CSP INC /MA/

For the period ended Feb 10, 2026. Filed Dec 30, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Feb 10, 2026 · Filed Dec 30, 2025

CSPI$7.25+1.1%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

Filed by the Registrant ⌧ Filed by a Party other than the Registrant ◻

Check the appropriate box:

◻	Preliminary Proxy Statement

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

⌧	Definitive Proxy Statement

◻	Definitive Additional Materials

◻	Soliciting Material Pursuant to Sec. § 240.14a-12

CSP INC.

(Name of Registrant as Specified in Its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box)

⌧	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.

CSP INC.

December 30, 2025

Dear Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of CSP Inc. Our Annual Meeting will be held on Tuesday, February 10, 2026, at 9:00 a.m. local time at our CSP Inc. office located at 951 Broken Sound Pkwy NW #250, Boca Raton, Florida 33487.

We describe in detail the actions we expect to take at our Annual Meeting in the attached Notice of 2026 Annual Meeting of Stockholders and proxy statement.

Your vote is very important to us, regardless of the number of shares that you own. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible to make sure your shares are represented at the Annual Meeting. To simplify this process, your vote may be cast over the Internet, by telephone or by mail.

We look forward to seeing you at the Annual Meeting.

	Sincerely,

	/s/Victor Dellovo
	Victor Dellovo
	Chief Executive Officer

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

Date: Tuesday, February 10, 2026

Time: 9:00 a.m. local time

Place: CSP Inc. Office in Boca Raton, Florida

951 Broken Sound Pkwy NW #250

Boca Raton, Florida 33487

At the Annual Meeting you will be asked to:

1.	elect the nominees named in the proxy statement to the Board of Directors as directors;

2.	consider an advisory vote to approve executive compensation;

3.	ratify the appointment of CBIZ CPAs P.C. as the Company’s independent auditors for fiscal year 2026; and

4.	transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

	By order of the Board of Directors,

	/s/Gary W. Levine
	Gary W. Levine
	Secretary

Lowell, Massachusetts

December 30, 2025

YOUR VOTE IS IMPORTANT

TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING WHETHER OR NOT YOU ATTEND, PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD OR VOTE YOUR PROXY OVER THE INTERNET OR BY TELEPHONE AS PROMPTLY AS POSSIBLE.

ANY STOCKHOLDER ATTENDING THE ANNUAL MEETING MAY VOTE IN PERSON EVEN IF HE OR SHE HAS RETURNED A PROXY. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE, YOU MUST FIRST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on February 10, 2026. The notice of the Annual Meeting, proxy statement, proxy card and 2025 Annual Report on Form 10-K are also available atwww.proxyvote.com

CSP INC.

(A Massachusetts Corporation)

PROXY STATEMENT

Annual Meeting of Stockholders

February 10, 2026

Table of Contents

	Page
INFORMATION CONCERNING THE PROXY MATERIALS AND THE ANNUAL MEETING	1
QUESTIONS AND ANSWERS REGARDING THE ANNUAL MEETING	2
PROPOSAL ONE: ELECTION OF DIRECTORS	7
Nominees for Election	7
CORPORATE GOVERNANCE	11
Independent Directors	11
Board Leadership Structure and Role in Risk Oversight	11
Meetings and Committees of the Board of Directors	11
Policies and Procedures for the Review and Approval of Transactions with Related Parties	12
Code of Ethics	12
Communications with our Board of Directors	12
Policy Regarding Board Attendance	12
Director Candidates and Selection Process	13
COMMITTEES OF THE BOARD OF DIRECTORS	15
Audit Committee	15
Nominating Committee	15
Compensation Committee	15
2025 COMPENSATION OF NON-EMPLOYEE DIRECTORS	16
OUR EXECUTIVE OFFICERS	16
Background Information About Executive Officers	16
COMPENSATION OF EXECUTIVE OFFICERS	17
2025 Summary Compensation Table	17
Employment Agreements and Arrangements	19
Change of Control Agreements	19
Clawback and Stock Ownership Guidelines	20
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information	20
Pay Versus Performance	21
Outstanding Equity Awards at 2025 Fiscal Year-End	23
PROPOSAL TWO: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	24
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY INCENTIVE PLANS	26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	26
Stock Owned by Directors, Executive Officers and Greater-Than-5% Stockholders	27
Delinquent Section 16(a) Reports	28
INFORMATION ABOUT OUR AUDIT COMMITTEE AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	29
Audit Committee Report	29
Our Independent Registered Public Accounting Firm	30
Fees for Professional Services	31
Pre-Approval Policies and Procedures	31
Whistleblower Procedures	31
PROPOSAL THREE: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT AUDITOR	32
OTHER MATTERS	33
Other Business	33
Stockholder Proposals for 2027 Annual Meeting	33
SOLICITATION	34

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.