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Knightscope, Inc.

For the period ended Sep 2, 2026. Filed Jul 24, 2026.

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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.

Sep 2, 2026 · Filed Jul 24, 2026

KSCP$0.47+14.3%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 §240.14a-12

KNIGHTSCOPE, INC.

(Name of Registrant as Specified in its Charter)

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

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

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

305 North Mathilda Avenue

Sunnyvale, California 94085

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON SEPTEMBER 2, 2026

Dear Stockholder:

We cordially invite you to attend the 2026 Annual Meeting of Stockholders of Knightscope, Inc. (the “Annual Meeting”). The Annual Meeting will be held on Wednesday, September 2, 2026, at 1:00 p.m., Pacific Time. The Annual Meeting will be held virtually via live audio webcast meetnow.global/MF6KPSW** **for the following purposes:

1.To elect each of William Santana Li, William G. Billings, Robert A. Mocny, and Melvin W. Torrie to the Board of Directors to serve until the 2027 annual meeting of stockholders and until their respective successors are elected and qualified;
2.To ratify the appointment of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;
3.To approve the second amendment to the Company’s 2022 Equity Incentive Plan to increase the available number of shares of Class A Common Stock; and
4.To transact any other business that properly comes before the Annual Meeting and any adjournment or postponement of the Annual Meeting.

You will find important information about the matters to be voted on at the Annual Meeting in the Proxy Statement accompanying this Notice. Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials via the Internet. On or about July 24, 2026, we will mail our stockholders a one-page Notice of Internet Availability of Proxy Materials (the “Notice”) instead of sending a full set of printed materials. Stockholders will have the ability to access the proxy materials at www.envisionreports.com/KSCP or request to receive a printed set of the proxy materials by mail or an electronic set of materials by email. Instructions on how to access the proxy materials and vote on the internet and by phone, or to request a printed copy may be found in the Notice. The record date for the Annual Meeting is July 15, 2026 (the “Record Date”). Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

Your vote is important. We hope you will attend the Annual Meeting virtually. We encourage you to review the proxy materials and vote as soon as possible. You may vote on the internet or by phone as described in the attached proxy materials. You also may vote by mail if you timely request to receive printed copies of these proxy materials in the mail. You will also be able to vote your shares electronically during the Annual Meeting. Details about how to attend the Annual Meeting online and cast your votes are posted at meetnow.global/MF6KPSW** **and can be found in this proxy statement in the section entitled “Questions and Answers about the Annual Meeting and Voting-How can I attend and vote at the Annual Meeting?”.

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​By Order of the Board of Directors of Knightscope, Inc.
​​
​/s/ William Santana Li
​William Santana Li
​Chairman, Chief Executive Officer and PresidentSunnyvale, CaliforniaJuly 24, 2026
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on September 2, 2026 at 1:00 p.m. Pacific time.The Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year 2025 are available electronically at www.envisionreports.com/KSCP.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.