Knightscope, Inc.

2025 Summary Compensation Table

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

Narrative Disclosure to 2025 Summary Compensation Table

The 2025 compensation program for the Company’s named executive officers was comprised of the following major elements: (a) base salary; and (b) an annual, discretionary cash bonus. These principal elements of compensation are described below.

Base Salaries

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

In 2025, the base salaries of Mr. Li, Ms. Soria, and Mr. Dwivedi were $555,000, $400,000, and $400,000, respectively.

Annual Bonuses

Annual bonuses may be awarded based on qualitative and quantitative performance standards and are designed to reward performance of our named executive officers individually. For 2025, the annual bonus was based on achievement of performance-based metrics and equal to 100% of the base salary for each of the Company’s named executive officers.

During 2025, the named executive officers delivered a number of operational and strategic accomplishments that strengthened the Company’s foundation for future growth. Key achievements included (i) revenue growth and improved working-capital management, (ii) disciplined operating expense controls, (iii) continued investment in next-generation technologies and product platforms, (iv) strengthening of capital markets access and liquidity, (v) improvements to manufacturing and inventory management processes, and (vi) the implementation of enhanced financial and operational systems. Additionally, Mr. Dwivedi was granted a one-time bonus for an aggregate gross amount of $200,000, payable in two installments (i) $100,000 in January of 2025, and (ii) $100,000 following the finalization and completion of the Company’s financial model by Mr. Dwivedi on March 31, 2025 and the Board of Director’s certification of such model.

Long-Term Equity Incentives

Grants made under our 2022 Plan provide continual motivation for our officers, employees, consultants and directors to achieve our business and financial objectives, align their interests with the long-term interests of our stockholders, and provide a long-term retention incentive. While none of named executive officers received option grants in 2025, each named executive officer held outstanding stock options as of December 31, 2025, as detailed in the “2025 Outstanding Equity Awards at Fiscal Year-End” below.

Other Elements of Compensation

Retirement Savings and Health and Welfare Benefits

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

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

Equity Award Timing Policies and Practices

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

There were no stock option grants made to any named executive officer during fiscal year 2025.

2025 Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information with respect to outstanding stock options held by our named executive officers at December 31, 2025.

Executive Compensation Arrangements

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

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

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

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

2025 Director Compensation

For 2025, each non-employee director received an annual cash retainer of $15,000. In addition, a director serving as the chairperson of a Board of Directors committee received an additional annual retainer of $2,500, except that the chairperson of the Audit Committee received an additional annual retainer of $6,500. Each non-executive director is eligible to receive awards under the Company’s equity incentive plans as may be determined from time to time by the Board of Directors in its discretion. Mr. Li does not receive compensation for his service on the Board of Directors.

The following table summarizes the total compensation earned by each of our non-employee directors who served during 2025.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee is or has been an officer or employee of Knightscope, Inc. In addition, none of our executive officers serves or has served as a member of the Board of Directors, compensation committee or other Board or Directors committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.