AZIO AI HOLDINGS, INC.

For the period ended Nov 2, 2026. Filed Oct 9, 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.

Nov 2, 2026 · Filed Oct 9, 2026

AZIO$0.51-23.2%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

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

Azio AI Holdings, Inc.

(Name of Registrant as Specified in Its Charter)

Not Applicable

(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.

AZIO AI HOLDINGS, INC.

7510 Ardmore Street

Houston, TX 77054

October 9, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Azio AI Holdings, Inc. (“Azio AI”) to be held virtually, via a live webcast, on November 2, 2026, at 9:00 a.m., Pacific Time.You will not be able to attend the Annual Meeting **in-person.The formal Notice of the Annual Meeting of Stockholders and Proxy Statement accompanying this letter describe the business to be acted **upon at the Annual Meeting.

We have sent stockholders of record at the close of business on September 10, 2026, copies of our Proxy Statement for the Annual Meeting, including a proxy card, and our Annual Report on Form 10-K for the year ended December 31, 2025.

Your vote is important to us. Whether or not you plan to participate in the Annual Meeting, we encourage you to vote promptly. You may vote on the Internet, by telephone, or by completing, signing, dating and returning a proxy card or voting instruction form. Please read the enclosed information carefully before voting.

Thank you for your continued support of Azio AI.

Sincerely,

/s/ Chris Young

Chris Young

Chief Executive Officer and Chairman of the Board Azio AI Holdings, Inc.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held at 9:00 a.m., Pacific Time, on November 2, 2026

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Azio AI Holdings, Inc., a Delaware corporation (the “Company”, “we”, “us”, or “our”), will be held virtually, via live webcast, on November 2, 2026, at 9:00 a.m., Pacific Time. You will not be able to attend the Annual Meeting in person. You will be able to attend the Annual Meeting, vote and submit your questions during the Annual Meeting via live webcast by visitingHTTPS://EDGE.MEDIA-SERVER.COM/MMC/GO/AZIO2026AGM.

The Annual Meeting will be held for the following purposes:

1.	to elect the nominee named in our Proxy Statement as a Class III director for a three-year term expiring in 2029 and until his successor has been duly elected and qualified or until his earlier resignation, removal or death;

2.	to ratify the appointment of TAAD LLP 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 our Named Executive Officers in fiscal year 2025;
4.	to approve, for purposes of complying with Listing Rules 5635(a) and 5635(b) of The Nasdaq Stock Market LLC, the issuance of shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), upon conversion of the Company’s Series A Non-Voting Convertible Preferred Stock, par value $0.00001 per share;
5.	to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect, at the discretion of the Company’s Board of Directors (the “Board”), a reverse stock split of the Common Stock, at a ratio in the range of 1-for-15 to 1-for-30, with such ratio to be determined at the discretion of the Board;
6.	to approve the Company’s 2026 Equity Incentive Plan;

to approve a proposal to adjourn the Annual Meeting with respect to one or more of the foregoing proposals to a later date or dates, if necessary or appropriate, as determined by the Chairman of the Board, to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of such proposals or if the Company’s initial listing application required by Nasdaq Listing Rule 5110(a) has not yet been approved; and

8.	to consider and act upon other business which may properly come before the Annual Meeting or any postponement or adjournment thereof.

Your vote is important. You are entitled to vote only if you were a stockholder at the close of business on September 10, 2026, the record date for the Annual Meeting. We hope that you will attend the Annual Meeting via live webcast. Whether or not you plan to attend the Annual Meeting, please vote by proxy as soon as possible over the Internet or by telephone as instructed on the enclosed proxy card or by mail by following the instructions on the enclosed proxy card. If you are a holder of record of Common Stock, you may also cast your vote virtually at the Annual Meeting. If your shares are held in“street name”** (that is, held for your account by a broker or other nominee), you will receive instructions from your broker or other nominee as to how to vote your shares**.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on November 2, 2026, at 9:00 a.m., Pacific Time: This Notice of Annual Meeting of Stockholders and the accompanying Proxy Statement are available athttps://www.iproxydirect.com/aazio.

	BY ORDER OF THE BOARD OF DIRECTORS:
Dated: October 9, 2026	/s/ Chris Young
	Chris Young
	Chief Executive Officer and Chairman of the Board Azio AI Holdings, Inc.

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