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Knightscope, Inc.

For the period ended Sep 8, 2025. Filed Jul 21, 2025.

View on SEC.gov

About this filing

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 8, 2025 · Filed Jul 21, 2025

KSCP$0.47+14.3%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Table of Contents

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING1
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PROPOSAL 1 – ELECTION OF DIRECTORS9
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PROPOSAL 2– RATIFICATION OF THE APPOINTMENT OF BPM AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM12
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PROPOSAL 3 – APPROVAL OF THE FIRST AMENDMENT TO OUR 2022 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF AVAILABLE SHARES OF CLASS A COMMON STOCK14
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AUDIT COMMITTEE REPORT24
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CORPORATE GOVERNANCE25
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EXECUTIVE OFFICERS30
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EXECUTIVE COMPENSATION32
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DIRECTOR COMPENSATION36
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT37
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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS40
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HOUSEHOLDING41
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STOCKHOLDER PROPOSALS42
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OTHER MATTERS​44
ANNEX A-1Annex A-1.1
ANNEX A-2Annex A-2.1
ANNEX BAnnex B-1
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305 North Mathilda Avenue**

Sunnyvale, California 94085

**(650) 942-1025

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 8, 2025

GENERAL INFORMATION

This proxy statement is furnished to stockholders of Knightscope, Inc. (“we,” “us,” “our,” the “Company” or “Knightscope”), a Delaware corporation, in connection with the solicitation of proxies by our board of directors (the “Board”) for use at our 2025 Annual Meeting of Stockholders to be held on September 8, 2025 (the “Annual Meeting”), and at any adjournment or postponement thereof. The Annual Meeting will be held at 1:00 p.m. Pacific Time in a virtual meeting format. In order to attend the Annual Meeting, you must register atwww.envisionreports.com/KSCP. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting.

The notice of meeting, our proxy statement, and our Annual Report on Form 10-K for the year ended December 31, 2024 are available atwww.envisionreports.com/KSCP.

We are an “emerging growth company” under applicable federal securities laws and therefore permitted to take advantage of certain reduced public company reporting requirements. As an emerging growth company, we provide in this Proxy Statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, including the compensation disclosures required of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We may remain an emerging growth company until December 31, 2027, provided that, if we issue more than $1 billion in non-convertible debt before that time or if we have annual gross revenues of $1.235 billion or more in any fiscal year, we will cease to be an emerging growth company as of December 31 of that year.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.