KULR Technology Group, Inc.
For the period ended Dec 17, 2026. Filed Oct 27, 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.
Dec 17, 2026 · Filed Oct 27, 2026
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**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
**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 under § 240.14a-12 |
KULR TECHNOLOGY GROUP, 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 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. |
KULR Technology Group, Inc.
555 Forge River Road, Suite 100, Webster, Texas 77598
**NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 17, 2026
12:00 P.M. EASTERN TIME
TO THE STOCKHOLDERS OF KULR TECHNOLOGY GROUP, INC.:
The annual meeting of stockholders (the “Annual Meeting”) of KULR Technology Group, Inc. (which we refer to as “KULR” or the “Company”) will be a completely virtual meeting of stockholders.
To participate please visit www.virtualshareholdermeeting.com/KULR2026 There will not be a physical location for the Annual Meeting.
At the Annual Meeting, the holders of the Company’s outstanding capital stock will act on the following matters:
| 1. | To elect three directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified, or their earlier death, resignation or removal; |
| 2. | To ratify the appointment of CBIZ CPAs P.C. as the Company’s 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 the Company’s named executive officers; |
| 4. | To recommend, on a non-binding advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers; and |
We also will transact such other business as may properly come before the Annual Meeting and any adjournments or postponements of the Annual Meeting.
These matters are more fully described in the proxy statement accompanying this notice.
Only holders of the Company’s common stock and the Series A voting preferred stock, of record at the close of business on October 26, 2026 (“Record Date”), are entitled to notice of and to vote at the Annual Meeting. A proxy statement containing important information about the Annual Meeting and the matters being voted upon appears on the following pages.
The Board of Directors recommends that you vote “FOR” each nominee for director; “FOR” each of Proposals 2 and 3, and; for a frequency of every One (1) Year on Proposal 4 as set forth in this Notice of Annual Meeting of Stockholders and the Proxy Statement.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING
We are furnishing our proxy materials primarily through the Internet under the SEC’s notice-and-access rules. Most stockholders will receive a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of this proxy statement and our annual report to stockholders for the year ended December 31, 2025 (the “Annual Report”). The Notice explains how to access these materials and vote, and how to request paper or electronic copies of the materials without charge. Stockholders who have elected paper or electronic delivery will receive materials in accordance with their elections. This proxy statement and the Annual Report are available athttp://materials.proxyvote.com/50125G. The Company is paying the costs of the solicitation.
If you have any questions or need assistance voting your shares of our common stock, please contact the Company at (408) 663-5247.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Michael Mo
Michael Mo
Chief Executive Officer and Chairman
Webster, Texas
October 27, 2026.
PLEASE NOTE: The Annual Meeting will be held to conduct the business described above and report voting results. Eligible stockholders may hear the proceedings and vote during the virtual meeting until the polls close. The Annual Meeting will not include a live stockholder question-and-answer session. No other business matters are planned for the Annual Meeting.
TABLE OF CONTENTS
| QUESTIONS AND ANSWERS | 1 |
|---|---|
| THE ANNUAL MEETING | 6 |
| Date, Time and Place | 6 |
| Matters to be Considered | 6 |
| Record Date; Shares Outstanding and Entitled to Vote | 6 |
| Quorum | 6 |
| Vote Required | 7 |
| Recommendations of our Board of Directors | 7 |
| Ownership of Directors and Executive Officers | 7 |
| How to Vote Your Shares | 7 |
| How to Change Your Vote | 8 |
| Counting Your Vote | 8 |
| PROPOSAL NO. 1 - ELECTION OF DIRECTORS | 8 |
| Proposal | 8 |
| Nominees for Directors | 9 |
| Required Stockholder Vote and Recommendation of Our Board of Directors | 9 |
| DIRECTORS, OFFICERS AND KEY EMPLOYEES | 9 |
| CORPORATE GOVERNANCE | 11 |
| Code of Business Conduct and Ethics | 11 |
| Insider Trading Policy | 11 |
| Involvement in Certain Legal Proceedings | 12 |
| Board Leadership Structure | 12 |
| Board Committees | 13 |
| Audit Committee | 13 |
| Compensation Committee | 14 |
| Nominating and Corporate Governance Committee | 14 |
| Board of Director Meetings and Attendance | 15 |
| PROPOSAL NO. 2 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 15 |
| Proposal | 15 |
| Resignation of Marcum LLP as Our Independent Registered Public Accounting Firm | 16 |
| Approval of Appointment of CBIZ CPAs P.C. as Our Independent Registered Public Accounting Firm | 16 |
| Audit Fees | 17 |
| Fee Category | 17 |
| Audit Committee | 17 |
| Required Stockholder Vote and Recommendation of Our Board of Directors | 18 |
| AUDIT COMMITTEE REPORT | 18 |
| PROPOSAL NO. 3 - ADVISORY VOTE ON EXECUTIVE COMPENSATION | 18 |
|---|---|
| PROPOSAL NO. 4 - ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION | 19 |
| Required Vote | 19 |
| EXECUTIVE COMPENSATION | 20 |
| Summary Compensation Table | 20 |
| Pay vs. Performance | 21 |
| Employment Agreements | 21 |
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | 23 |
| DIRECTOR COMPENSATION | 25 |
| SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 25 |
| TRANSACTIONS WITH RELATED PERSONS | 25 |
| STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF KULR TECHNOLOGY GROUP, INC. | 25 |
| HOUSEHOLDING OF MATERIALS | 27 |
| STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING | 27 |
| OTHER MATTERS | 27 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.