of July 17, 2025 (the “Record Date”), are entitled to receive notice of, and to vote at, the Annual Meeting. Our capital stock currently outstanding consists of our Class A common stock (the “Class A Common Stock”) and Class B common stock (the “Class B Common Stock”). Each share of Class A Common Stock is entitled to one (1) vote per share as of the Record Date, and each share of Class B Common Stock is entitled to ten (10) votes per share as of the Record Date. Cumulative voting is not permitted. As of the Record Date, 8,185,615 shares of our Class A Common Stock and 336,759 shares of our Class B Common Stock were issued and outstanding.

A list of stockholders entitled to vote at the Annual Meeting will be available for inspection by any stockholder for the 10 days prior to the Annual Meeting at www.envisionreports.com/KSCP. In addition, the list of stockholders will also be available during the Annual Meeting through the Annual Meeting website for those stockholders who have logged in with their control number.

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“street name,” you should contact your broker, bank or other nominee to obtain the control number or otherwise vote through the broker, bank or other nominee. If you lose the control number, you may join the Annual Meeting as a “Guest” but you will not be able to vote or access the list of stockholders as of the close of business on the Record Date. Only stockholders with a valid control number, will be able to attend the Annual Meeting and vote and access the list of stockholders as of the close of business on the Record Date.

The Annual Meeting webcast will begin promptly at 1:00 p.m., Pacific Time. We encourage you to access the Annual Meeting prior to the start time. Online check-in will begin at 12:45 p.m., Pacific Time, and you should allow ample time for the check-in procedures.

What is the difference between a stockholder of record and a beneficial holder?

Many of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. There are some important distinctions between shares held of record and those owned beneficially.

Stockholder of Record

If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A. (“Computershare”), you are the stockholder of record for those shares and are receiving proxy materials directly from us. As the stockholder of record, you have the right to grant your voting proxy directly to us or to vote online at the Annual Meeting.

Beneficial Holder

If your shares are held in a stock brokerage account or by a bank or other nominee (commonly referred to as being held in “street name”), you are the beneficial holder of those shares. Your broker, bank or other nominee is the stockholder of record and has forwarded proxy materials to you as beneficial holder. As the beneficial holder, you have the right to direct your broker, bank or other nominee how to vote your shares and are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares online at the Annual Meeting unless you have the control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials giving you the right to vote the shares. Please follow the voting instructions provided by your broker, bank or other nominee.

How do I vote?

Stockholder of Record

If you are a stockholder of record, you can vote over the phone or on the internet prior to the Annual Meeting by following the instructions you received from us in the mail or by email. If you requested to receive a full set of proxy materials in the mail, you also can vote by mail using the proxy card included with the materials. Finally, you can vote online at the Annual Meeting by attending the Annual Meeting online and following the instructions posted at meetnow.global/MTWJWXL.

Beneficial Holder

If you are a beneficial holder, you can vote over the phone or on the internet prior to the Annual Meeting by following the instructions you received from your broker, bank or other nominee in the mail or by email. If you requested to receive a full set of proxy materials in the mail, you also can vote by mail using the voting instruction card included with the materials. If you have not received this information from your broker, bank,

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or other nominee, please contact them as soon as possible. You can vote online at the Annual Meeting by attending the Annual Meeting online and following the instructions posted at meetnow.global/MTWJWXL. If you are a beneficial owner who does not have a control number, you may be able to gain access to the Annual Meeting by logging into your brokerage firm’s website and selecting the stockholder communications mailbox to link through to the Annual Meeting. Please follow the voting instructions provided by your broker, bank or other nominee.

If your shares are registered directly in your name, your shares will not be voted if you do not return your proxy or vote by virtual ballot at the Annual Meeting. If your shares are held in “street name” by a bank, broker or other nominee, that person, as the record holder of your shares, is required to vote your shares according to your instructions. Your bank, broker or other nominee will send you directions on how to vote those shares. Under the applicable stock exchange rules, brokers or other nominees have discretionary voting power with respect to proposals that are considered “routine,” but not with respect to “non-routine” proposals.

Proposal 1 and Proposal 3 are each considered a “non-routine” proposal. Therefore, if you do not provide voting instructions to your broker, your broker may not vote your shares with respect to Proposal 1, or Proposal 3.

Proposal 2 is considered a “routine” proposal. Therefore, if you do not provide voting instructions to your broker, your broker may vote your shares with respect to Proposal 2. However, we understand that certain brokerage firms have elected not to vote even on “routine” matters without your voting instructions. If your bank, broker or other nominee has made this decision, and you do not provide voting instructions with respect to Proposal 2, your shares will not be voted for such proposals at the Annual Meeting.

Accordingly, we urge you to direct your bank, broker or other nominee how to vote by returning your voting materials as instructed or by obtaining a control number from your broker or other nominee in order to vote your shares electronically at the Annual Meeting. This ensures your shares will be voted at the meeting in the manner you desire.

The voting deadlines and availability of telephone and internet voting for beneficial owners of shares held in “street name” will depend on the voting processes of the organization that holds your shares. Therefore, we urge you to carefully review and follow the voting instructions card and any other materials that you receive from that organization.

Multiple Holdings

If you hold shares both as a stockholder of record and as a beneficial holder, you must vote separately for each set of shares.

How can I attend and vote at the Annual Meeting?

The Annual Meeting will be held virtually via audio webcast. Any stockholder can attend the Annual Meeting live online at meetnow.global/MTWJWXL. If you were a stockholder as of the Record Date and you have your control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials, you can vote at the Annual Meeting.

A summary of the information you need to attend the Annual Meeting online is provided below:

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To attend and participate in the Annual Meeting, you will need the control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials.

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The virtual Annual Meeting platform is fully supported across browsers and devices running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Internet connection wherever they intend to participate in the Annual Meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Annual Meeting.

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Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at meetnow.global/MTWJWXL.

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Assistance with questions regarding how to attend and participate via the Internet will be provided at meetnow.global/MTWJWXL on the day of the Annual Meeting.

To attend and participate in the Annual Meeting, you will need the control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your broker, bank or other nominee to obtain your control number or otherwise vote through the broker, trustee, bank or other holder of record. If you lose your control number, you may join the Annual Meeting as a “Guest,” but you will not be able to vote or access the list of stockholders as of the close of business on the Record Date. Only stockholders with a valid control number, will be able to attend the Annual Meeting and vote and access the list of stockholders as of the close of business on the Record Date.

What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual Annual Meeting website?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting website. If you encounter any difficulties accessing the virtual Annual Meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page.

Can I change or revoke my vote?

If you are a stockholder of record, you may change your vote at any time prior to the vote at the Annual Meeting by taking any of the following actions:

●

prior to the Annual Meeting, submitting a new proxy by internet or by phone;

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prior to the Annual Meeting, providing a written revocation to our Corporate Secretary at 305 North Mathilda Avenue, Sunnyvale, California 94085 so that it is received by close of business on Friday, September 5, 2025; or

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during the Annual Meeting, voting online at the Annual Meeting by following the instructions at meetnow.global/MTWJWXL.

If you are a beneficial holder, you may change your vote by submitting new voting instructions to your broker, bank or other nominee following the instructions they provided to you. You may also vote online at the Annual Meeting, which will have the effect of revoking any previously submitted voting instructions, if you

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obtain your control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials.

Whether you are a stockholder of record or a beneficial owner of shares held in street name, your attendance at the Annual Meeting online will not, by itself, automatically revoke your proxy.

What is the quorum requirement for the Annual Meeting?

A quorum of stockholders is necessary for any action to be taken at the Annual Meeting (other than adjournment or postponement of the Annual Meeting). A quorum exists if stockholders holding one-third (33 1/3%) of the voting power of shares of stock which could be cast by the holders of all outstanding shares of stock entitled to vote at the Annual Meeting are present in person, by means of remote communication, or by proxy. If you submit a properly completed proxy, even if you abstain from voting, your shares will be counted for purposes of determining the presence of a quorum. Broker non-votes (described below) also will be counted for purposes of determining the presence of a quorum if the broker, bank or other nominee uses its discretionary authority to vote on at least one routine matter under applicable stock exchange rules.

How will my shares be voted at the Annual Meeting?

Your shares will be voted in accordance with your properly submitted instructions.

Stockholders of Record

If you are a stockholder of record and you submit a proxy but do not include voting instructions on a matter, your shares will be voted in favor of each of the nominees named in Proposal 1 and in favor of each of Proposal 2 and Proposal 3 in accordance with the recommendations of our Board. If any other matters are properly presented for a vote at the Annual Meeting or any adjournment or postponement thereof, your shares will be voted in the discretion of the named proxies.

Beneficial Holders and Broker Non-Votes

If you are a beneficial holder and you do not provide voting instructions to your broker, bank or other nominee, that organization will determine if it has the discretionary authority to vote your shares on the particular matter. Under applicable stock exchange rules, these brokers or other nominees have discretionary voting power with respect to proposals that are considered “routine,” but not with respect to “non-routine” proposals. Proposal 1 and Proposal 3 are each considered a “non-routine” proposal. Therefore, if you do not provide voting instructions to your broker, your broker may not vote your shares with respect to Proposal 1 or Proposal 3.

Proposal 2 is considered a “routine” proposal. Therefore, if you do not provide voting instructions to your broker, your broker may vote your shares with respect to Proposal 2. However, we understand that certain brokerage firms have elected not to vote even on “routine” matters without your voting instructions. If your bank, broker or other nominee has made this decision, and you do not provide voting instructions with respect to Proposal 2, your shares will not be voted for such proposals at the Annual Meeting.

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The unvoted shares are called “broker non-votes.” Shares that constitute broker non-votes are considered present for purposes of determining a quorum but are not considered entitled to vote or votes cast on the particular matter.

What are the voting requirements for each matter?


Proposal	Vote Required	Effect of Votes Withheld / Abstentions	Broker Discretionary Voting Allowed	Effect of Broker Non-Vote
(1) To elect each of William Santana Li, William G. Billings, Robert A. Mocny, and Melvin W. Torrie to the Board to serve until the 2026 annual meeting of stockholders and until their respective successors are elected and qualified	A plurality of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors	No effect	No	No effect
(2) To ratify the appointment of BPM as our independent registered public accounting firm for the fiscal year ending December 31, 2025	The affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter	Against	Yes*	We do not expect any broker non-votes in connection with this proposal*
(3) To approve the first amendment to the Company’s 2022 Equity Incentive Plan to increase the available number of shares of Class A Common Stock	The affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter	Against	No	No effect

*We understand that certain brokerage firms have elected not to vote even on “routine” matters without your voting instructions. If your bank, broker or other nominee has made this decision, and you do not provide voting instructions, your shares will not be voted at the Annual Meeting. A broker non-vote would have no impact on Proposal 2.

What are the recommendations of the Board?

Our Board recommends that you vote:

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“FOR” each of William Santana Li, William G. Billings, Robert A. Mocny, and Melvin W. Torrie to serve as a director until the 2026 annual meeting of stockholders (Proposal 1);

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“FOR” the ratification of the appointment of BPM as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal 2); and

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“FOR” the approval of the first amendment to our 2022 Equity Incentive Plan to increase the available number of shares of Class A Common Stock (Proposal 3).

Any properly authorized proxy as to which no instructions are given will be voted in accordance with the foregoing recommendations.

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Who will pay the costs of soliciting votes for the Annual Meeting?

We will bear all expenses incurred in connection with the solicitation of proxies. We will reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materials to beneficial owners of common stock. Our directors, officers and employees also may solicit proxies by mail, telephone and personal contact. They will not receive any additional compensation for these activities. We will send proxy materials or additional soliciting materials to banks, brokers, other institutions, nominees, and fiduciaries, and these organizations will then forward the materials to the beneficial holders of our shares. On request, we will reimburse these organizations for their reasonable expenses in forwarding these materials.

How can I find the results of the voting after the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.

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PROPOSAL 1 – ELECTION OF DIRECTORS

Our Board currently consists of four directors and is not classified. All directors are elected at each annual meeting of stockholders and hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. The four persons named below, each of whom currently serves on our Board, have been nominated by our Board for re-election until our 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. In the event any of the nominees should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by our Board or our Board may elect to reduce its size. The Board has no reason to believe that any of the persons named below as a nominee for our Board will be unable to serve as a member of the Board if elected. Each of the nominees has consented to being named in this proxy statement.

In addition, the Board has determined that all of our directors, other than William Santana Li, our Chairman, Chief Executive Officer and President, are independent under applicable SEC and Nasdaq rules. A plurality of votes cast is necessary for the election of a director. There is no cumulative voting in the election of directors.

When considering whether directors have the experience, qualifications, attributes or skills, taken as a whole, to enable our Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth below. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. The independent members of the Board commit to regularly reviewing Board composition and potential additions while striving to maintain and grow a diverse and broad skill set that complements the business. The Board believes the current directors have provided valuable experience and insight, along with diversity to the Board.

The Board is committed to ensuring the Board functions effectively and with appropriate diversity and expertise. We believe that a Board made up of highly qualified individuals from diverse backgrounds is important to the long-term success of our business, in addition to promoting better corporate governance and performance and effective decision-making and strategic planning. Accordingly, when considering the nomination of new directors, the Board is committed to including diversity as a factor that will be taken into consideration to ensure that the composition of the Board reflects a broad diversity of experience, profession, expertise, skill, and background. The Board does not assign a specific weight to the various factors it considers in evaluating potential new candidates to the Board, and no particular criteria is necessarily applicable to all prospective nominees. In the evaluation of potential new candidates, the Board considers each candidate’s qualifications in light of the then-current mix of Board attributes, including diversity.

In identifying potential candidates for the Board, the directors generally rely on a variety of resources to identify potential candidates, which, among other things and depending on the circumstances, may include its and the Board’s network of contacts, corporate search resources, and, if the Board deems appropriate, a professional search firm. By utilizing a broad variety of resources as deemed appropriate by the Board in light of the then-current mix of Board attributes and any previously identified potential candidates, the Board believes it will be able to identify, evaluate and consider a diverse range of qualified candidates. Mr. Billings, Mr. Mocny, and Mr. Torrie, each a nominee for reelection, were all recommended to our Board by our Chief Executive Officer and our Chief Financial Officer.

The directors of the Board will consider suggestions by stockholders of possible future nominees. The directors of the Board do not intend to alter the Board’s criteria for evaluating potential director candidates,

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including the criteria described above, in the case of director candidates recommended by stockholders. Stockholders may recommend individuals to the independent directors of the Board for consideration as potential director candidates by submitting the names of such individuals, together with appropriate biographical information and background materials and, if the stockholder is not a stockholder of record, a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of our capital stock for at least a year as of the date such recommendation is made, to the directors of the Board, c/o Secretary, Knightscope, Inc., 305 North Mathilda Avenue, Sunnyvale, California 94085. Stockholders also have the right under our Bylaws to nominate director candidates directly, without any action or recommendation on the part of the Board, by following the procedures set forth below under the heading “Stockholder Proposals.”

Nominees for Election as Directors

The table below sets forth the names and biographical information of each of the directors nominated for election at the Annual Meeting.


Name	Title/Position	Age
William Santana Li	Chairman, Chief Executive Officer and President	55
William G. Billings	Director	49
Robert A. Mocny	Director	68
Melvin W. Torrie	Director	55

Director

William (“Bill”) Santana Li has served as Chairman and Chief Executive Officer of Knightscope, Inc. since co-founding the company in April 2013, and was appointed President in January 2024. He is a seasoned executive and entrepreneur with over 30 years of leadership experience in the automotive and technology sectors. Mr. Li began his career at Ford Motor Company in 1990, where he held a range of engineering, product strategy, and M&A roles across global markets. From 1998 to 1999, he founded and served as Chief Operating Officer of GreenLeaf LLC, a Ford subsidiary, where he led the company to become the world’s second-largest automotive recycler. Following his tenure at Ford, Mr. Li served as President and CEO of Model E Corporation, a venture-backed automotive startup from 1999 to 2001, as Chairman and Chief Executive Officer of Build-to-Order, an original equipment manufacturing company, from 2001 to 2002 and as Chairman and CEO of Carbon Motors Corporation, which focused on specialty vehicle development for law enforcement from 2003 to 2013. Mr. Li holds a Bachelor of Science in Electrical Engineering from Carnegie Mellon University and an MBA from the University of Detroit Mercy. He is married to Mercedes Soria, Knightscope’s Executive Vice President and Chief Intelligence Officer/CISO. The Board believes Mr. Li is qualified to serve on our Board due to his more than 30 years of experience in various industries, including as our Chairman and Chief Executive Officer, and co-founder of the Company.

William (“Will”) G. Billings has served as a director since February 2024. He has served as the Chief Accounting Officer of Chewy, Inc. since August 2024, where he is responsible for overseeing the company’s accounting operations. He previously served as the Vice President of Finance and Chief Accounting Officer of GlobalFoundries, one of the world’s leading semiconductor manufacturers, from November 2021 until July 2024, where he is responsible for overseeing the company’s global finance and accounting operations. Prior to joining GlobalFoundries, from August 2021 to November 2021, Mr. Billings was Vice President of Accounting and Chief Accounting Officer at Coursera, an online course provider. Before that, he served as the Global Corporate Controller of Airbnb, Inc., an online marketplace for lodging and tourism activities, from July 2019 to August 2021. Prior to that, Mr. Billings served as Vice President of Finance and Global Controller at World Fuel Services Corporation, an energy, commodities, and services company, from November 2015 to

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July 2019. From November 2013 to October 2015, Mr. Billings served as Global Technical Controller of General Electric Company, a multinational energy, equipment, solutions and services company. Mr. Billings is a certified public accountant and holds a Bachelor of Science degree in accounting from Southern University A&M and a Master of Business Administration degree from Rice University. The Board believes Mr. Billings is qualified to serve on the Board due to his significant finance, accounting, and operations experience.

Robert (“Bob”) A. Mocny has served as a director since February 2024. He has been a strategic advisor to the Biometrics Institute Limited since May 2020, a venture partner at Ridge Lane, LP since May 2020, a principal at Deep Water Point & Associates since May 2020, and has provided technical expertise to the Center for National Security and Immigration on immigration related legislation since June 2021. He previously served in various roles at the U.S. Department of Homeland Security (the “DHS”) from April 2001 to February 2020, most recently as the deputy director of technology and innovation at the Federal Protective Service of the DHS from October 2016 to February 2020. Prior to the DHS, Mr. Mocny served at the Immigration and Naturalization Service of the Department of Justice from December 1992 to April 2001, culminating in his role as the Special Assistant to the Deputy Commissioner from April 1998 to April 2001. Mr. Mocny has spearheaded numerous technology innovation initiatives, including office automation software programs and the development of the Secure Electronic Network for Travelers Rapid Inspection (or “SENTRI”) program, which was recognized with a Hammer Award by Vice President Al Gore and is now one of the core Trusted Traveler programs operated by DHS. Mr. Mocny holds a Bachelor’s Degree in Soviet Studies from the University of California at Santa Barbara. The Board believes Mr. Mocny is qualified to serve on the Board due to his significant security, law enforcement and government experience and technological expertise.

Melvin (“Mel”) W. Torrie has served as a director since February 2024. He has served as the chief executive officer, president, and chairman of the board of directors of Autonomous Solutions Inc. (“ASI”) since November 2000. ASI was founded in 2000 as a spinoff from Utah State University and provides technology to create fully autonomous vehicles by retrofitting existing equipment. In his role at ASI, Mr. Torrie has piloted robotic development partnerships with some of the largest vehicle manufacturers in the world. Mr. Torrie has taught at Utah State University and is a frequent keynote speaker and trainer on the topics of artificial intelligence, machine learning, autonomous vehicles, industrial robotics, and leadership. Mr. Torrie has a Master of Science degree in electrical engineering and a computer science minor from Utah State University. The Board believes Mr. Torrie is qualified to serve on the Board due to his significant experience in leadership and with technology, autonomous vehicles, and robotics.

OUR BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE FOUR DIRECTOR NOMINEES.

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PROPOSAL 2 – RATIFICATION OF THE APPOINTMENT OF BPM AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025

The Audit Committee of our Board has appointed BPM LLP (“BPM”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2025, and our Board is asking stockholders to ratify this selection. Stockholder approval or ratification is not required to appoint BPM; however, our Board believes that submitting the appointment of BPM to stockholders for ratification is good corporate governance. In the event that the appointment of BPM is not ratified by the stockholders, the Audit Committee will consider this fact when it appoints the independent auditors for the fiscal year ending December 31, 2026. Even if the appointment of BPM is ratified, the Audit Committee retains the discretion to appoint a different independent auditor at any time if it determines that such a change is in the interest of our Company.

In selecting BPM, the Audit Committee considered several factors, including the following:

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The Audit Committee’s and management’s assessments of BPM’s performance;

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BPM’s independence and integrity; and

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BPM’s fees and the quality of services provided to us.

BPM has served as our independent registered public accounting firm since 2020. To our knowledge, neither BPM nor any of its members has any direct or material indirect financial interest in Knightscope or any connection with Knightscope in any capacity other than as our independent registered public accounting firm. A representative of BPM is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions.

Independent Registered Public Accounting Firm Fees

The following table presents fees billed or to be billed, including out-of-pocket costs, by BPM for the years ended December 31, 2024 and 2023, for the audit of our consolidated financial statements and for other services provided in such years. All of these services and fees were pre-approved by the Audit Committee.


Fee Category	2024		2023
Audit Fees⁽¹⁾	$	678,180	$	630,475
Audit-Related Fees⁽²⁾		—		—
Tax Fees⁽²⁾		—		—
All Other Fees⁽²⁾		—		—
Total Fees	$	678,180	$	630,475

(1)

Audit Fees included fees associated with the annual audit of our financial statements and for issuing a report thereon; the review of our periodic reports and services related to, or required by, statute or regulation, such as fees for comfort letters and consents; and assistance with and review of documents filed with the SEC.

(2)	There were no such fees during the periods presented.

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Audit Committee Pre-Approval Policy and Procedures

Under its charter, the Audit Committee is responsible for the compensation of our independent registered public accounting firm and pre-approving any audit services and permissible non-audit and tax services to be performed by our independent registered public accounting firm. In carrying out this responsibility, the Audit Committee follows the following general procedures for the preapproval of audit and non-audit services:

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If applicable, each year the Audit Committee reviews and pre-approves a schedule of the proposed audit and non-audit services and estimated fees to be provided by the independent registered public accounting firm during the next annual audit cycle.

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Actual amounts paid to the independent registered public accounting firm are monitored by management and reported to the Audit Committee.

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Any audit or non-audit services proposed to be provided by the independent registered public accounting firm and the related fees that have not been pre-approved during the annual review by the Audit Committee must be pre-approved by the Audit Committee in advance of any work performed. The authority to grant pre-approval of audit and non-audit services may be delegated to one or more designated members of the Audit Committee, whose decisions will be presented to the full Audit Committee at its next regularly scheduled meeting.

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Incremental fees for previously approved audit or non-audit services that are expected to exceed the previously approved fee estimate must also be pre-approved by the Audit Committee.

OUR BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF BPM LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.

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PROPOSAL 3 – APPROVAL OF THE FIRST AMENDMENT TO THE KNIGHTSCOPE, INC. 2022 EQUITY INCENTIVE PLAN (THE “2022 PLAN”) TO INCREASE THE AVAILABLE SHARES OF CLASS A COMMON STOCK BY 2,000,000 SHARES

Background

As of March 31, 2025, there were 308,657 shares of Class A Common Stock that remained available for future issuances under the 2022 Plan. Given the limited number of shares that currently remain available for grants under the 2022 Plan, the Board and management believe it is important that the first amendment to the 2022 Plan (the “2022 Plan Amendment”) be approved to allow us to continue to attract, motivate, reward and retain a talented team in a highly competitive industry. If the 2022 Plan Amendment is not adopted by our stockholders, the Company will continue to operate the 2022 Plan pursuant to its current provisions, and we may be required to increase the cash component of our compensation mix, which would inhibit our ability to align our employees’ interests with the interests of our stockholders, to recruit and retain new talent, and motivate our current employees over a long-term horizon.

Equity Awards are an Important Part of Our Success and Ability to Remain Competitive in a Highly Competitive Industry. We are a Silicon Valley based, public safety innovator that builds Autonomous Security Robots and Emergency Communication Devices. We design, manufacture, and deploy our technologies to improve public safety and to protect the places people live, work, study and visit. We provide our cutting-edge capabilities, including remote monitoring capabilities, to both the private sector and to government clients including law enforcement. Our core technologies are a unique combination of autonomy, robotics, artificial intelligence and electric vehicle technology. As such, we are in a highly competitive industry and geographic location for peer talent.

The Company competes with larger companies that have greater financial resources and name recognition. The Board and management believe that the Company’s ability to remain competitive with such companies depend, in large part, on the Company’s ability to attract, retain and motivate employees, officers, consultants and non-employee directors, with equity awards being a key element underlying our ability to attract, retain and motivate such personnel. Without the ability to offer competitive equity compensation, the potential success of the Company may be limited. Importantly, the Company grants equity throughout the entire organization, which we believe is key to our long-term success.

Proposed Amendment

On July 21, 2025, the Board approved the 2022 Plan Amendment, subject to approval by the Company’s stockholders at the Annual Meeting, that would increase the total remaining number of shares of Class A Common Stock available for issuance under the 2022 Plan by 2,000,000 shares. After adding the shares of Class A Common Stock that remained available for future issuances under the 2022 Plan as of March 31, 2025, to the additional shares approved by the 2022 Plan Amendment, 2,000,000, there will be a total of 2,308,657 shares available for future issuance under the 2022 Plan.

Under the terms of the 2022 Plan, the maximum number of shares of Class A Common Stock initially authorized to be issued under the 2022 Plan was 100,000 (pre-stock split, 5,000,000) shares plus the annual share increase to be added as of January 1st of each calendar year commencing after the date of the stockholder approval of the 2022 Plan (the “Effective Date”) and ending on (and including) January 1, 2032, equal to the lesser of (x) 5% of the aggregate number of shares of Class A Common Stock and Class B Common Stock outstanding on December 31st of the immediately preceding calendar year (rounded up to the nearest whole share) and (y) an amount determined by the Compensation Committee of the Board (the “Compensation Committee”) (the “Evergreen Provision”), representing aggregate increases of 447,394 shares for 2023 through 2025 (on a post-stock split basis). The share reserve available for future issuance

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also includes (A) any shares previously authorized for issuance under the Company’s 2016 Equity Incentive Plan (the “2016 Plan”) that on the Effective Date had not been granted under the 2016 Plan and are not subject to outstanding awards thereunder; plus (B) any shares subject to outstanding awards under the 2016 Plan or the Company’s 2014 Equity Incentive Plan (together, with the 2016 Plan, the “Prior Plans”) as of the Effective Date that, on or after the Effective Date, cease to be subject to such awards prior to the issuance of shares thereunder, such as due to cancellation, expiration, or other termination of such awards. On July 21, 2025, the Board approved the 2022 Plan Amendment, subject to approval by the Company’s stockholders at the Annual Meeting, that would increase the total remaining number of shares of Class A Common Stock available for issuance under the 2022 Plan by 2,000,000 shares. After adding the shares of Class A Common Stock that remained available for future issuances under the 2022 Plan as of March 31, 2025, to the additional shares approved by the 2022 Plan Amendment, 2,000,000, there will be a total of 2,308,657 shares available for future issuance under the 2022 Plan. If the 2022 Plan Amendment is not approved by the stockholders, the Company will continue to operate the 2022 Plan pursuant to its current provisions.

Summary of the Material Terms of the 2022 Plan

A summary of the material features of the 2022 Plan, as amended by the 2022 Plan Amendment, is set forth below. This summary is, however, qualified in its entirety by and subject to the full text of the 2022 Plan, as proposed to be amended by the 2022 Plan Amendment, which is attached as Appendix A. Capitalized terms used in this summary that are not otherwise defined have the respective meanings given to such terms in the 2022 Plan, as proposed to be amended by the 2022 Plan Amendment. If our stockholders approve the 2022 Plan Amendment, we will file with the SEC a registration statement on Form S-8, as soon as reasonably practicable after the approval, to register the additional shares available for issuance pursuant to the 2022 Plan Amendment.

Purpose. The Company has adopted the 2022 Plan to (a) attract, retain and motivate individual service providers to the Company and its related companies by providing them the opportunity to acquire an equity interest in the Company and (b) align their interests and efforts with the long-term interests of the Company’s stockholders.

Eligibility. The Company’s employees, officers, consultants and non-employee directors are eligible to receive awards under the 2022 Plan as selected by the Compensation Committee in its sole discretion. As of June 30, 2025, there were approximately 80 employees, 4 officers and 3 non-employee directors eligible to receive awards under the 2022 Plan if selected by the Compensation Committee. While consultants are eligible to participate in the 2022 Plan if selected by the Compensation Committee, none of our consultants have received awards under the 2022 Plan.

Authorized Shares. Subject to adjustment (as described below), the number of shares of Class A Common Stock that may be subject to awards granted under the 2022 Plan will equal 2,100,000 shares of Class A Common Stock (which represents the 100,000 shares originally reserved for issuance under the 2022 Plan (5,000,000 pre-stock split) plus the additional 2,000,000 shares requested pursuant to the 2022 Plan Amendment) plus the annual share increase to be added as of January 1st of each calendar year commencing after Effective Date and ending on (and including) January 1, 2032, equal to the lesser of (x) 5% of the aggregate number of shares of Class A Common Stock and Class B Common Stock outstanding on December 31st of the immediately preceding calendar year (rounded up to the nearest whole share) and (y) an amount determined by the Compensation Committee (representing an aggregate increase of shares in 2023, 2024 and 2025) plus the number of shares remaining available for future grant under the 2016 Plan as of the date of Effective Date plus any shares subject to outstanding awards under a Prior Plan, as of the Effective Date that, on or after the Effective Date, cease to be subject to such awards prior to the issuance of shares thereunder, such as due to cancellation, expiration, or other termination of such awards.

If an award lapses, expires, terminates or is canceled without the issuance of shares, the shares covered by such award will again be available for issuance under the 2022 Plan. Shares that are issued to a

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participant under the 2022 Plan and thereafter are forfeited to or otherwise reacquired by the Company will become available again for issuance under the 2022 Plan. Shares surrendered or withheld in payment of taxes related to an award will become available again for issuance under the 2022 Plan. If an award is settled in cash, then those shares that are either not issued under the award, or that are issued and then forfeited or reacquired under the award will remain available again for issuance under the 2022 Plan. If a participant receives dividends or dividend equivalents in respect of an award in the form of shares, those shares will not reduce the number of shares available for issuance under the 2022 Plan. Shares underlying substitute awards will not reduce the number of shares available for issuance under the 2022 Plan.

As of June 30, 2025, the fair market value of a share of Class A Common Stock was $4.94 per share.

Individual Limits. The maximum number of shares that may be issued pursuant to incentive stock options (“ISOs”) is 15,000,000, subject to adjustments in accordance with the capitalization adjustment provisions set forth in the 2022 Plan.

A participant who is a non-employee director may not receive compensation for any calendar year in excess of $750,000 (or $1,000,000 for the year in which the non-employee director is first elected or appointed to the Board, serves as the non-executive chairperson of the Board or as lead independent director, or is a member of a specially formed committee of the Board) in the aggregate, including cash payments and awards granted under the 2022 Plan.

Administration. The 2022 Plan is administered by the Compensation Committee or another committee designated by the Board (or, if the Board does not designate a committee, the Board).

The Compensation Committee has authority under the 2022 Plan to:

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designate participants;

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determine the types of awards to grant, the number of shares to be covered by awards, the fair market value of the shares, whether the award carries rights to dividends or dividend equivalents, whether awards may be settled or exercised in cash, shares of common stock or other property and the terms and conditions of awards;

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approve the forms of award agreements;

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determine whether, to what extent and under what circumstances awards may be amended, tolled, accelerated, canceled or terminated;

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interpret and administer the 2022 Plan and any instrument or agreement relating to, or award made under, the 2022 Plan;

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establish rules and regulations, appoint agents and make any other determination and take any other action that it deems necessary or desirable to administer the 2022 Plan, in each case, as it deems appropriate for the proper administration of the 2022 Plan and compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations;

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temporarily suspend the exercisability of an award if necessary or desirable for the administration of the 2022 Plan; and

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make any other determination and take any other action deemed necessary or desirable for the administration of the 2022 Plan.

The Board or the Compensation Committee may delegate the authority to administer the 2022 Plan to different committees consisting of one or more non-employee directors, subject to certain limitations, including a limit that the such committees may not grant awards to any person then covered by Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, to the extent consistent with applicable law, the Board or the Compensation Committee may authorize one or more officers to grant

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awards under the 2022 Plan or to make any other determinations with respect to such awards; provided, however, no officer will have or obtain the authority to grant awards to him or herself or to any person then covered by Section 16 of the Exchange Act.

Types of Awards. The 2022 Plan provides for grants of stock options, stock appreciation rights (“SARs”), stock awards, restricted stock, restricted stock units (“RSUs”), performance awards and other stock-based and cash-based awards.

Stock Options. A stock option is a contractual right to purchase shares at a future date at a specified exercise price. The per share exercise price of a stock option (other than a substitute award) will be determined by the Compensation Committee and may not be less than the closing price of a share of Class A Common Stock on the grant date. The Compensation Committee will determine the date after which each stock option may be exercised and the expiration date of each option, provided that no option will be exercisable more than ten years after the grant date. Options that are intended to qualify as ISOs must meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

SARs. SARs represent a contractual right to receive, in shares, an amount equal to the appreciation of one share from the grant date (unless determined otherwise by the Compensation Committee). Any SAR will be granted subject to the same terms and conditions as apply to stock options.

Stock Awards. A stock award represents an award of shares, which are not subject to vesting or forfeiture conditions at the time of grant.

Restricted Stock. Restricted stock is an award of shares that are subject to restrictions on transfer and a substantial risk of forfeiture. Restricted stock may include the right to receive dividend equivalents, which will be subject to the same vesting conditions and will be paid in accordance with the same terms as the underlying award to which they relate.

RSUs. RSUs represent a contractual right to receive a share (or cash, or a combination of cash and shares) at a future date, subject to specified vesting and other restrictions. RSUs may include the right to receive dividend equivalents, provided that any dividend equivalents will be subject to the same vesting conditions and will be paid in accordance with the same terms as the underlying RSUs to which they relate.

Performance Awards. Performance awards, which may be denominated in cash or shares, will be earned on the satisfaction of performance goals specified by the Compensation Committee. Performance awards may be granted in the form of performance share units or performance units. Performance awards may include the right to receive dividend equivalents, which will be subject to the same vesting and performance conditions and will be paid upon the settlement of the underlying PSUs to which they relate.

Other Stock-Based Awards. The Compensation Committee is authorized to grant other stock-based awards, which may be denominated in shares.

Other Cash-Based Awards. The Compensation Committee is authorized to grant other cash-based awards.

Adjustments. In the event the Compensation Committee determines that, as a result of any dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution or dividend to stockholders other than a normal cash dividend, or other change is the Company’s corporate or capital structure that constitutes an equity restructuring transaction (as defined in ASC Topic 718) (or any successor thereto), an adjustment is necessary to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the 2022 Plan, the Compensation Committee will adjust equitably any or all of: (i) the number and type of shares or other securities that thereafter may be made the subject of awards, including the aggregate limits under the 2022 Plan; (ii) the maximum number and kind of securities issuable as ISOs; (iii) the number and type of shares or other securities subject to outstanding awards and the per share price of such securities, without any change in the aggregate price to be paid under

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the award; and (iv) the terms and conditions of an award that are affected by the change, in each case, as necessary to prevent the diminution or enlargement of rights under the 2022 Plan.

Termination of Service. In the event of a termination of service, unless otherwise set forth in the award agreement or otherwise determined by the Compensation Committee, the following treatment will apply:

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for stock options and SARs, (i) any portion of the award that is not vested and exercisable on the date of the termination of service will expire on the date of such termination of service and (ii) any portion of an award that is vested an exercisable on the date of the termination of service will expire on the earliest to occur of the following: (a) if the participant’s termination of service occurs for reasons other than “cause”, “disability” or death, the date that is three months after such termination of service; (b) if the participant’s termination of service occurs due to “cause”, the date of such termination of service; (c) if the participant’s termination of service occurs due to death or “disability”, the date that is 12 months after such termination of service; (d) if the participant dies during any of the foregoing post-termination exercise periods, the date that is 12 months after death; (e) if the Compensation Committee determines during any of the foregoing post-termination exercise periods that “cause” for termination existed at the time of the participant’s termination of service, immediately on the date of determination; (f) if, during any of the foregoing periods, the Company undergoes a Change of Control and the successor or acquiring entity refuses to convert, continue, assume, substitute for or replace an equivalent award, then on the date of the consummation of the Change of Control and (g) the normal expiration date; and

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for all other awards, the award will cease vesting at the time of the participant’s termination of service.

Change of Control. In the event of a Change of Control (as defined in the 2022 Plan and described below), the Compensation Committee may, in its sole discretion, take any one or more of the following actions with respect to outstanding awards:

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continuation, assumption or substitution of the award by the successor or surviving corporation (or its parent), with the continuation of the vesting restrictions and forfeiture provisions;

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if such awards are not continued, assumed or substituted, then the awards (other than performance awards), will become fully vested and exercisable or payable, and all applicable restrictions or forfeiture provisions will lapse, immediately prior to the Change of Control and such awards will terminate at the effective time of the Change of Control; and

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in the case of a performance award that are earned and outstanding as of the date of the Change of Control in which the payout level has or could be determined, such awards will be payable based on such performance pursuant to the payout schedule or the award agreement, and for any outstanding performance awards that will not be continued, assumed or substituted and for which the payout level has not been determined, such award will be payable pursuant to the terms and payout schedule under the award agreement or as otherwise permitted by Section 409A of the Code.

Notwithstanding the foregoing, the Compensation Committee, in its sole discretion, may instead provide that upon a Change of Control, without the participant’s consent, that a participant’s outstanding awards will terminate upon or immediately prior to the Change of Control, and the participant will receive in exchange for such award, cash or other property equal to the amount (if any) by which (x) the value of the per share consideration received by the holders of common stock in the Change of Control or in the case of certain transactions that do not result in direct receipt of consideration by holders of common stock, the value

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of the deemed per share consideration received, in each case, as determined by the Compensation Committee in its sole discretion, multiplied by the number of shares of common stock subject to awards (y) if applicable, exceeds the respective aggregate exercise price or grant price for such awards.

Under the 2022 Plan, a Change of Control is generally defined as (i) certain acquisitions of 50% or more of either (x) the number of then outstanding shares of Class A Common Stock and Class B Common Stock or (y) the total voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors, (ii) certain changes in the majority composition of our Board over a 12-month period, or (iii) the consummation of certain mergers, consolidations, asset sales or similar corporate transactions.

Amendment and Termination. The Board or the Compensation Committee may amend, alter, suspend, discontinue or terminate the 2022 Plan, subject to approval of the stockholders if required by the rules of the stock exchange on which the shares are principally traded and except to the extent prohibited by applicable law. The Compensation Committee may amend any outstanding award; however, no such Board or committee action that would materially adversely affect the rights of a holder of an outstanding award may be taken without the holder’s consent.

Prohibition on Repricing. Subject to adjustment as described above, the Compensation Committee may not, without stockholder approval, (i) reduce the exercise or grant price of an option or SAR after it is granted; (ii) cancel an option or SAR at a time when its exercise or grant price exceeds the fair market value of the underlying stock, in exchange for cash, another option or stock appreciation right, or other equity award (unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off or other similar transaction); or (iii) take any other action that is treated as a repricing under U.S. generally accepted accounting principles.

Recoupment. Awards will be subject to the requirements of (a) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any implementing rules and regulations thereunder, (b) similar rules under the laws of any other jurisdiction, (c) any compensation recovery or clawback policies adopted by the Company to implement any such requirements and (d) any other compensation recovery and clawback policies as may be adopted from time to time by the Company, all to the extent determined by the Compensation Committee in its discretion to be applicable to awards granted to a participant.

Term. The 2022 Plan will expire no later than the 10-year anniversary of the Effective Date.

Material U.S. Federal Income Tax Consequences of Awards under the 2022 Plan

The following is a brief summary of certain United States federal income tax consequences generally arising with respect to awards under the 2022 Plan. This discussion does not address all aspects of the United States federal income tax consequences of participating in the 2022 Plan that may be relevant to participants in light of their personal investment or tax circumstances and does not discuss any state, local or non-United States tax consequences of participating in the 2022 Plan. Each participant is advised to consult his or her particular tax advisor concerning the application of the United States federal income tax laws to such participant’s particular situation, as well as the applicability and effect of any state, local or non-United States tax laws before taking any actions with respect to any awards.

Section 162(m) of the Internal Revenue Code. Section 162(m) of the Code generally limits to $1 million the amount that a publicly held corporation is allowed each year to deduct for the compensation paid

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to each of the corporation’s chief executive officer, the corporation’s chief financial officer and certain other current and former executive officers of the corporation.

Stock Options. A participant will not recognize taxable income at the time an option is granted and the Company will not be entitled to a tax deduction at that time. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) upon exercise of a non-qualified stock option equal to the excess of the fair market value of the shares purchased (determined on the date of exercise) over their exercise price, and the Company (or, if applicable, the affiliate employer) will be entitled to a corresponding deduction, subject to the deduction limits under Section 162(m) of the Code. A participant will not recognize income (except for purposes of the alternative minimum tax) upon exercise of an incentive stock option. If the shares acquired by exercise of an incentive stock option are held for the longer of two years from the date the option was granted and one year from the date it was exercised, any gain or loss arising from a subsequent disposition of those shares will be taxed as long-term capital gain or loss, and the Company will not be entitled to any deduction. If, however, those shares are disposed of within the above-described period, then in the year of that disposition the participant will recognize compensation taxable as ordinary income equal to the excess of (1) the lesser of the amount realized upon that disposition and the fair market value of those shares on the date of exercise over (2) the exercise price, and the Company (or, if applicable, the affiliate employer) will be entitled to a corresponding deduction, subject to the deduction limits under Section 162(m) of the Code.

SARs. A participant will not recognize taxable income at the time SARs are granted and the Company will not be entitled to a tax deduction at that time. Upon exercise, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) in an amount equal to the fair market value of any shares delivered (determined on the date of exercise) and the amount of cash paid by the Company, and the Company (or, if applicable, the affiliate employer) will be entitled to a corresponding deduction, subject to the deduction limits under Section 162(m) of the Code.

Stock Awards. A participant will not recognize taxable income at the time restricted stock is granted and the Company will not be entitled to a tax deduction at that time, unless the participant makes an election to be taxed at that time. If such election is made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time of the grant in an amount equal to the excess of the fair market value for the shares at such time over the amount, if any, paid for those shares. If such election is not made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time the restrictions constituting a substantial risk of forfeiture lapse in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for those shares. The amount of ordinary income recognized by making the above-described election or upon the lapse of restrictions constituting a substantial risk of forfeiture is deductible by the Company (or, if applicable, the affiliate employer) as compensation expense, subject to the deduction limits under Section 162(m) of the Code. In addition, a participant receiving dividends with respect to restricted stock for which the above-described election has not been made and prior to the time the restrictions constituting a substantial risk of forfeiture lapse will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee), rather than dividend income, in an amount equal to the dividends paid and the Company (or, if applicable, the affiliate employer) will be entitled to a corresponding deduction, subject to the deduction limits under Section 162(m) of the Code.

A participant will not recognize taxable income at the time a RSU is granted and the Company will not be entitled to a tax deduction at that time. Upon settlement of RSUs, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) in an amount equal to the fair market value of any shares delivered (determined as of the date of transfer)

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and the amount of any cash paid by the Company, and the Company (or, if applicable, the affiliate employer) be entitled to a corresponding deduction, subject to the deduction limits under Section 162(m) of the Code.

A participant who receives shares of common stock that are not subject to any restrictions under the 2022 Plan will recognize compensation taxable as ordinary income on the date of grant in an amount equal to the fair market value of such shares on that date, and the Company (or, if applicable, the affiliate employer) will be entitled to a corresponding deduction, subject to the deduction limits under Section 162(m) of the Code.

Performance Awards. A participant will not recognize taxable income at the time performance awards are granted and the Company will not be entitled to a tax deduction at that time. Upon settlement of performance awards, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) in an amount equal to the fair market value of any shares delivered (determined as of the date of transfer) and the amount of cash paid by the Company, and the Company (or, if applicable, the affiliate employer) will be entitled to a corresponding deduction, subject to the deduction limits under Section 162(m) of the Code.

Registration with the SEC

If the stockholders approve this proposal, the Company will file with the SEC, as soon as reasonably practicable after such approval, a registration statement on Form S-8 relating to the additional shares available for issuance under the 2022 Plan.

New Plan Benefits

The number of stock options or other forms of award that will be granted in the future under the 2022 Plan is not currently determinable. Information regarding awards granted in 2024 under the 2022 Plan to the named executive officers is provided in the “2024 Summary Compensation Table.” Information regarding awards granted in 2024 under the 2022 Plan to non-employee directors is provided in the “2024 Director Compensation” table.

Existing Plan Benefits to Named Executive Officers and Others

The following table sets forth with respect to each named executive officer listed in the 2024 Summary Compensation Table and each group listed below (i) the number of shares of common stock issuable pursuant to stock options granted under the 2022 Plan and (ii) the number shares of common stock awarded under other awards under the 2022 Plan, in each case, since the Effective Date on June 23, 2022 through March 31, 2025 (excluding any grants that were subsequently forfeited, terminated or cancelled). During this time period, the Company has not made any grants under any other equity plans.

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Existing Plan Benefits to Named Executive Officers and Others



Name and Position		Stock Options
William Santana Li, Chairman, Chief Executive Officer and President		95,324

Apoorv Dwivedi, EVP, Chief Financial Officer and Secretary		40,000

Mercedes Soria, EVP and Chief Intelligence Officer/CISO		20,074

All current executive officers as a group (4 persons)		164,898

All employees (other than current executive officers) as a group (approximately 76 persons)		128,962

Non-Employee Directors as a group (3 persons)		6,000

No awards have been granted under the 2022 Plan over its lifetime to the following categories of persons: (i) any associates of our non-employee directors, executive officers or nominees for election or (ii) any other person who received or who is to receive 5% of such options, warrants or rights.

OUR BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE 2022 PLAN AMENDMENT.

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EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information as of December 31, 2024, regarding our equity incentive plans, which consists of awards issued under our 2014 Equity Incentive Plan, 2016 Equity Incentive Plan and 2022 Plan:


				Number of
				securities
				remaining
	Number of			available
	securities			for future
	to be issued upon	Weighted-average		issuance
	exercise of	exercise price of		under equity
	outstanding	outstanding		compensation
Plan Category	options	options		plans (1)
Equity compensation plans approved by security holders
2014 Equity Incentive Plan	5,180	$	30.00	—
2016 Equity Incentive Plan	72,466	$	96.07	—
2022 Equity Incentive Plan	218,745	$	35.89	92,020
Equity compensation plans not approved by security holders	—		—	—
Total	296,391	$	50.50	92,020

(1)Consists of 92,020 shares of Class A Common Stock reserved for issuance under the 2022 Plan. The number of shares of our Class A Common Stock reserved for issuance under the 2022 Plan will automatically increase each year beginning on January 1, 2023 through January 1, 2032, in an amount equal to the lesser of (x) 5% of the aggregate number of shares of Class A Common Stock and Class B Common Stock outstanding on December 31st of the immediately preceding calendar year (rounded up to the nearest whole share) and (y) an amount determined by the Plan Administrator (as defined in the 2022 Plan); provided, however, that any shares that become available from any such increases in previous years that are not actually issued will continue to be available for issuances under the 2022 Plan. The share reserve available for future issuance will also include (A) any shares previously authorized for issuance under the Company’s 2016 Equity Incentive Plan that on the Effective Date (as defined in the 2022 Plan) had not been granted under the 2016 Equity Incentive Plan and are not subject to outstanding awards thereunder; plus (B) any shares subject to outstanding awards under the 2016 Equity Incentive Plan or the Company’s 2014 Equity Incentive Plan, as of the Effective Date that, on or after the Effective Date, cease to be subject to such awards prior to the issuance of shares thereunder, such as due to cancellation, expiration, or other termination of such awards.

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AUDIT COMMITTEE REPORT

The Audit Committee has reviewed the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2024 and has discussed these financial statements with management and the Company’s independent registered public accounting firm. The Audit Committee has also received from, and discussed with, the Company’s independent registered public accounting firm the matters that they are required to provide to the Audit Committee, including the matters required to be discussed by the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

The Company’s independent registered public accounting firm also provided the Audit Committee with a formal written statement required by PCAOB Rule 3526 (Communications with Audit Committees Concerning Independence) describing all relationships between the independent registered public accounting firm and the Company, including the disclosures required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. In addition, the Audit Committee discussed with the independent registered public accounting firm its independence from the Company.

Based on its discussions with management and the independent registered public accounting firm, and its review of the representations and information provided by management and the independent registered public accounting firm, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

THE AUDIT COMMITTEE

William G. Billings (Chair)

Robert A. Mocny

Melvin W. Torrie

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CORPORATE GOVERNANCE

Director Independence

Nasdaq listing rules require that a majority of the Board be comprised of independent directors. The Board has determined that Mr. Billings, Mr. Mocny, and Mr. Torrie is each an “independent director” as defined under the applicable Nasdaq rules, and that each of Linda Keene Solomon, Patty Watkins and Trish Howell was an “independent director” as defined under the applicable Nasdaq rules for the periods in 2024 that they each served on the Board. Mr. Li is not independent due to his service as a current executive officer of the Company. The Board makes a determination regarding the independence of each director at least annually based on relevant facts and circumstances. Applying the standards and independence criteria defined by the Nasdaq listing standards, the Board has made a determination as to each independent director that no relationships exist which, in the opinion of the Board, would interfere with the exercise of his independent judgment in carrying out the responsibilities of a director.

The Board of Directors has determined that Mr. Billings, Mr. Mocny, and Mr. Torrie are “independent directors” under Nasdaq listing standards and SEC rules applicable to Audit Committee members and Compensation Committee members, and that each of Linda Keene Solomon, Patty Watkins and Trish Howell was an “independent director” under Nasdaq listing standards and SEC rules applicable to Audit Committee members and Compensation Committee members for the period in 2024 that they each served on such committees.

Board Leadership Structure and Roles in Risk Oversight

Our Board does not have a policy regarding separation of the roles of Chief Executive Officer and Chairman of the Board. The Board believes it is in our best interests to make that determination based on circumstances from time to time. Currently, our Chief Executive Officer and President serves as the Chairman of the Board and Mr. Billings serves as Lead Independent Director.

We believe this leadership structure benefits us because a combined Chief Executive Officer and Chairman role helps provide strong, unified leadership for our management team and Board. Furthermore, we believe that our customers, suppliers and other business partners have viewed our Chairman, Chief Executive Officer, and President as a visionary leader in our industry, and that having a single leader is good for our business. Accordingly, we believe a combined Chief Executive Officer and Chairman position is the best governance model for our company and our stockholders at this time.

Our Board believes the Lead Independent Director position helps maintain an appropriate level of independent checks and balances, enables independent oversight of management and encourages objective oversight of management performance, reinforcing the independence of the Board as a whole and enhancing its overall effectiveness.

Our Board believes that this leadership structure, combined with our corporate governance policies and processes, creates an appropriate balance between strong and consistent leadership through a combined Chief Executive Officer and Chairman, and independent oversight of our business through a Lead Independent Director position. The Chairman chairs the meetings of our Board and stockholders, with input from the non-employee independent directors, and as such, our Board believes that a person with comprehensive knowledge of our Company is in the best position to serve such role.

Our Board believes that our current leadership structure and the composition of our Board protect stockholder interests and provide independent oversight, while also providing outstanding leadership and

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direction for our Board and management. Aside from our Chairman, each of our other directors is “independent” under Nasdaq standards, as more fully described herein. The independent directors meet in executive sessions led by our Lead Independent Director, without management present, during each regularly scheduled Board meeting and are very active in the oversight of our Company. Our Lead Independent Director also serves as a liaison between the independent directors and the Chairman and leads discussions concerning our Chief Executive Officer’s performance. In addition, our Board and each committee of the Board has complete and open access to any member of management and the authority to retain independent legal, financial and other advisors as they deem appropriate.

Our Board believes its administration of its risk oversight function has not affected its leadership structure. Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including those described under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, and in other filings that we periodically make with the SEC. Our Board is actively involved in oversight of risks that could affect us. This oversight is conducted primarily by our full Board, which has responsibility for general oversight of risks.

Our Board oversees cybersecurity and AI risk management and is supported by the Audit Committee and the Chief Information Security Officer (CISO), as well as other members of management. Our Board satisfies this responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within our Company. Our Audit Committee oversees policies with respect to risk assessment and risk management, major financial risk exposures, key enterprise risk exposures, and the adequacy and effectiveness of our policies and internal controls regarding information and technology security, cybersecurity and privacy. Our Compensation Committee oversees risk management activities relating to our compensation policies and practices, and our independent directors as a whole oversees risk management activities relating to Board composition and management succession planning. In addition, members of our senior management team attend our quarterly board meetings and are available to address any questions or concerns raised by the board on risk-management and any other matters. Our Board believes that full and open communication between management and the Board is essential for effective risk management and oversight.

Attendance of Directors at Annual Meetings

While we do not have a formal policy requiring our directors to attend stockholder meetings, directors are invited and encouraged to attend all meetings of stockholders. All of our four directors at the time attended the annual meeting of stockholders in 2024.

Board and Board Committees

Our Board met six times in 2024. During the fiscal year ended December 31, 2024, each director attended at least 75% of the aggregate of all meetings of the Board of Directors and meetings of the committees on which the Director served during the period in which he or she served as a director. Our independent and non-management directors meet regularly in executive session without management present.

The Board has established an Audit Committee and a Compensation Committee. Our Board may establish other committees to facilitate the management of our business from time to time. Our Board delegates various responsibilities and authority to committees as generally described below. The Board committees regularly report on their activities and actions to the full Board.

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The Board does not have a standing nominating committee. The Board believes it is appropriate not to have a nominating committee at this time because the entire Board participates in the consideration of director nominees. The Board will continue to assess the necessity of a nominating committee and will establish one, if necessary, in the future. In accordance with Nasdaq rules, director nominees are selected or recommended for selection by directors constituting a majority of the independent directors of the Board in a vote in which only independent directors participate.

Each of the committees operates under its own written charter as adopted by our Board, each of which is available on our website, https://ir.knightscope.com/corporate-governance/ governance-overview. The information contained on, or accessible through, our website is not part of, or incorporated by reference in, this proxy statement.

The following table is a summary of our Board committee structure and members on each of our committees:


Name	Independent Director	Compensation Committee	Audit Committee
William G. Billings †	X	Chair	Chair
William Santana Li*
Robert A. Mocny	X	X	X
Melvin W. Torrie	X	X	X

† Lead Independent Director

* Chairman of the Board

Audit Committee

The members of the Audit Committee are Messrs. Billings, Mocny, and Torrie. Mr. Billings serves as the Chair of the Audit Committee. Our Board has determined that each of the directors serving on our Audit Committee is independent within the meaning of the applicable Nasdaq rules and Rule 10A-3 under the Exchange Act and meet the requirements for financial literacy under the Nasdaq rules. In addition, our Board has determined that Mr. Billings qualifies as an “audit committee financial expert” within the meaning of SEC regulations and applicable Nasdaq rules.

Our Audit Committee, among other things, assists our Board with its oversight of the integrity of our financial statements; our compliance with legal and regulatory requirements; the qualifications, independence, and performance of the independent registered public accounting firm; and the design and implementation of our risk assessment and risk management. Among other things, our Audit Committee is responsible for:

●

reviewing and discussing with our management the adequacy and effectiveness of our disclosure controls and procedures;

●

discussing with our management and independent registered public accounting firm the annual audit plan and scope of audit activities, scope and timing of the annual audit of our financial statements, and the results of the audit, quarterly reviews of our financial statements;

●

establishing and overseeing procedures for the receipt, retention, and treatment of any complaints regarding accounting, internal accounting controls or auditing matters, as well as for the confidential and anonymous submissions by our employees of concerns regarding questionable accounting or auditing matters;

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●

appointing, compensating, retaining, and overseeing the work of our independent registered public accounting firm;

●

approving audit engagement terms and fees, and all permissible non-audit engagements with the independent registered public accounting firm; and

●

reviewing and overseeing all related person transactions in accordance with our policies and procedures.

Our Audit Committee met four times in 2024.

Compensation Committee

The members of the Compensation Committee are Messrs. Billings, Mocny, and Torrie. Mr. Billings serves as the Chair of the Compensation Committee. Our Board has determined that each of the directors serving on our Compensation Committee is independent within the meaning of applicable Nasdaq rules and SEC rules and regulations for purposes of membership on the Compensation Committee.

Our Compensation Committee, among other things, assists our Board with its oversight of the forms and amount of compensation for our executive officers (including officers reporting under Section 16 of the Exchange Act), the administration of our equity and non-equity incentive plans for employees and other service providers and certain other matters related to our compensation programs. Among other things, our Compensation Committee is responsible for:

●

evaluating the performance of our Chief Executive Officer;

●

evaluating the performance of our other executive officers (including officers reporting under Section 16 of the Exchange Act);

●

reviewing and approving our overall compensation philosophy, programs, policies, and practices;

●

administering our Compensation Recovery Policy; and

●

reviewing and developing short- and long-term management succession plans.

The Compensation Committee may form and delegate responsibility to subcommittees as it deems necessary or appropriate, provided that any subcommittee must meet all applicable independence requirements.

Our Compensation Committee met two times in 2024.

Code of Conduct

We have a written code of conduct in place that applies to all our employees and directors, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of our code of conduct is available on our website at https://ir.knightscope.com/corporate-governance/governance-overview. We intend to use our website as a method of disclosing any change to, or waiver from, our code of conduct as permitted by applicable SEC and Nasdaq rules.

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Anti-Hedging and Pledging Policy - Prohibition on Short Sales, Hedging and Margin Accounts

Our Insider Trading Policy prohibits our officers, directors and all other employees from (i) engaging in short sales, (ii) transacting in publicly traded options, such as puts, calls and other derivative securities, and (iii) engaging in hedging or monetization transactions, such as zero-cost collars and forward sale contracts. In addition, all of our officers and directors are prohibited from pledging, purchasing or selling our securities in margin accounts. An exception to this prohibition may be granted to pledge Company securities as collateral for a loan (not including margin debt) where the financial capacity to repay the loan without resort to the pledged securities can be clearly demonstrated.

Communications with the Board

Any stockholder or other interested party may contact the Board, including any non-employee director or the non-employee directors as a group, or any individual director or directors, by writing to our Secretary at 305 North Mathilda Avenue, Sunnyvale, California 94085, with a request to forward the communication to the intended recipient or recipients. In general, any stockholder communication delivered to our Secretary for forwarding to the Board or specified Board member or members will be forwarded in accordance with the stockholder’s instructions. However, our Secretary reserves the right not to forward to Board members any abusive, threatening or otherwise inappropriate materials. Information regarding the submission of comments or complaints relating to our accounting, internal accounting controls or auditing matters can be found on our website at www.knightscope.com.

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EXECUTIVE OFFICERS

The following table provides information regarding our executive officers:


Name	Title/Position	Age
William (“Bill”) Santana Li	Chairman, Chief Executive Officer, and President	55
Apoorv S. Dwivedi	EVP, Chief Financial Officer, and Secretary	44
Mercedes Soria	EVP and Chief Intelligence Officer / Chief Information Security Officer (“CISO”)	51
Aaron J. Lehnhardt	EVP and Chief Design Officer	52

Executive Officers

William (“Bill”) Santana Li. Mr. Li’s business background information is set forth under “Nominees for Election as Directors” above.

Apoorv S. Dwivedi has served as the Executive Vice President and Chief Financial Officer of Knightscope, Inc. since January 2024, and was appointed Secretary in April 2024. He brings over 20 years of financial leadership experience spanning capital markets, corporate finance, strategic planning, and operational execution across both public and private companies. From 2022 to 2023, Mr. Dwivedi served as Chief Financial Officer of Nxu, Inc. an energy storage and charging solutions technology company he took public in 2022. Prior to Nxu, Mr. Dwivedi served as Director of Finance at Cox Automotive, an automotive services and technology provider, from 2019 to 2022, where he led the financial operations for the Manheim Logistics business. His previous roles include Director of Presales in the finance solutions group at Workiva, and several senior finance positions at General Electric Company from 2010 to 2017 across its GE Capital and GE Industrial businesses. Mr. Dwivedi began his career at ABN AMRO and later helped establish one of the first data analytics teams at Sears Holdings Company, positioning him at the intersection of finance and technology early in his career. He holds a Bachelor’s degree in Finance from Loyola University Chicago and a Master of Business Administration from the Yale School of Management.

Mercedes Soria has served as our EVP and Chief Intelligence Officer since May 2013 and our CISO since April 2024, and has been with Knightscope since April 2013. Ms. Soria is a technology professional with over 15 years of experience in systems development, life cycle management, project leadership, software architecture and web applications development. Ms. Soria led IT strategy development at Carbon Motors Corporation, which focused on specialty vehicle development for law enforcement, from 2011 until 2013. From 2002 to 2010, Ms. Soria was Channel Manager and Software Development Manager for internal operations at Deloitte & Touche LLP. From 1998 to 2002, Ms. Soria worked as a software developer at Gibson Musical Instruments leading the effort to establish its online presence. Ms. Soria obtained Bachelor’s and Master’s degrees in Computer Science from Middle Tennessee State University with honors, as well as an Executive Master of Business Administration from Emory University. She is also a certified Six Sigma green belt professional and a member of the Society of Hispanic Professional Engineers. She is married to William Santana Li, the Company’s Chairman, Chief Executive Officer and President.

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Aaron J. Lehnhardt has served as our Chief Design Officer since November 2015. Previously, from the Company’s inception in April 2013 until November 2015, Mr. Lehnhardt served as Chief Designer of the Company. From 2002 to April 2013, Mr. Lehnhardt was the co-owner of Lehnhardt Creative LLC where he worked on advanced propulsion vehicle design, personal electronics, product design, video game design, and concept development work. From 2004 to 2011, Mr. Lehnhardt was Chief Designer at California Motors (“Calmotors”), where he led the design for various concepts for HyRider hybrid vehicles, the Calmotors 1000 horsepower hybrid super car, Terra Cruzer super off-road vehicle, multiple vehicles for the U.S. Military, and various other hybrid and electric vehicles. He was also the lead designer and partner of Ride Vehicles LLC, a sister company to Calmotors, which worked on a 3-wheeled, standup personal mobility vehicle.

Family Relationships

There are no family relationships among any of our directors and executive officers, except that William Santana Li, our Chairman, Chief Executive Officer, and President, is married to Mercedes Soria, our EVP and Chief Intelligence Officer / CISO.

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EXECUTIVE COMPENSATION

2024 Summary Compensation Table

The following table sets forth certain information with respect to total annual compensation for the years indicated for the Company’s named executive officers.


				Option	Executive
				Awards	Benefits	Total
Name and Principal Position	Year	Salary ($)	Bonus⁽¹⁾	($)⁽²⁾	($)⁽³⁾	($)
William Santana Li	2024	505,000	500,000	1,218,800	1,593	2,225,393
Chairman, Chief Executive Officer and President	2023	493,346	—	586,031	1,173	1,080,550

Apoorv Dwivedi	2024	332,500	—	960,000	12,158	1,304,658
EVP, Chief Financial Officer and Secretary

Mercedes Soria	2024	350,000	—	360,000	1,593	711,593
EVP and Chief Intelligence Officer/CISO	2023	341,922	—	199,130	1,173	542,225

(1)

Amounts represent annual cash incentive bonuses earned by our named executive officers based on the achievement of certain pre-established metrics, as described below in the section titled “Annual Bonuses”. Despite partial achievement of performance goals in 2023, no bonuses were ultimately paid in 2024 with respect to 2023 performance, following the Board’s decision in March 2024.

(2)

Amounts reflect the aggregate grant date fair value of stock option grants made in each respective fiscal year computed in accordance with stock-based accounting rules (Financial Accounting Standards Board Accounting Standards Codification Topic 718 Stock Compensation). Assumptions used in the calculations of these amounts are included in Note 6 to our financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2024.

(3)	Amounts represent the incremental cost of the Company paying the employee portion of the named executive officers’ premiums for medical insurance, life insurance and short-term and long-term disability insurance.

Narrative Disclosure to 2024 Summary Compensation Table

The compensation of the Company’s named executive officers is comprised of the following principal elements: (a) base salary; (b) an annual, discretionary cash bonus; and (c) long-term equity incentives- consisting of stock options granted under the 2022 Plan. These principal elements of compensation are described below.

Base Salaries

Base salary is provided as a fixed source of compensation for our named executive officers. Adjustments to base salaries are reviewed annually by the Compensation Committee and may be adjusted from time to time to reflect promotions or other changes in the scope of breadth of the named executive officer’s role or responsibilities, as well as to maintain market competitiveness.

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In 2024, the base salaries of Mr. Li and Ms. Soria were $505,000 and $350,000, respectively. Starting in January 2024, the base salary of Mr. Dwivedi was $350,000 which was established in connection with his appointment as Executive Vice President and Chief Financial Officer of the Company.

Annual Bonuses

Annual bonuses may be awarded based on qualitative and quantitative performance standards and are designed to reward performance of our named executive officers individually. For 2024, the annual bonus metrics were tied to cash available to meet the Company’s budgeted operations. The Compensation Committee set Mr. Li’s 2024 target bonus amount to $500,000. Mr. Li’s bonus was based on monthly measurements and paid throughout 2024 and January 2025 – and based on performance, the Compensation Committee awarded Mr. Li 100% of his target amount.

Long-Term Equity Incentives

Grants made under our 2022 Plan provide continual motivation for our officers, employees, consultants and directors to achieve our business and financial objectives, align their interests with the long-term interests of our stockholders, and provide a long-term retention incentive.

For 2024, our named executive officers were granted option awards with a two-year vesting term, subject to continuous service with the Company through each applicable vesting date. See “2024 Outstanding Equity Awards at Fiscal Year-End” below for additional information regarding the 2024 option grants to the named executive officers.

Other Elements of Compensation

Retirement Savings and Health and Welfare Benefits

We currently maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees.

All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, including medical, dental and vision benefits; medical and dependent care flexible spending accounts; short-term and long-term disability insurance; and life and AD&D insurance. Our named executive officers are eligible for certain enhanced benefits under our medical insurance, life insurance and short-term and long-term disability insurance.

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2024 Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information with respect to outstanding options held by our named executive officers at December 31, 2024. The number of shares underlying the options outstanding have been adjusted to reflect the reverse stock split, which was implemented on September 13, 2024.


	Option Awards
		Number of	Number of
		Securities	Securities
		Underlying	Underlying
		Unexercised	Unexercised		Option	Option
		Options (#)	Options (#)		Exercise	Expiration
Name	Grant Date	Exercisable	Unexercisable		Price ($)	Date
William Santana Li	7/12/2022	4,618	3,044	⁽¹⁾⁽²⁾	152.00	7/11/2032
	7/28/2023	2,710	4,952	⁽¹⁾⁽²⁾	75.50	7/27/2033
	6/11/2024	—	80,000	⁽²⁾⁽⁴⁾	15.24	6/10/2034

Apoorv Dwivedi	4/23/2024	—	40,000	⁽¹⁾⁽⁴⁾	24.00	4/22/2034

Mercedes Soria	11/17/2016	3,740	—	⁽¹⁾⁽³⁾	30.00	11/17/2026
	4/22/2018	4,000	—	⁽¹⁾⁽²⁾	63.00	4/21/2028
	5/9/2019	9,999	—	⁽¹⁾⁽²⁾	62.00	5/9/2029
	2/27/2020	1,999	—	⁽¹⁾⁽²⁾	45.50	2/26/2030
	6/24/2020	699	—	⁽¹⁾⁽²⁾	45.50	6/23/2030
	7/12/2022	1,518	1,019	⁽¹⁾⁽²⁾	152.00	7/11/2032
	7/28/2023	894	1,643	⁽¹⁾⁽²⁾	75.50	7/27/2033
	4/23/2024	—	15,000	⁽¹⁾⁽⁴⁾	24.00	4/22/2034

(1)	The stock option vests and becomes exercisable as to 25% of the shares subject to the option on the first anniversary of the grant date, and vest as to the remaining shares in equal monthly installments over the subsequent 36 months, subject to continuous service as of each vesting date.

(2)	Exercisable for shares of Class A Common Stock.

(3)	Exercisable for shares of Class B Common Stock, which can be subsequently converted to Class A Common Stock on a one-for-one basis.

(4)	The stock option vests and becomes exercisable as to 50% of the shares subject to the option on the first anniversary of the grant date, and 50% of the shares on the second anniversary of the grant date, subject to continuous service as of each vesting date.

Executive Compensation Arrangements

We have entered into employment agreements and confidential information agreements with each of our named executive officers. Each employment agreement sets forth the terms and conditions of each named executive officer’s employment with the Company, including initial base salary, initial bonus opportunity, and eligibility to participate in employee benefit plans.

Under their employment agreements, each named executive officer is also eligible to receive severance payments and benefits upon certain qualifying terminations. If during the period that is one year following a “change in control” (the “change in control period”) (i) the Company terminates the named executive officer’s

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employment with the Company for other than (A) “cause”, (B) death, or (C) “disability” or (ii) the named executive officer resigns for “good reason” (each, as defined in each named executive officer’s employment agreement), the named executive officer is entitled to receive (a) 12 months base salary (payable as a lump sum), (b) 100% of their target bonus (payable as a lump sum), (c) up to 12 months of COBRA payments or reimbursements for themselves and their eligible dependents, and (d) full vesting acceleration of each equity award; provided that any performance goals and other vesting criteria will be deemed achieved at the greater of (x) actual achievement (if determinable) or (y) 100% of target levels, in each case unless otherwise specified in the applicable equity award agreement governing such equity award.

If the named executive officer’s employment with the Company terminates for other than (A) “cause”, (B) death, or (C) “disability” outside of a change in control period, the named executive officer is entitled to receive (a) 6 months base salary continuation, and (b) up to 6 months of COBRA payments or reimbursements for themselves and their eligible dependents.

These severance payments and benefits are subject to the named executive officer executing and not revoking a separation agreement and release of claims.

Equity Award Timing Policies and Practices

We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. In the event material nonpublic information becomes known to the Compensation Committee before granting an equity award, the Compensation Committee will consider such information and use its business judgment to determine whether to delay the grant of equity to avoid any appearance of impropriety.

The following table sets forth information regarding stock option grants made to the named executive officers during fiscal year 2024 within the period commencing four business days prior to or the one business day following the filing by the Company of a Form 10-K, 10-Q or a Form 8-K that discloses material non-public information as required under Item 4.02(x) of Regulation S-K.


Name	Grant Date	Number of Securities Underlying the Award		Exercise Price of the Award ($)		Grant Date Fair Value of the Award	Percentage Change In The Closing Market Price Of The Securities Underlying The Award Between The Trading Day Ending Immediately Prior To The Disclosure Of Material Nonpublic Information And The Trading Day Beginning Immediately Following The Disclosure Of Material Nonpublic Information
Apoorv Dwivedi	4/23/2024	40,000	$	24	$	960,000	(2.188)	%

Mercedes Soria	4/23/2024	15,000	$	24	$	360,000	(2.188)	%

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2024 DIRECTOR COMPENSATION

On February 19, 2024, the Board appointed each of William Billings, Robert Mocny, and Melvin Torrie to serve as members of the Board. As of February 19, 2024, each of Mr. Billings, Mr. Mocny, and Mr. Torrie, have entered into a Board of Directors Agreement, which provides that, as consideration for their services on the Board, each director received upon appointment to the Board, an initial equity award in the form of a stock option for 2,000 shares of the Company’s Class A Common Stock, which were fully vested upon approval. Each non-executive director will be eligible to receive awards under the Company’s equity incentive plans as may be determined from time to time by the Board in its discretion. Mr. Li does not receive compensation for his service on the Board.

The following table summarizes the total compensation earned by each of our non-employee directors who served during 2024


	Fees
	Earned
	or Paid in	Option
	Cash	Awards	Total
Name	($)⁽²⁾	($)⁽¹⁾⁽³⁾	($)
William ("Will") G. Billings	—	48,000	48,000
Robert ("Bob") A. Mocny	—	48,000	48,000
Melvin ("Mel") W. Torrie	—	48,000	48,000
Linda Keene Solomon ⁽⁴⁾	8,333	—	8,333
Patricia L. Watkins ⁽⁴⁾	9,722	—	9,722
Patricia Howell ⁽⁴⁾	9,722	—	9,722

(1)

Amounts reflect the aggregate grant date fair value of grants made in fiscal year 2024 computed in accordance with stock-based accounting rules (Financial Accounting Standards Board Accounting Standards Codification Topic 718 Stock Compensation). Assumptions used in the calculations of these amounts are included in Note 6 to our financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2024.

(2)	The fees presented represent the annual cash fees earned by each director.

(3)	Each of our directors who were serving on the Board as of December 31, 2024 (Mr. Billings, Mr. Mocny, and Mr. Torrie) held 2,000 stock options as of December 31, 2024. Each of Ms. Solomon, Ms. Watkins and Ms. Howell did not hold any stock options as of December 31, 2024.

(4)	On February 19, 2024, each of Patricia Howell, Linda Keene Solomon, and Patricia L. Watkins resigned from the Board.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets out certain information with respect to the beneficial ownership of the voting securities of the Company, as of June 20, 2025, for:

●

each person who we know beneficially owns more than 5% of any class of our voting securities;

●

each of our directors;

●

each of our named executive officers; and

●

all of our directors and executive officers as a group.

Percentage ownership is based on 6,813,231 shares of Class A Common Stock outstanding and 336,759 shares of Class B Common Stock outstanding, in each case, as of June 20, 2025.

We have determined beneficial ownership in accordance with the rules of the SEC. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares subject to options, or other rights, held by such person that are currently exercisable or convertible, or will become exercisable or convertible or will vest within 60 days of June 20, 2025, are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person.

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Unless otherwise indicated, the address of all listed stockholders is c/o Knightscope, Inc., 305 North Mathilda Avenue, Sunnyvale, California 94085. Except as indicated by the footnotes below, we believe that the persons and entities named in the table below have sole voting and investment power with respect to all securities that they beneficially own, subject to applicable community property laws.


					Class B
	Class A Common				Common
	Stock				Stock			Combined
	Beneficially				Beneficially			Voting
	Owned				Owned			Power⁽¹⁾
Name of Beneficial Owner	Number		%		Number	%
5% Stockholders:
William (“Bill”) Santana Li	78,716	⁽²⁾	1.1	%	146,000	42.9	%	14.9	%
NetPosa Technologies (Hong Kong) Limited⁽³⁾	—		—		75,356	22.4	%	7.4	%
Named Executive Officers and Directors:
William (“Bill”) Santana Li	78,716	⁽²⁾	1.1	%	146,000	42.9	%	14.9	%
Mercedes Soria	78,716	⁽²⁾	1.1	%	146,000	42.9	%	14.9	%
Apoorv S. Dwivedi⁽⁴⁾	20,005		*		—	—		*
William G Billings⁽⁵⁾	2,022		*		—	—		*
Robert A. Mocny⁽⁶⁾	2,004		*		—	—		*
Melvin W. Torrie⁽⁷⁾	2,000		*		—	—		*
Aaron J. Lehnhardt⁽⁸⁾	23,263		*		—	—		*
All current executive officers and directors as a group (7 individuals)⁽⁹⁾	128,010		1.8	%	146,000	42.9	%	15.4	%

*	Represents beneficial ownership of less than 1%.

(1)

Percentage of combined voting power represents voting power with respect to all shares of our Class A Common Stock and Class B Common Stock, as a single class. The holders of our Class B Common Stock are entitled to ten votes per share, and holders of our Class A Common Stock are entitled to one vote per share.

(2)

Consists of (i) 1,666 shares of Class A Common Stock; (ii) 140,000 shares of Class B Common Stock; and (iii) 49,713 shares of Class A Common Stock underlying options that are currently exercisable or exercisable within 60 days of May 15, 2025, in each case held by Mr. Li. Also consists of (iv) 2,260 shares of Class B Common Stock shares; (v) 3,740 shares of Class B Common Stock shares that are currently exercisable or exercisable within 60 days of June 20, 2025; and (vi) 27,337 shares of Class A Common Stock underlying options that are currently exercisable or exercisable within 60 days of June 20, 2025, in each case held by Ms. Soria, who is Mr. Li’s wife. The amount of securities reported as beneficially owned by the Mr. Li does not include 150,111 shares of Class A Common Stock underlying warrants over which the Mr. Li has a proxy to vote the shares, once exercised. The warrants are currently exercisable, however Mr. Li does not have the ability to exercise the warrants.

(3)	The address for NetPosa Technologies (Hong Kong) Limited is Suite 1023, 10/F, Ocean Centre, 5 Canton Road, Tsim Sha Tsui, Kowloon Hong Kong.

(4)	Includes 20,000 shares of Class A Common Stock underlying options that are currently exercisable or exercisable within 60 days of June 20, 2025.

(5)	Includes 2,000 shares of Class A Common Stock underlying stock options that are currently exercisable or exercisable within 60 days of June 20, 2025

(6)	Includes 2,000 shares of Class A Common Stock underlying stock options that are currently exercisable or exercisable within 60 days of June 20, 2025

(7)	Includes 2,000 shares of Class A Common Stock underlying stock options that are currently exercisable or exercisable within 60 days of June 20, 2025

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SEC Form DEF 14A filed by Knightscope Inc.