DEF 14A

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

SmartRent, 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 14a-6(i)(1) and 0-11.

SmartRent, Inc.

6811 E. Mayo Blvd., 4th Floor

Phoenix, Arizona 85054

Notice of Annual Meeting of Stockholders

To Be Held On May 12, 2026, at 8:00 a.m. Arizona Time

To the Stockholders of SmartRent, Inc.:

On behalf of our board of directors, it is our pleasure to invite you to attend the 2026 annual meeting of stockholders of SmartRent, Inc., a Delaware corporation. The annual meeting will be held virtually, via live webcast at www.virtualshareholdermeeting.com/SMRT2026, originating from Phoenix, Arizona, on Tuesday, May 12, 2026, at 8:00 a.m. Arizona Time, for the following purposes, as more fully described in the accompanying proxy statement:

To elect two Class II directors to serve until our 2029 annual meeting of stockholders.

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026.

To approve the SmartRent, Inc. 2021 Equity Incentive Plan, as amended and restated, including an increase in the number of shares reserved for issuance thereunder.

To conduct any other business properly brought before the annual meeting.

You will be able to attend the annual meeting as well as vote and submit your questions during the live webcast of the annual meeting by visiting www.virtualshareholdermeeting.com/SMRT2026 and entering the 16-digit control number included in your Notice of Internet Availability of Proxy Materials (the “Notice”), on your proxy card or in the instructions that accompanied your proxy materials. We expect to mail the Notice on or about April 1, 2026. The accompanying proxy statement and our annual report can be accessed directly at the following Internet address: www.proxyvote.com. You will be asked to enter the 16-digit control number located in your Notice, on your proxy card or in the instructions that accompanied your proxy materials.

The record date for the annual meeting is March 18, 2026. Only stockholders of record of our Class A common stock at the close of business on that date may vote at the annual meeting or any adjournment thereof. Further information regarding voting rights and the matters to be voted upon are presented in the accompanying proxy statement.

A list of stockholders entitled to vote will be available for 10 days prior to the annual meeting at our headquarters, 6811 E. Mayo Blvd., 4th Floor, Phoenix, Arizona 85054. If you would like to view the stockholder list, please contact our Investor Relations Department via email at investors@smartrent.com to schedule an appointment. In addition, a list of stockholders of record will be available during the annual meeting for inspection by stockholders of record for any legally valid purpose related to the annual meeting at www.virtualshareholdermeeting.com/SMRT2026.

By Order of the Board of Directors

/s/ Frank Martell
Frank Martell
Chief Executive Officer and Director

Phoenix, Arizona
April 1, 2026

YOUR VOTE IS IMPORTANT. Whether or not you expect to attend the annual meeting, we urge you to vote and submit your proxy by following the voting procedures described in the proxy card. Even if you have voted by proxy, you may still vote during the annual meeting. Please note, however, that if your shares are held of record by a broker, bank, or other agent and you wish to vote during the annual meeting, you must follow the instructions from your broker, bank, or other agent.

TABLE OF CONTENTS


		Page


QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS, VOTING, AND THE ANNUAL MEETING		1
NON-EMPLOYEE DIRECTOR COMPENSATION		28
EXECUTIVE OFFICERS		31
EXECUTIVE COMPENSATION		32
STOCK OWNERSHIP INFORMATION OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		57
DELINQUENT SECTION 16(A) REPORTS		59
RELATED PARTY TRANSACTIONS		59
MATTERS TO COME BEFORE THE ANNUAL MEETING		61
PROPOSAL 1: ELECTION OF CLASS II DIRECTORS		61
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		62
PROPOSAL 3: APPROVAL OF THE SMARTRENT, INC. 2021 EQUITY INCENTIVE PLAN, AS AMENDED AND RESTATED, INCLUDING AN INCREASE IN THE NUMBER OF SHARES RESERVED FOR ISSUANCE THEREUNDER		64
REPORT OF THE AUDIT COMMITTEE		84
OTHER MATTERS		85
APPENDIX A		86
APPENDIX B		1

SMARTRENT, INC.

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

SEC Form DEF 14A filed by SmartRent Inc.