KUSTOM ENTERTAINMENT, INC.

For the period ended Sep 22, 2026. Filed Sep 22, 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.

Sep 22, 2026 · Filed Sep 22, 2026

KUST$3.16-0.9%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

SCHEDULE 14A

(RULE 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

**(Amendment No. **)

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 Rule 14a-12

Kustom Entertainment, 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 14a6(i)(1) and 0-11.

Kustom Entertainment, Inc.

1475 N Winchester St

Olathe, Kansas 66061

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to Be Held on October 5, 2026

The Notice of Annual Meeting and the Proxy Statement

are available at:

https://kustoment.com/

KUSTOM ENTERTAINMENT, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 5, 2026

September 22, 2026

To our Stockholders:

NOTICE IS HEREBY GIVEN that an annual meeting of stockholders (the “Annual Meeting”) of Kustom Entertainment, Inc., a Nevada corporation (the “Company,” “we,” “us,” or “our”), will be held on October 5, 2026 at 1:00 p.m., Central Time at the Company’s offices at 1475 N Winchester St, Olathe, KS 66061, for the following purpose:

1.	To elect four (4) members to the Company’s Board of Directors, each to serve until the next annual meeting of the Company’s stockholders and until each of their respective successors are elected and qualified or until each of their earlier resignation or removal;
2.	To ratify the appointment of Victor Mokuolu CPA PLLC as our independent registered public accounting firm;
3.	To approve an amendment to the Company’s articles of incorporation, as amended (the “Articles of Incorporation”), to increase the number of authorized shares of the Company’s capital stock that may be issued from 23,333,333 shares to 1,200,000,000 shares, of which 1,000,000,000 shares shall be classified as common stock, par value $0.001 per share (the “Common Stock”), and 200,000,000 shares shall be classified as preferred stock, par value $0.001 per share;
4.	To approve, for purposes of complying with The Nasdaq Stock Market LLC (“Nasdaq”) listing rule 5635(a), the potential issuance of 20% or more of the outstanding shares of the Common Stock, pursuant to the Unit Purchase Agreement, dated as of August 31, 2026, by and among the Company, TFL, LLC (“TFL”), certain sellers, and the sellers’ representative (the “Unit Purchase Agreement”), identified in the Unit Purchase Agreement (the “Acquisition”);
5.	To approve, for the purposes of complying with Nasdaq listing rule 5635(b), the potential issuance of shares of the Common Stock in connection with the Acquisition, which would result in a “change of control” of the Company;
6.	To approve, for the purposes of complying with Nasdaq listing rule 5635(d), the potential issuance of shares of the Common Stock in connection with the Acquisition;
7.	To approve, for purposes of complying with Nasdaq listing rule 5635(b) and (d), a proposed offering (the “Proposed Offering”) of the issuance of shares of the Common Stock issuable in connection with payment of the cash portion of the purchase price for the Acquisition;
8.	To approve a proposal to authorize the Board, in its sole and absolute discretion, and without further action of the stockholders, to file an amendment to the Articles of Incorporation, to effect one or more reverse stock splits of the issued and outstanding Common Stock, at a ratio to be determined by the Board, ranging from one-for-two (1:2) to one-for-one hundred (1:100) (the “Reverse Stock Splits”), with such Reverse Stock Split to be effected at such time and date, if at all, as determined by the Board in its sole discretion, but not later than twelve (12) months from the date the proposal is approved by the stockholders, when the authority granted in this proposal to implement the Reverse Stock Split would terminate;
9.	To approve the 2026 Kustom Entertainment, Inc. Stock Option and Restricted Stock Plan;

10.	To approve a non-binding advisory proposal to approve the compensation paid to the Company’s named executive officers;
11.	To approve a non-binding advisory proposal on the frequency of the stockholder advisory vote on executive compensation; and
12.	To consider and act upon such other business as may properly come before the Annual Meeting or any adjournment thereof.

Each of Proposal No. 4, Proposal No. 5, Proposal No. 6, and Proposal No. 7 is conditioned upon shareholder approval of Proposal No. 3. The foregoing proposals are more fully described in the proxy statement that is attached and made a part of this notice of Annual Meeting (the “Proxy Statement”). Only stockholders of record of shares of common stock at the close of business on August 7, 2026 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.

On September 18, 2026, the Board of Directors approved a reverse stock split of the Company’s issued and outstanding Common Stock at a ratio of one-for-ten (1-for-10) and a proportional reduction of the number of shares of Common Stock authorized, which is anticipated to become effective on or about October 1, 2026 and therefore has not yet become effective as of the date of this proxy statement. Unless otherwise indicated, all share and per share amounts appearing in this proxy statement are presented on a pre-split basis. If the reverse stock split is made effective, references in this proxy statement to authorized shares, outstanding shares, equity awards and per share amounts should be read as proportionately adjusted to give effect to the reverse stock split.

All stockholders who are record or beneficial owners of shares of Common Stock as of the Record Date are cordially invited to attend the Annual Meeting in person. Your vote is important regardless of the number of shares of Common Stock that you own. When you arrive at the Annual Meeting, you must present photo identification, such as a driver’s license. Beneficial owners of shares of Common Stock also must provide evidence of their holdings of such shares as of the Record Date, such as a recent brokerage account or bank statement.

YOUR VOTE IS IMPORTANT

Whether or not you expect to attend the Annual Meeting, it is important that your shares of Common Stock be represented and voted during the Annual Meeting. We urge you to promptly complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope in order to ensure representation of your shares of Common Stock. It will help in our preparations for the Annual Meeting if you would check the box on the form of proxy if you plan on attending the Annual Meeting. You may also vote by proxy (i) via the Internet or (ii) by telephone using the instructions provided in the enclosed proxy card. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement. Please be advised that if you are not a record or beneficial owner of shares of Common Stock on the Record Date, you are not entitled to vote and any proxies received from persons who are not record or beneficial owners of shares of Common Stock on the Record Date will be disregarded.

Thank you for your ongoing support of, and continued interest in Kustom Entertainment.

Sincerely,

/s/ Stanton E. Ross

Stanton E. Ross

Chief Executive Officer and

Chairman of the Board

Table of Contents

	Page
PROXY STATEMENT FOR 2026 ANNUAL MEETING OF STOCKHOLDERS	1
INFORMATION CONCERNING SOLICITATION AND VOTING	1
Stockholder List	7
Our Voting Recommendations	8
Voting Results	8
Deadline For Receipt of Rule 14a-8 Stockholder Proposals For 2026 Annual Meeting of Stockholders	8
Other Matters	8
SUMMARY TERM SHEET	9
RISK FACTORS	10
THE ACQUISITION	15
TFL FINANCIAL STATEMENTS	32
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION	32
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION	37
DESCRIPTION OF TFL’S BUSINESS	40
PROPOSAL ONE: ELECTION OF DIRECTORS	41
Nominees	41
Vote Required and Recommendation	42
Board of Directors and Committee Meetings	42
Committees of the Board of Directors	42
Board of Directors’ Role in the Oversight of Risk Management	45
Board Leadership Structure	46
Stockholder Communication with the Board of Directors	46
Policy for Director Recommendations and Nominations	46
Code of Ethics and Conduct	47
Director Compensation	47
INFORMATION ABOUT OUR EXECUTIVE OFFICERS	49
EXECUTIVE COMPENSATION AND RELATED INFORMATION	49
Summary Compensation Table	49
All Other Compensation Table	50
Grants of Plan-Based Awards	51
Employment Contracts, Termination of Employment and Change-in-Control Arrangements	51
Retention Agreements	51
Retention Agreement Compensation	52
Outstanding Equity Awards at Fiscal Year-End	53
Option Exercises and Restricted Stock Vested	54
Stock Option and Restricted Stock Grants	54
INFORMATION REGARDING PLANS AND OTHER ARRANGEMENTS NOT SUBJECT TO SECURITY HOLDER ACTION	55
Securities Authorized for Issuance under Equity Compensation Plans	55
Equity Compensation Plan Information	56
Pay Versus Performance	56
PEO Equity Award Adjustment Breakout	57
Non-PEO Equity Award Adjustment Breakout	57
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	58
TRANSACTIONS WITH RELATED PERSONS	58
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	59
PROPOSAL TWO: TO RATIFY THE APPOINTMENT OF VICTOR MOKUOLU CPA PLLC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	61
Audit and Related Fees	61
Vote Required and Recommendation	61
REPORT OF THE AUDIT COMMITTEE	62
Review and Discussion with Management	62
Review and Discussion with Independent Registered Public Accounting Firm Conclusion	62
PROPOSAL THREE: APPROVAL OF THE ADDITIONAL STOCK AUTHORIZATION PROPOSAL	63

Proxy Card
Increase in Authorized Shares of Common Stock	63
Effects and Purpose of the Increase in Authorized Preferred Stock	63
No Appraisal Rights	64
Effectiveness of Additional Stock Authorization	64
Potential Anti-Takeover Effect of the Proposed Additional Stock Authorization	64
Vote Required and Recommendation	64
PROPOSAL FOUR: APPROVAL OF THE ISSUANCE OF COMMON STOCK PURSUANT TO THE UNIT PURCHASE AGREEMENT, IN COMPLIANCE WITH NASDAQ RULE 5635(a)	65
Summary	65
Background	65
Effect of Issuance of Additional Shares	65
Nasdaq Marketplace Requirements and the Necessity of Stockholder Approval	66
Additional Information	66
Vote Required and Recommendation	66
PROPOSAL FIVE: APPROVAL OF THE ISSUANCE OF COMMON STOCK IN CONNECTION WITH THE ACQUISITION, IN COMPLIANCE WITH NASDAQ RULE 5635(b)	67
Summary	67
Background	67
Effect of Issuance of Additional Shares	67
Nasdaq Marketplace Requirements and the Necessity of Stockholder Approval	67
Vote Required and Recommendation	67
PROPOSAL SIX: APPROVAL OF THE ISSUANCE OF COMMON STOCK IN CONNECTION WITH THE ACQUISITION, IN COMPLIANCE WITH NASDAQ RULE 5635(d)	68
Summary	68
Background	68
Effect of Issuance of Additional Shares	68
Nasdaq Marketplace Requirements and the Necessity of Stockholder Approval	68
Vote Required and Recommendation	68
PROPOSAL SEVEN: APPROVAL OF THE ISSUANCE OF COMMON STOCK IN A PROPOSED OFFFERING IN CONNECTION WITH THE ACQUISITION OF TFL, LLC, IN COMPLIANCE WITH NASDAQ RULE 5635(a) and (d)	69
Summary	69
Background	69
Description of the Anticipated Offering	69
Vote Required and Recommendation	69
PROPOSAL EIGHT: APPROVAL OF THE REVERSE STOCK SPLIT PROPOSAL	70
Summary	70
Board Discretion to Implement the Reverse Stock Split	71
Purpose of Reverse Stock Split	71
Risks of Reverse Stock Split	72
Principal Effects of Reverse Stock Split	73
Fractional Shares	75
No Appraisal Rights	75
Certain United States Federal Income Tax Consequences	75
Accounting Consequences	76
Exchange of Stock Certificates	76
Book-Entry	76
Interests of Directors and Executive Officers	77
Reservation of Right to Abandon a Reverse Stock Split	77
Vote Required and Recommendation	77
PROPOSAL NINE: TO APPROVE THE 2026 KUSTOM ENTERTAINMENT, INC. STOCK OPTION AND RESTRICTED STOCK PLAN	78
Summary of the 2026 Stock Option and Restricted Stock Plan	78
Vote Required and Recommendation	81
PROPOSAL TEN: A NON-BINDING ADVISORY PROPOSAL TO APPROVE THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS	82
Summary	82
Vote Required and Recommendation	82
PROPOSAL ELEVEN: A NON-BINDING ADVISORY PROPOSAL ON THE FREQUENCY OF THE STOCKHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION	83
Summary	83
Vote Required and Recommendation	83
ADVANCE NOTICE PROVISION FOR STOCKHOLDER PROPOSALS AND NOMINATIONS	84
Incorporation of Certain Documents by Reference	84
Appendix A – Unit Purchase Agreement	A-1
Appendix B – Fairness Opinion	B-1
Appendix C – Form of Amendment to Articles of Incorporation	C-1
Appendix D -The 2026 Kustom Entertainment, Inc. Stock Option and Restricted Stock Plan	D-1
Appendix E – TFL, LLC Financial Statements and Independent Auditor’s Report Years Ended December 31, 2025 and 2024	E-1
Appendix F – TFL, LLC Financial Statements and Independent Accountant’s Review Report For the Six Months Ended June 30, 2026 and 2025	F-1

Cautionary Note Regarding Forward Looking Statements

Certain statements in this Proxy Statement may be considered to be “forward-looking statements” as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995. In particular, these forward-looking statements include, among others, statements about, opportunities for and growth of our business, our plans regarding product development and enhancements, and our expectations regarding profitability. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect,” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements speak only as of the date of this Proxy Statement. We assume no obligation to, and do not necessarily intend to, update these forward-looking statements.

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