UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-2

VirnetX Holding Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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VirnetX Holding Corporation 308 Dorla Court Zephyr Cove, NV 89448 www.virnetx.com April 24, 2026

To the Stockholders of VirnetX Holding Corporation:

You are cordially invited to attend the 2026 annual meeting of stockholders and any adjournment or postponement thereof (the “Annual Meeting”) of VirnetX Holding Corporation (“VirnetX,” the “Company,” “we,” “us,” or similar term) to be held on Thursday, June 11, 2026, at 10:00 a.m. Pacific Time. The Annual Meeting will be held in virtual format, by which you will be able to listen to the meeting live, vote and submit questions limited to the proposals described in the proxy statement accompanying this letter (the “Proxy Statement”). How you may attend the Annual Meeting depends on whether you are a beneficial owner or registered stockholder.

If you are a beneficial owner (that is, if your shares are held at a brokerage): You must email admin@virnetx.com no later than Wednesday, June 10, 2026, at 11:59 p.m. Eastern Time for verification by the Company. Following verification, you will receive a control identification number and a company-issued password.

•	To attend the meeting, visit https://edge.media-server.com/mmc/go/VHC2026AGM, where you will be asked to enter the control identification number and password received from us.

•	To vote, visit https://www.proxyvote.com/, where you will be asked to enter the control identification number located on your proxy card, received from Broadridge Financial Solutions, Inc.

If you are a registered stockholder: You must also email admin@virnetx.com no later than Wednesday, June 10, 2026, at 11:59 p.m. Eastern Time for verification by the Company. Following verification, you will receive your meeting credentials.

•	To attend the meeting, visit https://edge.media-server.com/mmc/go/VHC2026AGM, where you will be asked to enter the meeting credentials received from us.

•	To vote, visit www.iproxydirect.com/VHC, where you will be asked to enter the control identification number, request identification number, and password located on your Notice of Internet Availability (Notice and Access) Card, received from Equiniti Trust Company, LLC.

Prior to the Annual Meeting, you may also submit questions relating to the proposals and VirnetX’s business generally by emailing info@virnetx.com no later than Wednesday, June 10, 2026, at 11:59 p.m. Eastern Time. We will review these questions and will seek to answer as many as possible in the time allotted for the meeting.

At the Annual Meeting, we will ask you to consider the following proposals:

1.	To elect Kendall Larsen and Gary W. Feiner as our Class I directors;

2.	To ratify the appointment of Farber Hass Hurley LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

3.	To approve, on a non-binding advisory basis, the compensation paid to our named executive officers;

4.	To approve an amendment to our Amended and Restated 2013 Equity Incentive Plan to increase the share reserve; and

5.	To transact such other business that may properly come before the Annual Meeting.

Our board of directors (the “Board”) has fixed the close of business on April 16, 2026 as the record date for the Annual Meeting (the “Record Date”). Only stockholders of record as of the Record Date may vote at the Annual Meeting. Further information regarding voting rights and matters to be voted upon is presented in the accompanying Proxy Statement.

On or about April 24, 2026, we expect to mail to our stockholders of record as of the Record Date a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”) online.

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The Notice provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail. The Proxy Statement and the Annual Report can be accessed directly at www.iproxydirect.com/VHC. Please reference the instructions mentioned above and enter the control identification number, request identification number and password located on your Notice of Internet Availability (Notice and Access) Card or proxy card as applicable.

Our Proxy Statement, Proxy Card and Annual Report for the year ended December 31, 2025 are available at www.iproxydirect.com/VHC.


	YOUR VOTE IS IMPORTANT TO US. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD OR VOTING INSTRUCTION CARD AS INSTRUCTED OR VOTE BY TELEPHONE OR USING THE INTERNET AS INSTRUCTED ON THE PROXY CARD OR VOTING INSTRUCTION CARD.

Sincerely,

Kendall Larsen

Chairman of the Board of Directors

Zephyr Cove, Nevada

April 24, 2026

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 11, 2026

On Thursday, June 11, 2026, VirnetX Holding Corporation will hold its Annual Meeting at 10:00 a.m. Pacific Time. How you may attend the Annual Meeting depends on whether you are a beneficial owner or registered stockholder.

•	To attend the meeting, visit https://edge.media-server.com/mmc/go/VHC2026AGM, where you will be asked to enter the control identification number and password received from us.

•	To vote, visit https://www.proxyvote.com/, where you will be asked to enter the control identification number located on your proxy card, received from Broadridge Financial Solutions, Inc.

If you are a registered stockholder: You must email admin@virnetx.com no later than Wednesday, June 10, 2026, at 11:59 p.m. Eastern Time for verification by the Company. Following verification, you will receive your meeting credentials.

•	To attend the meeting, visit https://edge.media-server.com/mmc/go/VHC2026AGM, where you will be asked to enter the meeting credentials received from us.

•	To vote, visit www.iproxydirect.com/VHC, where you will be asked to enter the control identification number, request identification number, and password located on your Notice of Internet Availability (Notice and Access) Card, received from Equiniti Trust Company, LLC.

Prior to the Annual Meeting, you may submit questions relating to the proposals and VirnetX’s business generally by emailing info@virnetx.com no later than Wednesday, June 10, 2026, at 11:59 p.m. Eastern Time. We will review these questions and will seek to answer as many as possible in the time allotted for the meeting.

The Annual Meeting will be held for the following purposes:

1.	To elect Kendall Larsen and Gary W. Feiner as our Class I directors;

2.	To ratify the appointment of Farber Hass Hurley LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

3.	To approve, on a non-binding advisory basis, the compensation paid to our named executive officers;

4.	To approve an amendment to our Amended and Restated 2013 Equity Incentive Plan to increase the share reserve; and

5.	To transact such other business that may properly come before the Annual Meeting.

The foregoing items of business are further described in the proxy statement accompanying this notice (the “Proxy Statement”). Included with the Proxy Statement is a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2026 (the “Annual Report”). We encourage you to read the Annual Report. It includes our audited financial statements and information about our operations, markets and products. The close of business on April 16, 2026 has been fixed by our Board as the record date for the determination of stockholders entitled to notice of, and to vote at, our Annual Meeting (the “Record Date”). As of the Record Date, there were 4,185,852 shares of common stock issued and outstanding. Stockholders of record as of the Record Date may vote at the Annual Meeting.

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Your vote is important to us. Whether or not you plan to attend the meeting, please complete, sign, date and return the proxy card or voting instruction card as instructed or vote by telephone or using the internet as instructed on the proxy card or voting instruction card. Returning the proxy card, voting online or voting by telephone will ensure your representation at the meeting, but does not deprive you of your right to attend the meeting and vote your shares. The Proxy Statement explains more about the proxy voting process. Please read it carefully. We look forward to your attendance at the Annual Meeting.

Kathleen Larsen

Corporate Secretary

Zephyr Cove, Nevada

April 24, 2026

Our Proxy Statement, Proxy Card and Annual Report for the year ended December 31, 2025 are available at www.iproxydirect.com/VHC.

YOUR VOTE IS IMPORTANT TO US.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE

COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD OR VOTING INSTRUCTION

CARD AS INSTRUCTED OR VOTE BY TELEPHONE OR USING THE INTERNET AS

INSTRUCTED ON THE PROXY CARD OR VOTING INSTRUCTION CARD.

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PROXY STATEMENT			2
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING			2
IMPORTANT ADDITIONAL VOTING INFORMATION FOR THE ANNUAL MEETING			9
BOARD OF DIRECTORS			10
Director Nominees and Continuing Directors			10
Role of the Board			12
Board Leadership Structure			12
Risk Oversight			12
Composition of the Board			14
Board and Committee Meetings and Annual Meeting Attendance			14
Committees of the Board			15
Communications with the Board			18
Director Compensation			18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			21
PROPOSAL I: ELECTION OF THE CLASS I DIRECTORS			22
PROPOSAL II: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			23
PROPOSAL III: ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS			25
PROPOSAL IV: APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN			26
EXECUTIVE OFFICERS			35
EXECUTIVE COMPENSATION AND OTHER MATTERS			35
Named Executive Officers’ Compensation Decisions for 2025			37
Summary Compensation Table			41
Outstanding Equity Awards at 2025 Fiscal Year End			41
Potential Payments Upon Termination or Change in Control			42
Pay Versus Performance			44
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE AND DELINQUENT 16(a) REPORTS			46
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			47
AUDIT COMMITTEE REPORT			49
OTHER BUSINESS			50
AVAILABILITY OF FORM 10-K			50
ANNUAL MEETING INSTRUCTIONS			51

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ANNUAL MEETING OF STOCKHOLDERS

VIRNETX HOLDING CORPORATION

PROXY STATEMENT

The Board of Directors (the “Board”) of VirnetX Holding Corporation (“we,” “us,” the “Company” or “VirnetX”) is providing these proxy materials to you for use in connection with the 2026 annual meeting of stockholders to be held on Thursday, June 11, 2026 at 10:00 a.m. Pacific Time, and at any postponement or adjournment thereof (the “Annual Meeting”). For instructions on how to attend the Annual Meeting, please see the section titled “Annual Meeting Instructions.”

Stockholders of record as of April 16, 2026 (the “Record Date”) are invited to attend the Annual Meeting and are asked to vote on the proposals described in this proxy statement (the “Proxy Statement”).

The Notice of Internet Availability (the “Notice”) will be first mailed to stockholders of record as of the Record Date on or about April 24, 2026. These proxy solicitation materials combined with the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”), including financial statements, were first made available online, on or about April 24, 2026. Our principal executive offices are located at 308 Dorla Court, Zephyr Cove, Nevada 89448, and our telephone number is (775) 548-1785. We maintain a website at www.virnetx.com. The information on our website is not incorporated by reference in the Proxy Statement.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS

AND THE ANNUAL MEETING

Q:	Why am I receiving these materials?

We have made these materials available to you online or, upon your request, have delivered versions of these materials to you by mail or email, in connection with our solicitation of proxies for use at the Annual Meeting, which will take place on Thursday, June 11, 2026. As a VirnetX stockholder as of the Record Date, you are invited to attend the Annual Meeting and are entitled to and requested to vote on the items of business described in the Proxy Statement.

Q:	Why did I receive a one-page notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials online. Accordingly, the Notice containing instructions on how to access our proxy materials is first being mailed on or around April 24, 2026. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

Q:	What is included in the proxy materials?

A:	The proxy materials include:

•	the Proxy Statement; and

•	the Annual Report, which includes our audited consolidated financial statements.

If you requested printed versions of these materials by mail, these materials also include the proxy card or voting instruction card for the Annual Meeting.

Q:	How can I get electronic access to the proxy materials?

A:	The Notice will provide you with instructions regarding how to:

•	view our proxy materials for the Annual Meeting online; and

•	instruct us to send future proxy materials to you electronically by email.

Choosing to access the proxy materials on the internet or receive future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the

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environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.

Q:	How may I obtain the Annual Report?

Stockholders may request a free copy of the Annual Report by writing to us at P.O. Box 439, Zephyr Cove, NV 89448 (Attention: Investor Relations). You may also obtain a copy free of charge from our website at www.virnetx.com. You may also obtain a copy of the Annual Report filed with the SEC on March 24, 2026 online at www.sec.gov.

Q:	Who pays for the expenses of soliciting proxies and what are the means of solicitation?

The expenses associated with the Company’s solicitation of proxies for the Annual Meeting are to be paid by the Company. Such solicitation of proxies may be made by means of personal calls to, or telephonic, facsimile or electronic communications with, stockholders or their representatives by our directors, officers and employees, who will not be specially compensated for such services. We may, on request, reimburse brokerage firms and other nominees for their expenses in forwarding proxy materials to beneficial owners.

Q:	How can I attend the Annual Meeting?

A:	The Annual Meeting will be a completely virtual meeting of stockholders, which we believe provides the opportunity for participation by a broader group of stockholders while reducing the environmental impact and the costs associated with in-person meetings.

How you may attend the Annual Meeting depends on whether you are a beneficial owner or registered stockholder.

•	To attend the meeting, visit https://edge.media-server.com/mmc/go/VHC2026AGM, where you will be asked to enter the control identification number and password received from us.

•	To vote, visit https://www.proxyvote.com/, where you will be asked to enter the control identification number located on your proxy card, received from Broadridge Financial Solutions, Inc.

•	To attend the meeting, visit https://edge.media-server.com/mmc/go/VHC2026AGM, where you will be asked to enter the meeting credentials received from us.

•	To vote, visit www.iproxydirect.com/VHC, where you will be asked to enter the control identification number, request identification number, and password located on your Notice of Internet Availability (Notice and Access) Card, received from Equiniti Trust Company, LLC.

We designed the format of the virtual Annual Meeting to ensure that our stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation and communication through online tools. The virtual format facilitates stockholder attendance and participation by enabling stockholders to participate fully and equally from any location around the world. During the meeting, you will have the ability to submit questions real-time via the virtual meeting website. Prior to the meeting, you may also submit questions relating to the proposals and VirnetX’s business generally by emailing info@virnetx.com no later than Wednesday, June 10, 2026, at 11:59 p.m. Eastern Time. We will review these questions and will seek to answer as many as possible in the time allotted for the meeting.

The Annual Meeting webcast will begin promptly at 10:00 a.m., Pacific Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:45 a.m. Pacific Time, and you should allow ample time for the check-in procedures.

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Q:	Who is entitled to vote at the Annual Meeting?

Stockholders who our records show owned shares of VirnetX as of the close of business on the Record Date may vote at the Annual Meeting. On the Record Date, we had a total of 4,185,852 shares of common stock outstanding. The stock transfer books will not be closed between the Record Date and the date of the Annual Meeting.

Q:	What is the difference between holding shares as a registered stockholder and as a street name stockholder?

Registered Stockholders. If your shares are registered directly in your name with VirnetX’s transfer agent, you are considered the stockholder of record with respect to those shares, and the Proxy Statement was provided to you directly. As a stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on a proxy card or to vote at the Annual Meeting.

Street Name Stockholders. If your shares are held by a broker, bank or other nominee, you are considered the beneficial owner of shares held in street name and the Proxy Statement should be forwarded to you by your broker, bank or other nominee, who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee. If you request a printed copy of the proxy materials by mail, your broker, bank or other nominee will provide a voting instruction card for you to use.

Q:	What am I voting on?

A:	Our stockholders will vote on the following matters at the Annual Meeting:

1.	Election of Kendall Larsen and Gary W. Feiner, as our Class I directors;

2.	Ratification of the appointment of Farber Hass Hurley LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

3.	An advisory vote on the compensation paid to our named executive officers;

4.	Approval of an amendment to our Amended and Restated 2013 Equity Incentive Plan (the “Plan”) to increase the share reserve; and

5.	Any other business that may properly come before the Annual Meeting.

Q:	How does the Board recommend I vote on these proposals?

A:	The Board recommends a vote:

1.	FOR the election of Kendall Larsen and Gary W. Feiner, as our Class I directors;

2.	FOR the ratification of the appointment of Farber Hass Hurley LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

3.	FOR the approval of the compensation of our named executive officers; and

4.	FOR the approval of an amendment to our Plan to increase the share reserve.

Q:	How do I vote?

You may either vote “FOR” or “WITHHOLD” your vote on each of the nominees to the Board. For each of the proposals related to (i) ratification of Farber Hass Hurley LLP as our independent registered public accounting firm; (ii) compensation of our named executive officers; and (iii) the approval of an amendment to our Plan to increase the share reserve, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

Registered Stockholders: Registered stockholders may vote by one of the following methods:

•	At the Annual Meeting. Stockholders who attend the Annual Meeting may vote at the Meeting. Please see “How can I attend the Annual Meeting?” above for further information;

•	By Mail. If printed copies of the proxy materials were mailed to you, you can complete, sign and date the proxy card and return it in the prepaid envelope provided;

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•	By Telephone. Stockholders of record as of the Record Date who live in the United States or Canada may submit proxies by following the “Vote by Phone” instructions on their proxy cards or the Notice or by following the voting instructions provided by email or over the internet; or

•	Online. Stockholders of record with internet access may submit proxies via the internet by following the “Vote by Internet” instructions described in the Notice.

Please note that online and telephone voting facilities for registered stockholders will close at 11:59 p.m. Eastern Time on Wednesday, June 10, 2026.

Street Name Stockholders: If your shares are held by a broker, bank or other nominee, you should have received instructions from your broker, bank or other nominee on how to vote or instruct your broker, bank or other nominee to vote your shares. Please follow their instructions carefully. Also, please note that if the holder of record of your shares is a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must request and obtain a legal proxy from your broker, bank or other nominee.

Street name stockholders may generally vote by one of the following methods:

•	By Mail. If printed copies of the proxy materials were mailed to you, you may vote by signing, dating and returning your voting instruction card in the enclosed pre-addressed envelope provided to you;

•

By Methods Listed on Voting Instruction Card. Please refer to your voting instruction card or other information provided by your bank, broker or other nominee to determine whether you may vote by telephone or electronically on the internet, and follow the instructions on the voting instruction card or other information provided by the record holder; or

•

At the Annual Meeting with a Proxy from the Record Holder. A street name stockholder who wishes to vote at the Annual Meeting will need to obtain a legal proxy from his or her broker, bank or other nominee. Please consult the voting instruction card provided to you by your broker, bank or other nominee to determine how to obtain a legal proxy in order to vote at the Annual Meeting.

Q:	How many votes do I have?

A:	On each matter to be voted upon, you have one vote for each share of common stock you own as of the Record Date. Stockholders may not cumulate votes.

Q:	Will there be any other items of business on the agenda?

We do not know of any business to be considered at the Annual Meeting other than the proposals described in the Proxy Statement. However, if any other business is properly presented at the Annual Meeting pursuant to guidelines described in our bylaws, the accompanying proxy gives discretionary authority to the persons named on the proxy with respect to any other matters that might be brought before the Annual Meeting. Such matters include, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place, including without limitation, for the purpose of soliciting additional proxies.

Q:	If I submit a proxy, how will it be voted?

When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, and you sign and return your proxy card with no further instructions, the shares will be voted in accordance with the recommendations of the Board, as follows:

1.	FOR the election of Kendall Larsen and Gary W. Feiner as our Class I directors;

2.	FOR the ratification of the appointment of Farber Hass Hurley LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

3.	FOR the approval of the compensation paid to our named executive officers; and

4.	FOR the approval of an amendment to our Plan to increase the share reserve.

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Q:	Can I change my vote after submitting my proxy?

A:	Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy by:

•	submitting another properly completed proxy card with a later date;

•	sending a written notice that you are revoking your proxy to VirnetX Holding Corporation, P.O. Box 439, Zephyr Cove, Nevada 89448;

•	voting again on a later date online or by telephone (only your latest online or telephone proxy submitted prior to the Annual Meeting will be counted);

•	attending the Annual Meeting and voting (attendance at the Annual Meeting will not by itself revoke a previously granted proxy); or

•	submitting new voting instructions to your broker, bank or other nominee.

If you are a beneficial owner of shares held in street name, you may change your vote:

•	if you have obtained a legal proxy from the broker, bank or other nominee that holds your shares giving you the right to vote the shares, by attending the Annual Meeting and voting (attendance at the Annual Meeting will not by itself revoke a previously granted proxy).

Q:	How are votes counted?

For Proposal I – Election of the Class I Directors, you may vote “FOR” any of the nominees or your vote may be “WITHHELD” with respect to any of the nominees. Votes that are withheld will be excluded entirely and will have no effect in the election of a director. If you hold your shares in street name, please note that your broker, bank or other nominee may not vote your shares for Proposal I without instructions from you. Thus, if you hold your shares in street name and you do not instruct your broker, bank or other nominee how to vote for the election of the Class I directors, no votes will be cast on your behalf, but your proxy will be counted for the purpose of establishing a quorum.

Directors shall be elected by a plurality of the shares present in person (including virtually) or represented by proxy and entitled to vote on the election of the director. This means the director nominee receiving the highest number of votes cast by the shares present (including virtually) or by proxy and entitled to vote at the Annual Meeting on this matter will be elected to the Board. Votes that are withheld and broker non-votes will be excluded entirely and will have no effect in the election of the director.

For Proposal II – Ratification of Farber Hass Hurley LLP as our Independent Registered Public Accounting Firm, you may vote “FOR,” “AGAINST” or “ABSTAIN.” If you abstain from voting on Proposal II, your shares will be counted as present and entitled to vote for the purpose of establishing a quorum and your abstention will have the same effect as a vote against the proposal. If you hold your shares in street name, your broker, bank or nominee will have discretionary authority to vote on Proposal II if they do not receive instructions from you.

Ratification of Farber Hass Hurley LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 will require the affirmative vote of a majority of the shares present (including virtually) or by proxy and entitled to vote at the Annual Meeting on this matter. Abstentions will have the same effect as a vote “against” the ratification of Farber Hass Hurley LLP as our independent registered public accounting firm, and broker non-votes will have no effect. Because this is a routine proposal, we do not expect any broker non-votes on this proposal.

For Proposal III – Advisory Vote to Approve the Compensation of Named Executive Officers, you may vote “FOR,” “AGAINST” or “ABSTAIN.” If you abstain from voting on Proposal III, your shares will be counted as present and entitled to vote for the purpose of establishing a quorum and your abstention will have the same effect as a vote against the proposal. If you hold your shares in street name, your broker, bank or other nominee may not vote your shares on Proposal III without instructions from you. Thus, if you hold your shares in street name and you do not instruct your broker how to vote with regard to Proposal III, no votes will be cast on your behalf, but your proxy will be counted for the purpose of establishing a quorum.

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The approval, on an advisory basis, of the compensation of our named executive officers requires the affirmative vote of a majority of the shares present (including virtually) or by proxy and entitled to vote at the Annual Meeting on this matter. Abstentions will have the effect of a vote “against” this proposal, and broker non-votes will have no effect.

As an advisory vote, the result of this proposal is non-binding. Although the vote is non-binding, our Board and our compensation committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

For Proposal IV – Approval of an Amendment to the Amended and Restated 2013 Equity Incentive Plan, you may vote “FOR,” “AGAINST” or “ABSTAIN.” If you abstain from voting on Proposal IV, your shares will be counted as present and entitled to vote for the purpose of establishing a quorum and your abstention will have the same effect as a vote against the proposal. If you hold your shares in street name, your broker, bank or other nominee may not vote your shares on Proposal IV without instructions from you. Thus, if you hold your shares in street name and you do not instruct your broker how to vote with regard to Proposal IV, no votes will be cast on your behalf, but your proxy will be counted for the purpose of establishing a quorum.

The approval of an amendment to our Plan to the share reserve will require the affirmative vote of a majority of the shares present (including virtually) or by proxy and entitled to vote at the Annual Meeting on this matter. Abstentions will have the same effect of a vote “against” the amendment to our Plan and broker non-votes will have no effect.

Finally, if you sign and return your proxy card with no further instructions, your shares will be counted as a vote “FOR” Kendall Larsen and Gary W. Feiner as our Class I director nominees; “FOR” the ratification of the appointment of Farber Hass Hurley LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; “FOR” an advisory vote to approve the compensation of our named executive officers; and “FOR” an amendment to our Plan to increase the share reserve. In addition, the proxy also delegates discretionary authority to vote with respect to any other business which may properly come before the Annual Meeting or any adjournment or postponement thereof.

Q:	What is the quorum requirement?

A:	A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares of common stock are represented by stockholders as of the Record Date present at the meeting (including virtually) or by proxy.

Your shares will be counted towards the quorum only if you submit a valid proxy or if you vote at the Annual Meeting. Abstentions will be counted towards the quorum requirement. If there is no quorum, a majority of the votes present at the meeting may adjourn the meeting to another date.

Q:	What effect do abstentions and broker non-votes have on quorum requirements?

A:	Abstentions and broker non-votes are counted as present for establishing a quorum for the transaction of business at the Annual Meeting. A “broker non-vote” occurs when a broker votes on a matter it does not have authority to vote on.

Under the rules that govern brokers who have record ownership of shares that are held in “street name” for their clients, the beneficial owners of the shares, brokers have discretion to vote these shares on routine matters but not on non-routine matters. If you hold common stock through a broker and you have not given voting instructions to the broker, the broker will be prevented from voting shares on non-routine matters, resulting in a “broker non-vote.” Thus, if you do not otherwise instruct your broker, the broker may turn in a proxy card voting your shares on routine matters but expressly instructing that the broker is NOT voting on non-routine matters. Ratification of our independent registered public accounting firm (Proposal II) contained in this Proxy Statement is considered a routine matter. However, Proposals I, III and IV are considered non-routine matters.

Brokers do not have discretionary authority to vote on the non-routine matters, so it is very important that you instruct your broker how to vote with respect to these proposals.

Q:	I share an address with another stockholder, and we received only one copy of the Notice. How may I obtain an additional copy of the Notice or proxy materials?

A:	In an effort to reduce printing costs and postage fees, we have adopted a practice approved by the SEC called “householding.” Under this practice, stockholders who have the same address and last name and do not participate

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in electronic delivery of proxy materials will receive only one copy of the Notice or our proxy materials if a full set is requested, unless one or more of these stockholders notifies us that he or she wishes to continue receiving individual copies. Stockholders who participate in householding will continue to receive separate proxy cards.

If you share an address with another stockholder and received only one Notice or set of proxy materials from us and would like to request a separate copy of these materials, please: (1) mail your written request to VirnetX Holding Corporation, P.O. Box 439, Zephyr Cove, Nevada 89448 (Attention: Investor Relations), or (2) call our Investor Relations department at (775) 548-1785. Additional copies of the proxy materials will be sent promptly after receipt of your request. Similarly, you may also contact us if you received multiple copies of our proxy materials and would prefer to receive a single copy in the future.

Q:	What does it mean if I receive more than one Notice?

A:	It means that you hold shares in more than one account. To the extent that you would like to vote all of your shares in favor of the Board’s recommendations, sign, date and return each proxy card.

Q:	Who tabulates the votes and how will I know the results of the voting at the Annual Meeting?

A:	The votes will be tabulated by an independent inspector of election, who will be a representative of Equiniti Trust Company, LLC.

Q:	How do I contact the Board?

A:	You can send written communications to the Board or any individual director in accordance with our bylaws, addressed to:

Board of Directors, Nominating and Corporate Governance Committee,

or name of individual director

c/o Corporate Secretary

VirnetX Holding Corporation

P.O. Box 439

Zephyr Cove, Nevada 89448

Our Corporate Secretary will then direct such communications (except for solicitations or other matters unrelated to us) to the relevant director(s).

Q:	Where are your principal executive offices?

A:	Our principal executive offices are located at 308 Dorla Court, Zephyr Cove, Nevada 89448. Our telephone number is (775) 548-1785.

Q:	How do I submit a stockholder proposal for the 2027 Annual Meeting of Stockholders?

Stockholders may present proper proposals for inclusion in the Company’s proxy statement and for consideration at the next annual meeting of its stockholders by submitting their proposals in writing to the Company in a timely manner. In order to be included in the proxy statement for the 2027 annual meeting of stockholders (“2027 Annual Meeting”), stockholder proposals must be received by the Company no later than December 25, 2026 and must otherwise comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In addition, the Company’s bylaws establish an advance notice procedure for stockholders who wish to present certain matters, including the nomination of directors, before an annual meeting of stockholders without including those matters in the Company’s proxy statement. In general, such proposals, including the information required by the Company’s bylaws, must be received by the Company no earlier than February 11, 2027 and no later than March 13, 2027.

If the date of the stockholder meeting is moved more than 25 days from the anniversary of the prior year’s annual meeting and less than 100 days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, the Company’s advance notice procedure requires that such proposal including certain information,

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as described in the Company’s bylaws, must be received by the Company not later than the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Our Bylaws have been publicly filed with the SEC and can be obtained online at www.sec.gov.

If a stockholder fails to give notice of a stockholder proposal as required by our bylaws or other applicable requirements, then the proposal will not be included in the proxy statement for our 2027 Annual Meeting and the stockholder will not be permitted to present the proposal to the stockholders for a vote at our 2027 Annual Meeting.

Q:	What if I need to change my mailing address?

A:	You may contact our transfer agent, Equiniti Trust Company, LLC, by telephone at (866) 877-6270, or by facsimile at (866) 729-7680, if you need to change your mailing address.

IMPORTANT ADDITIONAL VOTING INFORMATION FOR THE ANNUAL MEETING

Broker Voting

Stockholders who hold shares of the Company through a broker, bank or other nominee receive proxy materials before each stockholder meeting. Your broker is not permitted to vote on your behalf on Proposal I, III and IV unless you follow the instructions provided by your broker. For your vote to be counted, you will need to communicate your voting decisions to your broker, bank or other nominee before the date of the Annual Meeting.

Your Participation in Voting the Shares You Own Is Important

Voting your shares is important to ensure that you have a say in the governance of the Company and to fulfill the objectives of the plurality voting standard that we apply in the election of directors. Please review the proxy materials and follow the instructions on the proxy card to vote your shares. We hope you will exercise your rights and fully participate as a stockholder in the Company’s future.

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BOARD OF DIRECTORS

The Board is presently composed of five members: Michael F. Angelo, Gary W. Feiner, Kendall Larsen, Thomas M. O’Brien and Heidy Chow. Mr. Larsen serves as Chairman of the Board of Directors.

Our Amended and Restated Certificate of Incorporation provides that the directors on our Board shall be divided into three classes, with the classes serving for staggered, three-year terms. Currently, we have two Class I directors, two Class II directors and one Class III director. One class is elected each year at the annual meeting of stockholders. The term of each class of directors expires as follows: Class I at the Annual Meeting, Class II at the annual meeting of stockholders in 2027, and Class III at the annual meeting of stockholders in 2028. Each director shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal.

Director Nominees and Continuing Directors

Set forth below is the name and certain information about our Class I director nominees. The names of, and certain information about, the current Class II and Class III directors with unexpired terms are also set forth below. All information is as of April 16, 2026.

Name

Age

Class

Current

Term

Expires

Position

Director

Since

Director Nominee

Kendall Larsen

2026

President, Chief Executive Officer and

Chairman of the Board of Directors

2007

Gary W. Feiner

2026

Director

2014

Continuing Directors

Thomas M. O’Brien

2027

Director

2007

Heidy Chow

2027

Director

2024

Michael F. Angelo

III

2028

Director

2007

Director Nominee

Class I Directors

Kendall Larsen has been Chairman of the Board, President and Chief Executive Officer since July 5, 2007 and held the same positions with VirnetX Inc. since its inception in August 2005. Mr. Larsen does not hold director positions with any other reporting or registered investment companies. From April 2003 to July 2005, Mr. Larsen focused on pre-incorporation activities related to VirnetX Inc. From April 2002 to April 2003, Mr. Larsen was a Limited Partner at Osprey Ventures, L.P., a venture fund that makes investments primarily in business and consumer technology companies. From October 2000 to April 2002, he was Senior Vice President and General Manager of the Security Products Division of Phoenix Technologies Ltd., a software and firmware developer, and he has also held senior executive positions over a period of over twenty years at various leading technology companies, including RSA Security, Inc., Xerox Corporation, Rolm/International Business Machines Corporation, Novell, Inc., General Magic, Inc., and Ramp Networks. Mr. Larsen holds a B.S. in Economics from the University of Utah.

With his years of managerial experience, Mr. Larsen brings to the Board demonstrated management ability at senior levels. Mr. Larsen’s day-to-day leadership and intimate knowledge of our business and operations provide the Board with Company-specific experience and expertise. Mr. Larsen’s drive for innovation and excellence position him well to serve as our Chairman, President and Chief Executive Officer.

Gary W. Feiner has been a director since 2014. Mr. Feiner has served as President at Feiner Financial Inc. since 1993, an accounting and financial planning services company founded in 1977. Mr. Feiner has a wide breadth of business leadership knowledge covering tax law, audit, corporate planning, securities regulation, and finance. He advises on structuring comprehensive and creative strategies for achieving profitable growth and establishing effective relationships between companies and investment bankers. He is a recognized industry expert with a reputation for a “hands on” client-focused approach. He has provided personalized services in the fields of finance, medicine, law, real estate, education and technology.

With his extensive experience expanding across business leadership, accounting, finance, banking, tax law and audit, Mr. Feiner provides the Board with valuable insights into financial strategy and corporate governance, including executive compensation, and was selected to serve on the Board for his unique qualifications.

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Continuing Directors

Class II Directors

Thomas M. O’Brien has been a director since July 5, 2007. He is currently a principal at a private consulting firm and a private investor. Mr. O’Brien also serves as a director for a nonprofit entity. Until December 31, 2017, he was Chief Executive Officer and President of TravelCenters of America LLC (NASDAQ: TA) since February 2007 and a Managing Director of TA since October 2006. Until December 31, 2017, he was an employee of The RMR Group, Inc. (NASDAQ: RMR) since May 1996 and served as an Executive Vice President of that company since September 2008, prior to which he served in various roles since May 1996, including holding various positions with public entities related to RMR. From 1988 to 1996, Mr. O’Brien was a senior manager with Arthur Andersen LLP where he served a number of public company clients. Mr. O’Brien graduated cum laude from the University of Pennsylvania, Wharton School of Business, with a B.S. in Economics.

As a former certified public accountant, chief financial officer, chief executive officer, and director of public companies listed on the New York Stock Exchange (“NYSE”) and the Nasdaq Stock Market LLC (“Nasdaq”), Mr. O’Brien brings to the audit committee, of which he is Chairman, and our Board, a deep understanding of complex accounting and finance issues faced by the Company and can provide critical insight into the financial and other reporting requirements of a U.S. public company. In addition, his extensive capital markets experience is an invaluable resource as the Company regularly assesses its capital and liquidity needs.

Heidy Chow has been a director since June 2024. She is currently and has been the Chief Financial Officer of Snail Games USA, Inc., a technology-based company focused on investments in the gaming, digital entertainment, and technology spaces, since September 2020, as well as the Chief Financial Officer of Snail Inc. (NASDAQ: SNAL), global developer and publisher of digital entertainment and parent company of Snail Games USA, Inc., since November 2022. Ms. Chow has also been a member of the board of directors of Snail Games USA, Inc. and Snail, Inc. since November 2021 and January 2022, respectively. Prior to joining Snail Games USA, Inc., Ms. Chow was a partner with The Pun Group, LLP, a certified public accounting group, from August 2015 to September 2020, and from July 2014 to June 2015, Ms. Chow served as a manager of Ernst and Young, a certified public accounting and advisory firm. Since 2019, Ms. Chow has also served as chair of the audit committee for Franklin Wireless Corp., a provider of integrated wireless solutions utilizing the latest in fourth generation long-term evolution and fifth generation technologies, including mobile hotspots, routers, customer premise equipment and various trackers. Ms. Chow graduated from California Polytechnic University of Pomona with a B.S. in 2002 and has been licensed as a Certified Public Accountant since March 2008.

With more than 20 years’ experience in the finance and accounting industry and as a current officer and board member of another public company in the technology space, Ms. Chow brings in-depth experience overseeing complex enterprises and extensive financial management expertise to our Board.

Class III Director

Michael F. Angelo, CRISC CISSP CDPSE, has been a director since July 5, 2007. He is currently a Distinguished Technologist at Open Text International (formerly Micro Focus), a global enterprise software company, and has been the Chief Security Architect at the Security Products Division there since August 2005. From October 2003 to August 2005, Mr. Angelo was a Security Architect and Manager, Government Engagements SBU with Microsoft Corporation. From July 1989 to October 2003, Mr. Angelo was a Staff Fellow at both Hewlett Packard Company and Compaq Computer Corporation. Mr. Angelo also served as Senior Systems Programmer at the John von Neumann National Supercomputer Center from September 1985 to July 1989. He was a Sub-Chairman of the National Institute of Standards and Technology Board of Assessment for Programs/National Research Council responsible for the CISD review for fiscal years 2001 and 2002, and he has been a technology contributor and participant on the U.S. Commerce Department’s Information Systems Technical Advisory Council (ISTAC) from 1999 to the present. Mr. Angelo was named a distinguished lecturer for 2004 and 2005 by Sigma XI, the Scientific Research Society. He currently holds over 100 patents, most in the area of security and authentication, and was named the 2003 Inventor of the Year for the City of Houston by the Houston Intellectual Property Lawyers Association. Mr. Angelo is also an Information Systems Security Association (“ISSA”) Distinguished Fellow and ISSA Hall of Fame recipient.

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As a holder of many patents in the fields of security and authentication, and as a result of his long and distinguished industry and scholarly background in the area of computer security and networking, Mr. Angelo brings to the Board critical technical and industry knowledge and expertise. With his extensive industry knowledge and having successfully served in multiple leadership capacities in various types of organizations, Mr. Angelo is uniquely qualified to serve as chair of the Company’s nominating and corporate governance committee.

Role of the Board

Our directors are appointed to oversee the actions and results of our management. They were selected for their educational background, professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom and ability to represent the best interests of our stockholders. Their responsibilities include but are not limited to:

•	providing general oversight of the business;

•	approving corporate strategy;

•	approving major management initiatives;

•	providing oversight of legal and ethical conduct;

•	overseeing our management of cybersecurity and technology risks;

•	overseeing our management of significant business risks;

•	selecting, compensating, and evaluating director nominees;

•	evaluating Board processes and performance; and

•	reviewing and implementing recommendations and reports of the committees of the Board.

Board Leadership Structure

The Board believes that the Company’s Chief Executive Officer is best situated to serve as Chairman of the Board because he is the director most familiar with the Company’s business and industry, and most capable of effectively identifying strategic priorities and leading the execution of strategy. Independent directors and management have different perspectives and roles in strategy development. The Company’s independent directors bring experience, oversight and expertise from outside the Company and industry, while the Chief Executive Officer brings company-specific experience and expertise. The Board believes that the combined role of Chairman of the Board and Chief Executive Officer promotes strategy development and execution, and facilitates information flow between management and the Board, which is essential to effective governance.

The Company does not currently have a lead independent director. To ensure effective independent oversight, the Board has designed its leadership structure so that independent directors exercise oversight of the Company’s management and key issues related to strategy and risk. Only independent directors serve on and chair the audit committee, the compensation committee and the nominating and corporate governance committee of the Board. As a result of the Board’s committee system and majority of independent directors, the Board maintains effective oversight of our business operations, including independent oversight of our financial statements, executive compensation, selection of director candidates, and corporate governance programs. Accordingly, we believe that our current leadership structure is appropriate and enhances the Board’s ability to effectively carry out its roles and responsibilities on behalf of our stockholders.

Risk Oversight

Management is responsible for the day-to-day management of risks that the Company faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning, as designed. The Board believes that establishing the right “tone at the top” and full and open communication between management and the Board are essential for effective risk management and oversight. Senior management attends Board meetings at least quarterly and is available to address any questions or concerns raised by the Board on risk management and any other matters. Each quarter, the Board receives presentations from senior management on strategic matters involving the Company’s operations. The Board holds strategic planning

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sessions with senior management to discuss strategies, key challenges, risks, including risks related to product, go-to-market and sales strategies, competitive risks, financial risks, brand and reputation risks, legal, compliance, governance and geopolitical risks, operational risks and cybersecurity and technology risks, and opportunities for the Company. Throughout the year, the Board and each committee spend a portion of their time reviewing and discussing these specific risk topics.

While the Board is ultimately responsible for risk oversight for the Company, the three Board committees assist the Board in fulfilling its oversight responsibilities with respect to certain areas of risk. The audit committee assists the Board in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls and compliance with legal and regulatory requirements. The compensation committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs. The nominating and corporate governance committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with Board organization, membership and structure, succession planning for our directors and executive officers, cybersecurity and corporate governance.

Risk Assessment of Compensation Policies

The Company notes that:

•	the Company’s annual incentive compensation is based on performance that promotes disciplined progress towards longer-term Company goals;

•	the Company does not offer significant short-term incentives that might drive high-risk investments at the expense of long-term Company value;

•	the Company’s compensation programs are weighted toward offering long-term incentives that reward sustainable performance; and

•	the Company’s compensation awards are established at reasonable and sustainable levels, as determined by a review of the Company’s economic position and prospects, as well as the compensation offered by comparable companies.

The Company’s compensation policies and practices are intended not to foster risk taking above the level of risk associated with the Company’s business model. Accordingly, the Company believes it has a balanced pay and performance program that does not promote excessive risk taking.

Risk Assessment of Cybersecurity Threats

The Company takes a comprehensive approach to cybersecurity risk management and makes securing the data that our customers and other stakeholders entrust to us a top priority. Our Board and our management are actively involved in the oversight of our cybersecurity risk management program and the nominating and corporate governance committee of the Board oversees our cybersecurity risk processes and policies. The nominating and corporate governance committee receives regular reports from senior management about the prevention, detection, mitigation and remediation of cybersecurity risks and information security vulnerabilities. The Board receives regular updates from the nominating and corporate governance committee on such oversight and communications with senior management.

Corporate Governance Guidelines and Code of Ethics

We have adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. We have adopted a Code of Ethics for all employees and directors in accordance with the requirements of Item 406 of Regulation S-K and the Nasdaq listing standards. A copy of our Corporate Governance Guidelines and Code of Ethics is available on our website at https://ir.virnetx.com/ under the “Investors” tab in the “Corporate Governance” subcategory, or by writing to us at VirnetX Holding Corporation, P.O. Box 439, Zephyr Cove, Nevada 89448 (Attention: Investor Relations).

We intend to post on our website any amendment to, or waiver from, a provision of our Code of Ethics within four business days of such amendment or waiver.

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Insider Trading Policy and Compliance

The Company has adopted an insider trading policy that governs the purchase, sale, and other dispositions of the Company’s securities by directors, officers, employees, consultants, contractors and advisors of the Company, and other covered persons that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable stock exchange listing requirements. A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.

Composition of the Board

Mix of Independent Directors and Officer-Directors

Under the Nasdaq listing standards, independent directors must comprise a majority of a listed company’s board of directors. In addition, the Nasdaq listing standards require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance, if applicable, committees be independent. Under the Nasdaq listing standards, a director will only qualify as an “independent director” if, in the opinion of that listed company’s board of directors, that director does not have a relationship with the company that would impair their independence or interfere with their exercise of independent judgment in carrying out the responsibilities of a director and does not meet the any of the objective disqualifying criteria under the Nasdaq listing standards. The Board has a majority of independent directors and has determined that it is beneficial for us and our stockholders for our Chief Executive Officer to also be a Board member. Other officers may, from time to time, serve as Board members, but no officer other than the Chief Executive Officer should be expected to be elected to the Board by virtue of his or her office.

Independence Determinations

The Board annually determines the independence of directors based on a review by the directors and the nominating and corporate governance committee. No director is considered independent unless the Board has determined he or she has no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and does not meet any of the objective disqualifying criteria under the Nasdaq listing standards.

Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Exchange Act, and the Nasdaq listing standards. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the Nasdaq listing standards.

The Board has determined that Michael F. Angelo, Gary W. Feiner, Thomas M. O’Brien and Heidy Chow meet the aforementioned independence standards.

Board and Committee Meetings and Annual Meeting Attendance

The Board held a total of four meetings during the fiscal year ended December 31, 2025, and no director attended fewer than 75% of the total number of meetings of the Board and the committees of which he or she was a member. Since November 6, 2007, the Board has had a standing audit committee, compensation committee and nominating and corporate governance committee. Our audit committee charter, compensation committee charter, and nominating and corporate governance committee charter, each as adopted by the Board, and as may be amended from time to time, are posted on our website at https://ir.virnetx.com/ under the “Investors” tab in the “Corporate Governance” subcategory.

We encourage, but do not require, the Board members to attend our annual meetings of stockholders. All of our current Board members were in attendance for our 2025 annual meeting of stockholders.

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Committees of the Board

The Board has the following standing committees: audit committee, compensation committee and nominating and corporate governance committee. The following table details the membership of each standing committee and the number of meetings of each standing committee conducted during 2025:


Name of Director	Audit	Compensation	Nominating & Corporate Governance
Michael F. Angelo	M	M	C
Kendall Larsen	—	—	—
Thomas M. O’Brien	C	M	M
Heidy Chow⁽¹⁾	M	M	M
Gary W. Feiner	M	C	M
Number of Meetings in 2025	4	4	4

M = Member

C = Chair

(1)	In March 2025, the Board appointed Ms. Chow to serve on each of the audit committee, compensation committee and nominating and corporate governance committee.

Nominating and Corporate Governance Committee Matters

Membership and Independence

Ms. Chow and Messrs. Angelo, Feiner and O’Brien comprise our nominating and corporate governance committee, with Mr. Angelo serving as the chairman. Ms. Chow was appointed as a member of the nominating and corporate governance committee in March 2025. The Board has determined that each of Ms. Chow and Messrs. Angelo, Feiner and O’Brien satisfies the requirements for independence under the rules and regulations of Nasdaq and the SEC. Our nominating and corporate governance committee met four times during 2025.

Responsibilities

Our nominating and corporate governance committee is responsible for, among other things:

•	assisting the Board in identifying prospective director nominees and recommending to the Board director nominees for each annual meeting of stockholders, vacancy, or newly created director position;

•	providing oversight with respect to corporate governance and ethical conduct;

•	developing and recommending to the Board the Code of Ethics and assessing such Code of Ethics and recommending changes;

•	delegating such of its authority and responsibilities as it deems proper to members of the nominating and corporate governance committee or a subcommittee thereof; and

•	overseeing the Company’s cybersecurity risk processes and policies with senior management.

A more detailed description of our nominating and corporate governance committee’s functions can be found in our nominating and corporate governance committee charter at https://ir.virnetx.com/ under the “Investors” tab in the “Corporate Governance” subcategory, or by writing to us at VirnetX Holding Corporation, P.O. Box 439, Zephyr Cove, NV 89448 (Attention: Investor Relations).

Stockholder Recommendations and Nominees

The policy of our nominating and corporate governance committee is to consider properly submitted recommendations for candidates to the Board from stockholders. In evaluating such recommendations, our nominating and corporate governance committee seeks to achieve a balance of experience, knowledge, integrity, and capability on the Board and to address the membership criteria set forth under “Director Qualifications” below. Any stockholder recommendations for consideration by our nominating and corporate governance committee should include (1) the name, age, business address and residence address of such person, (2) the principal occupation or employment of such

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person, (3) the class and number of shares of the Company that are beneficially owned by such person, and (4) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including, without limitation, such person’s written consent to being named in the Proxy Statement as a nominee and to serving as a director if elected).

Stockholder recommendations to the Board should be sent to our Corporate Secretary at VirnetX Holding Corporation, P.O. Box 439, Zephyr Cove, Nevada 89448.

In addition, our Bylaws permit stockholders to nominate directors for consideration at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our Bylaws, which includes information required by Rule 14a-19 under the Exchange Act. For a description of the process for nominating directors in accordance with our Bylaws, see “How do I submit a stockholder proposal for the 2027 Annual Meeting of Stockholders?” of this Proxy Statement and our Bylaws which have been filed with the SEC.

Director Qualifications

Our nominating and corporate governance committee evaluates and recommends candidates for membership on the Board consistent with criteria established by the Board. The Board has not formally established any specific, minimum qualifications that must be met by each candidate for the Board or specific qualities or skills that are necessary for one or more of the members of the Board. However, our nominating and corporate governance committee, when considering a potential candidate, will factor into its determination the following qualities of a candidate, among others: educational background, professional experience, including whether the person is a current or former chief executive officer or chief financial officer of a public company or the head of a division of a large international organization, knowledge of our business, integrity, professional reputation, independence, wisdom, and ability to represent the best interests of our stockholders, diversity, and with respect to diversity, such factors as gender, race, ethnicity and experience, area of expertise, potential conflicts of interest and other commitments and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board.

Identification and Evaluation of Nominees for Directors

Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating nominees for any position on the Board. Our nominating and corporate governance committee regularly assesses the appropriate size and composition of the Board, the needs of the Board, the respective committees of the Board, and the qualifications of candidates in light of these needs. Candidates may come to the attention of the nominating and corporate governance committee through stockholders, management, current members of the Board, or third-party search firms engaged by the nominating and corporate governance committee.

Once the nominating and corporate governance committee has identified a prospective nominee, the nominating and corporate governance committee makes an initial determination as to whether to conduct a full evaluation of the candidate. This initial determination is based on the information provided to the nominating and corporate governance committee concerning the prospective candidate, as well as the nominating and corporate governance committee’s own knowledge of the prospective candidate, which may be supplemented by inquiries to the person making the recommendation or others. If the nominating and corporate governance committee determines, in consultation with other Board members as appropriate, that additional consideration is warranted, it may gather or request the third-party search firm to gather additional information about the prospective nominee’s background and experience. The nominating and corporate governance committee then evaluates the prospective nominee, taking into account whether the prospective nominee is independent within the meaning of the Nasdaq listing standards and such other factors as it deems relevant, including the current composition of the Board, the balance of management and independent directors, the need for audit committee or compensation committee expertise, the prospective nominee’s qualifications as discussed above, the diversity of the member’s skills and experience in areas that are relevant to the Company’s businesses and activities, and its evaluations of other prospective nominees. In connection with this evaluation, the nominating and corporate governance committee determines whether to interview the prospective nominee and, if warranted, one or more members of the nominating and corporate governance committee and others, as appropriate, conduct interviews in person or by telephone. After completing this process, the nominating and corporate governance committee makes a recommendation to the full Board as to the persons who should be nominated by the Board, and the Board determines the nominees after considering the recommendation and report of the nominating and corporate governance committee. The nominating and corporate governance committee follows the same process and uses the same criteria for evaluating candidates proposed by stockholders, members of the Board, and members of management.

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The nominating and corporate governance committee considers diversity as one of a number of factors in identifying nominees for director. It does not, however, have a formal policy in this regard. The nominating and corporate governance committee views diversity broadly to include diversity of experience, skills, and viewpoint as well as traditional diversity concepts such as race or gender.

Audit Committee Matters

Membership and Independence

Ms. Chow and Messrs. Angelo, Feiner and O’Brien comprise our audit committee, with Mr. O’Brien serving as the chairman. Ms. Chow was appointed as a member of the audit committee in March 2025. The Board has determined that each of Ms. Chow and Messrs. Angelo, Feiner and O’Brien satisfies the requirements for independence under the rules and regulations of Nasdaq and the SEC, including the enhanced standards for audit committee members. The Board has also determined that Mr. O’Brien qualifies as an “audit committee financial expert” as defined in the SEC rules and satisfies the financial sophistication requirements of Nasdaq listing standards. Our audit committee met four times in 2025.

Responsibilities

Our audit committee is responsible for, among other things:

•	appointment of and approval of compensation for our independent public accounting firm and overseeing its performance and independence;

•	overseeing our accounting and financial reporting processes;

•	overseeing the audits of our financial statements;

•	overseeing the effectiveness of our internal controls over financial reporting; and

•	preparing the audit committee report that the SEC requires in our annual proxy statement.

A more detailed description of our audit committee’s functions can be found in our audit committee charter at https://ir.virnetx.com/ under the “Investors” tab in the “Corporate Governance” subcategory, or by writing to us at VirnetX Holding Corporation, P.O. Box 439, Zephyr Cove, Nevada 89448 (Attention: Investor Relations).

Compensation Committee Matters

Membership and Independence

Ms. Chow and Messrs. Angelo, Feiner and O’Brien comprise our compensation committee, with Mr. Feiner serving as the chairman. Ms. Chow was appointed as a member of the compensation committee in March 2025. The Board has determined that each of Ms. Chow and Messrs. Angelo, Feiner and O’Brien satisfies the requirements for independence under the rules of Nasdaq including the enhanced standards for compensation committee members, and is a “non-employee director” within the meaning of Section 16 of the Exchange Act. Our compensation committee met four times in 2025.

Responsibilities, Processes and Procedures

Our compensation committee’s responsibilities and primary processes for establishing and overseeing executive compensation include, among other things:

•	exclusive authority to determine the amount and form of compensation paid to the Company’s Chief Executive Officer;

•	determining the amount and form of compensation paid to the Company’s executive officers, officers, employees, consultants and advisors;

•	administering our equity incentive plans;

•	engaging, compensating and terminating compensation consultants, legal counsel and such other advisors to assist the compensation committee;

•	reviewing and discussing with management the Company’s proposed disclosure under “Executive Compensation” as set forth in Regulation S-K and recommending to the Board whether such disclosure should be included in the Company’s public filings, as applicable;

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•	preparing the compensation committee report that the SEC requires in our annual proxy statement, as applicable;

•	recommending the compensation of non-employee directors to the Board;

•	making regular reports to the Board with respect to significant actions and determinations made by the compensation committee; and

•	reviewing, approving and administering, including the adoption, amendment or termination of, the Company’s compensation recovery policy (“Clawback Policy”).

Our Chief Executive Officer generally attends compensation committee meetings and makes recommendations to our compensation committee regarding the amount and form of the compensation of the other executive officers and key employees. He is not present for any of the executive sessions or for any decisions regarding his own compensation.

Except with respect to determining the Chief Executive Officer’s compensation, the compensation committee may delegate its authority to a subcommittee thereof and, to the extent permitted by applicable law, the compensation committee may delegate to officers or appropriate supervisory personnel the authority to grant stock awards to non-executive, non-director employees.

A more detailed description of our compensation committee’s functions can be found in our compensation committee charter at https://ir.virnetx.com/ under the “Investors” tab in the “Corporate Governance” subcategory, or by writing to us at VirnetX Holding Corporation, P.O. Box 439, Zephyr Cove, Nevada 89448 (Attention: Investor Relations).

Compensation Committee Interlocks and Insider Participation

In 2025, Ms. Chow and Messrs. Angelo, Feiner and O’Brien served as members of our compensation committee. No member of our compensation committee was an officer or employee of VirnetX in 2025. In addition, no member of our compensation committee or executive officer of the Company served as a member of the Board or compensation committee of any entity that has an executive officer serving as a member of the Board or our compensation committee.

Communications with the Board

Any of our stockholders and other interested parties who wish to communicate with the Board, a committee of the Board, the non-management directors as a group, or any individual member of the Board, may send correspondence to our Corporate Secretary at VirnetX Holding Corporation, P.O. Box 439, Zephyr Cove, Nevada 89448.

Our Corporate Secretary will compile and submit on a periodic basis all stockholder correspondence to our entire Board, or, if and as designated in the communication, to a committee of the Board, our non-management directors as a group, or an individual Board member. The independent directors of the Board review and approve the stockholders’ communications process periodically to ensure effective communication with stockholders.

Director Compensation

Directors who are also our employees are not compensated for serving on the Board. Information regarding compensation otherwise received by our directors who are also named executive officers is provided under the heading “Executive Compensation and Other Matters.”

Our compensation committee periodically reviews director compensation in consultation with its independent compensation consultant, Compensia, Inc., or Compensia. Any recommendations for changes are made to our full Board by our compensation committee. Our compensation committee last reviewed our director compensation program in March 2025 and determined that no changes are recommended.

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Cash Compensation of Non-employee Directors for 2025

In 2025, consistent with our compensation policy in effect for 2025 (the “Compensation Policy”), we provided the following cash compensation for non-employee directors:


Annual Retainer	Additional Retainer for the Committee Chairperson of			Additional Retainer for a Non-Chairperson Committee Member of
Retainer	Audit	Compensation	Nominating & Corporate Governance	Audit	Compensation	Nominating & Corporate Governance
$75,000	$25,000	$15,000	$15,000	$5,000	$5,000	$5,000

We do not pay meeting fees for Board or committee meetings.

Stock Compensation of Non-Employee Directors for 2025

Consistent with our Compensation Policy, stock compensation for non-employee directors is provided as follows:

•

Upon the initial election or appointment to the Board of a new non-employee director, such individual will be granted an award of such number of shares of restricted stock (an “Initial Award”) equal to the lesser of (a) 22,500 shares of our Common Stock or (b) that number of shares equal to the quotient obtained by dividing $450,000 by the fair market value per share on the date the individual first becomes a non-employee director, rounded down, if necessary, to the nearest whole share. The Initial Award will be scheduled to vest annually with respect to 1/3rd of the total number of shares subject to the Initial Award, on each one year anniversary following the grant date; provided, however, that any shares subject to the Initial Award that remain unvested as of the close of business on the day prior to the Company’s third annual meeting of the Company’s stockholders that occurs after the date on which such individual first becomes an non-employee director shall fully vest on such date, in each case, subject to the non-employee director continuing to be a service provider through the applicable vesting date; and provided further that the Initial Award shall become fully vested immediately prior to a “change in control” (as defined in the Plan, as defined below) of the Company.

•

Each existing non-employee director will be granted, under the Compensation Policy, an award of such number of shares of restricted stock (an “Annual Award”) equal to the lesser of (a) 7,500 shares of common stock, or (b) that number of shares of common stock equal to the quotient obtained by dividing $150,000 by the fair market value per share on the date of the annual meeting of stockholders to which such Annual Award related, rounded down, if necessary, to the nearest whole share. Each Annual Award will be scheduled to vest on the earlier of (a) the one-year anniversary of the date the Annual Award is granted, or (b) the close of business on the day prior to the date of the next annual meeting of stockholders following the date the Annual Award is granted, in each case, condition upon continued service as a director; provided that these Annual Awards become fully vested immediately prior to a “change in control” (as defined in the Plan) of the Company.

The following table shows the compensation earned by or paid to each of our non-employee directors for 2025:


Name⁽¹⁾	Fees Earned or Paid in Cash	Stock Awards⁽²⁾	Total
Thomas M. O’Brien	$110,000	$66,750	$176,750
Michael F. Angelo	$100,000	$66,750	$166,750
Gary W. Feiner	$100,000	$66,750	$166,750
Heidy Chow	$86,250⁽³⁾	$66,750	$153,000

(1)	This table includes the compensation of only non-employee directors. For Mr. Larsen’s compensation, please see “Executive Compensation and Other Matters” of this Proxy Statement.

(2)

The amounts in this column reflect the aggregate grant date fair value of the stock awards computed in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, or FASB ASC Topic 718. The Company calculates the fair value of restricted stock awards (“RSAs”) based on the fair market value of the Company’s common stock on the grant date. There can be no assurance that these amounts will ever be realized.

(3)	Ms. Chow’s compensation for 2025 was pro-rated due to her appointments to the audit committee, compensation committee and nominating and corporate governance committee in March 2025.

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The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2025:


Name	Aggregate Number of Shares Underlying Outstanding Options	Number of Shares Underlying Unvested Stock Awards
Thomas M. O’Brien	4,375	7,500
Michael F. Angelo	5,000	7,500
Gary W. Feiner	5,000	7,500
Heidy Chow	—	22,500

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of our Common Stock as of March 31, 2026 by:

•	all persons known to us, based on statements filed by such persons pursuant to Section 13(d) or 13(g) of the Exchange Act or in statements made to us, to be the beneficial owners of more than 5% of our Common Stock;

•	each director and nominee for director;

•	each of our named executive officers as listed in the “Summary Compensation Table” of this Proxy Statement; and

•	all current directors and executive officers as a group.

This table lists applicable percentage ownership based on 4,185,852 shares of Common Stock outstanding as of March 31, 2026. Securities that a person has a right to acquire pursuant to SEC rules within 60 days of March 31, 2026 are deemed to be beneficially owned by the persons holding these securities for the purpose of computing the number of shares owned by, and percentage ownership of, that person, but are not treated as outstanding for the purpose of computing any other person’s number of shares owned or ownership percentage.

Except as indicated by footnote, and subject to applicable community property laws, each person identified in the table possesses, to the best of our knowledge, sole voting and investment power with respect to all capital stock shown to be held by that person. The address of each executive officer and director, unless indicated otherwise, is c/o VirnetX Holding Corporation, P.O. Box 439, Zephyr Cove, NV, 89448.


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership⁽¹⁾	Percent of Class
5% or Greater Stockholders:
Kendall Larsen	522,705⁽²⁾	12.31%
Directors and Named Executive Officers:
Kendall Larsen	522,705⁽²⁾	12.31%
Katherine Allanson	37,805⁽³⁾	*
Michael F. Angelo	26,709⁽⁴⁾	*
Gary W. Feiner	21,874⁽⁵⁾	*
Thomas M. O’Brien	32,332⁽⁶⁾	*
Heidy Chow	30,000⁽⁷⁾	*
All directors and current executive officers as a group (6 persons):	671,425⁽⁸⁾	15.74%

(*)	Less than 1%.

(1)

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Securities that are exercisable, convertible or to which a holder has a right to acquire within 60 days of March 31, 2026 are deemed outstanding for purposes of computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person. The indication herein that shares are beneficially owned is not an admission on the part of the listed stockholder that he, she or it is or will be a direct or indirect beneficial owner of those shares.

(2)

Includes (i) 59,059 shares of common stock issuable upon exercise of options presently exercisable or exercisable within 60 days of March 31, 2026, of which, 27,153 are held by Kathleen Larsen, (ii) 15,000 shares held of record by K2 Investment Fund, LLC, of which Mr. Larsen and Mrs. Larsen are the sole member-managers, and (iii) 74,438 shares of common stock held by Mrs. Larsen. Excludes 30,676 shares obtained prior to 2021 and held by the Kathleen Sheehan Revocable Trust dated 2/5/2009 and shares, stock options, restricted stock awards and restricted stock units (“RSUs”) held by Mr. and Mrs. Larsen’s adult children. Mr. Larsen disclaims beneficial ownership of the excluded shares.

(3)	Includes 6,500 shares of common stock issuable upon exercise of options presently exercisable or exercisable within 60 days of March 31, 2026.

(4)	Includes 5,000 shares of common stock issuable upon exercise of options presently exercisable or exercisable within 60 days of March 31, 2026.

(5)	Includes 5,000 shares of common stock issuable upon exercise of options presently exercisable or exercisable within 60 days of March 31, 2026.

(6)	Includes 5,000 shares of common stock issuable upon exercise of options presently exercisable or exercisable within 60 days of March 31, 2026.

(7)	Ms. Chow holds no rights to acquire stock within 60 days of March 31, 2026.

(8)	Includes the following securities beneficially held by our current directors and executive officers as a group: 79,934 shares of common stock issuable upon exercise of options presently exercisable or exercisable within 60 days of March 31, 2026.

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PROPOSAL I:

ELECTION OF THE CLASS I DIRECTORS

The Board consists of five members. In accordance with our Amended and Restated Certificate of Incorporation, the Board is divided into three classes with staggered three-year terms. At the Annual Meeting, two Class I directors will be elected for a three-year term to serve until the 2029 annual meeting and until their respective successor is qualified and elected, or until their earlier death, resignation or removal.

Nominees

The nominating and corporate governance committee of the Board recommended, and the Board approved, Kendall Larsen and Gary W. Feiner as our Class I director nominees for election to the Board at the Annual Meeting. If elected, Mr. Larsen and Mr. Feiner will continue to serve until our annual meeting in 2029, and each until their respective successor is qualified and elected or until their earlier death, resignation or removal.

Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR” Mr. Larsen and “FOR” Mr. Feiner as the Class I directors. If a nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for another nominee designated by the Board. We are not aware of any reason that either of the nominees would be unable or unwilling to serve as a director.

Vote Required

The two director nominees receiving the highest number of votes cast by the shares present (including virtually) or by proxy and entitled to vote at the Annual Meeting on this matter will be elected to the Board. Votes that are withheld and broker non-votes will be excluded entirely and will have no effect in the election of the director.

The Board of Directors unanimously recommends that stockholders vote “FOR” the election of Kendall Larsen and Gary W. Feiner as the Class I Directors.

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PROPOSAL II:

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The audit committee has selected Farber Hass Hurley LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 and recommends that stockholders vote for ratification of such appointment. Although ratification by stockholders is not required by law, the Company has determined that it is desirable to request ratification by the stockholders of this appointment. If the stockholders do not ratify the appointment of Farber Hass Hurley LLP, the audit committee may reconsider its appointment. Notwithstanding its appointment or voting results, the audit committee, in its discretion, may appoint a new independent registered public accounting firm at any time during the year if the audit committee believes that such a change would be in the best interests of the Company and its stockholders.

Farber Hass Hurley LLP has audited our consolidated financial statements annually since it was first appointed in 2008. We expect that representatives of Farber Hass Hurley LLP will be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from stockholders.

Principal Accountant Fees & Services

The following table sets forth the costs we incurred for services provided by Farber Hass Hurley LLP, our independent registered public accounting firm, which audited our financials for the years ended December 31, 2025 and December 31, 2024.


	Fiscal Year Ended December 31⁽¹⁾
	2025	2024
Audit Fees	$195,750	$192,950
Audit-Related Fees	$10,425	$20,090
Tax Fees	$—	$—
All Other Fees	$—	$—
Total Fees	$206,175	$213,040

(1)	Reflects the fees approved by the Company and billed or to be billed by Farber Hass Hurley LLP with respect to services performed for the audit and other services for the applicable fiscal year.

Audit Fees. Consists of fees billed for professional services rendered in connection with the audit of our consolidated financial statements, including the audit of internal control over financial reporting, review of the interim consolidated financial statements included in our quarterly reports, and accounting services in connection with securities offerings.

Audit-Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services include consultations in connection with financial accounting and reporting standards.

Tax Fees. Consists of fees billed for professional services for tax compliance, tax advice and tax planning. We have nothing to report in this line item as we did not engage Farber Hass Hurley LLP to perform tax-related services for the Company.

All Other Fees. We have nothing to report in this line item as we did not engage Farber Hass Hurley LLP to perform services not covered by the preceding three categories.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our audit committee’s policy is to pre-approve all services provided by our independent registered public accounting firm. For 2025, our audit committee pre-approved 100% of all services provided by our independent registered public accounting firm. These services include audit services and audit-related services. Our independent registered public accounting firm is required to periodically report to our audit committee regarding the extent of services provided by our independent registered public accounting firm in accordance with this pre-approval policy.

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Our audit committee may also delegate pre-approval authority to one or more of its members. Such member(s) must report any such pre-approval to our audit committee at the next scheduled meeting.

Vote Required

The Board of Directors, on behalf of the audit committee, recommends that stockholders vote “FOR” the ratification of the appointment of Farber Hass Hurley LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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PROPOSAL III:

ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) enables our stockholders to approve, on an advisory or non-binding basis, the compensation of our named executive officers as disclosed pursuant to Section 14A of the Exchange Act. This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this Proxy Statement.

The Say-on-Pay vote is advisory, and therefore is not binding on us, our compensation committee or our Board. The Say-on-Pay vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices, which our compensation committee will be able to consider when determining executive compensation for the remainder of the current fiscal year and beyond. Our Board and our compensation committee value the opinions of our stockholders. To the extent there is any significant vote against the compensation of our named executive officers as disclosed in this Proxy Statement, we will endeavor to communicate with stockholders to better understand the concerns that influenced the vote and consider our stockholders’ concerns, and our compensation committee will evaluate whether any actions are necessary to address those concerns.

We believe that the information provided in the section titled “Executive Compensation and Other Matters,” and in particular the information discussed in the section titled “Executive Compensation and Other Matters – Executive Compensation Process,” demonstrates that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our stockholders’ interests to support long-term value creation. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in the proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the SEC, including the compensation tables and narrative discussion and other related disclosure.”

Vote Required

The Board of Directors recommends a vote “FOR” the approval, on an advisory basis, of the compensation of our named executive officers.

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PROPOSAL IV

APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED 2013 EQUITY

INCENTIVE PLAN

Our stockholders are being asked to approve an amendment to our Amended and Restated 2013 Equity Incentive Plan (the “Current Plan”) to increase the number of shares reserved under the Current Plan by 1,000,000 shares of our common stock (the “Additional Shares”) (as amended, the “Amended Plan”). The Current Plan is an amendment and restatement of our 2013 Equity Incentive Plan that was amended and restated most recently by our Board and approved by our stockholders in April 2021 (such plan, the “Prior Plan”).

Amended Plan

Our Board has approved the Amended Plan, subject to the approval of our stockholders at the Annual Meeting and recommends that our stockholders approve the Amended Plan. A copy of the Amended Plan is included as Appendix A to this Proxy Statement.

If our stockholders approve the Amended Plan, the Amended Plan will replace the Current Plan and it will become effective as of the date of stockholder approval. The Amended Plan will continue in effect until it is terminated by the Administrator (as defined in the Amended Plan).

If our stockholders do not approve this proposal, the Current Plan will not be replaced with the Amended Plan. In that case, the existing shares reserved for issuance under the Current Plan may be insufficient to achieve our personnel incentive, recruiting and retention objectives, making it more difficult to meet these objectives. This ultimately may undermine our success as a company.

Our executive officers and directors have an interest in the approval of the Amended Plan because they are eligible for awards under the Current Plan, as proposed to be amended by the Amended Plan.

The only difference between the Current Plan and the Amended Plan is the additional 1,000,000 shares of our common stock reserved for issuance under the Amended Plan.

Why We Are Seeking Approval of the Amended Plan

The Current Plan Will No Longer Have Enough Shares Available for Grant

Our stockholders approved the Current Plan at the 2024 Annual Meeting, and we anticipated that the number of shares reserved for issuance under the Current Plan at the 2024 Annual Meeting would be sufficient to meet our needs for two years. As of March 31, 2026, a total of 153,090 shares remained available for issuance under the Current Plan. The number of remaining shares under the Current Plan are insufficient due to our current forecasts, historical issuance and forfeiture rates, staffing strategies and future business developments. We are seeking stockholder approval of the Amended Plan to enable us to issue equity to our employees, directors and consultants in amounts that we believe are necessary to attract, retain and motivate them.

This proposal seeks an authorization of an increase of 1,000,000 shares. The number of shares under the Amended Plan for which we are seeking authorization represents approximately 23.9% of our outstanding shares as of March 31, 2026. The proposed increase of 1,000,000 shares is to the number of shares available for issuance under the Amended Plan and such shares may be subject to awards as the Board or our compensation committee determines.

If our stockholders approve the Amended Plan, we currently anticipate that Additional Shares will be sufficient to meet our expected needs through the next two years. However, future circumstances and business needs may dictate a different result. In determining the number of shares to be added to the Amended Plan through the Additional Shares, our compensation committee and our Board considered the following:

•

Historical Grant Practices. In fiscal years 2023 through 2025, the Company granted equity awards representing a total of 1,237,050 shares and an average of 412,350 shares per year over the same period. The actual number of shares the Company routinely grants to its employees each fiscal year varies based upon factors such as our headcount, the ratio between full value awards (which generally involve less shares) and options, the number of employees hired each year, our stock price performance and benchmarking against market data (which includes the Company’s peer group for executive compensation) to assist in determining individual grant values and our aggregate equity budget. These factors make exact forecasting of share usage speculative, and thus our Board and compensation committee relied primarily upon the Company’s historical share usage as a reasonable predictor of future needs.

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•

Forecasted Grant Practices. The Additional Shares, if approved, are projected to provide enough shares for future equity award grants for approximately the next two years. However, future circumstances and business needs may dictate a different result and our proposed increase in the share reserve under the Amended Plan is designed to give the Company flexibility to address those circumstances or needs as they arise. We have not provided an estimate for forfeitures because we have had nominal forfeited options, RSUs and restricted stock awards (“RSAs”) and believe that all outstanding options, RSUs and RSAs as of December 31, 2025 will vest. In the future, we may change this estimate based on actual and expected future forfeiture rates.

•

Awards Outstanding Under Existing Grants. The Company has outstanding, as of March 31, 2026, grants of 695,969 stock options, of which 468,479 are unvested, 1,789 unvested RSUs, and 460,757 unvested RSAs. Accordingly, our approximately 1,158,515 outstanding awards (commonly referred to as the “overhang”) represent approximately 27.7% of our outstanding shares.

Long-Term Equity is a Key Component of our Compensation Philosophy

As described in “Executive Compensation and Other Matters,” we implement and maintain compensation plans that seek to tie a substantial portion of each employee’s overall compensation to key strategic financial and operational goals such as revenue generating activities, product and technical development, corporate public relations and stockholder value creation. Long-term equity awards are critical vehicle for helping us achieve this objective.

Our Board believes that the Company must offer a competitive equity incentive program if it is to continue to successfully attract and retain the best possible candidates for positions within the Company. Our Board expects that the Additional Shares under our Amended Plan will be vital in continuing to attract, retain and reward high caliber employees who are essential to our success and to provide incentives to these individuals to promote the success of the Company thereby aligning their interests with the interests of the Company’s stockholders.

The alternative to using equity for retention and incentive purposes would be to significantly increase cash compensation. We do not believe increasing cash compensation to make up for any shortfall in equity awards would be practical or advisable because, as a high-technology company, we believe that equity awards provide a more effective compensation vehicle than cash for attracting, retaining and motivating our employees and that equity awards align employees and stockholder long-term interests with a reduced impact on cash flow.

Description of the Amended Plan

A description of the Current Plan, as amended by the Amended Plan, is included below. The summary is qualified in its entirety by reference to the full text of the Amended Plan, annexed as Appendix A to this Proxy Statement, a copy of which is also available at the SEC’s website.

If approved by our stockholders, the Amended Plan will be effective beginning on the date of the Annual Meeting, June 11, 2026.

General

The purposes of the Amended Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to employees, directors and consultants of the Company or any parent or subsidiary of the Company, and to promote the success of the Company’s business. These incentives are provided through the grant of an option to purchase our common stock, or stock options, RSAs, RSUs, stock appreciation rights, performance units, and performance shares, as the Administrator may determine.

Authorized Shares

Subject to the adjustment provisions contained in the Amended Plan, stockholders are being asked to approve an increase of 1,000,000 shares of our common stock for issuance under the Amended Plan so that the maximum aggregate number of shares of our common stock that may be issued under the Amended Plan is 2,175,000. In addition, shares may become available for issuance under the Amended Plan pursuant to the next paragraph. The shares may be authorized, but unissued, or reacquired common stock.

If an award granted under the Amended Plan expires or becomes unexercisable without having been exercised in full, or, with respect to RSAs, RSUs, performance units or performance shares, is forfeited to or repurchased by the Company due to failure to vest, the unpurchased, forfeited or repurchased shares subject to such award will become available for future grant or sale under the Amended Plan (unless the Amended Plan has terminated). Upon exercise of a stock appreciation right settled in common stock, the gross number of shares covered by the portion of the exercised

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award, whether or not actually issued pursuant to such exercise, will cease to be available under the Amended Plan. If unvested shares of RSAs, RSUs, performance shares or performance units are repurchased by or forfeited to the Company, such shares will become available for future grant under the Amended Plan. Shares used to pay the exercise price of an award or to satisfy the tax withholding obligations related to an award and shares repurchased by the Company using option exercise proceeds will not become available for future grant or sale under the Amended Plan. Payment of cash rather than shares pursuant to an award will not result in reducing the number of shares available for issuance under the Amended Plan. The description in this paragraph of treatment of awards granted under the Amended Plan will apply equally to awards granted under the Prior Plan such that any shares subject to awards granted under the Prior Plan that expire or otherwise terminate without having been exercised or issued in full or are forfeited to or repurchased by the Company due to failure to vest will be added to the Amended Plan, with the maximum number of shares to be added to the Amended Plan pursuant to this sentence equal to 317,840 shares.

Adjustments to Shares Subject to the Amended Plan

In the event that any dividend or other distribution (whether in the form of cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of shares or other securities of the Company, or other change in the corporate structure affecting our common stock occurs (other than any ordinary dividends or other ordinary distributions), the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Amended Plan, will adjust the number and class of shares of stock that may be delivered under the Amended Plan, and the number, class and/or price of shares of stock covered by each outstanding award or make other reasonable adjustments, and the numerical share limitations in the Amended Plan. The determination of any adjustment will be made by the Administrator in its discretion. The adjustment provisions contained in the Amended Plan will also govern outstanding awards under the Prior Plan.

Limitations

The Amended Plan contains annual grant limits. Specifically, subject to adjustment as provided in the Amended Plan, during any fiscal year of the Company, no employee will be granted:

•

Options and/or stock appreciation rights covering more than a total of 50,000 shares of our common stock, provided that in connection with his or her initial employment, an employee may be granted options and/or stock appreciation rights covering up to a total of 50,000 additional shares of our common stock in the fiscal year in which his or her service as an employee first commences;

•

RSAs and/or RSUs and/or performance shares covering more than 50,000 shares of our common stock, provided that in connection with his or her initial employment, an employee may be granted RSAs, RSUs and/or performance shares covering up to a total of 50,000 additional shares of our common stock in the fiscal year in which his or her service as an employee first commences; and

•

Performance units having a grant date fair value (determined in accordance with U.S. generally accepted accounting principles) greater than $5,000,000, provided that in connection with his or her initial employment, an employee may be granted additional performance units in the fiscal year in which his or her service as an employee first commences having a grant date fair value (determined in accordance with U.S. generally accepted accounting principles) no greater than $10,000,000.

Separately, the Amended Plan provides that a non-employee Board member may not receive awards under the Amended Plan covering more than 50,000 shares of our common stock in any fiscal year. Awards granted to an individual while he or she was an employee or consultant, but not a non-employee member of our Board, will not count for purposes of this limitation.

The Administrator will adjust the share limitations in this section in the event of any adjustment to the Company’s shares discussed above in the “Adjustment to Shares Subject to the Amended Plan” section.

The Administrator cannot institute an exchange program under which (i) outstanding awards are surrendered or cancelled in exchange for awards of the same type (which may have higher or lower exercise prices and different terms), awards of a different type and/or cash; (ii) participants would have the opportunity to transfer any outstanding awards to a financial institution or other person or entity selected by the Administrator; and/or (iii) the exercise price of an outstanding award is increased or reduced.

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Administration

Our Board has delegated administration of the Amended Plan to the Board’s compensation committee. The Board and the compensation committee may further delegate administration of the Amended Plan to any committee of the Board, or a committee of individuals satisfying applicable laws appointed by the Board in accordance with the terms of the Amended Plan. For purposes of this description of the Amended Plan, the term “Administrator” will refer to the Board or any committee designated by the Board to administer the Amended Plan. To make grants to certain officers and key employees of the Company, the members of the committee must qualify as “non-employee directors” under Rule 16b-3 of the Securities Exchange Act of 1934.

Subject to the terms of the Amended Plan, the Administrator has the authority in its discretion, to select the service providers who will receive awards, to determine the terms and conditions of awards, to modify or amend each award (subject to the restrictions of the Amended Plan), including to extend the post-termination exercisability period of awards, and to interpret the provisions of the Amended Plan and outstanding awards. The Administrator may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a participant or other subsequent transfers by the participant of any shares issued as a result of or under an award and may require that the participant’s rights, payments and benefits with respect to an award will be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events. The Administrator may allow a participant to defer the receipt of payment of cash or delivery of shares that otherwise would be due to such participant. The Administrator may make rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws and may make all other determinations deemed necessary or advisable for administering the Amended Plan. The Administrator’s decisions, determinations and interpretations will be final and binding on all participants and any other holders of awards.

Notwithstanding the foregoing, the Administrator cannot institute an exchange program as discussed above in the “Limitations” section.

Eligibility

Awards may be granted to employees, directors and consultants of the Company and employees and consultants of any parent or subsidiary corporation of the Company. Incentive stock options may be granted only to employees who, as of the time of grant, are employees of the Company or any parent or subsidiary corporation of the Company. As of March 31, 2026, we had approximately 28 service providers, including 19 employees who are not directors, 1 employee director, 4 non-employee directors and 4 consultants. As of March 31, 2026, the closing price of a share of our common stock on Nasdaq was $14.11.

Stock Options

Each option granted under the Amended Plan will be evidenced by a written or electronic agreement between the Company and a participant specifying the number of shares subject to the option and the other terms and conditions of the option as the Administrator may determine, consistent with the requirements of the Amended Plan.

The exercise price per share of each option may not be less than the fair market value of a share of our common stock on the date of grant. However, any incentive stock option granted to an employee who, at the time of grant, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company (a “Ten Percent Stockholder”) must have an exercise price per share equal to at least 110% of the fair market value of a share on the date of grant. The aggregate fair market value of the shares (determined on the grant date) covered by incentive stock options which first become exercisable by any participant during any calendar year also may not exceed $100,000. Generally, the fair market value of our common stock is the closing sales price of our stock quoted on Nasdaq on the day of determination or such other established stock exchange or national market system on which the shares are listed.

The Amended Plan provides that the Administrator will determine the acceptable form(s) of consideration for exercising an option, including the method of payment. An option will be deemed exercised when the Company receives the notice of exercise and full payment for the shares to be exercised, together with applicable tax withholdings.

Options will be exercisable at such times or under such conditions as determined by the Administrator and set forth in the award agreement. The maximum term of an option will be specified in the award agreement, provided that incentive stock options will have a maximum term of no more than ten (10) years, and provided further that an incentive stock option granted to a Ten Percent Stockholder must have a term not exceeding five (5) years.

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The Administrator will determine and specify in each award agreement, and solely in its discretion, the period of exercise applicable to each option following the participant’s cessation of service with the Company. In the absence of such a determination by the Administrator, the participant generally will be able to exercise his or her vested option for (i) thirty (30) days following his or her cessation of service for reasons other than death, disability or cause, (ii) six (6) months following his or her cessation of service due to disability, and (iii) twelve (12) months following his or her cessation of service due to death; provided, however, that the option immediately will terminate upon a cessation of service for cause.

In addition, if the participant is terminated for cause, the Company has the option to repurchase at cost any shares previously acquired through the exercise of an option granted on any date on which our common stock is not listed on any established stock exchange or national market system under the Amended Plan.

Restricted Stock Awards

RSAs vest in accordance with the terms and conditions established by the Administrator in its sole discretion. Each RSA granted will be evidenced by a written or electronic agreement between the Company and the participant specifying the number of shares subject to the award and the other terms and conditions of the award, consistent with the requirements of the Amended Plan. RSAs may be subject to vesting conditions as the Administrator specifies, and the shares acquired may not be transferred by the participant until vested. The Administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. Unless otherwise provided by the Administrator, a participant will forfeit any shares subject to RSAs as to which the restrictions have not lapsed prior to the participant’s termination of service.

Unless the Administrator provides otherwise, participants holding RSAs will have the right to vote the shares and to receive all dividends and other distributions paid, except that dividends or other distributions paid in shares will be subject to the same restrictions on transferability and forfeitability as the shares with respect to which they were paid.

In addition, if the participant is terminated for cause, the Company has the right to repurchase at fair market value any shares for which restrictions have lapsed, the participant paid consideration for such shares and such shares were granted on any date on which our common stock is not listed on any established stock exchange or national market system under the Amended Plan.

Restricted Stock Units

The Administrator may grant RSUs which represent a right to receive shares at a future date as set forth in the participant’s award agreement. Each RSU granted under the Amended Plan will be evidenced by a written or electronic agreement between the Company and the participant specifying the number of shares subject to the award and other terms and conditions of the award, consistent with the requirements of the Amended Plan.

RSUs will result in a payment to a participant only if the performance goals or other vesting criteria the Administrator may establish are achieved or the awards otherwise vest. The Administrator may set vesting criteria based upon the achievement of Company-wide, divisional, business unit, or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws or any other basis determined by the Administrator in its discretion, which, depending on the extent to which they are met, will determine the number of RSUs to be paid out to participants. After the grant of a RSU award, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout. A participant will forfeit any unearned RSUs as of the date set forth in the award agreement. The Administrator in its sole discretion may pay earned RSUs in cash, shares of our common stock, or a combination of cash and shares.

Stock Appreciation Rights

A stock appreciation right gives a participant the right to receive the appreciation in the fair market value of our common stock between the date of grant of the award and the date of its exercise. Each stock appreciation right granted under the Amended Plan will be evidenced by a written or electronic agreement between the Company and the participant specifying the exercise price and the other terms and conditions of the award, consistent with the requirements of the Amended Plan.

The exercise price per share of each stock appreciation right may not be less than the fair market value of a share on the date of grant. Upon exercise of a stock appreciation right, the holder of the award will be entitled to receive an amount determined by multiplying (i) the difference between the fair market value of a share on the date of exercise over

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the exercise price by (ii) the number of exercised shares. The Company may pay the appreciation in cash, in shares, or in some combination thereof. The term of a stock appreciation right will be set forth in the award agreement. The terms and conditions relating to the period of exercise and the Company repurchase rights with respect to options described above also will apply to stock appreciation rights.

Performance Units and Performance Shares

Performance units and performance shares may also be granted under the Amended Plan. Performance units and performance shares are awards that will result in a payment to a participant only if the performance goals or other vesting criteria the Administrator may establish are achieved or the awards otherwise vest. Each award of performance units or shares granted under the Amended Plan will be evidenced by a written or electronic agreement between the Company and the participant specifying the performance period and other terms and conditions of the award, consistent with the requirements of the Amended Plan.

Earned performance units and performance shares will be paid, in the sole discretion of the Administrator, in the form of cash, shares (which will have an aggregate fair market value equal to the earned performance units or shares at the close of the applicable performance period), or in a combination thereof. The Administrator may set performance objectives based upon the achievement of Company-wide, divisional, business unit or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion.

After the grant of a performance unit or performance share, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such performance units or shares. Performance units will have an initial value established by the Administrator on or before the date of grant. Each performance share will have an initial value equal to the fair market value of a share on the grant date. A participant will forfeit any performance shares or units that are unearned or unvested as of the date set forth in the award agreement.

Transferability of Awards

Unless determined otherwise by the Administrator (and subject to the provisions of the Amended Plan that provides that the Administrator cannot institute an exchange program), awards granted under the Amended Plan may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of a participant, only by the participant. If the Administrator makes an award transferable, the award will contain such additional terms and conditions as the Administrator deems appropriate.

Dissolution or Liquidation

In the event of the Company’s proposed dissolution or liquidation, the Administrator will notify each participant as soon as practicable prior to the effective date of such proposed transaction. An award will terminate immediately prior to consummation of such proposed action to the extent the award has not been previously exercised.

Change in Control

The Amended Plan provides that, in the event of a merger of the Company with or into another corporation or entity or a “change in control” (as defined in the Amended Plan), each outstanding award will be treated as the Administrator determines, including, without limitation, that each award be assumed or an equivalent award substituted by the successor corporation or its affiliate. The Administrator will not be required to treat all awards similarly in the transaction. Our Board has previously determined and unless the Administrator determines otherwise, all equity awards issued under the Prior Plan, the Current Plan and the Amended Plan, if approved, will include the provision that in the event of a “change in control” (as defined in the Prior Plan or the Amended Plan, as applicable), all unvested shares underlying the option and all unvested RSUs and RSAs will vest and become exercisable, as applicable, immediately prior to the consummation of such change in control transaction.

If the successor corporation does not assume or substitute for the award, the participant will fully vest in and have the right to exercise all of his or her outstanding options and stock appreciation rights, all restrictions on RSAs and RSUs will lapse, and, with respect to awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met. In addition, if an option or stock appreciation right is not assumed or substituted for, the Administrator will notify the participant in writing or electronically that the option or stock appreciation right will be exercisable for a period of time determined by the Administrator in its sole discretion, and the option or stock appreciation right will terminate upon the expiration of such period.

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Forfeiture Events

The Administrator may specify in an award agreement that a participant’s rights, payments, and benefits with respect to an award will be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an award. Such events may include, but are not limited to, fraud, breach of a fiduciary duty, restatement of financial statements as a result of fraud or willful errors or omissions, termination of employment for cause, violation of our material policies, breach of non-competition, confidentiality, or other restrictive covenants that may apply to the participant, or other conduct by the participant that is detrimental to our business or reputation. The Administrator may also require the application of this provisions with respect to any award previously granted to a participant even without any specified terms being included in any applicable award agreement to the extent required under applicable law.

Termination or Amendment

The Current Plan became effective upon its approval by the Company’s stockholders at the 2024 Annual Meeting. The Amended Plan will become effective upon its approval by the Company’s stockholders at the Annual Meeting and will continue in effect until terminated by the Administrator, but no options that qualify as incentive stock options may be granted after April 10, 2023. The Administrator may amend, alter, suspend or terminate the Amended Plan at any time, provided that the Company will obtain stockholder approval of any amendment to the extent necessary and desirable to comply with applicable laws. No amendment, alteration, suspension or termination of the Amended Plan may impair the rights of any participant unless mutually agreed otherwise between the participant and the Company.

Summary of U.S. Federal Income Tax Consequences

The following summary is intended only as a general guide to the material U.S. federal income tax consequences of participation in the Amended Plan. The summary is based on existing U.S. laws and regulations, and there can be no assurance that those laws and regulations will not change in the future. The summary does not purport to be complete and does not discuss the tax consequences upon a participant’s death, or the provisions of the income tax laws of any municipality, state or non-U.S. country in which the participant may reside. As a result, tax consequences for any particular participant may vary based on individual circumstances.

Incentive Stock Options

An optionee recognizes no taxable income for regular income tax purposes as a result of the grant or exercise of an incentive stock option qualifying under Section 422 of the Code. Optionees who neither dispose of their shares within two (2) years following the date the option was granted nor within one (1) year following the exercise of the option normally will recognize a capital gain or loss equal to the difference, if any, between the sale price and the purchase price of the shares. If an optionee satisfies such holding periods upon a sale of the shares, the Company will not be entitled to any deduction for federal income tax purposes. If an optionee disposes of shares within two (2) years after the date of grant or within one (1) year after the date of exercise (a “disqualifying disposition”), the difference between the fair market value of the shares on the exercise date and the option exercise price (not to exceed the gain realized on the sale if the disposition is a transaction with respect to which a loss, if sustained, would be recognized) will be taxed as ordinary income at the time of disposition. Any gain in excess of that amount will be a capital gain. If a loss is recognized, there will be no ordinary income, and such loss will be a capital loss. Any ordinary income recognized by the optionee upon the disqualifying disposition of the shares generally should be deductible by the Company for federal income tax purposes, except to the extent such deduction is limited by applicable provisions of the Code.

The difference between the option exercise price and the fair market value of the shares on the exercise date is treated as an adjustment in computing the optionee’s alternative minimum taxable income and may be subject to an alternative minimum tax which is paid if such tax exceeds the regular tax for the year. Special rules may apply with respect to certain subsequent sales of the shares in a disqualifying disposition, certain basis adjustments for purposes of computing the alternative minimum taxable income on a subsequent sale of the shares and certain tax credits which may arise with respect to optionees subject to the alternative minimum tax.

Nonstatutory Stock Options

Options not designated or qualifying as incentive stock options will be nonstatutory stock options having no special U.S. tax status. An optionee generally recognizes no taxable income as the result of the grant of such an option. Upon exercise of a nonstatutory stock option, the optionee normally recognizes ordinary income equal to the amount that the fair market value of the shares on such date exceeds the exercise price. If the optionee is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of stock acquired

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by the exercise of a nonstatutory stock option, any gain or loss, based on the difference between the sale price and the fair market value on the exercise date, will be taxed as capital gain or loss. No tax deduction is available to the Company with respect to the grant of a nonstatutory stock option or the sale of the stock acquired pursuant to such grant.

Stock Appreciation Rights

In general, no taxable income is reportable when a stock appreciation right is granted to a participant. Upon exercise, the participant generally will recognize ordinary income in an amount equal to the fair market value of any shares of our common stock received. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.

Restricted Stock Awards

A participant acquiring RSAs generally will recognize ordinary income equal to the fair market value of the shares on the vesting date. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. The participant may elect, pursuant to Section 83(b) of the Code, to accelerate the ordinary income tax event to the date of acquisition by filing an election with the Internal Revenue Service no later than thirty (30) days after the date the shares are acquired. Upon the sale of shares acquired pursuant to a RSA, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.

Restricted Stock Unit Awards

There generally are no immediate tax consequences of receiving an award of RSUs. A participant who is awarded RSUs generally will be required to recognize ordinary income in an amount equal to the fair market value of shares issued to such participant at the end of the applicable vesting period or, if later, the settlement date elected by the Administrator or a participant. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Any additional gain or loss recognized upon any later disposition of any shares received would be capital gain or loss.

Performance Shares and Performance Unit Awards

A participant generally will recognize no income upon the grant of a performance share or a performance unit award. Upon the settlement of such awards, participants normally will recognize ordinary income in the year of receipt in an amount equal to the cash received and the fair market value of any cash or nonrestricted shares received. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of any shares received, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.

Section 409A

Section 409A of the Code provides certain requirements for nonqualified deferred compensation arrangements with respect to an individual’s deferral and distribution elections and permissible distribution events. Awards granted under the Amended Plan with a deferral feature will be subject to the requirements of Section 409A of the Code. If an award is subject to and fails to satisfy the requirements of Section 409A of the Code, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with Section 409A’s provisions, Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as interest on such deferred compensation. Certain states have enacted laws similar to Section 409A which impose additional taxes, interest and penalties on non-qualified deferred compensation arrangements. The Company will also have withholding and reporting requirements with respect to such amounts.

Medicare Surtax

A participant’s annual “net investment income”, as defined in Section 1411 of the Code, may be subject to a 3.8% federal surtax (generally referred to as the “Medicare Surtax”). Net investment income may include capital gain and/or loss arising from the disposition of shares subject to a participant’s awards under the Amended Plan. Whether a participant’s net investment income will be subject to the Medicare Surtax will depend on the participant’s level of annual income and other factors.

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Tax Effect for the Company

The Company generally will be entitled to a tax deduction in connection with an award under the Amended Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonstatutory stock option). Special rules limit the deductibility of compensation paid to our chief executive officer and other “covered employees” as determined under Section 162(m) and applicable guidance. Under Section 162(m), the annual compensation paid to any of these specified executives will be deductible only to the extent that it does not exceed $1,000,000.

THE FOREGOING IS ONLY A SUMMARY OF THE EFFECTS OF FEDERAL INCOME TAXATION UPON PARTICIPANTS AND THE COMPANY WITH RESPECT TO AWARDS UNDER THE AMENDED PLAN. IT DOES NOT PURPORT TO BE COMPLETE, AND DOES NOT DISCUSS THE TAX CONSEQUENCES OF A PARTICIPANT’S DEATH OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE.

Number of Awards Granted to Employees, Consultants, and Directors

The number of awards that an employee, director or consultant may receive under the Amended Plan is in the discretion of the Administrator and therefore cannot be determined in advance. Thus, the following table presents amounts that would have been received by the persons listed above during the last fiscal year if the Amended Plan had been in effect based on what each person actually received during the last fiscal year under the Current Plan.

The following table sets forth for each of our named executive officers for the last fiscal year, current executive officers as a group, current directors who are not executive officers, as a group, and all employees, including all current officers who are not executive officers, as a group during the last fiscal year: (i) the aggregate number of shares of our common stock subject to options granted under the Current Plan, (ii) the weighted average per share exercise price of such options, (iii) the aggregate number of RSUs granted under the Current Plan, (iv) the grant date value of RSUs, (v) the aggregate number of RSAs granted under the Current Plan and (vi) the grant date value of the RSAs.


Name of Individual or Group	Number of Options Granted	Weighted Average Per Share Exercise Price of Options	Number of RSUs Granted	Grant Date Value of RSUs	Number of RSAs Granted	Grant Date Value of RSAs
Kendall Larsen, Chief Executive Officer	50,000	$20.22	—	$—	—	$—
Robert D. Short III, Ph.D., Chief Scientist (former)	—	$—	—	$—	—	$—
Katherine Allanson, Chief Financial Officer	30,000	$20.22	—	$—	—	$—
All current executive officers, as a group	80,000	$20.22	—	$—	—	$—
All current directors who are not executive officers, as a group	—	$—	—	$—	30,000	$8.90
All employees, including all current officers who are not executive officers, as a group	408,000	$20.22	—	$—	—	$—

Vote Required

The approval of the Amended Plan will require the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote at the Annual Meeting on this matter. Abstentions will have the same effect of a vote “against” the Amended Plan and broker non-votes will have no effect.

We strongly believe that the approval of the Amended Plan is essential to our continued success. Our employees are one of our most valuable assets. Stock options and other awards such as those provided under the Amended Plan are vital to our ability to attract and retain outstanding and highly skilled individuals. Such awards also are crucial to our ability to motivate employees to achieve the Company’s goals. For the reasons stated above, the stockholders are being asked to approve the Amended Plan.

The Board of Directors unanimously recommends that you vote “FOR” the approval of the amendment to the Amended and Restated 2013 Equity Incentive Plan.

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EXECUTIVE OFFICERS

The following table sets forth the respective names, ages and positions of our named executive officers as of March 31, 2026.

The biography of Mr. Larsen is set forth under the heading “Board of Directors” in this Proxy Statement.

Ms. Allanson has been our Chief Financial Officer since September 2021. Prior to this, Ms. Allanson served as the Company’s Controller from August 2021 to September 2021 and as an independent consultant providing accounting and reporting services to the Company from October 2011 until August 2021. Ms. Allanson has also provided and does continue to provide similar independent consulting services for other public and private companies and certified public accountant firms. Ms. Allanson earned her Bachelor of Science in Accounting from Auburn University in 1987 and is a licensed Certified Public Accountant.

Each officer serves at the discretion of the Board and holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

EXECUTIVE COMPENSATION AND OTHER MATTERS

Our named executive officers for 2025 were Mr. Larsen, Ms. Allanson and Robert D. Short III, Ph.D. Dr. Short passed away in October 2025 and his employment with the Company ended at such time.

Compensation Program Objectives

The primary objectives of our executive compensation program are:

•	attracting and retaining the most talented and dedicated executives possible;

•	correlating annual and long-term cash and stock incentives to achievement of measurable performance objectives; and

•	aligning executives’ incentives with stockholder value creation.

To achieve these objectives, we implement and maintain compensation plans that seek to tie a substantial portion of each executive officer’s overall compensation to key strategic financial and operational goals, such as revenue-generating activities, product and technical development, corporate public relations and stockholder value creation. The compensation committee’s approach emphasizes the setting of compensation at levels it believes are competitive with executives at other companies of similar size and stage of development who are operating in the information technology industry while taking into account our relative performance, key qualitative factors such as executive performance, criticality and tenure and our own strategic goals.

Executive Compensation Process

Role of the Compensation Committee

We maintain an executive compensation program comprised of multiple elements. The compensation committee typically reviews the elements of compensation for our named executive officers semiannually. The compensation committee makes all compensation decisions with regard to our Chief Executive Officer and the Company’s other named executive officers. In addition, the compensation committee is responsible for determining for all executive officers: annual base salary, annual incentive bonus, including specific goals, as applicable, and amount, equity compensation, employment agreements, severance arrangements and change in control agreements/provisions, if any, and any other benefits or compensation arrangement; evaluating and recommending to the Board compensation plans, policies, and programs for our Chief Executive Officer and other executive officers; administering our equity incentive plans; and preparing the compensation committee report that the SEC requires in our annual proxy statement, as applicable.

Our success largely depends on the skills, experience and efforts of our key personnel, including Mr. Larsen and Ms. Allanson. Generally, the compensation committee seeks to provide compensation for our executive officers that is

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market competitive and provides incentives for our executive officers to remain with the Company and to drive development in the Company’s business. In setting executive compensation, the compensation committee considers various factors such as Company performance and individual performance, the importance of the officer’s role and the scope of the officer’s responsibilities (for example, job responsibilities that are broader than the specific position may suggest), current executive equity holdings and retention hold and competitive market data for executives in similar positions.

Role of the Chief Executive Officer and Management in Compensation Decisions

Our Chief Executive Officer generally attends the compensation committee’s meetings and makes recommendations to the compensation committee regarding the amount and form of the compensation of the other named executive officers and employees. He is not present for any of the executive sessions or for discussion related to his own compensation.

Compensation Consultant

The compensation committee retains sole authority to hire a compensation consultant, approve its compensation, determine the nature and scope of its services, evaluate its performance, and terminate its engagement.

From time to time, the compensation committee engages with Compensia as its compensation consultant to:

•	review the Company’s current executive and director compensation practices; and

•	review and compare proposed cash and equity compensation adjustments for named executive officers relative to competitive market data previously developed by Compensia for the compensation committee.

Elements of Executive Compensation

Our executive compensation program consists of the following elements:

•

Base Salary. Base salaries for our named executive officers are established based on the scope of their responsibilities, taking into account competitive market compensation paid by other companies for similar positions. Generally, the program is designed to deliver executive base salaries within the range of salaries for executives with the requisite skills in similar positions with similar responsibilities and similar tenure at comparable companies, in line with our compensation philosophy. Executives with more experience, critical skills, and/or considered key performers may be compensated above the range as part of our strategy for attracting, motivating and retaining highly experienced and high performing employees. Base salaries are reviewed annually and adjusted from time to time after taking into account relevant market data, individual responsibilities, performance, and experience.

•

Annual Incentive Bonus. Each year, the compensation committee establishes an annual incentive bonus amount for each named executive officer based on a percentage of the executive’s base salary. The incentive bonus, combined with base salary, is intended to provide our executive officers with a competitive cash compensation package that will aid in the retention of the employee, as well as provide an incentive and a reward for strong Company and individual performance. The Chief Executive Officer and the compensation committee agree on general performance objectives for our named executive officers for the year, but the compensation committee has the sole discretion to determine following the end of the fiscal year whether, and the extent to which, the performance objectives were met and the amount of the annual incentive bonuses to be paid. Given the Company’s rapidly evolving business model, this structure provides the compensation committee with flexibility to reward strategic and operational goals that may not be quantifiable and allows the compensation committee to take into account the Company’s overall performance based on a multitude of factors. The compensation committee generally utilizes the annual incentive bonuses to compensate officers for achieving financial and operational goals and for individual performance. Performance factors considered when determining bonuses typically include strategic factors such as establishment and maintenance of key strategic relationships, development and implementation of our licensing strategy, development of our product, identification and advancement of additional products, litigation strategies and financial factors such as improving our results of operations, and increasing the price per share of our Common Stock.

•	Long-Term Incentive Program. We believe that long-term performance is achieved through an ownership culture that encourages high performance by our named executive officers through the use of stock-based

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awards. Our Amended and Restated 2013 Equity Incentive Plan (the “Plan”) was established to provide our employees, including our named executive officers, with incentives to help align those employees’ interests with the interests of stockholders. Our compensation committee believes that the use of stock-based awards offers the best approach to achieving our compensation goals. Our Plan allows for stock options, RSAs, RSUs, stock appreciation rights, performance units, performance shares and performance bonus awards. In 2025, we granted stock options under our Plan to our named executive officers.

Stock-based awards are made at the commencement of employment, may be made annually based upon performance and, occasionally, following a significant change in job responsibilities or to meet other special retention objectives. The compensation committee reviews and approves stock-based awards to named executive officers based upon a review of competitive compensation data, its assessment of individual performance, a review of each executive’s existing long-term incentives, and retention considerations. In determining the number of stock-based awards granted to our named executive officers, we take into account the individual’s position, scope of responsibility, ability to affect profits and stockholder value, the individual’s historic and recent performance, the value of stock-based awards in relation to other elements of the individual executive’s total compensation and relative to comparable companies. We expect to continue to use stock-based awards as a long-term incentive vehicle because we believe that stock-based awards:

•	align the interests of executives with those of the stockholders, support a pay-for-performance culture, foster employee stock ownership, and focus the management team on increasing value for the stockholders;

•	are performance-based in that the value of awards is tied directly to our stock price performance;

•	help to provide a balance to the overall executive compensation program as base salary and our annual bonus program focus on short-term compensation, while the vesting of stock options, RSAs and RSUs provide incentives to increase stockholder value over the longer term; and

•	include vesting restrictions that encourage executive retention and the preservation of stockholder value.

Named Executive Officers’ Compensation Decisions for 2025

In 2024, the compensation committee undertook a full review of the compensation of our named executive officers, and following this review, in November 2024, the compensation committee increased the base salaries for 2025 for each of our named executive officers compared to 2024 (as described in greater detail below).

The compensation for our named executive officers for 2025 is presented in the table below.


Name	Base Salary 2025	Targeted Cash Incentive Opportunity for 2025⁽¹⁾	Actual Cash Incentive Paid for 2025⁽²⁾	Annual Incentive Bonus 2025⁽³⁾	Number of Shares Underlying Stock Option Grants for 2025⁽⁴⁾	Number of Shares Underlying Stock Awards for 2025⁽⁴⁾	All Other Compensation
Kendall Larsen President & Chairman, Chief Executive Officer	$854,320	75%	75%	$640,740	50,000	—	$65,717⁽⁵⁾
Robert D. Short III, Ph.D. Chief Scientist (former)	$543,689	50%	—%	$—	—	—

Kendall Larsen

Chairman of the Board of Directors, President and Chief Executive Officer

Katherine Allanson

Chief Financial Officer

SEC Form DEF 14A filed by VirnetX Holding Corp