Knightscope adds 10M shares to equity plan

Q: What key decisions were made at Knightscope (KSCP)’s September 2, 2026 annual meeting?

Stockholders elected four directors, ratified BPM LLP as auditor for 2026, and approved a second amendment to the 2022 Equity Incentive Plan increasing the share pool by 10,000,000 Class A Common shares.

Q: How many votes were represented at Knightscope (KSCP)’s 2026 annual meeting and what was the turnout?

Holders of 11,541,416 votes were present electronically or by proxy, representing approximately 50.71% of the votes that could be cast by holders of Knightscope’s outstanding shares as of the July 15, 2026 record date.

Q: Were Knightscope (KSCP)’s director nominees elected at the 2026 annual meeting?

Yes. Director nominees William Santana Li, William G. Billings, Robert A. Mocny, and Melvin W. Torrie were each elected to the Board to serve until the 2027 annual meeting and until their successors are elected and qualified.

Q: Did Knightscope (KSCP) stockholders ratify the company’s independent auditor for 2026?

Yes. Stockholders ratified the appointment of BPM LLP as Knightscope’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 10,811,595 votes for, 533,360 against, and 196,461 abstentions.

Knightscope’s 2026 annual meeting approved all proposals, including adding 10 million shares to its 2022 Equity Incentive Plan.

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

8-K

Rhea-AI Filing Summary

Knightscope, Inc. (KSCP) reported the results of its September 2, 2026 annual meeting of stockholders, where holders of 11,541,416 votes were present or represented by proxy, representing approximately 50.71% of votes entitled to be cast as of the July 15, 2026 record date.

Stockholders elected William Santana Li, William G. Billings, Robert A. Mocny, and Melvin W. Torrie to the Board to serve until the 2027 annual meeting. They also ratified the appointment of BPM LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

In addition, stockholders approved a second amendment to Knightscope’s 2022 Equity Incentive Plan, increasing by 10,000,000 the maximum number of shares of Class A Common Stock authorized for issuance under the plan; Proposal 3 received 3,033,726 votes for, 798,194 against, 82,051 abstentions, and 7,627,445 broker non-votes.

Filing Explained

The September 2 annual-meeting result adds authorization for up to 10,000,000 more Class A shares under the 2022 Equity Incentive Plan, but this 8-K records approval of that capacity—not an issuance of shares.

8-K Event Classification

2 items: 5.02, 5.07

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes represented: 11,541,416 votes Meeting turnout: 50.71% Equity plan share increase: 10,000,000 shares +4 more

7 metrics

Votes represented 11,541,416 votes Present or represented by proxy at the annual meeting, about 50.71% of eligible votes

Meeting turnout 50.71% Percentage of votes that could be cast by holders of outstanding shares as of July 15, 2026

Equity plan share increase 10,000,000 shares Additional Class A Common shares authorized under the 2022 Equity Incentive Plan via second amendment

Proposal 3 votes for equity plan amendment 3,033,726 votes for Approval of second amendment to the 2022 Equity Incentive Plan

Proposal 3 votes against 798,194 votes against Opposing the second amendment to the 2022 Equity Incentive Plan

Auditor ratification votes for 10,811,595 votes for Ratification of BPM LLP as independent registered public accounting firm for 2026

Auditor ratification votes against 533,360 votes against Ratification of BPM LLP as independent registered public accounting firm for 2026

Key Terms

Equity Incentive Plan, Broker Non-Votes, independent registered public accounting firm, Definitive Proxy Statement, +1 more

5 terms

Equity Incentive Plan financial

"the Knightscope, Inc. 2022 Equity Incentive Plan (the “2022 Plan”)"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Broker Non-Votes financial

"Votes FOR | Votes WITHHELD | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"BPM LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Definitive Proxy Statement regulatory

"provided in the Company’s Definitive Proxy Statement on Schedule 14A"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What key decisions were made at Knightscope (KSCP)’s September 2, 2026 annual meeting?

Stockholders elected four directors, ratified BPM LLP as auditor for 2026, and approved a second amendment to the 2022 Equity Incentive Plan increasing the share pool by 10,000,000 Class A Common shares.

How many votes were represented at Knightscope (KSCP)’s 2026 annual meeting and what was the turnout?

Holders of 11,541,416 votes were present electronically or by proxy, representing approximately 50.71% of the votes that could be cast by holders of Knightscope’s outstanding shares as of the July 15, 2026 record date.

What change was approved to Knightscope (KSCP)’s 2022 Equity Incentive Plan?

Stockholders approved a second amendment to the 2022 Equity Incentive Plan that increases by 10,000,000 the maximum number of Knightscope Class A Common Stock shares authorized to be issued under the plan.

Were Knightscope (KSCP)’s director nominees elected at the 2026 annual meeting?

Yes. Director nominees William Santana Li, William G. Billings, Robert A. Mocny, and Melvin W. Torrie were each elected to the Board to serve until the 2027 annual meeting and until their successors are elected and qualified.

Did Knightscope (KSCP) stockholders ratify the company’s independent auditor for 2026?

Yes. Stockholders ratified the appointment of BPM LLP as Knightscope’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 10,811,595 votes for, 533,360 against, and 196,461 abstentions.

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Available on EDGAR 09/04/2026 - 05:00 PM Accepted by SEC EDGAR 09/04/2026 - 05:00 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 2, 2026

Knightscope, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41248

46-2482575

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

305 North Mathilda Avenue

Sunnyvale, California 94085

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (650) 924-1025

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share		KSCP		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the annual meeting of stockholders (the “Annual Meeting”) of Knightscope, Inc. (the “Company”) held on September 2, 2026, the Company’s stockholders approved the second amendment (the “Plan Amendment”) to the Knightscope, Inc. 2022 Equity Incentive Plan (the “2022 Plan”). The Plan Amendment increases by 10,000,000 the maximum number of shares of the Company’s Class A Common Stock authorized to be issued under the 2022 Plan. Further information regarding the Plan Amendment was provided in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on July 24, 2026 (the “Proxy Statement”).

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting held on September 2, 2026, holders of a total of 11,541,416 votes were present electronically or represented by proxy, representing approximately 50.71% of the votes that could be cast by the holders of the Company’s outstanding shares of stock as of the July 15, 2026 record date.

The following are the voting results for the proposals that were considered and voted upon at the Annual Meeting, all of which were described in the Proxy Statement.

Proposal 1 – Election of each of William Santana Li, William G. Billings, Robert A. Mocny, and Melvin W. Torrie to the Company’s Board of Directors (the “Board”) to serve until the 2027 annual meeting of stockholders and until their respective successors are elected and qualified.

985,569
Nominee	Votes FOR	Votes WITHHELD	Broker Non-Votes
William Santana Li	3,596,566	317,405	7,627,445
William G. Billings	3,588,957	325,014	7,627,445
Robert A. Mocny	3,616,948	297,023	7,627,445
Melvin W. Torrie	3,621,348	292,623	7,627,445

Proposal 2 – Ratification of the appointment of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

4
Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
10,811,595	533,360	196,461	0

Proposal 3 – Approval of the second amendment to the Company’s 2022 Equity Incentive Plan to increase the available number of shares of Class A Common Stock.

668,450
Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
3,033,726	798,194	82,051	7,627,445

Based on the foregoing votes, each director listed in Proposal 1 was elected and Proposals 2 and 3 were approved.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	KNIGHTSCOPE, INC.

Date: September 4, 2026	By:	/s/ William Santana Li
	Name:	William Santana Li
	Title:	Chairman, Chief Executive Officer and President

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Knightscope adds 10M shares to equity plan

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