DEF 14A of Palladyne AI Corp., Apr 22, 2026

DEF 14A of Palladyne AI Corp.

Filed Apr 22, 2026 · FY20250001193125-26-170401

Open on EDGAR

  1. Our Board

    Our Board

  2. Our Board

    | Committee Memberships | | | | | | | | | | Current Directors | Age (as of 3-31-26) | Director Since | Independent | Audit | Compensation | Nominating and Corporate Governance | Strategic Transaction | Other Public Directorships | | Brian D. Finn | 65 | 2020 | | | | | | 1 | | Eric T. Olson | 74 | 2021 | | | | | | 2 | | Stephen M. Twitty | 62 | 2025 | | | | | | 1 | | Dennis Weibling | 74 | 2021 | | | | | | -- | | Benjamin G. Wolff | 57 | 2021 | | | | | | 1 | | Michael T. Young | 65 | 2025 | | | | | | -- |

  3. Our Board

    = Member = Chair = Audit Committee Financial Expert

  4. Nominee for Director

    Nominee for Director

  5. Nominee for Director

    | | Dennis Weibling | | | Qualifications, Skills and Experience | | | | | | Dennis Weibling has served as a member of the Board of Directors since September 2021 and as Chairman of the Board since February 2023. Mr. Weibling joined the board of directors of Old Sarcos in September 2016 and served as chairman of its audit committee until the Business Combination when he joined our Board and became Chairman of the Audit Committee. Mr. Weibling has served as the Managing Director of Rally Capital LLC, a private equity firm, since 2004. He served as a director of Holicity Inc. (Nasdaq: HOL), a SPAC, from August 2020 to June 2021 and as a director of Colicity Inc. (Nasdaq: COLI), a SPAC, from February 2021 to December 2022. Mr. Weibling served on Sotheby's board from 2006 until October 2019, and during that time he served as chairman of its audit and finance committee. Mr. Weibling also served as Sotheby's interim Chief Financial Officer from January 2016 until March 2016. Mr. Weibling served as President of Eagle River, Inc., from October 1993 through December 2001, and as Vice Chairman of Eagle River Investments from January 2002 through November 2004. He served as Chief Executive Officer of Nextel Communications Inc. from October 1995 to March 1996, and as a director of Nextel from July 1995 until April 1, 2004. At Nextel, Mr. Weibling was a member and chairman of the operations, audit, finance and compensation committees at various times during that period. Mr. Weibling served as a board member of Nextel Partners from 1998 to 2006 and chaired the audit committee. He also served on the board of XO Communications, Inc., where he served from 1996 to 2003. Mr. Weibling has served on the boards of private companies, including Telesphere Communications Networks, a telecommunications company, Rise Communities LLC, a real estate development company, Telecom Transport Management, a telecommunications company, Wireless Services Corporation, a telecommunications company, Worldwide Packets, Inc., a telecommunications company, Teledesic Corporation, a telecommunications company, Geopass, Inc. d/b/a Pirq, a software company, and SeaMobile, Inc., a telecommunications company. Mr. Weibling holds a Bachelor of Arts Degree from Wittenberg University, a Master of Arts Degree in Psychology from the University of Nebraska, and a J.D. from the University of Nebraska. We believe Mr. Weibling's financial expertise and experience as an investor in technology companies, in addition to his experience as a senior executive and director of various companies, qualify him to serve on our Board of Directors. | | Independent Committee Memberships: Audit Nominating and Corporate Governance Strategic Transaction Other Current Public Directorships: None | |

  6. Nominee for Director

    | | Leadership | | Technology | | Operations | | Finance | | Customers | | Global Business |

  7. Continuing Directors

    Continuing Directors

  8. Continuing Directors

    | | Brian D. Finn | | | Qualifications, Skills and Experience | | | | | | Brian D. Finn has served as a member of the Board of Directors since August 2020. Mr. Finn has over 40 years of experience in the financial services industry as well as a variety of corporate and philanthropic board roles. From 2008 until he retired in 2013, Mr. Finn served as Chairman and Chief Executive Officer of Asset Management Finance Corp (AMF) and as a Senior Advisor to Credit Suisse. From 2004 to 2008, Mr. Finn was Chairman and Head of Alternative Investments at Credit Suisse. From 2002 to 2005, Mr. Finn held senior managements positions within Credit Suisse, including President of Credit Suisse First Boston (CSFB), President of Investment Banking, Co-President of Institutional Securities, Chief Executive Officer of Credit Suisse USA and a member of the Office of the Chairman of CSFB. He was also a member of the Executive Board of Credit Suisse Group. Mr. Finn began his career in 1982 as a member of the Mergers & Acquisitions Group (M&A) at The First Boston Corporation, ultimately becoming Co-Head of M&A in 1993. He has advised on dozens of transactions worth well over $100 billion. In 1997, he joined the private equity firm Clayton, Dubilier & Rice as a partner and then later rejoined Credit Suisse in 2002. Mr. Finn was a member of the board of The Scotts Miracle-Gro Company (NYSE:SMG) from December 2014 to January 2023 and Owl Rock Capital Corp (NYSE:ORCC), a specialty finance company, from 2016 to February 2022. He is currently Chairman of Star Mountain Capital, an asset management firm, Siddhi Capital, LP, a venture capital fund, and Siddhi Acquisition Corp. (NYSE: SDHI.U), a blank check company. He has previously been a Strategic Advisor to KKR, a global investment firm, member of the boards of Baxter International (NYSE: BAX), a healthcare company, Telemundo, MGM Pictures, and a number of other public and private companies. Mr. Finn is a past Chairman of the Undergraduate Executive Board of The Wharton School of the University of Pennsylvania, Vice Chairman of the Board of the City Kids Foundation and a member of the boards of the Gordon A. Rich Memorial Foundation and the Starmar Foundation. Mr. Finn received a Bachelor of Science Degree in Economics from The Wharton School of the University of Pennsylvania. We believe Mr. Finn is well-qualified to serve as a member of our Board due to, among other things, his extensive experience in finance, leadership positions and strategic transactions. | | Independent Committee Memberships: Audit Nominating and Corporate Governance Strategic Transaction Other Current Public Directorships: Siddhi Acquisition Corp. | |

  9. Continuing Directors

    | | Leadership | | Technology | | Operations | | Finance | | Customers | | Global Business |

  10. Continuing Directors

    | | Admiral Eric T. Olson (Ret.) | | | Qualifications, Skills and Experience | | | | | | Retired Admiral Eric T. Olson has served as a member of the Board of Directors since September 2021. He has been President and Managing Member of ETO Group, LLC since September 2011, where he acts as an independent national security consultant supporting a wide range of private and public sector organizations. From June 2019 to May 2020, Mr. Olson served as Chief Executive Officer of Hans Premium Water, a privately held company. Mr. Olson retired from the United States Navy in 2011 as a full Admiral after 38 years of military service. He served in special operations units throughout his career, during which he was awarded several decorations for leadership and valor, including the Defense Distinguished Service Medal and the Silver Star. Mr. Olson was the first Navy SEAL officer to be promoted to three- and four-star ranks. Mr. Olson's career culminated as the head of the United States Special Operations Command from July 2007 to August 2011, where he was responsible for the mission readiness of all Army, Navy, Air Force and Marine Corps special operations forces. Mr. Olson has served on the board of directors of Under Armour, Inc. (NYSE: UAA) since 2012 and is a member of its nominating and corporate governance committee. Mr. Olson has served on the board of directors of Iridium Communications Inc. (Nasdaq: IRDM), a satellite communications company, since 2011 and is a member of its nominating and corporate governance committee. In addition, he serves on the board of directors of various private companies, including, Cyber Reliant Corporation, Newlight Technologies, Ocean Aero, Inc. and IP3. Mr. Olson has served as a director of the non-profit Special Operations Warrior Foundation. Mr. Olson also served on the Old Sarcos Advisory Board from December 2016 until joining the Board. Mr. Olson graduated from the United States Naval Academy in 1973 and earned a Master of Arts degree in National Security Affairs at the Naval Postgraduate School. He is an Adjunct Professor in the School of International and Public Affairs at Columbia University. We believe Mr. Olson's leadership experience as an Admiral in the U.S. Navy, including his leadership and management of a large and complex organization as head of the U.S. Special Operations Command, in addition to his experience as a director of various companies and his expertise with respect to the needs of the U.S. military, qualifies him to serve on our Board of Directors. | | Independent Committee Memberships: Compensation Nominating and Corporate Governance Other Current Public Directorships: Under Armour Iridium Communications | |

  11. Continuing Directors

    | | Leadership | | Technology | | Operations | | Finance | | Customers | | Global Business |

  12. Continuing Directors

    | | Lieutenant General Stephen M. Twitty (Ret.) | | | Qualifications, Skills and Experience | | | | | | Retired Lieutenant General Stephen “Steph” M. Twitty has served as a member of the Board of Directors since September 2025. Mr. Twitty has served as President of Twitty and Associates LLC, a consultancy firm specializing in strategic and operational planning that supports a wide range of clients in the government, corporate, academic, and non-profit sectors, since June 2020. Mr. Twitty retired from the United States Army as a Lieutenant General after 40 years of distinguished service. He had a decorated military career as an infantry officer in the Army, commanding units in nearly every echelon and serving in five combat tours. In his final military assignment, Mr. Twitty served as the Deputy Commander of the United States European Command in Stuttgart, Germany. He has received numerous awards, including the Silver Star Medal, our nation’s 3rd highest award for valor. Since his military retirement, Mr. Twitty has served in multiple senior executive roles, most recently as the senior executive lead for U.S. training operations at Valiant Integrated Services since 2020 and has served as a board member for Karman Space and Defense (NYSE: KRMN) since February 2025, Weibel Scientific since February 2025, and Meroxa, Inc. since January 2025. Prior to that, he served as chairman of the board at Nusura, Inc. He is also a board advisor for Accelint, Dataminr, HDT-Global, and Raft Inc., and serves as a senior advisor to the Chertoff Group and Ernst and Young. Mr. Twitty served as our advisor from 2022 until his appointment as director. Mr. Twitty holds a master’s degree in administration from Central Michigan University, a master’s degree in national security strategy from the National Defense University, and a bachelor’s degree in criminal justice from South Carolina State University. He has continued further studies at the Center for Creative Leadership, Executive Leadership program in Greensboro, North Carolina, and the University of North Carolina, Kenan Flagler Business School, Executive Leadership program in Chapel Hill North Carolina. He is a Distinguished Fellow at the Center for European Policy Analysis (CEPA), and is a member of the Council on Foreign Relations. We believe Mr. Twitty’s leadership experience as a Lieutenant General in the U.S. Army, including his leadership and management of a large and complex organizations within the Army, in addition to his experience as a director of various companies and his expertise with respect to the needs of the U.S. military, qualifies him to serve on our Board of Directors. | | Independent Committee Memberships: Compensation Nominating and Corporate Governance Other Current Public Directorships: Karman Space and Defense | |

  13. Continuing Directors

    | | Leadership | | Technology | | Operations | | Finance | | Customers | | Global Business |

  14. Continuing Directors

    | | Benjamin G. Wolff | | | Qualifications, Skills and Experience | | | | | | Benjamin G. Wolff has served as a member of the Board of Directors since September 2021. Mr. Wolff served as Old Sarcos' Chief Executive Officer and Chairman of the Board of Directors from September 2015, its President from December 2020 and as a member of its Board of Directors from February 2015, in each case until the Business Combination, at which time he became our President, Chief Executive Officer and Chairman of our Board of Directors until December 13, 2021, when he became our Executive Chairman. He served as Executive Chairman from December 2021 until February 2023 and as Executive Vice Chairman from October 2023 until his appointment as our Chief Executive Officer and President in February 2024. Prior to joining Old Sarcos in 2009, Mr. Wolff joined satellite communications company, ICO Global Communications, as its President and Chief Executive Officer. ICO Global Communications was later re-named Pendrell Corporation when it pivoted to focus on the creation, acquisition and monetization of intellectual property. Mr. Wolff serviced as Pendrell’s President, Chief Executive Officer and Chairman until November 2014. In April 2004, Mr. Wolff co-founded Clearwire Corporation, a telecommunications company, where he served as President and Chief Executive Officer until March 2009 and Co-Chairman until October 2011. Mr. Wolff previously served on the board of the Cellular Telecommunications Industry Association (CTIA). Mr. Wolff also serves on the board of directors of Globalstar, Inc. (NYSE: GSAT), a telecommunications company, which he joined in December 2018 and is a member of its audit committee and compensation committee, and serves as the chairman of its strategic review committee. Mr. Wolff earned his law degree from Northwestern School of Law, Lewis & Clark College in Portland, Oregon, and his Bachelor of Science degree from California Polytechnic State University. Mr. Wolff is an inactive member of the Washington State Bar. We believe Mr. Wolff's leadership roles as a founder of and investor in technology companies, his experience as chief executive officer and director of multiple public companies, his relationships and experience with potential customers and his perspective, experience and leadership in his various roles at Palladyne AI Corp. since its inception qualify him to serve on our Board of Directors. | | Committee Memberships: Strategic Transaction Other Current Public Directorships: Globalstar | |

  15. Continuing Directors

    | | Leadership | | Technology | | Operations | | Finance | | Customers | | Global Business |

  16. Continuing Directors

    | | Michael T. Young | | | Qualifications, Skills and Experience | | | | | | Michael T. Young joined our Board of Directors in February 2025. Mr. Young held various roles at Caterpillar Inc. (NYSE: CAT) from August 2005 to March 2023, including serving as Director M&A Asia Pacific for over 6 years in China leading M&A transactions from 2006 to 2012. Mr. Young also played a key role in Caterpillar’s corporate strategy and led Caterpillar Ventures, a subsidiary of Caterpillar, as Director of Caterpillar Ventures from inception in 2015 until his retirement in 2023. During his tenure at Caterpillar, Mr. Young was involved in over 30 of Caterpillar Ventures’ investments and served as a director for two companies and as a board observer for multiple other companies on behalf of Caterpillar. Prior to Caterpillar, Mr. Young worked at Dell Technologies Inc. (NYSE: DELL) from 1995 to 2001, where he became the first chief financial officer for Dell China, a wholly owned subsidiary of Dell. He was instrumental in establishing financial protocols and standards while also being heavily involved in daily operations. Before Dell, Mr. Young spent nearly 10 years at Ethyl Corporation, a wholly-owned subsidiary of NewMarket Corporation (NYSE: NEU), a specialty chemicals and materials company, where he served as Accounting Manager. Mr. Young received an Associate Degree in Business from St. Louis Community College, Meramec and a Bachelor of Science Degree in Finance from Southern Illinois University at Edwardsville. He was previously a Certified Public Accountant in Illinois. We believe Mr. Young's extensive experience in corporate strategy, investments, finance, accounting and leadership, particularly at Caterpillar and Dell, qualifies him to contribute valuable insights to our Board of Directors. | | Independent Committee Memberships: Compensation Strategic Transaction Other Current Public Directorships: None | |

  17. Continuing Directors

    | | Leadership | | Technology | | Operations | | Finance | | Customers | | Global Business |

  18. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating potential director nominees. In its evaluation of director candidates, including the current directors eligible for re-election, our Nominating and Corporate Governance Committee will consider the current size and composition of our Board of Directors and the needs of our Board of Directors and the respective committees of our Board of Directors and other director qualifications. While our Board has not established minimum qualifications for Board members, some of the factors that our Nominating and Corporate Governance Committee considers in assessing director nominee qualifications include issues of character, professional ethics and integrity, judgment, business acumen, proven achievement and competence in one's field, the ability to exercise sound business judgment, tenure on the Board and skills that are complementary to the Board, an understanding of our business, an understanding of the responsibilities that are required of a member of the Board, other time commitments, diversity with respect to professional background, education, race, ethnicity, gender, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our Board. The Nominating and Corporate Governance Committee and the Board evaluate each director in the context of the membership of the Board as a group, with the objective of maintaining a Board that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of backgrounds and experience in various areas. Although our Board of Directors does not maintain a specific policy with respect to Board diversity, our Board of Directors believes that the Board should be a diverse body, and the Nominating and Corporate Governance Committee considers a broad range of perspectives, backgrounds and experiences when considering whether to recommend the nomination of any particular director candidate. If our Nominating and Corporate Governance Committee determines that an additional or replacement director is required, then the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information or reliance on the knowledge of the members of the committee, the Board or management. After completing its review and evaluation of director candidates, our Nominating and Corporate Governance Committee recommends to our full Board of Directors the director candidates for nomination. Our Nominating and Corporate Governance Committee has discretion to decide which individuals to recommend for nomination as directors and our Board of Directors has the final authority in determining the selection of director candidates for nomination to our Board.

  19. Insider Trading Policy and Policy Prohibiting Hedging or Pledging of Securities

    Insider Trading Policy and Policy Prohibiting Hedging or Pledging of Securities We have established an insider trading policy governing the purchase, sale and disposition of our securities by our directors, officers and employees designed to promote compliance with insider trading laws, rules and regulations, as well as Nasdaq listing standards. Among other things, our insider trading policy prohibits insiders from trading while in possession of material non-public information and establishes policies and procedures related to trading restricted periods, trade pre-clearance by certain insiders and the use of Rule 10b5-1. A copy of our insider trading policy is attached as Exhibit 19 to our Annual Report on Form 10-K for the year ended December 31, 2025. Under our insider trading policy, our employees, including our executive officers, and members of our Board of Directors are generally prohibited from, directly or indirectly, (1) engaging in short sales, (2) trading in publicly-traded options, such as puts and calls, and other derivative securities with respect to our securities (other than stock options, restricted stock units and other compensatory awards issued to such individuals by us), (3) purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of equity securities granted to them by us as part of their compensation or held, directly or indirectly, by them, (4) pledging any of our securities as collateral for any loans or as part of any other pledging transaction and (5) holding our securities in a margin account. Our Board of Directors has granted a limited waiver to the policy’s general prohibition on pledging to Mr. Wolff, our President, Chief Executive Officer and Director, authorizing him to pledge a portion of shares issued pursuant to his 2025 restricted stock award in an amount necessary to obtain funds to cover taxes associated with the issuance and/or vesting of the award.

  20. Director Compensation

    Director Compensation Our outside director compensation policy is designed to attract, retain and reward non-employee directors. Our outside director compensation policy was most recently amended in April 2025, and we are currently reviewing the policy and may make changes to it as a result of the review. Under the outside director compensation policy, each non-employee director will receive the cash and equity compensation for Board services described below. We also will reimburse our non-employee directors for reasonable, customary and documented travel expenses to meetings of our Board of Directors or its committees and other expenses.

  21. Equity Compensation

    Equity Compensation New Director Award Under our current non-employee director compensation policy, each individual who becomes a non-employee director after April 2025 will automatically be granted on the date of the director's appointment an award of restricted stock units equal to $100,000 divided by the simple average of the closing prices per share of our common stock over the prior 60-trading days ending on the trading day immediately prior to the grant date, prorated on a monthly basis for any partial year of service and rounded to the nearest whole share (the "New Director Award"). Prior to the adoption of the current non-employee director compensation policy in April 2025, new non-employee directors received 50,000 common stock options with a strike price equal to fair market value at the time of the grant, also prorated on a monthly basis for any partial year of service. Each New Director Award vests on the earlier of (i) the one-year anniversary of the date the New Director Award is granted or (ii) the day of the annual meeting next following the date the New Director Award is granted, in each case, subject to the non-employee director continuing to be a service provider through the applicable vesting date. Annual Award Under our current non-employee director compensation policy, each non-employee director automatically receives, on the date of each annual meeting of stockholders an award of restricted stock units equal to $100,000 divided by the simple average of the closing prices per share of our common stock over the prior 60-trading days ending on the trading day immediately prior to the grant date, rounded to the nearest whole share, rounded to the nearest whole share (the "Annual Award"). Prior to the adoption of our current non-employee director compensation policy in April 2025, each non-employee director automatically received, on the date of each annual meeting of stockholders, 50,000 common stock options with a strike price of fair market value at the time of the grant. Annual Awards vest on the earlier of (i) the one-year anniversary of the date the Annual Award is granted or (ii) the day prior to the date of the annual meeting next following the date the Annual Award is granted, in each case, subject to the non-employee director continuing to be a service provider through the applicable vesting date. In the event of a "change in control" (as defined in our 2021 Equity Incentive Plan), each non-employee director's outstanding awards will become fully vested.

  22. Director Compensation for 2025

    Director Compensation for 2025 The following table sets forth information regarding the total compensation awarded to, earned by or paid to our non-employee directors for their service on our Board of Directors, for the fiscal year ended December 31, 2025. Directors who are also our employees receive no additional compensation for their service as directors during the time periods when they are also our employees. See “Executive Compensation” for information regarding compensation for Mr. Wolff.

  23. Director Compensation for 2025

    | Name | Fees Paid or Earned in Cash ($) | Stock Awards ($)(1) | Options Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Brian D. Finn | $53,621 | $130,111 | — | — | — | — | $183,732 | | Matthew Shigenobu Muta(2) | $54,000 | $130,111 | — | — | — | — | $184,111 | | Eric T. Olson | $54,016 | $130,111 | — | — | — | — | $184,127 | | Stephen Twitty(3) | $13,750 | $79,614 | — | — | — | — | $93,364 | | Dennis Weibling | $80,750 | $130,111 | — | — | — | — | $210,861 | | Michael Young(4) | $43,683 | $130,111 | $86,403 | — | — | — | $260,197 |

  24. Director Compensation for 2025

    (1) The amounts in these columns represents the aggregate grant-date fair value of awards granted to each non-employee director pursuant to the non-employee director compensation policy, computed in accordance with the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") Topic 718. See Notes 1 and 10 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of the assumptions made by us in determining the grant-date fair value of our equity awards. (2) Effective March 2, 2026, Mr. Muta resigned from the Board. (3) Effective September 22, 2025, Mr. Twitty, was appointed to the Board. Effective February 24, 2025, Mr. Young, was appointed to the Board. The following table lists all outstanding equity awards held by non-employee directors as of December 31, 2025:

  25. Director Compensation for 2025

    | Name | Number of Shares Underlying Outstanding Stock Awards | Number of Shares Underlying Outstanding Options | | Brian D. Finn | 14,819 | 50,000 | | Matthew Shigenobu Muta | 14,819 | 50,000 | | Eric T. Olson | 14,819 | 67,098 | | Stephen Twitty | 9,078 | 4,465 | | Dennis Weibling | 14,819 | 51,959 | | Michael Young | 14,819 | 16,667 |

  26. Description of the Amendment and Significant Historical Award Information

    Description of the Amendment and Significant Historical Award Information If our stockholders approve the amended and restated 2021 Plan, we currently anticipate that the Shares will be sufficient to meet our expected needs for at least the next 3 annual grant cycles. Subject to adjustment upon changes in capitalization of the Company as provided under the 2021 Plan, the maximum number of Shares that will be reserved for issuance under the 2021 Plan, as amended and restated, will be equal to 8,669,084 Shares. In considering the number of Shares to be reserved for issuance under the amended and restated Plan, the Company took into account various factors, including the following: • Attracting and Retaining Talent. We considered the importance of an appropriately sized pool of Shares to continue to be able to attract, retain, and engage highly skilled personnel, including the potential need for additional incentive awards for our executive officers in the event Proposal 4 is not approved by stockholders. We also considered that our recent acquisitions in November 2025 have increased, and the possibility of future acquisitions would likely increase, the need for additional shares available under the Plan to include acquired employees in our equity compensation program. • Equity Compensation in a Competitive Labor Market. We operate in a competitive industry, where there is significant competition for experienced individuals with the skills necessary to execute our strategy and drive our business. Our success depends in large part on such key employees. To succeed in a competitive market for talent, it is important to provide competitive compensation packages that include equity compensation sufficient to meet our recruiting, retention, and incentive objectives. • Historical Grant Practices. Under our equity incentive plans, in 2023, 2024, and 2025, we granted stock options and restricted stock units covering 3,243,138, 2,724,319 and 2,633,569 Shares (excluding any purchase rights under our 2021 Employee Stock Purchase Plan), respectively, for a total of 8,601,026 Shares over such three-year period, resulting in an annual burn rate of 12.6%, 10.2% and 6.8% respectively for 2023, 2024 and 2025, taking into account the total number of shares subject to awards granted in each such year divided by the weighted average number of outstanding shares for such year. This calculation does not take into account Shares that returned to the Plan due to cancellations prior to vesting or exercise, which were 1,978,828, 2,733,247, and 412,242 Shares for 2023, 2024 and 2025, respectively. Forecasted Grant Practices. We anticipate that the Shares reserved under the 2021 Plan, as amended and restated, based on currently projected Share use, will be sufficient for the granting of equity awards thereunder for at least the next 3 years. Despite the projected Share use described above, future circumstances and business needs, such as higher than expected headcount increases, including officers and other key employees to support growth in our business development or merger and acquisition activity, may result in significantly higher or lower Share use than currently projected. Overhang. As of March 31, 2026, our total overhang was 13.1%, excluding all shares for which approval is being sought under this Proposal and Proposal No. 4. For this purpose, we calculated total overhang as (x) the sum of (i) 1,160,928 Shares subject to outstanding options under the 2021 Plan, our 2015 Equity Incentive Plan (the “2015 Plan”) and our 2024 Inducement Equity Incentive Plan (the “2024 Inducement Plan”), plus (ii) 3,477,749 Shares subject to outstanding and unvested restricted stock units under the Plan, the 2015 Plan, the 2024 Inducement Plan, and the standalone restricted stock award granted to Mr. Wolff on July 2, 2025 (the “CEO Restricted Stock Award”), plus (iii) 1,530,407 Shares available for future issuance under the 2021 Plan and the 2024 Inducement Plan, with such sum divided by 47,244,225, which is the total number of outstanding Shares of our common stock as of March 31, 2026. As of March 31, 2026, our issued overhang was 9.8%. For this purpose, we calculated issued overhang as (x) the sum of (i) 1,160,928 Shares subject to outstanding options under the 2021 Plan, 2015 Plan and 2024 Inducement Plan, plus (ii) 3,477,749 Shares subject to outstanding and unvested restricted stock units under the 2021 Plan, the 2015 Plan and the 2024 Inducement Plan and the unvested CEO Restricted Stock Award, with such sum divided by 47,244,225, which is the total number of outstanding Shares of our common stock as of March 31, 2026. Our 2015 Plan terminated on the initial effective date of the 2021 Plan and, therefore, no additional equity awards have been granted under such plan since its termination or will be granted under such plan in the future. The following table shows, as of March 31, 2026, the number of Shares subject to outstanding options and restricted stock units granted under such plans, the weighted average exercise price of such options, and the weighted average remaining term of such options:

  27. Description of the Amendment and Significant Historical Award Information

    | Equity Plan(1) | Number of Shares Subject to Outstanding Options (#) | Weighted Average Exercise Price of Outstanding Options ($) | Weighted Average Remaining Term of Outstanding Options (Years) | Number of Shares Subject to Outstanding Restricted Stock Units or Restricted Stock Awards (#) | | 2021 Equity Incentive Plan | 888,855 | $2.26 | 7.4 | 1,610,186 | | 2015 Equity Incentive Plan | 247,073 | $2.14 | 2.4 | — | | 2024 Inducement Equity Incentive Plan | 25,000 | $6.39 | 8.9 | 367,563 | | 2025 CEO Restricted Stock Award | — | — | — | 1,500,000 | | All Equity Plans | 1,160,928 | $2.32 | 6.4 | 3,477,749 |

  28. Key Features of the 2021 Plan

    Key Features of the 2021 Plan Key features of the 2021 Plan include: • No Evergreen; Stockholder Approval is Required for Additional Shares. The 2021 Plan does not contain any annual “evergreen” provision but instead reserves a specified maximum number of shares for issuance under it. Stockholder approval will be required for increases in the shares issuable under the 2021 Plan. • Non-Employee Director Limits. Under the 2021 Plan, in any fiscal year of ours, no non-employee member of our Board of Directors may be granted, for his or her services on our Board of Directors, equity awards with an aggregate grant date fair value and any other compensation (including any cash retainers or fees) that in the aggregate exceed $500,000, with such amount increased to $750,000 in the fiscal year of his or her initial service as a non-employee member of our Board of Directors. • No Dividends on Options and Stock Appreciation Rights Until Shares Are Issued and No Dividend Payments on Other Awards While Unvested. Under the 2021 Plan and except for adjustments due to certain corporate transactions specified in the 2021 Plan, no stock option or stock appreciation right will confer any rights to dividends or other stockholder rights with respect to its underlying Shares until such Shares are issued following exercise of the award, and any dividends that the administrator may determine will be payable on any other awards granted under the 2021 Plan will be subject to the same vesting criteria, forfeitability and/or transferability restrictions as apply to the Shares subject to the awards on which such dividends would be paid. • Clawback Policy. The 2021 Plan provides that awards granted under the 2021 Plan will be subject to our clawback policy as may be established and/or amended from time to time to comply with applicable laws. The administrator of the 2021 Plan also may impose forfeiture of awards granted under the 2021 Plan as required by applicable laws as well as pursuant to such terms specified by the administrator in an award agreement. We adopted a clawback policy during 2023, as discussed further in the section of this Proxy Statement entitled Executive Compensation. The Board of Directors UNANIMOUSLY recommends that stockholders vote for the approval of the AMENDED AND RESTATED 2025 Equity Incentive Plan.

  29. Summary of the 2021 Equity Incentive Plan, as Amended and Restated

    Summary of the 2021 Equity Incentive Plan, as Amended and Restated The following is a summary of the principal features of the 2021 Plan, as amended and restated, and its operation, as approved by the Board of Directors on April 8, 2026, subject to stockholder approval. This summary does not contain all of the terms and conditions of the amended and restated 2021 Plan and is qualified in its entirety by reference to the 2021 Plan as set forth in Appendix A.

  30. Purposes

    Purposes The purposes of the 2021 Plan are to provide a means to attract and retain highly qualified personnel for positions of responsibility with the Company or any parent or subsidiary of the Company; to provide additional incentive to eligible employees, directors, and consultants; and to promote the success of our business. Under the 2021 Plan, these incentives may be provided through the grant of stock options, stock appreciation rights, restricted stock, RSUs or performance awards.

  31. Eligibility and Types of Awards

    Eligibility and Types of Awards The 2021 Plan permits grants of incentive stock options, within the meaning of Section 422 of the Code, to our employees (including our executive officers) and any of our parents and subsidiaries’ employees. The 2021 Plan also permits grants of nonstatutory stock options, restricted stock, RSUs, stock appreciation rights and performance awards to our employees (including our executive officers) and consultants of the Company and any of its parents or subsidiaries and members of our Board (each such equity award, an “award”). As of March 31, 2026, we had six members of our Board of Directors (of whom one is an employee), 162 employees (including 4 executive officers) and approximately 20 natural‑person consultants, who were eligible for grants under the 2021 Plan. The basis for participation in the 2021 Plan is being eligible and being selected by the administrator of the 2021 Plan, in its discretion, to receive a grant thereunder.

  32. Authorized Shares; Adjustments

    Authorized Shares; Adjustments Subject to the adjustment provisions in the 2021 Plan, the maximum aggregate number of Shares that was made available to be issued under the 2021 Plan as amended and restated is the sum of the following: (a) 9,500,000 Shares, plus (b) any Shares subject to awards granted under our 2015 Plan that, on or after the initial effective date of the 2021 Plan, are cancelled, expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest; provided however that the maximum number of Shares to be added to the 2021 Plan as described in (b) above shall not exceed 2,126,767 Shares (all figures adjusted as applicable for the reverse stock split effective as of July 5, 2023). As described in the section titled “Background” above, as of March 31, 2026, there were 1,422,970 Shares available for issuance under the 2021 Plan. Shares issuable under the 2021 Plan may be authorized but unissued, or reacquired shares of Company Common Stock. If an award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an exchange program (as described below), or, with respect to restricted stock, RSUs, or performance awards granted under the 2021 Plan, is forfeited to or repurchased due to failure to vest, the unpurchased Shares (or for awards other than stock options or stock appreciation rights, the forfeited or repurchased Shares) will become available for future grant or sale under the 2021 Plan. With respect to stock appreciation rights granted under the 2021 Plan, only the net shares actually issued will cease to be available under the 2021 Plan and all remaining Shares under stock appreciation rights will remain available for future grant or sale under the 2021 Plan. Shares that actually have been issued under the 2021 Plan under any award will not be returned to the 2021 Plan; except if Shares issued pursuant to awards of restricted stock, RSUs, or performance awards are repurchased or forfeited due to failure to vest, such Shares will become available for future grant under the 2021 Plan. Shares withheld to pay the exercise price of an award or satisfy the tax liabilities or withholding obligations related to an award will become available for future grant under the 2021 Plan. To the extent an award is paid out in cash rather than Shares, such cash payment will not result in a reduction in the number of Shares available for issuance under the 2021 Plan. However, subject to the adjustment provisions in the 2021 Plan, the maximum number of Shares that may be issued upon exercise of any incentive stock options granted under the 2021 Plan will equal to the maximum number of Shares described in the immediately preceding paragraph plus any Shares that become available as described above in this paragraph to the extent permitted by Section 422 of the Code. If any dividend or other distribution (whether in cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of Shares or other Company securities, or other change in our corporate structure affecting the Shares, occurs (other than any ordinary dividends or other ordinary distributions), the administrator of the 2021 Plan, to prevent diminution or enlargement of the benefits or potential benefits intended to be provided under the 2021 Plan, will adjust the number and class of shares that may be delivered under the 2021 Plan; the number, class, and price of shares covered by each outstanding award; and the numerical share limits contained in the 2021 Plan.

  33. Certain Limitations

    Certain Limitations Non-Employee Directors Limits Non-employee members of the Board of Directors will be eligible to receive all types of awards (except for incentive stock options) under the 2021 Plan. The 2021 Plan provides that in any fiscal year of the Company, no such non-employee director may be granted equity awards (including awards under the 2021 Plan) (the value of which will be based on their grant date fair value determined in accordance with GAAP) and be provided any cash retainers or fees that, in the aggregate, exceed $500,000, provided that in the Company’s fiscal year of the individual’s initial service as a non-employee director, such amount is increased to $750,000. Any equity awards or other compensation provided to an individual for his or her services as an employee or a consultant (other than as a non-employee director) will not count toward this limit. This maximum limit provision does not reflect the intended size of any potential grants or a commitment to make grants to the outside directors under the 2021 Plan in the future. Dividends With respect to any options and stock appreciation rights granted under the 2021 Plan, until the Shares are issued, participants will have no rights to receive dividends or any other rights as a stockholder with respect to the underlying Shares subject to such award. Further, no adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued under an option or stock appreciation right award, except as otherwise provided in the 2021 Plan. During any applicable period of restriction, participants holding Shares of restricted stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the administrator provides otherwise; provided, however, that any such dividends or distributions payable with respect to such Shares will be subject to the same vesting criteria and forfeitability provisions as the Shares of restricted stock with respect to which they were paid. With respect to awards of RSUs and performance awards, until the Shares are issued, participants will have no rights to receive dividends or any other rights as a stockholder with respect to the Shares subject to such award, unless determined otherwise by the administrator; provided, however, that any such dividends or distributions that the administrator determines will be payable with respect to such Shares will be subject to the same vesting criteria and forfeitability provisions as the Shares subject to such award with respect to which they were paid.

  34. Award Terms and Conditions

    Award Terms and Conditions The 2021 Plan provides for the grant of stock options (including incentive stock options and nonqualified stock options), stock appreciation rights, restricted stock, RSUs and performance awards. A brief summary of certain terms of the 2021 Plan based on award type follows. Stock Options Each award of options will be evidenced by an award agreement that sets forth various terms of the award that the administrator determines in accordance with the 2021 Plan provisions. The exercise price per share of options granted under the 2021 Plan generally must be equal to at least 100% of the fair market value of a Share on the date of grant. Under the 2021 Plan, unless the administrator determines otherwise, the fair market value of a Share generally refers to the closing sales price of a Share on The Nasdaq Stock Market as of the date of determination. As of March 31, 2026, the closing price of a Share on The Nasdaq Stock Market was $6.07. The term of an option award may not exceed 10 years. With respect to any participant who owns more than 10% of the voting power of all classes of the stock of the Company (or any of its parent’s or subsidiary’s outstanding stock), the term of an incentive stock option granted to such participant must not exceed five years and the exercise price per share of an incentive stock option must equal at least 110% of the fair market value of a Share on the grant date. The administrator will determine the methods of payment of the exercise price of an option, which may include cash, check, promissory note (to the extent permitted by applicable laws), certain shares of our Common Stock, cashless exercise, net exercise or sell-to-cover transaction, as well as other types of consideration permitted by applicable law. After the cessation of service of an employee, director or consultant, such participant may exercise his or her option for the period of time stated in his or her award agreement. In the absence of a specified time in an award agreement, if such cessation is due to death or disability, the vested portion of the option generally will remain exercisable for 6 months, and in all other cases, the vested portion of the option generally will remain exercisable for three months following the cessation of such service. An option, however, may not be exercised later than the expiration of its term. Stock Appreciation Rights An award of stock appreciation rights allows the recipient to receive the appreciation in the fair market value of the underlying Shares between the exercise date and the date of grant. Each award of stock appreciation rights will be evidenced by an award agreement that sets forth various terms of the award that the administrator determines in accordance with the 2021 Plan provisions. The exercise price per share of stock appreciation rights granted under the 2021 Plan generally must be equal to at least 100% of the fair market value of a Share on the date of grant. The term of a stock appreciation right award may not exceed 10 years. Any payment upon exercise of a stock appreciation right award, at the administrator’s discretion, may be in cash, Shares or a combination of both. After the cessation of service of an employee, director or consultant, such participant may exercise his or her stock appreciation right award for the period of time stated in his or her award agreement. In the absence of a specified time in an award agreement, if such cessation is due to death or disability, the vested portion of the award generally will remain exercisable for 6 months, and in all other cases, the vested portion of the award generally will remain exercisable for three months following the cessation of such service. An award of stock appreciation rights, however, may not be exercised later than the expiration of its term. Restricted Stock Awards of restricted stock are grants of Shares that may have vesting requirements or other terms and conditions established by the administrator. Restricted stock also may be issued upon early exercise of an option award. Each award of restricted stock will be evidenced by an award agreement that sets forth various terms of the award that the administrator determines in accordance with the 2021 Plan provisions. The administrator may impose whatever restrictions on transferability, forfeiture provisions or other restrictions or vesting conditions (if any) it determines to be appropriate (for example, the administrator may set restrictions based on the achievement of specific performance goals or continued service to us). The administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. Recipients of restricted stock awards generally will have voting rights with respect to such Shares upon grant, unless the administrator provides otherwise. Shares of restricted stock that do not vest are subject to forfeiture. Restricted Stock Units Each RSU is a bookkeeping entry representing a right with respect to a share of Common Stock following satisfaction of all applicable requirements by delivery of one Share, or cash equal to the fair market value of one Share on the settlement date, in the administrator’s discretion. Each award of RSUs will be evidenced by an award agreement that sets forth various terms of the award that the administrator determines in accordance with the 2021 Plan provisions. The administrator may set the vesting criteria of an RSU award based upon the achievement of company-wide, divisional, business unit, or individual goals or requirement (including continued employment or service), applicable federal or state securities laws or any other basis determined by the administrator in its discretion. Notwithstanding the foregoing, the administrator, in its sole discretion, may reduce or waive any vesting criteria under the RSUs. All RSUs that are unearned or unvested as of the date set forth in the applicable award agreement will be forfeited. Performance Awards Performance awards are awards that may be earned in whole or in part on the attainment of performance goals or other vesting criteria that the administrator may determine, and that may be denominated in cash or stock and settled in cash, securities, or a combination thereof. Each performance award granted under the 2021 Plan will be evidenced by an award agreement that sets forth various terms of the award that the administrator determines in accordance with the 2021 Plan provisions. Each performance award will have an initial value that is determined by the administrator. The administrator may set the vesting criteria of a performance award based upon the achievement of company-wide, divisional, business unit, or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws or any other basis determined by the administrator in its discretion, and may set any time period during which any applicable performance objectives or other vesting criteria will be measured. Notwithstanding the foregoing, the administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions under the performance award. The administrator, in its sole discretion, may pay earned performance awards in the form of cash, Shares, or a combination of both. All performance awards that are unearned or unvested as of the date set forth in the applicable award agreement will be forfeited.

  35. Merger or Change in Control

    Merger or Change in Control The 2021 Plan provides that in the event of the Company’s merger with or into another corporation or a change in control, as defined in the 2021 Plan, each outstanding award will be treated as the administrator determines (subject to the provisions of the following paragraph), without a participant’s consent. The administrator may, without limitation, provide that awards granted under the 2021 Plan may be (i) assumed, or substantially equivalent awards substituted, (ii) terminated upon or immediately prior to the merger or change in control, (iii) vest and become exercisable or payable and, to the extent the administrator determines, terminated upon or immediately prior to the merger or change in control, (v) terminated in exchange for cash, other property or other consideration, or (vi) treated in any combination of the foregoing. The administrator is not required to treat all awards, all awards held by a participant, all portions of awards, or all awards of the same type, similarly. If a successor (or an affiliate thereof) does not assume or substitute for an award (or portion thereof), then such award (or its applicable portion) will fully vest, all restrictions on such award (or its applicable portion) will lapse, all performance goals or other vesting criteria applicable to such award (or its applicable portion) will be deemed achieved at 100% of target levels and such award (or its applicable portion) will become fully exercisable, if applicable, for a specified period before the transaction, in each case unless specifically provided otherwise under the applicable award agreement or other written agreement with the participant authorized by the administrator. In addition, unless specifically provided otherwise under the applicable award agreement or other written agreement with the participant authorized by the administrator, if an option or stock appreciation right (or a portion of such award) is not assumed, substituted or continued, the administrator will notify the participant that such option or stock appreciation right (or its applicable portion) will be exercisable for a period of time determined by the administrator in its sole discretion and the option or stock appreciation right (or its applicable portion) will terminate upon the expiration of such period. Awards granted to a non-employee member of our Board of Directors while such individual was a non-employee director will fully vest upon a merger of the Company with or into another corporation or other entity or a change in control, provided that the participant’s status as a director is terminated other than upon a voluntary resignation by the participant (unless that resignation is at the request of the acquirer) following the assumption or substitutions of the award in such merger or change in control, and such participant will have the right to exercise options and stock appreciation rights as to all Shares underlying such awards, all restrictions on such awards will lapse, and all performance goals or other vesting criteria applicable to such awards will be deemed achieved at 100% of target levels, unless specifically provided otherwise under the applicable award agreement or other written agreement with the non-employee director authorized by the administrator. Awards granted to our non-employee directors under our outside director compensation policy provide for single-trigger accelerated vesting on continued service through closing of a change in control, which effectively supersedes this plan provision.

  36. New Plan Benefits

    | | Options | | Time-Based RSUs or RSAs(1)(2) | | Performance-Based RSUs(3) | | Total | | | Name and Position | Number of Shares (#) | Grant Date Fair Value ($)(4) | Number of Shares (#) | Grant Date Fair Value ($)(4) | Number of Shares (#) | Grant Date Fair Value ($)(4) | Number of Shares (#) | Grant Date Fair Value ($)(4) | | Benjamin G. Wolff President, Chief Executive Officer and Director | — | $— | — | $— | — | $— | — | $— | | Denis Garagić Chief Technology Officer | — | $— | 120,000 | $766,800 | — | $— | 120,000 | $766,800 | | Stephen Sonne Chief Legal Officer and Secretary | — | $— | 70,000 | $447,300 | — | $— | 70,000 | $447,300 | | Brian D. Finn | — | $— | 14,819 | $130,111 | — | $— | 14,819 | $130,111 | | Eric T. Olson | — | $— | 14,819 | $130,111 | — | $— | 14,819 | $130,111 | | Stephen M. Twitty | — | $— | 9,078 | $79,614 | — | $— | 9,078 | $79,614 | | Dennis Weibling | — | $— | 14,819 | $130,111 | — | $— | 14,819 | $130,111 | | Michael T. Young | 16,667 | $86,403 | 14,819 | $130,111 | — | $— | 31,486 | $216,514 | | All current executive officers, as a group (4 persons) | — | $— | 260,000 | $1,661,400 | — | $— | 260,000 | $1,661,400 | | All current directors, who are not executive officers, as a group (5 people) | 16,667 | $86,403 | 68,354 | $600,057 | — | $— | 85,021 | $686,460 | | All employees, including all current officers who are not executive officers, as a group (157 people) | — | $— | 407,188 | $2,706,579 | 5,000 | $36,100 | 412,188 | $2,742,679 | | All consultants who are not employees, as a group (3 people) | 40,000 | $258,760 | 12,577 | $65,903 | 12,488 | $41,897 | 65,065 | $366,560 |

  37. New Plan Benefits

    | | Options | | Time-Based RSUs or RSAs(1) | | Performance-Based RSUs | | Total | | | Name and Position | Number of Shares (#) | Grant Date Fair Value ($)(2) | Number of Shares (#) | Grant Date Fair Value ($)(2) | Number of Shares (#) | Grant Date Fair Value ($) | Number of Shares (#) | Grant Date Fair Value ($)(4) | | Benjamin G. Wolff (3) President, Chief Executive Officer and Director | — | $— | 1,500,000 | $3,345,000 | — | $— | 1,500,000 | $3,345,000 | | All employees, including all current officers who are not executive officers, as a group (157 people) (4) | 25,000 | $133,035 | 286,295 | 1,516,386 | — | $— | 311,295 | 1,649,421 |

  38. Required Vote

    | OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE 2021 EQUITY INCENTIVE PLAN, AS AMENDED AND RESTATED, TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE THEREUNDER. |

  39. APPROVAL OF RESTRICTED STOCK UNIT AWARDS TO OUR SENIOR EXECUTIVES

    APPROVAL OF RESTRICTED STOCK UNIT AWARDS TO OUR SENIOR EXECUTIVES We are asking you to approve certain restricted stock unit awards covering an aggregate of 5,360,659 shares of our common stock, that we granted to our senior executives on November 15, 2025 (the “Executive RSUs”). On the terms of the Executive RSUs as granted, if stockholder approval is not attained by the Annual Meeting or the last adjournment thereof, the Executive RSUs will become null and void and terminate without vesting.

  40. Background

    Background On November 15, 2025, based on the recommendation of the Compensation Committee, our Board of Directors approved the Executive RSUs. Due to a desire to incentivize our executive officers to remain with us, further align their interests with those of our stockholders and to reward them should their efforts result in the creation of substantial stockholder value, the Compensation Committee recommended, and our Board of Directors desired to approve, awards of restricted stock units to our then serving executive officers with vesting subject to our attainment of certain stock price goals. Before recommending the Executive RSUs to the Board of Directors, the Compensation Committee discussed the desirability of senior executive awards at multiple meetings and outside discussions, and consulted with its independent advisors. Among other things, the Compensation Committee discussed various potential terms and structures for the awards, including the amounts of the Executive RSUs, the target stock prices for vesting of the awards, the performance period over which the RSUs could be earned, whether to include time-based vesting requirements, whether to use performance metrics other than or in addition to stock price and whether to adjust the shares to be received based on the stock price at the time of grant (sometimes referred to as “premium pricing”). While the Compensation Committee and the Board of Directors felt that the awards as ultimately structured were appropriate and would provide proper retention and performance incentives to our executive officers, because of the potential dilution to our stockholders and the desire not to use shares from the 2021 Plan, the Executive RSUs were conditioned upon stockholder approval. As a result, the Executive RSUs were granted outside the 2021 Plan and will become null and void and terminate without vesting if not approved at the Annual Meeting.

  41. Effect of Approval of the Executive RSUs

    Effect of Approval of the Executive RSUs If stockholders approve the Executive RSUs, the Executive RSUs will continue and become eligible for vesting on their terms. If stockholders do not approve the Executive RSUs, the Executive RSUs will terminate without vesting. In this case, our Compensation Committee may consider what alternatives might be available to achieve the compensation goals the Executive RSUs were intended to address.

  42. Limitations on Individual Awards

    Limitations on Individual Awards The maximum aggregate number of shares of our common stock subject to Executive RSUs is 5,360,659, representing the total number of shares of our common stock subject to the Executive RSUs granted on November 15, 2025. No other awards will be granted pursuant to this authorization. The number of shares available for settlement on vesting of the Executive RSUs is subject to proportionate adjustment for any stock splits, dividends, combinations and the like, under the terms of the Executive RSU agreements.

  43. Eligibility

    Eligibility The Executive RSUs were granted to our senior executives who were executive officers as of November 15, 2025. These executive officers consisted of Benjamin Wolff, our Chief Executive Officer; Denis Garagić, our Chief Technology Officer and co-founder; Trevor Thatcher, our Chief Financial Officer, Kristi Martindale, our Chief Commercial Officer, and Stephen Sonne, our Chief Legal Officer and Secretary. All of the recipients of Executive RSUs were employees and executive officers of the Company at the time of grant. Mr. Wolff was also a member of our Board of Directors at the time of grant. No other service provider of the Company received an Executive RSU. The basis for participation in the Executive RSUs was being an executive officer on the date of grant and being selected for such an award by our Board of Directors, in its discretion, upon the recommendation of the Compensation Committee.

  44. Terms and Conditions of the Executive RSUs

    Terms and Conditions of the Executive RSUs Although the Executive RSUs were made by standalone grants outside the 2021 Plan, the awards were made pursuant to an award agreement that adopts the terms and conditions of the 2021 Plan applicable to restricted stock unit awards. The form of restricted stock unit award agreement is provided with this proxy statement as Appendix B. The only awards covered by the approval requested under this Proposal No. 4 are the Executive RSUs, which are awards of restricted stock units. Each restricted stock unit subject to an Executive RSU is a bookkeeping entry representing the right to receive one Share following satisfaction of all applicable requirements. All Executive RSUs for which the stock price goal for a particular tranche has not been met by November 15, 2030 will be forfeited. Each Executive RSU award is divided into 10 equally-sized tranches. The stock price goal for each tranche will be met only when the closing price per share of our common stock meets or exceeds the stock price goal on a sustained basis for a period of 60 consecutive trading days. A tranche for which the stock price is met will vest only if the associated service-based vesting condition, set forth in the following table, is satisfied or deemed satisfied as further described below.

  45. Terms and Conditions of the Executive RSUs

    | Vesting Tranche | Stock Price Goal | Vesting Condition | | 1 | $20.00 | 25% on attainment of the stock price goal, and an additional 25% on the six-, twelve- and eighteen-month anniversaries of this attainment, subject to the executive’s continued service through each vesting date | | 2 | $25.00 | | | 3 | $30.00 | | | 4 | $35.00 | | | 5 | $40.00 | 25% on attainment of the stock price goal, and an additional 25% on the three-, six-, and twelve-month anniversaries of this attainment, subject to the executive’s continued service through each vesting date | | 6 | $45.00 | | | 7 | $50.00 | | | 8 | $55.00 | | | 9 | $60.00 | 33.3% on attainment of the stock price goal, an additional 33.3% on the three-month anniversary of this attainment, and an additional 33.4% on the six-month anniversary of this attainment, subject to the executive’s continued service through each vesting date | | 10 | $65.00 | |

  46. Terms and Conditions of the Executive RSUs

    If the stock price goal for a tranche is achieved, the number of restricted stock units that will be eligible for vesting for that tranche on a vesting date will be based on the increase in value of the Company’s stock from the time of grant to the time of vesting. The increase in value will be determined by multiplying (a) the number of units subject to the tranche scheduled to vest on that vesting date by (b) (i) the excess, if any, of the volume-weighted average closing price of the Company’s common shares for the 20-trading day period prior to and including the vesting date over the volume-weighted average closing price of the Company’s common shares for the 20-trading day period ending on and including November 15, 2025 divided by (ii) by the volume-weighted average closing price of the Company’s common shares for the 20-trading day period prior to and including the vesting date. On termination of the executive’s service due to a termination by the Company without cause or by the executive for good reason (in each case within the meaning of the executive’s employment agreement), if executive otherwise satisfies the conditions for payment of severance under the executive’s employment agreement, including executive’s release of claims against the Company, then executive will become vested in all tranches for which the stock price goal has been achieved prior to the date of such termination. On termination of the executive’s service due to the executive’s death or by the Company for disability (within the meaning of the executive’s employment agreement), or, for Mr. Wolff only, if he continues to be a member of our board of directors after he ceases to be an employee and subsequently ceases to be a director because he is not nominated for reelection or he is not reelected, if the executive satisfies the condition of receipt of severance under the executive’s employment agreement applicable to termination by the Company without cause, including the executive’s release of claims against the Company, then the executive will become vested in all tranches for which the stock price goal has been achieved prior to the date of such termination. In the event of a change in control (which has the same definition used in the 2021 Plan) that occurs before achievement of the stock price goal for any tranche, achievement will be measured based on the closing price of our common stock on the last trading day prior to closing of the change in control, any tranche for which the stock price goal is met as so measured will vest in full on the executive’s continued service through the closing date and any tranche for which the stock price goal is not met as so measured will be forfeited. Subject to the terms of the Executive RSUs relating to withholding obligations (described below in this section) any restricted stock units that become vested under an Executive RSU will be settled in shares of our common stock as soon as practicable after vesting, but in any case within 60 days following the vesting date. Any offers or sales of shares approved by stockholders under this Proposal No. 4 would apply only to the Executive RSUs. Approval of the Executive RSUs by stockholders will not constitute approval to use shares subject to the Executive RSUs for any other equity awards, even if any portion of an Executive RSU is forfeited. The form of Executive RSU agreement provides that each award will be administered by our Board of Directors or its designated committee (the “Committee”). As the administrator of the Executive RSUs, the Committee will have the authority to adopt, revise or rescind any rules and regulations as it may deem necessary or advisable to administer the Executive RSUs, and make all other decisions and determinations that may be required under the Executive RSUs or that the Committee deems necessary or advisable for administration of the Executive RSUs to the same extent as it has with regards to awards under the 2021 Plan. The Committee may permit the executive holder of an Executive RSU to satisfy tax withholdings relating to awards granted under the Executive RSUs pursuant to procedures it determines, as permitted by applicable laws, including allowing the executive to (a) pay us the amount of the withholding obligation in cash, (b) have us withhold otherwise deliverable shares under an award or to deliver to us already owned shares of common stock at the minimum statutory withholding amount or such greater amount as the Committee permits if it determines such amount would not have adverse accounting consequences, (c) have us withhold from the executive holders’ wages or other cash compensation, (d) delivering to us Shares that the executive holder owns and that have already vested at the minimum statutory withholding amount, or such greater amount as the Committee permits if it determines such amount would not have adverse accounting consequences, (d) have us sell a sufficient number of shares otherwise deliverable under the Executive RSUs (whether through a broker or otherwise) at the minimum statutory withholding amount or such greater amount as the Committee permits if it determines such amount would not have adverse accounting consequences. The Committee may amend or terminate outstanding Executive RSUs to the same extent as it can amend or terminate awards under the 2021 Plan. However, amendment or termination will require the executive holder’s consent in certain circumstances if it would materially adversely affect the executive’s interests under the Executive RSUs. The Executive RSUs are not generally assignable or transferable by the executive other than by will or the laws of descent and distribution (which includes by beneficiary designation if available). However, the Committee, in its discretion, may permit awards to be transferred, subject to such terms and conditions as the Committee determines to be appropriate. Each executive holder of an Executive RSU may, in the manner determined by the Committee and to the extent the Committee has permitted, designate a beneficiary to exercise the rights of the participant and to receive any distribution with respect to such award upon the participant’s death. In the event of a dividend or other distribution (whether in cash, our securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of our common stock or our other securities, or other change in our corporate structure affecting our common stock (other than ordinary dividends or other ordinary distributions), the number and class of shares issuable under the approval sought here and/or the number and class (as applicable) of shares covered by each outstanding Executive RSU will be adjusted proportionately in order to prevent the diminution or enlargement of benefits or potential benefits intended under the Executive RSUs and the authorization sought here. Assuming that it is approved by our stockholders, the authorization to issue shares pursuant to the Executive RSUs will continue until May 15, 2032. The Executive RSUs are subject to our compensation recoupment policy as in effect on November 15, 2025, and will be subject to any applicable compensation recoupment policy we implement to comply with the requirements of applicable laws.

  47. Certain Federal Tax Effects

    Certain Federal Tax Effects The following discussion is limited to a summary of the U.S. federal income tax provisions relating to the grant and vesting of the Executive RSUs and the subsequent sale of common stock acquired thereunder. The tax consequences of awards may vary according to the country of participation. Also, the tax consequences of the grant or vesting of awards vary depending upon the particular circumstances, and it should be noted that income tax laws and regulations and interpretations thereof, change frequently. An executive holder generally will not have taxable income at the time an award of restricted stock units are granted. Instead, the executive will recognize ordinary income in an amount equal to the fair market value of shares issued to the executive at the end of the applicable vesting period or, if later, the settlement date of the award. Such ordinary income generally is subject to tax withholding by us. Any gain or loss recognized upon any later disposition of shares acquired under the Executive RSUs generally will be treated as capital gain or loss. The Company generally will be entitled to a tax deduction in connection with the vesting and issuance of shares under an Executive RSU in an amount equal to the ordinary income recognized by the executive holder at the time that the executive recognizes such income, except as follows. Under Section 162(m) of the Code, the deductibility of compensation paid to certain individuals, including our President and Chief Executive Officer and other “covered employees” within the meaning of Code Section 162(m), is limited to $1,000,000 per person per year.

  48. Executive RSU Benefits

    Executive RSU Benefits The following table sets forth information on the shares subject to the Executive RSUs for which approval is being sought, taking into account the closing price for our common stock on March 31, 2026 which was $6.07.

  49. Executive RSU Benefits

    | Name and Position(1) | Dollar Value | Number of Shares Subject to Stock Awards | | Benjamin Wolff, President, Chief Executive Officer and Director | $27,138,618 | 4,470,942 | | Denis Garagić, Chief Technology Officer | $2,713,861 | 447,094 | | Stephen Sonne, Chief Legal Officer and Secretary | $895,574 | 147,541 | | All Current Executive Officers as a Group (4 people) | $31,643,626 | 5,213,118 | | All Directors who are not Executive Officers as a Group (5 people) | $— | — | | All Non-Executive Officer Employees as a Group (Including all Officers who are not Executive Officers) (1 participant) | $895,574 | 147,541 |

  50. Executive RSU Benefits

    Approval of the Executive RSUs requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy entitled to vote at the Annual Meeting. Abstentions will have the same effect as a vote AGAINST the proposal. Broker non-votes will have no effect on the proposal.

  51. Executive RSU Benefits

    | OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE EXECUTIVE RSUs |

  52. Executive RSU Benefits

    The following table sets forth certain information about our executive officers as of March 31, 2026.

  53. Executive RSU Benefits

    | Name | Age | Position | | Benjamin G. Wolff(1) | 57 | President, Chief Executive Officer and Director | | Denis Garagić | 57 | Chief Technology Officer | | Stephen Sonne | 57 | Chief Legal Officer and Secretary | | Trevor Thatcher | 40 | Chief Financial Officer |

  54. Executive RSU Benefits

    (1) Biographical information for Mr. Wolff is set forth above under Board of Directors and Corporate Governance – Nominees for Director beginning on page 9.

  55. Executive RSU Benefits

    | | Dr. Denis Garagić | | | Dr. Denis Garagić has served as our Chief Technology Officer since January 2022. Dr. Garagić is the co-founder of our AI/ML software business and served as Old Sarcos' Chief Scientist, Advanced Systems and AI from June 2020 until the Business Combination when he became our Chief Scientist, Advanced Systems & AI, a position he held until his promotion in January 2022. Prior to joining Old Sarcos, he served as Chief Scientist at BAE Systems (OTCMKTS: BAESY) FAST Labs from April 2007 to May 2020, guiding the creation of cognitive computing solutions that provide machine intelligence and anticipatory intelligence to solve challenges across the Department of Defense and intelligence community. Dr. Garagić has been a Technical Review Authority, Principal Investigator or Research Lead on numerous programs, including the Defense Advanced Research Projects Agency (DARPA) and Air Force Research Labs research programs. Dr. Garagić is also a regular speaker at international meetings and conferences on AI & machine learning. Dr. Garagić received his B.S. and M.S. degrees in Mechanical Engineering and Technical Cybernetics from The Czech Technical University in Prague and received his Ph.D. in Mechanical Engineering from The Ohio State University. |

  56. Executive RSU Benefits

    | | Stephen Sonne | | | Stephen Sonne has served as our Chief Legal Officer and Secretary since September 2022, overseeing all legal activities for the Company. Beginning in February 2024, he also began overseeing the Company's human resource function. Prior to becoming Chief Legal Officer, Mr. Sonne served as Senior Vice President and General Counsel from February 2022 to September 2022. From January 2013 until March 2021, he served as Senior Vice President, Associate General Counsel and, from April 2018 to March 2021, Corporate Secretary for Booking Holdings (Nasdaq: BKNG), the parent company of Booking.com, priceline.com, KAYAK, agoda.com, Rentalcars.com and OpenTable, overseeing Booking Holdings' public reporting, securities offering, mergers and acquisitions and corporate governance activities, among other things. Prior to Booking Holdings, Mr. Sonne served as a Partner at O'Melveny & Myers LLP, a premier international law firm. He holds a Bachelor of Arts in Political Science and Spanish from Brigham Young University, an MBA from Duke University's Fuqua School of Business and a Juris Doctor degree from the Duke University School of Law. |

  57. Executive RSU Benefits

    | | Trevor Thatcher | | | Trevor Thatcher has served as our Chief Financial Officer since March 2024. Mr. Thatcher has over 10 years of experience providing strategic and operational financial leadership to public companies. Mr. Thatcher joined us in December 2021 as VP, Corporate Controller. Before joining Palladyne AI Corp., Mr. Thatcher served in various accounting roles from 2014 to 2016 at LifeVantage Corporation (Nasdaq: LFVN), a health, wellness and fitness company, and served as its SVP, Corporate Controller from 2016 until 2021. He oversaw the company's accounting, tax, commissions, treasury and internal audit functions, was a member of the company's international and product expansion teams and helped to align and consolidate company-wide processes to drive operational efficiencies. Previous to LifeVantage, Mr. Thatcher served in other accounting and finance roles and began his career in public accounting at a local Utah accounting firm. Mr. Thatcher earned his Masters of Accounting from the University of Utah and his Bachelors of Science in Accounting and Economics from Utah State University. He is a Certified Public Accountant in Utah and was a recipient of the Direct Selling "Forces Under 40" award in 2017 while working for LifeVantage Corporation. |

  58. Executive RSU Benefits

    We have designed our compensation and benefits programs to attract, retain, incentivize and reward talented and qualified executives. We believe our compensation program should promote our success and align executive incentives with the long-term interests of our stockholders. Our current compensation programs primarily consist of salary, bonuses and equity compensation awards. We believe that our use of equity compensation awards strongly aligns the interests of our executive officers with those of our stockholders by providing meaningful compensation opportunities through the use of long-term equity incentives. Further, we believe that the vesting schedules associated with our equity compensation awards promote our accomplishment of key objectives and our long-term success. As a result, we do not believe that our compensation programs promote excessive or inappropriate risk-taking. As our needs evolve, we intend to continue to evaluate our philosophy and compensation programs as circumstances require. Our named executive officers, consisting of each individual serving in the role of principal executive officer in 2025, the next two most highly compensated executive officers (other than our principal executive officer during 2025) as of December 31, 2025, and up to two additional individuals who were executive officers in 2025 but were not serving as executive officers as of December 31, 2025, were: • Benjamin G. Wolff, our President, Chief Executive Officer and Director; • Denis Garagić, our Chief Technology Officer; and • Stephen Sonne, our Chief Legal Officer and Secretary.

  59. Summary Compensation Table

    Summary Compensation Table The following table presents information regarding the compensation of our named executive officers for services rendered during the fiscal years ended December 31, 2025 and December 31, 2024 if they were an executive officer during those years:

  60. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2)(3) | All Other Compensation ($) | Total ($) | | Benjamin G. Wolff(4) | 2025 | $10,094 | — | $3,345,000 | — | — | $3,355,094 | | President, Chief Executive Officer and Director | 2024 | $228,797 | — | $369,125 | — | — | $597,922 | | Denis Garagić | 2025 | $440,937 | $40,000 | $766,800 | — | — | $1,247,737 | | Chief Technology Officer | 2024 | $412,174 | $364,417 | $295,301 | $74,514 | — | $1,146,406 | | Stephen Sonne | 2025 | $383,875 | $55,000 | $447,300 | — | — | $886,175 | | Chief Legal Officer and Secretary | 2024 | $370,000 | $240,500 | $59,060 | $14,818 | — | $684,378 |

  61. Summary Compensation Table

    (1) The amounts in this column represent discretionary bonuses approved by our Compensation Committee after taking into account the Company's performance against targets, individual performance and retention bonuses approved by our Board of Directors and patent bonuses. Amounts reported in the "Bonus" column for 2025 include (i) for Dr. Garagić a discretionary bonus of $40,000, and (ii) for Mr. Sonne a discretionary bonus of $55,000. Amounts reported in the "Bonus" column for 2024 include (i) for Dr. Garagić a retention bonus of $318,750, a discretionary bonus of $42,500 and a patent bonus for $3,167, and (ii) for Mr. Sonne a retention bonus of $185,000 and a discretionary bonus of $55,500. The amounts in these columns represent the aggregate grant-date fair value of equity awards granted to each named executive officer, computed in accordance with the FASB ASC Topic 718. See Notes 1 and 10 to our audited consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2025 for a discussion of the assumptions made by us in determining the grant-date fair value of our equity awards. In April 2024, the Company approved amendments to certain options held by seven senior employees, including Dr. Garagić's option awards granted on May 29, 2020, May 20, 2022 and March 29, 2023 (representing an incremental value of $30,848) and Mr. Sonne's option awards granted on April 1, 2022 (representing an incremental value of $14,818). These options were amended to (a) reduce the per share exercise price of the options to $1.59, which is equal to the closing price of the Company's common stock on April 17, 2024, the effective date of the amendment, and (b) revise the vesting terms to restart the vesting schedule, including options that had already vested, such that 25% of the shares underlying the options vested on March 29, 2025, and then subsequently 1/12 of the remaining shares underlying the options vest on each of the company's quarterly vesting dates, subject to Dr. Garagić and Mr. Sonne, respectively, continuing to be a service provider as of each such vesting date. No other terms of these options were modified. (4) Mr. Wolff, served as our Executive Chairman until February 1, 2023 and served as our Executive Vice Chairman from October 19, 2023 until February 23, 2024 when he became our President and Chief Executive Officer. Mr. Wolff was an employee during those periods of service, and thus did not receive compensation under our outside director compensation policy for services on the Board during those periods.

  62. Outstanding Equity Awards at Fiscal 2025 Year-End

    Outstanding Equity Awards at Fiscal 2025 Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2025.

  63. Outstanding Equity Awards at Fiscal 2025 Year-End

    | | | Stock Awards | | Option Awards | | | | | Name | Grant Date(1) | Number of Shares, Units or Other Rights That Have Not Vested(#) | Market Value of Units of Stock that Have Not Vested (2) ($) | Number of Securities Underlying Unexercised Options (Exercisable) | Number of Securities Underlying Unexercised Options (Unexercisable) | Option Exercise Price | Option Expiration Date | | Benjamin Wolff | 7/2/2025 | 1,500,000(3) | $6,390,000 | — | — | — | | | Denis Garagić | 5/29/2020 | — | — | 9,348 | 12,024(4) | $1.59 | 5/29/2030 | | | 5/20/2022 | — | — | 6,212 | 7,992(4) | $1.59 | 5/20/2032 | | | 5/20/2022 | 1,122(5) | $4,780 | — | — | — | | | | 3/29/2023 | — | — | 29,961 | 38,525(4) | $1.59 | 3/29/2033 | | | 3/29/2023 | 13,947(6) | $59,414 | — | — | — | | | | 2/23/2024 | 281,250(7) | $1,198,125 | — | — | — | | | | 3/10/2025 | 120,000(8) | $511,200 | — | — | — | | | Stephen Sonne | 4/1/2022 | — | — | 8,642 | 11,115(4) | $1.59 | 2/7/2032 | | | 4/1/2022 | 513(9) | $2,185 | — | — | — | | | | 3/29/2023 | — | — | 37,669 | 17,120(10) | $2.82 | 3/29/2033 | | | 3/29/2023 | 11,156(6) | $47,525 | — | — | — | | | | 2/23/2024 | 56,250(7) | $239,625 | — | — | — | | | | 3/10/2025 | 70,000(8) | $298,200 | — | — | — | |

  64. Outstanding Equity Awards at Fiscal 2025 Year-End

    (1) Represents grant dates of the stock options and stock awards. (2) The market value of unvested shares is calculated by multiplying the number of unvested shares by the closing market price of our common stock on December 31, 2025 the last trading day of the year, which was $4.26 per share. (3) Represents restricted stock that will vest on October 31, 2027, subject to continued service through such date. (4) 25% of the shares underlying the options vested on March 29, 2025, and then subsequently 1/12 of the remaining shares underlying the options will vest on each quarterly vesting date thereafter, subject to continued service through such date. (5) Represents RSUs, 25% of the award vested on May 20, 2023, and subsequently 1/12 of the remaining portion of the award will vest on each quarterly vesting date thereafter, subject to continued service through such date. (6) Represents RSUs, 25% of the award vested on March 29, 2024, and subsequently 1/12 of the remaining portion of the award will vest on each quarterly vesting date thereafter, subject to continued service through such date. (7) Represents RSUs, 25% of the award vested on February 23, 2025, and subsequently 1/12 of the remaining portion of the award will vest on each quarterly vesting date thereafter, subject to continued service through such date. Represents RSUs, 25% of the award vested on March 10, 2026, and subsequently 1/12 of the remaining portion of the award will vest on each quarterly vesting date thereafter, subject to continued service through such date. Represents RSUs, 25% of the award vested on March 29, 2023, and subsequently 1/12 of the remaining portion of the award will vest on each quarterly vesting date thereafter, subject to continued service through such date. (10) 25% of the shares underlying the options vested on March 29, 2024, and then subsequently 1/12 of the remaining shares underlying the options will vest on each of quarterly vesting date thereafter, subject to continued service through such date.