T Stamp Inc

For the period ended May 20, 2026. Filed May 20, 2026.

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May 20, 2026 · Filed May 20, 2026

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DEF 14A 1 tstamp-def14axdeferredagm0.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2 TO SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrantx 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))
x	Definitive Proxy Statement
x	Definitive Additional Materials
¨	Soliciting Material Pursuant to §240.14a-12

T Stamp 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 all boxes that apply):

x	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.

Explanatory Note

This Amendment No. 2 is filed to amend the Schedule 14A previously filed on January 22, 2026 to reflect a new meeting date and time, as well as a new record date for holders of the capital stock of T Stamp Inc.

May 20, 2026

Dear Stockholder:

We cordially invite you to attend the deferred 2025 Annual Meeting of Stockholders of T Stamp Inc. dba Trust Stamp (the “Deferred Annual Meeting”). The Deferred Annual Meeting will be held on Tuesday, July 7, 2026, at 9:00 a.m. Eastern Standard Time and will be held entirely online live via audio webcast. You will be able to attend and participate in the Annual Meeting virtually by visiting https://vote.colonialstock.com/tstamp2025_3 where you will be able to listen to the Annual Meeting live, submit questions, and vote.

You will find important information about the matters to be voted on at the Deferred Annual Meeting in the accompanying Notice of the Deferred Annual Meeting of Stockholders and Proxy Statement. We are sending most of our stockholders a one-page Notice of Internet Availability of Proxy Materials (the “Notice”) instead of sending a full set of printed materials. The Notice tells you how to access and review on the internet the important information contained in the proxy materials. The Notice also tells you how to vote on the internet prior to the Deferred Annual Meeting or by phone and how to request to receive a printed copy of our proxy materials.

Your vote is important. We hope you will attend the virtual Deferred Annual Meeting. We encourage you to review the proxy materials and vote as soon as possible. You may vote on the internet or by phone as described in the attached proxy materials. You also may vote by mail if you timely request to receive printed copies of these proxy materials in the mail. You will also be able to vote your shares electronically during the Deferred Annual Meeting. Details about how to attend the virtual Deferred Annual Meeting, how to submit questions, and how to cast your votes are posted at https://vote.colonialstock.com/tstamp2025_3 and can be found in this proxy statement in the section entitled “Questions and Answers about the Deferred Annual Meeting and Voting—How can I attend and vote at the Deferred Annual Meeting?”.

Very truly yours,

/s/ Gareth Genner

Gareth Genner

Chief Executive Officer

NOTICE OF 2025 DEFERRED ANNUAL MEETING OF STOCKHOLDERS

Deferred Annual Meeting Date · Tuesday, July 7, 2026
Time · 9:00 a.m. Eastern Standard Time
Place · https://vote.colonialstock.com/tstamp2025_3
Items of Business	(1)	To elect Class III directors to the Board of Directors (the “Board”) to serve until the 2028 Annual Meeting of Stockholders and until their respective successors are elected and qualified, or until their earlier death, resignation, or removal ("Proposal 1");
	(2)	To ratify the selection of CBIZ CPAs P.C. (“CBIZ CPAs”) as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 ("Proposal 2");
	(3)	To ratify and approve, by a vote of all the stockholders, the issuance of, and the issuance of shares upon the exercise of, certain common stock purchase warrants consisting of Series A common warrants exercisable for up to 370,370 shares of Class A Common Stock at an exercise price of $8.10 per share of Class A Common Stock (the “Series A Warrants”), and Series B common warrants exercisable for up to 277,778 shares of Class A Common Stock at an exercise price of $8.10 per share (the “Series B Warrants”, and collectively with the Series A Warrants, the “Private Placement Warrants”) issued pursuant to that certain Securities Purchase Agreement dated December 5, 2024 between our Company and Armistice Capital Master Fund Ltd. (the “Armistice SPA”), as required by and in accordance with Nasdaq Listing Rule 5635(d) (“Proposal 3”);
	(4)	To transact any other business that properly comes before the Deferred Annual Meeting and any adjournment or postponement of the Deferred Annual Meeting.
Record Date		Holders of record of our capital stock on May 13, 2026, are entitled to receive notice of, and to vote at, the Deferred Annual Meeting and any postponement or adjournment of the Deferred Annual Meeting.
Voting		Your vote is important. We encourage you to read the accompanying proxy materials and submit your vote as soon as possible. You can find information about how to cast your vote in the question-and-answer section of the accompanying proxy statement.

Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials via the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders entitled to notice of, and to vote at, the Deferred Annual Meeting and at any postponement or adjournment thereof. Stockholders will have the ability to access the proxy materials at https://vote.colonialstock.com/tstamp2025_3 or request to receive a printed set of the proxy materials by mail or an electronic set of materials by email. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We believe these rules allow us to provide our stockholders with the information they need while lowering the cost of delivery and reducing the environmental impact of our Deferred Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE DEFERRED ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON TUESDAY, JULY 7, 2026: This notice, our proxy statement, and our 2025 annual report are available at https://vote.colonialstock.com/tstamp2025_3

By Order of the Board of Directors of T Stamp Inc.,

/s/ Gareth Genner

Gareth Genner

Chief Executive Officer

Atlanta, Georgia

May 20, 2026

TABLE OF CONTENTS

Appendix A
Proxy Statement	1
Proposal 1 – Election of Directors	6
Proposal 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm	9
Proposal 3 – Ratification and Approval of the Issuance of the Private Placement Warrants (and the Issuance of Shares Upon the Exercise Thereof) Issued Pursuant to the Armistice SPA	11
Security Ownership of Certain Beneficial Owners and Management	22
Householding Information	24
Stockholder Proposals	25
Questions and Answers about the Deferred Annual Meeting and Voting	25
Other Matters	26

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