RYTHM, Inc.
For the period ended Jun 16, 2026. Filed Apr 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.
Jun 16, 2026 · Filed Apr 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 Pursuant to §240.14a-12 |
RYTHM, 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. |
RYTHM, INC.
ANNUAL MEETING OF STOCKHOLDERS
NOTICE AND PROXY STATEMENT
Dear RYTHM, Inc. Stockholder:
On behalf of the Board of Directors, I am pleased to invite you to attend the RYTHM, Inc. (“RYTHM” or the “Company”) Virtual Annual Meeting of Stockholders to be held on Tuesday, June 16, 2026, at 3:00 p.m., Central Time. To be admitted to the Annual Meeting atwww.virtualshareholdermeeting.com/RYM2026, you must enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting.
At the meeting, you and the other stockholders will be asked to vote upon the following:
To elect seven directors, each for a one-year term;
To ratify the appointment of GuzmanGray as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and
To approve an amendment to the RYTHM, Inc. 2022 Omnibus Equity Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder by 115,000 shares.
As of April 20, 2026, the Company had 2,149,128 shares of Common Stock outstanding. Only shareholders of record as of the close of business on April 20, 2026 are entitled to receive notice of, to attend, and to vote at, the Annual Meeting.
Whether or not you can attend the meeting, please read the attached proxy statement. When you have done so, please mark your vote on the proxy card, sign and date the proxy card, and return it to us. Alternatively, you may cast your vote by telephone, or through the Internet. Instructions for voting by telephone or through the Internet are included with your proxy. Your vote is important. Please act promptly by voting your shares by telephone, via the Internet, or by signing, dating and returning the proxy card.
Thank you for your continued interest in RYTHM. We look forward to seeing you at the meeting.
Sincerely,
/s/ Benjamin Kovler
Benjamin Kovler
Chairman and Interim Chief Executive Officer
2220 Hicks Road, Suite 210, Rolling Meadows, IL 60008 • Tel: (855) 420-0020
ir@rythminc.com •www.rythminc.com
RYTHM, Inc.
2220 Hicks Road, Suite 210
Rolling Meadows, IL 60008
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held Tuesday, June 16, 2026
To RYTHM, Inc. Stockholders:
RYTHM, Inc. (“RYTHM”) will hold its Virtual Annual Meeting of Stockholders on Tuesday, June 16, 2026 at 3:00 p.m., Central Time. To be admitted to the Annual Meeting atwww.virtualshareholdermeeting.com/RYM2026, you must enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting.
We are holding this meeting for the following purposes:
To elect seven directors, each for a one-year term;
To ratify the appointment of GuzmanGray as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and
To approve an amendment to the RYTHM, Inc. 2022 Omnibus Equity Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder by 115,000 shares.
The Board of Directors selected April 20, 2026 as the record date for determining stockholders entitled to vote at the Annual Meeting. As of April 20, 2026, RYTHM had 2,149,128 shares of Common Stock outstanding. A list of stockholders on that date will be available for inspection at RYTHM’s corporate headquarters, 2220 Hicks Road, Suite 210, Rolling Meadows, IL 60008, during normal business hours for the ten-day period prior to the Annual Meeting. Only holders of our Common Stock as of the close of business on April 20, 2026 are entitled to vote at the Annual Meeting or any adjournment thereof.
On or about April 29, 2026, we are mailing to our stockholders our proxy statement, proxy and 2025 Annual Report on Form 10-K, as amended.
By Order of the Board of Directors,
/s/ Benjamin Kovler
Benjamin Kovler
Corporate Secretary
Rolling Meadows, Illinois
Important Notice Regarding Availability of Proxy Materials for the Virtual Annual Meeting of Stockholders to be Held on June 16, 2026: The Notice of Annual Meeting and Proxy Statement and our 2025 Annual Report on Form 10-K are available atwww.proxyvote.com.
2220 Hicks Road, Suite 210, Rolling Meadows, IL 60008 • Tel: (855) 420-0020
ir@rythminc.com •www.rythminc.com
Following the virtual Annual Meeting of Stockholders, all stockholders are invited to attend a reception at Garcia’s Chicago (1001 W Washington Blvd, Chicago, IL 60607) on Tuesday, June 16, 2026 at 3:30 p.m. (Central time), where food and beverages will be provided. Shareholders who arrive early may observe the virtual meeting at Garcia’s. Doors will open at 1:00 p.m. As the meeting will be entirely virtual, persons at Garcia’s will not be counted as attendees of the meeting for any purpose, and will not be permitted to ask questions or vote. Questions and voting will only take place at the official meeting location, www.virtualshareholdermeeting.com/RYM2026, and in accordance with the meeting rules and procedures posted therein.
IMPORTANT
Whether or not you expect to attend the virtual annual meeting, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares by telephone, via the Internet, or by signing, dating, and returning the enclosed proxy card will save the Company the expense and extra work of additional solicitation. An addressed envelope, for which no postage is required if mailed in the United States, is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option.
RYTHM, INC.
PROXY STATEMENT
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