Optex Systems Holdings Inc

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:

Optex Systems Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

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

Optex Systems Holdings, Inc.

1420 Presidential Drive

Richardson, TX 75081

January 20, 2026

To the Shareholders of Optex Systems Holdings, Inc.:

You are cordially invited to attend the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Optex Systems Holdings, Inc., a Delaware corporation (the “Company”), to be held virtually at 10:00 a.m. Central Time on March 9, 2026, to consider and vote upon the following proposals:

The Annual Meeting will be a virtual meeting to be held as a listen-only conference call by calling 877-407-3088 (Toll Free). There will not be a physical meeting location. If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please call 877-804-2062 (toll free) or email proxy@equitystock.com.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES IN THE DIRECTOR ELECTION PROPOSAL AND “FOR” THE AUDITOR RATIFICATION PROPOSAL.

The Board has fixed the close of business on January 12, 2026, as the record date for determining the shareholders of the Company entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Accordingly, only shareholders of record at the close of business on January 12, 2026, are entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof.

Please review in detail the accompanying notice and proxy statement for a more complete statement of matters to be considered at the Annual Meeting.

Your vote is very important to us regardless of the number of shares you own. Whether or not you are able to attend the Annual Meeting in person, please read the proxy statement and promptly vote your proxy via the internet, by telephone or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy in order to assure representation of your shares at the Annual Meeting. Granting a proxy will not limit your right to vote virtually at the meeting if you wish to do so.

By Order of the Board of Directors:

/s/ Danny Schoening

Danny Schoening,

Chairman of the Board of Directors

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The 2026 Annual Meeting of shareholders (the “Annual Meeting”) of Optex Systems Holdings, Inc. (the “Company”) will be held virtually beginning at 10:00 a.m. Central Time on March 9, 2026. At the Annual Meeting, the holders of the Company’s outstanding common stock will act on the following matters:

The Annual Meeting will be a virtual meeting to be held as a listen-only conference call by calling 877-407-3088 (Toll Free). There will not be a physical meeting location. If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please call 877-804-2062 (toll free) or email proxy@equitystock.com.

Shareholders of record at the close of business on January 12, 2026 are entitled to notice of and to vote at the Annual Meeting and any postponement or adjournment thereof.

We hope you will be able to attend the Annual Meeting virtually, but in any event, please vote according to the instructions on the enclosed proxy as promptly as possible. If you are able to be virtually present at the Annual Meeting, you may revoke your proxy and vote in person.

We are pleased to take advantage of the U.S. Securities and Exchange Commission (the “SEC”)’s “Notice and Access” rule that allows us to provide shareholders with notice of their ability to access proxy materials via the internet. Under this process, on or about January 22, 2026, we will commence mailing of a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to certain of our shareholders informing them that our proxy statement, Annual Report on Form 10-K for the fiscal year ended September 28, 2025 and voting instructions will be available on the internet as of the same date. The proxy statement will also be made publicly available through the SEC’s EDGAR system at www.sec.gov on or about January 20, 2026. As more fully described in the Notice of Internet Availability, all shareholders may choose to access our proxy materials via the internet or may request printed materials.

Important Notice Regarding the Availability of Proxy Materials for the Annual

Meeting of Shareholders to be Held on March 9, 2026

This proxy statement and our Annual Report on Form 10-K for the fiscal year ended September 28, 2025, are available at www.optex.vote.

TABLE OF CONTENTS

OPTEX SYSTEMS HOLDINGS, INC.

1420 Presidential Drive

Richardson, TX 75081

ANNUAL MEETING OF SHAREHOLDERS

To Be Held March 9, 2026

PROXY STATEMENT

The Board of Directors (the “Board”) of Optex Systems Holdings, Inc. (the “Company”) is soliciting proxies from its shareholders to be used at the 2026 Annual Meeting of shareholders (the “Annual Meeting”) to be held virtually on March 9, 2026, beginning at 10:00 a.m. Central Time, and at any postponements or adjournments thereof.

This proxy statement contains information related to the Annual Meeting. We intend to provide this proxy statement, the accompany proxy card and notice of Annual Meeting to our shareholders over the internet. This reduces our environmental impact and our costs, while ensuring our shareholders have timely access to this important information. Accordingly, beginning on or about January 22, 2026, we will commence mailing of a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to shareholders of record as of the close of business on January 12, 2026. Beneficial owners of our shares will receive a Notice of Internet Availability on behalf of the brokers, banks or other intermediaries through which they hold shares.