VirnetX Holding Corp

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:

☐ 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):

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.

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.

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:

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.

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, PLEASECOMPLETE, SIGN, DATE AND RETURN THE PROXY CARD OR VOTING INSTRUCTIONCARD AS INSTRUCTED OR VOTE BY TELEPHONE OR USING THE INTERNET ASINSTRUCTED ON THE PROXY CARD OR VOTING INSTRUCTION CARD.

Sincerely,

Kendall Larsen

Chairman of the Board of Directors

Zephyr Cove, Nevada

April 24, 2026

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.

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.

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.

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:

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.

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.