U.S. Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to Rule 14a-12

INTELLINETICS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Intellinetics, Inc.

2190 Dividend Dr.

Columbus, Ohio 43228

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 25, 2026

To Our Stockholders:

Notice is hereby given that the 2026 Annual Meeting of Stockholders of Intellinetics, Inc., (the “Company” or “Intellinetics”) will be held at 2190 Dividend Drive, Columbus, Ohio 43228 on June 25, 2026, at 3:00 p.m., local time, for the following purposes:

	1	To elect five directors, each to hold office for a term of one year and until his or her successor is duly elected and qualified;

	2	To adopt and approve an amendment to the Intellinetics Inc. 2024 Equity Incentive Plan (the “2024 Plan”), including an increase in the total number of shares of our common stock authorized for issuance under the plan from 243,122 shares to a total of 917,157 shares (the “2024 Plan Amendment”);

	3	To adopt and approve an amendment to the Intellinetics, Inc. 2023 Non-Employee Director Compensation Plan (the “Director Plan”), including an increase in the total number of shares of our common stock authorized for issuance under the plan from 150,000 shares to a total of 302,863 shares (the “Director Plan Amendment”);

	4	To approve, by a non-binding advisory vote, the compensation of our named executive officers;

	5	To recommend, by a non-binding advisory vote, the frequency of future advisory votes on executive compensation;

	6	To ratify the appointment of GBQ Partners LLC (“GBQ”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

		To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements of the Annual Meeting.

These items of business are more fully described in the proxy statement accompanying this notice.

We have elected to provide access to our proxy materials primarily over the internet, pursuant to the Securities and Exchange Commission’s “Notice and Access” rules. We believe this process expedites stockholders’ receipt of proxy materials, while lowering the costs of our Annual Meeting and conserving natural resources. Beginning on or about May 15, 2026, we mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to each of our stockholders entitled to notice of, and to vote at, the Annual Meeting, which contains instructions for accessing the attached proxy statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and voting instructions. The Notice also includes instructions on how you can receive a paper copy of your proxy materials. This proxy statement and the Annual Report are both available online at: https://web.viewproxy.com/inlx/2026.

The Board of Directors has fixed the close of business on April 28, 2026 as the record date for determining the stockholders who are entitled to notice of and to vote at the Annual Meeting and at any adjournments or postponements of the Annual Meeting.

	By Order of the Board of Directors,

	/s/ Alison G. Forsythe
	President and Chief Executive Officer

Columbus, Ohio

April 30, 2026

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the Annual Meeting, you are urged to submit your proxy or voting instructions as soon as possible so that your shares can be voted at the Annual Meeting. You may vote your shares by Internet, phone or email or by completing, signing, dating and returning your proxy card.

For further instructions on how to vote your shares, please refer to the section entitled “Questions and Answers About the Annual Meeting” in the proxy statement and the instructions on the proxy card or voting instruction form.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 25, 2026:

The proxy statement and our 2025 Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available at https://web.viewproxy.com/inlx/2026 and also on our website at ir.intellinetics.com.

Stockholders requesting physical or email copies of the proxy materials and the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2025 should follow the instructions provided in the Notice. These materials will be furnished without charge to any stockholder requesting it.

PROXY STATEMENT

2026 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS

	Page

Questions and Answers About the Annual Meeting and Voting	1

Corporate Governance	7
Board Composition	7
Director Independence	7
Meetings of the Board of Directors	7
Executive Sessions	7
Director Attendance at Annual Meetings of Stockholders	7
Committees of the Board of Directors	7
Board Leadership Structure	11
Nominations of Directors	11
Role of the Board in Risk Oversight	13
Legal Proceedings	13
Insider Trading Prevention Policy; Hedging and Pledging Policy	14
Codes of Ethics	14
Compensation Committee Interlocks and Insider Participation	14
Access to Management and Outside Advisors	14
Communications with the Board of Directors	14

Proposal 1 – Election of Directors	15

Proposal 2 – Approval of the 2024 Plan Amendment to our 2024 Plan	17

Proposal 3 – Approval of the Director Plan Amendment to our Director Plan	25

Proposal 4 – Approval, on an Advisory Basis, of the Compensation for our Named Executive Officers	31

Proposal 5 – Vote, on an Advisory Basis, on the Frequency of Future Advisory Votes on Executive Compensation	32

Proposal 6 – Ratification of Appointment of Independent Registered Public Accounting Firm	34

Security Ownership of Certain Beneficial Owners and Management	36

Executive Compensation	37

Director Compensation	43

Certain Relationships and Related Transactions	43

Audit Committee Report	45

Incorporation by Reference	46

Section 16(a) Beneficial Ownership Reporting Compliance	46

Stockholder Proposals	47

Other Matters	47

Appendix A: 2024 Plan Amendment	A-1

Appendix B: Director Plan Amendment	B-1

Appendix C: Non-GAAP Financial Measures	C-1

Intellinetics, Inc.

2190 Dividend Dr.

Columbus, Ohio 43228

PROXY STATEMENT

For The

2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 25, 2026

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Why am I receiving these materials?

The Board of Directors (the “Board”) of Intellinetics, Inc. (“Intellinetics,” “Company,” “we,” “our” or “us”) is providing these proxy materials to you in connection with the Board’s solicitation of proxies for use at our 2026 Annual Meeting of Stockholders (the “Annual Meeting”), which will take place at 2190 Dividend Dr., Columbus, Ohio 43228 on June 25, 2026, at 3:00 PM, local time. As a stockholder of record as of the close of business on April 28, 2026, the record date for the Annual Meeting, you are invited to attend the Annual Meeting and are requested to vote on the proposals described in this proxy statement. We began mailing a Notice of Internet Availability of Proxy Materials on or about May 15, 2026.

What proxy materials are being sent?

As permitted by SEC rules, we are making our proxy materials available to stockholders online at https://web.viewproxy.com/inlx/2026. We began mailing a Notice of Internet Availability of Proxy Materials on or about May 15, 2026 to stockholders as of the record date for the Annual Meeting.

If you choose to receive future proxy materials electronically, you will receive an email next year with links to the proxy materials and proxy voting site.

SEC rules also permit companies and intermediaries, such as brokers, to satisfy Notice and proxy material delivery requirements for multiple stockholders with the same address by delivering a single Notice or set of proxy materials addressed to those stockholders. We follow this practice, known as “householding,” unless we have received contrary instructions from any stockholder at that address.

If you received more than one Notice or full set of proxy materials, then your shares are either registered in more than one name or are held in different accounts. Please vote the shares covered by each Notice or proxy card. To modify your instructions so that you receive one Notice or proxy card for each account or name, please contact your broker. Your “householding” election will continue until you are notified otherwise or until you revoke your consent.

To make a change regarding the form in which you receive proxy materials (electronically or in print), or to request receipt of a separate set of documents to a household, contact our Investor Relations Department (through our website at intellinetics.com/contact, by email at investors@intellinetics.com, by phone at (614) 921-8170 or by mail at 2190 Dividend Dr., Columbus, Ohio 43228).

What information is contained in this proxy statement?

The information included in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, our corporate governance, the compensation of our directors and of our executive officers, and certain other required information. Our 2025 Annual Report and a proxy card are also included with this proxy statement.

What proposals will stockholders vote on at the Annual Meeting?

Stockholders will vote on six proposals at the Annual Meeting:

●

the election of five directors, each to hold office for a term of one year (Proposal 1);

	●	the approval of the 2024 Plan Amendment to our 2024 Plan, including an increase in the number of shares of our common stock authorized for issuance under the plan from 243,122 shares to a total of 917,157 shares (Proposal 2);

	●	the approval of the Director Plan Amendment to our Director Plan, including an increase in the number of shares of our common stock authorized for issuance under the plan from 150,000 shares to a total of 302,863 shares (Proposal 3);

	●	a non-binding advisory vote on the compensation of our named executive officers (Proposal 4);

	●	a non-binding advisory vote on the frequency of future advisory votes on executive compensation (Proposal 5);

	●	the ratification of the Audit Committee’s appointment of GBQ as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 6).

We will also consider any other business that properly comes before the Annual Meeting, although as of the date of this proxy statement we are not aware of any other matters to be presented at the Annual Meeting other than as set forth in this proxy statement.

How does the Board of Directors recommend that I vote my shares?

Our Board of Directors recommends that you vote your shares:

	●	“FOR” the election as directors of the five nominees named in this proxy statement (Proposal 1);

	●	“FOR” the approval of the 2024 Plan Amendment to our 2024 Plan, including the increase in the number of shares of our common stock authorized for issuance under the plan from 243,122 shares to a total of 917,157 shares (Proposal 2);

	●	“FOR” the approval of the Director Plan Amendment to our Director Plan, including the increase in the number of shares of our common stock authorized for issuance under the plan from 150,000 shares to a total of 302,863 shares (Proposal 3);

	●	“FOR” the approval of the compensation of our named executive officers (Proposal 4);

	●	“THREE YEARS” as the frequency of future advisory votes on executive compensation (Proposal 5);

	●	“FOR” the ratification of the Audit Committee’s appointment of GBQ as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal 6).

Who is entitled to vote at the Annual Meeting?

Each holder of record of shares of our common stock as of the close of business on April 28, 2026, which is the record date for the Annual Meeting, is entitled to vote at the Annual Meeting. Each share of our common stock outstanding as of the close of business on the record date is entitled to one vote on each proposal presented at the Annual Meeting. You may vote all shares owned by you as of the record date, including shares that are held directly in your name as the stockholder of record, and shares that are held for you as the beneficial owner in street name through a brokerage firm, bank, trustee or other nominee. As of the close of business on the record date, 4,458,863 shares of common stock were outstanding and entitled to vote.

What is the difference between holding shares as a “stockholder of record” and as a beneficial owner in “street name”?

These terms describe how your shares are held. Several of our stockholders hold their shares beneficially through a brokerage firm, bank, trustee or other nominee rather than directly in their own name. As described below, there are some very important distinctions between shares held of record and those owned beneficially.

Shares held of record: If your shares are registered directly in your name with our transfer agent, Standard Registrar & Transfer Company, you are considered the “stockholder of record” of those shares, and these proxy materials are being sent directly to you by us. As a stockholder of record, you have the right to grant your voting proxy directly to us or to vote in person at the Annual Meeting. We have prepared a proxy card for you to use. You may also vote by Internet, phone, email, as described on the proxy card and as described below under the heading “How can I vote my shares without attending the Annual Meeting?”

Shares owned beneficially: If your shares are held in an account by a brokerage firm, bank, trustee or other nominee in its name as a custodian, then you are considered the beneficial owner of those shares, which are held in “street name,” and these proxy materials are being forwarded to you by your brokerage firm or other nominee, which is considered the stockholder of record of those shares. As the beneficial owner, you have the right to direct your brokerage firm or other nominee how to vote those shares, and you are also invited to attend the Annual Meeting. However, because you are not the stockholder of record of those shares, you may not vote those shares in person at the Annual Meeting unless you obtain a legal proxy from the brokerage firm or other nominee that holds your shares giving you the right to vote the shares at the Annual Meeting. Your brokerage firm or other nominee has enclosed or provided voting instructions for you to use in directing your brokerage firm or other nominee how to vote your shares. Many brokerage firms and banks, as well as some other nominees, also offer voting on the Internet or by telephone. Please refer to the voting instruction form you received from your brokerage firm or other nominee for instructions on the voting methods they offer.

Can I attend the Annual Meeting?

You are entitled and invited to attend the Annual Meeting only if you are a stockholder of record or a beneficial owner of shares held in street name as of the record date or hold a valid proxy for the Annual Meeting.

Can I vote my shares in person at the Annual Meeting?

If you are a stockholder of record as of the record date, you may vote your shares in person at the Annual Meeting. If you are a beneficial owner of shares held in street name as of the record date, you may vote your shares in person at the Annual Meeting only if you obtain a legal proxy from the brokerage firm or other nominee that holds your shares giving you the right to vote the shares at the Annual Meeting. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the Annual Meeting.

How can I vote my shares without attending the Annual Meeting?

Whether you hold shares directly as a stockholder of record or indirectly as a beneficial owner in street name, you may direct how your shares are voted without attending the Annual Meeting.

If you are a stockholder of record, you may vote your shares by submitting a proxy by one of the following methods:

By Internet : Stockholders of record may submit proxies through the Internet by following the instructions on their proxy cards until 11:59 p.m., Eastern Time, on June 24, 2026.

By Phone : Stockholders of record may submit proxies by phone by following the instructions on their proxy cards until 5:00 p.m., Eastern Time, on June 24, 2026.

By Email : Stockholders of record may submit proxies by email by following the instructions on their proxy cards until 11:59 p.m., Eastern Time, on June 24, 2026.

By Mail : Stockholders of record may submit proxies by completing, signing and dating their proxy cards and mailing them. Proxy cards submitted by mail must be received by the time of the Annual Meeting in order for your shares to be voted.

If you hold shares beneficially in street name, you may vote by submitting voting instructions to your brokerage firm or other nominee. Most stockholders who hold shares beneficially in street name may vote by Internet or by telephone by accessing the Internet website or by calling the number specified on the voting instruction cards provided by their brokerage firms or other nominees, or by mail by completing, signing and dating the voting instruction cards provided and mailing them in the accompanying pre-addressed envelope. Please refer to the voting instruction card provided by your brokerage firm or other nominee for details. Since a beneficial owner is not the stockholder of record, you will not be entitled to vote your shares in person at the Annual Meeting unless you obtain a legal proxy from the brokerage firm or other nominee that holds your shares giving you the right to vote the shares at the meeting.

Can I revoke my proxy and change my vote after I have voted?

You may revoke your proxy and change your vote at any time prior to the taking of the vote at the Annual Meeting.

If you are a stockholder of record, you may revoke your proxy and change your vote by taking any of the following actions before your shares are voted at the Annual Meeting:

	●	granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above under “How can I vote my shares without attending the Annual Meeting,” until the applicable deadline for each method;

	●	delivering a written notice of revocation to our Secretary at Intellinetics, Inc., 2190 Dividend Drive, Columbus, Ohio 43228; or

	●	attending the Annual Meeting and voting your shares in person, although your attendance at the Annual Meeting will not in and of itself constitute the revocation of your proxy.

For shares you hold beneficially in street name, you may change your vote by submitting new voting instructions to your brokerage firm or other nominee following the instructions they provided, or, if you have obtained a legal proxy from your brokerage firm or other nominee granting you the right to vote your shares, by attending the Annual Meeting and voting in person.

How will my shares be voted if I sign and return my proxy card or voting instruction form without specifying how they should be voted?

If you provide specific voting instructions with respect to any proposals, your shares will be voted as you specify on such proposals. If you are a stockholder of record and sign and return your proxy card without specifying how your shares are to be voted on some or all of the proposals, then your shares will be voted on those proposals as recommended by the Board of Directors. See “How does the Board of Directors recommend that I vote my shares?” above. If you are a beneficial owner of shares held in street name and either sign and return your voting instruction form without specifying how your shares are to be voted on some or all of the proposals or you do not sign and return a voting instruction form, then your brokerage firm or other nominee may generally vote your shares in its discretion on “routine” proposals but not on proposals that are not routine. See “How are broker non-votes and abstentions treated?” below.

What is the quorum requirement for the Annual Meeting?

The quorum requirement is the minimum number of shares that must be present at the Annual Meeting for us to hold the meeting and conduct business. For a quorum to exist, the holders of 35% of the shares of common stock outstanding as of the record date must be present in person or represented by proxy at the Annual Meeting. Both abstentions and broker non-votes, as discussed below, are counted as present for the purpose of determining the presence of a quorum.

How are broker non-votes and abstentions treated?

Generally, “broker non-votes” occur on a proposal when shares held of record by a brokerage firm or other nominee in street name for a beneficial owner are not voted on that proposal because the brokerage firm or other nominee has not received voting instructions from the beneficial owner and does not have discretionary authority to vote those shares on that proposal. A brokerage firm or other nominee is entitled to vote shares held for a beneficial owner on routine proposals without instructions from the beneficial owner of those shares. However, a brokerage firm or other nominee is not entitled to vote shares for a beneficial owner on non-routine proposals absent instructions from the beneficial owner of such shares. Broker non-votes are counted for purposes of determining whether a quorum exists, but are not counted for purposes of determining the number of shares represented and voted with respect to an individual proposal, and therefore will have no effect on the outcome of the vote on any proposal, assuming that a quorum is obtained.

We expect that Proposals 1 through 5- the election of directors, the amendment to our 2024 Plan, the amendment to our Director Plan, the advisory vote to approve the compensation of our named executive officers, and the advisory vote on the frequency of future stockholder advisory votes to approve executive compensation - will be treated as non-routine proposals. If you hold your shares in street name and do not instruct your brokerage firm or other nominee how to vote your shares with respect to these proposals, then your brokerage firm or other nominee will not be permitted to vote your shares on these proposals and your shares will be counted as broker non-votes on these proposals. The ratification of the appointment of our independent auditors (Proposal 6) will be treated as a routine proposal, so if you hold your shares in street name and do not instruct your brokerage firm or other nominee how to vote your shares with respect to that proposal, then your brokerage firm or other nominee will be permitted to vote your shares on that proposal.

Abstentions are deemed present at the Annual Meeting and are counted for purposes of determining whether a quorum exists, and thus will have the same effect as votes against an individual proposal, except in the election of directors.

More information about the effects of broker non-votes and abstentions on the three proposals to be voted on by our stockholders at the Annual Meeting is provided in “What vote is required to approve each Proposal?” below.

What vote is required to approve each Proposal?

On Proposal 1 – the election of five directors – the directors are to be elected by a plurality of the votes cast with respect to such director by the shares present, in person or by proxy, at the Annual Meeting and entitled to vote on Proposal 1. A “plurality of the votes cast” for purposes of the election of directors means that the five candidates receiving the highest number of votes cast shall be elected as the five directors. Abstentions and broker non-votes will have no effect on the outcome of the election of directors.

On Proposals 2 through 5 – the amendment to our 2024 Plan, the amendment to our Director Plan, the advisory vote to approve the compensation of our named executive officers, and the advisory vote on the frequency of future stockholder advisory votes to approve executive compensation – the affirmative vote of a majority of the shares present, in person or by proxy, at the Annual Meeting and entitled to vote is required to approve each proposal. Abstentions will have the same effect as votes against Proposals 2 through 5, while broker non-votes will have no effect on the outcome of Proposals 2 through 5.

On Proposal 6 – the ratification of the Audit Committee’s appointment of GBQ as our independent registered public accounting firm for the fiscal year ending December 31, 2026 – the affirmative vote of a majority of the shares present, in person or by proxy, at the Annual Meeting and entitled to vote on Proposal 6 is required to ratify the appointment of GBQ. Abstentions will have the same effect as votes against Proposal 6. As a routine proposal there will be no broker non-votes on Proposal 6.

Is cumulative voting permitted for the election of directors?

No, you may not cumulate your votes for the election of directors.

What happens if additional matters are presented at the Annual Meeting?

Other than the two proposals described in this proxy statement, as of the date of this proxy statement we are not aware of any other business to be acted upon at the Annual Meeting. If any additional matters are properly presented for a vote at the Annual Meeting, the persons appointed as proxies in the proxy card will have the discretionary authority to vote or act thereon in accordance with their best judgment.

Who will count the votes?

The Board will appoint an inspector of elections who is not an employee of the Company to count the votes for the Annual Meeting.

Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within our company or to third parties, except (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and the certification of the vote, and (3) to facilitate a successful proxy solicitation. Occasionally, stockholders provide on their proxy card written comments, which are then forwarded to our management and the Board of Directors.

What should I do if I receive more than one set of proxy materials?

You may receive more than one set of proxy materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in different names or are held in more than one account. Please vote all your shares by voting each proxy card and voting instruction card that you receive.

How can I access the proxy materials and annual report electronically?

This proxy statement and our 2025 Annual Report are available at https://web.viewproxy.com/inlx/2026 and also on our website at ir.intellinetics.com/sec-filings.

Where can I find the voting results for the Annual Meeting?

The preliminary voting results will be announced at the Annual Meeting. We will file a Current Report on Form 8-K with the Securities and Exchange Commission within four business days of the Annual Meeting announcing the final voting results.

If I vote against any Proposal, am I entitled to appraisal rights?

Under Nevada law, stockholders are not entitled to appraisal rights with respect to any of Proposals 1 through 6.

Who pays the costs of this proxy solicitation?

We will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes and proxies. If you choose to access these proxy materials and/or vote over the Internet, you are responsible for any Internet access charges you may incur.

In addition to the mailing of these proxy materials, we may also solicit proxies in person or by mail, telephone, facsimile, email or other means of communication by our directors, officers and employees, but we will not provide any additional or special compensation for such soliciting activities.

We will request that brokerage houses, banks, nominees, trustees and other custodians forward proxy solicitation materials for shares held of record by them to the beneficial owners of such shares, and, upon request, we will reimburse those custodians for their reasonable out-of-pocket expenses incurred in forwarding those materials.

In addition, we have engaged Alliance Advisors, a professional proxy solicitation firm, to assist us in the solicitation of proxies for an estimated fee of 7,500, plus customary costs and expenses for those services.

Corporate Governance

We believe that our corporate governance principles and practices provide an important framework to ensure that our company is managed on a sound basis for the long-term benefit of our stockholders. Our Board of Directors continues to develop its corporate governance policies and practices in light of current operations of the Company to meet laws and regulations, including the rules and regulations of the SEC, the corporate governance requirements of the NYSE American stock exchange, and best practices in corporate governance.

Board Composition

Our business and affairs are managed under the direction of our Board of Directors, currently consisting of five members. We believe that our corporate governance principles and practices provide an important framework to ensure that our company is managed on a sound basis for the long-term benefit of our stockholders. Our Board of Directors has developed its corporate governance policies and practices to meet laws and regulations, including the rules and regulations of the SEC, and best practices in corporate governance.

Director Independence

We are listed on NYSE American and use the definition of independence as set forth in the rules of the NYSE American stock exchange, which we sometimes refer to as our standards of director independence. Currently, the Board of Directors consists of five directors, of which independent directors constitute a majority.

The charters of our Audit Committee, Nominating and Corporate Governance Committee, and Compensation Committee all requires that all members of each committee be independent, unless otherwise permitted by the rules of the NYSE American stock exchange and the SEC. Currently, Michael Taglich, John Guttilla, Stanley Jaworski, Jr., and Paul Seid serve as our independent directors.

Meetings of the Board of Directors

Our Board of Directors, which currently consists of five directors, meets regularly throughout the year and holds special meetings whenever circumstances require. The Board of Directors held a total of 7 meetings during 2025. During 2025, each director attended at least 82% of the total number of meetings of the Board and of the committees of the Board on which such director served, and our directors in the aggregate attended 95% of the total number of meetings of the Board and committees on which they served.

Executive Sessions

Executive sessions of independent directors, without any management director or other members of management being present, are held at the request of the independent directors as they deem necessary or appropriate. The sessions may be held in conjunction with a Board committee meeting at which no management director is present. Any independent director can request that additional executive sessions be scheduled.

Director Attendance at Annual Meetings of Stockholders

The Board of Directors expects all directors to attend each Annual Meeting of Stockholders, either in person or telephonically, except where the failure to attend is due to unavoidable or unforeseeable circumstances. Last year, one of our directors attended the Annual Meeting of Stockholders, telephonically.

Committees of the Board of Directors

Our Board of Directors has established a standing Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. The membership of each committee and its functions, duties and responsibilities are discussed below. Each committee operates under a written charter that has been adopted by our Board. Each member of each of these Board committees is an independent director, except as permitted by the rules of the NYSE American stock exchange.

Audit Committee

Our Board of Directors has established an Audit Committee in accordance with Section 3(a)(58)(A) of the Exchange Act. In 2025, the Audit Committee consisted of John Guttilla (Chairman), Roger Kahn, Paul Seid, and Stanley P. Jaworski, Jr. Mr. Kahn served on the Audit Committee until his resignation from the Board on February 18, 2025, and Mr. Jaworski was appointed to the Audit Committee in April of 2025. The Board of Directors has determined that all members are independent under our standards of director independence. The Board of Directors has determined that each member of the Audit Committee is financially literate and that John Guttilla qualifies as an “audit committee financial expert,” as that term is defined in Item 407(d) of Regulation S-K under the Exchange Act. The Audit Committee met four times during 2025.

The primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight and monitoring responsibilities relating to:

	●	the quality and integrity of our financial statements;

	●	our system of internal control over financial reporting and disclosure controls and procedures;

	●	the quality and integrity of our auditing, accounting and financial reporting processes generally;

	●	the audits of our annual financial statements and the appointment, compensation, qualifications, independence and performance of our independent registered public accounting firm;

	●	the design and implementation of the internal audit function; and

	●	our compliance with legal and regulatory requirements.

The Audit Committee’s duties and responsibilities include:

	●	reviewing and discussing with management and our independent registered public accounting firm our annual audited and quarterly unaudited consolidated financial statements;

	●	determining whether to recommend to the Board of Directors that our annual consolidated financial statements be included in our Annual Report on Form 10-K;

	●	reviewing with management any earnings announcements or guidance forecasts and other announcements regarding our historical or projected results of operations;

	●	selecting, appointing and, when appropriate, terminating our independent registered public accounting firm;

	●	reviewing and pre-approving the nature, scope and fee arrangements of the annual audit and non-audit services of our independent registered public accounting firm;

	●	reviewing the qualifications, performance and independence of our independent registered public accounting firm;

	●	reviewing the scope and the results of the annual audit of our consolidated financial statements by our independent registered public accounting firm;

	●	reviewing and discussing with management and our independent registered public accounting firm our accounting and financial reporting practices and procedures and the design, implementation, adequacy and effectiveness of our system of internal controls;

	●	preparing the annual Audit Committee report required by the rules of the SEC to be included in our proxy statement for our annual meetings of stockholders;

	●	reviewing any transaction that involves a potential conflict of interest or a related person;

	●	adopting and overseeing procedures for the receipt, retention and treatment of employee concerns and complaints regarding accounting, internal controls or auditing matters; and

	●	providing other assistance to the Board of Directors, as requested, with respect to our financial, accounting and reporting practices.

The Audit Committee performs its functions and responsibilities under a written charter adopted by the Board of Directors. A current copy of the Audit Committee Charter is available at ir.intellinetics.com/corporate-governance.

Compensation Committee

Our Board of Directors has established a Compensation Committee. In 2025, the members of the Compensation Committee were Stanley P. Jaworski, Jr. (Chairman), John Guttilla, and Michael Taglich. The Board of Directors has determined that all members of the Compensation Committee are independent under our standards of director independence as of 2026. In addition, each member of the Compensation Committee meets the definition of a “non-employee director” under Section 16b-3 of the Exchange Act as of 2026. As a smaller reporting company, the Company previously relied on an exception to NYSE American stock exchange independence rules, which allowed Michael Taglich to be a member of the Compensation Committee. Due to compensation paid by the Company to Taglich Brothers, Inc., in 2022, Mr. Taglich was not previously independent, but he now meets our standards of independence in 2026. The Compensation Committee met four times during 2025 and also took action by unanimous written consent.

The primary purposes of the Compensation Committee are to review and approve the compensation of our executive officers and to oversee our compensation plans and policies generally. The Compensation Committee’s duties and responsibilities include:

	●	establishing, reviewing and approving our general compensation philosophy and strategy;

	●	reviewing and approving corporate goals and objectives relevant to the compensation of our executive officers, and evaluating their performance in light of those corporate goals and objectives, and determining and approving their compensation based on that evaluation;

	●	overseeing, evaluating and, as directed by the Board, administering and recommending changes to our incentive compensation plans and programs;

	●	approving employment agreements, severance agreements, change in control agreements and other compensation agreements and arrangements for our executive officers;

	●	reviewing and approving the compensation of directors;

	●	evaluating and assessing any risks and excessive risk-taking activities encouraged by our compensation programs and policies;

	●	reviewing the results of the advisory vote by stockholders on the compensation of our named executive officers;

	●	reviewing, modifying and making recommendations with respect to, and monitoring compliance with, our stock ownership guidelines; and

	●	preparing the annual Compensation Committee report required by the rules of the SEC to be included in our proxy statement for our annual meeting of stockholders.

The Compensation Committee does not generally exercise its power to delegate its authority to subcommittees and officers. The Compensation Committee has the authority under its charter to retain, approve fees for, and terminate independent experts, consultants, and advisors as it deems necessary to assist in the fulfillment of its responsibilities. To date, the Compensation Committee has not engaged an independent compensation consultant.

While the Compensation Committee gives significant weight to the recommendations of our Chief Executive Officer, the Compensation Committee is responsible for making the final decisions on executive compensation matters and exercises its discretion and authority in approving, modifying or rejecting these recommendations.

The Compensation Committee performs its functions and responsibilities under a written charter adopted by the Board of Directors. A current copy of the Compensation Committee Charter is available at ir.intellinetics.com/corporate-governance.

Nominating and Corporate Governance Committee

Our Board of Directors has established a Nominating and Corporate Governance Committee. In 2025, the members of the Nominating and Corporate Governance Committee were Roger Kahn (Chairman) and Stanley Jaworski, Jr. Mr. Kahn resigned from the board on February 18, 2025, Mr. Taglich was appointed to the committee on March 4, 2025, and John Guttilla was appointed to the committee on April 28, 2025. The Board of Directors has determined that all members of the Nominating and Corporate Governance Committee are independent under our standards of director independence as of 2026. As a smaller reporting company, the Company previously relied on an exception to NYSE American stock exchange independence rules, which allowed Michael Taglich to be a member of the Nominating and Corporate Governance Committee. Due to compensation paid by the Company to Taglich Brothers, Inc., in 2022, Mr. Taglich was not previously independent, but he now meets our standards of independence in 2026. The Nominating and Corporate Governance Committee met once during 2025 and also took action by unanimous written consent.

The primary purposes of the Nominating and Corporate Governance Committee are to:

	●	identify and recommend individuals qualified to become members of the Board of Directors and its committees;

	●	determine the Board’s size, composition, procedures, governance and committees;

	●	develop, review and assess, our corporate governance principles and policies;

	●	develop qualification criteria for Board membership;

	●	review and recommend independence determinations with respect to the directors;

	●	recommend Board committee assignments;

	●	oversee our Board’s performance and self-evaluation process;

	●	oversee risks and exposures associated with director nominations and qualifications, corporate governance and overall Board effectiveness; and

	●	review governance-related stockholder proposals and recommend Board responses.

The Nominating and Corporate Governance Committee performs its functions and responsibilities under a written charter adopted by the Board of Directors. A current copy of the Nominating and Corporate Governance Committee Charter is available at ir.intellinetics.com/corporate-governance.

Board Leadership Structure

Our Board of Directors has determined that at the present time it is in the best interests of our company and our stockholders to separate the roles and offices of the Chairman of the Board from the Chief Executive Officer in recognition of the differences between their roles, thereby allowing our Chief Executive Officer to focus on the day-to-day running of our company. The Board determined that this structure is optimal for us under our current circumstances because it allows our Chief Executive Officer to devote his or her full attention and energy to setting and executing the strategic plan for our company and to providing day-to-day management and leadership of our company and our business and affairs, while allowing our Chairman to lead and direct Board meetings and to facilitate other Board activities and the flow of information between management and directors. Over the two most recently completed fiscal years, the Chairman of the Board was William Cooke, until his resignation and retirement in June of 2024, at which time, Michael Taglich was appointed as Chairman. James F. DeSocio was our Chief Executive Officer until his retirement and the appointment of Alison G. Forsythe in February of 2026. We believe that this leadership structure enhances the accountability of the Chief Executive Officer to the Board, strengthens the Board’s independence from management and provides the appropriate leadership to help ensure effective risk oversight by the Board.

The offices of Chairman of the Board and Chief Executive Officer have been held by separate persons since 2012. However, the Board of Directors recognizes that circumstances may change over time. Accordingly, the Board of Directors has not adopted a formal policy requiring us to separate the roles of Chairman of the Board and Chief Executive Officer but rather believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman of the Board and the Chief Executive Officer from time to time in a manner that is in the best interests of our company and our stockholders based upon then prevailing circumstances. We believe our current leadership structure is serving the best interests of our company and our stockholders.

Nominations of Directors

Identifying and Evaluating Nominees for Director

The Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating nominees for director. The Nominating and Corporate Governance Committee assesses the appropriate size and composition of the Board of Directors, the needs and the respective committees of the Board, and the qualifications of candidates in light of those needs.

In selecting candidates for nomination at an annual meeting of stockholders, the Nominating and Corporate Governance Committee begins by determining whether the incumbent directors whose terms expire at that meeting desire and are qualified to continue their service on the Board of Directors. The Nominating and Corporate Governance Committee believes that the continuing service of qualified incumbents promotes stability and continuity in the boardroom, giving us the benefit of the familiarity and insight into our affairs that our directors have accumulated during their tenure, while contributing to the Board’s ability to work as a collective body. Accordingly, it is the policy of the Nominating and Corporate Governance Committee, absent special circumstances, to nominate qualified incumbent directors who continue to satisfy the criteria for membership on the Board, and who the Nominating and Corporate Governance Committee believes will continue to make important contributions to the Board.

If there are Board positions for which the Nominating and Corporate Governance Committee will not be re-nominating a qualified incumbent, the Nominating and Corporate Governance Committee will consider recommendations for director nominees from a wide variety of sources, including Board members, management, business contacts, stockholders and other appropriate sources. In evaluating such recommendations, the Nominating and Corporate Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board of Directors and to address the criteria for membership set forth below under “Qualifications of Nominees for Director.”

Qualifications of Nominees for Director

The Nominating and Corporate Governance Committee is responsible for reviewing the requisite qualifications and skills of director candidates in the context of the current composition of the Board, our operating requirements and the long-term interests of our stockholders. While the Nominating and Corporate Governance Committee has not established specific requirements or policies regarding age, education, years of experience, diversity or specific types of skills for potential candidates, it analyzes certain criteria and qualifications that candidates for membership on the Board of Directors should possess. No particular criterion is necessarily applicable to all prospective nominees. Except in limited and exceptional circumstances, each candidate to serve on the Board of Directors should have the following qualifications:

	●	A reputation for high personal and professional integrity, strong moral character and adherence to our high ethical standards and values.

	●	The absence of any conflict of interest (whether due to a business or personal relationship) or legal impediment to, or restriction on, the candidate serving as a director, and no other interests that would materially impair the candidate’s ability to (i) exercise independent judgment, or (ii) otherwise discharge the fiduciary duties owed as a director to us and our stockholders.

	●	Holds or has held a recognized position of leadership in the candidate’s community or the candidate’s field of endeavor, and has demonstrated high levels of achievement in the candidate’s community or field.

	●	Business acumen and experience, inquisitiveness, strong analytical skills and the ability to exercise sound business judgment and common sense in matters that relate to our current and long-term objectives.

	●	A general level of expertise and experience in our business areas.

	●	The ability to read and understand basic financial statements and other financial information pertaining to us.

	●	A commitment to understanding our company and our business, industry and strategic objectives.

	●	The availability and a commitment to devote adequate time to the Board and its committees and the ability to generally fulfill all responsibilities as a member of our Board of Directors, including to regularly attend and participate in meetings of the Board, Board committees and stockholders, in light of the number of other company boards on which the candidate serves and the candidate’s other personal and professional commitments.

	●	The willingness and ability to represent fairly and to act in the interests of all of our stockholders rather than the interests of any particular stockholder, special interest group or other constituency.

	●	For prospective non-employee directors, independence under SEC rules and regulations.

	●	The willingness to accept the nomination to serve as a member of our Board of Directors.

	●	Whether the prospective nominee will foster a diversity of skills, experiences and backgrounds on the Board.

	●	Whether the prospective nominee possesses the requisite education, training and experience to qualify as “financially literate” or as an “audit committee financial expert” under applicable SEC rules.

	●	For incumbent directors standing for re-election, the incumbent director’s performance during his term, including the number of meetings attended, the level of participation, and overall contribution to the Board.

	●	The composition of the Board and whether the prospective nominee will add to or complement the Board’s existing strengths.

From time to time the Nominating and Corporate Governance Committee may identify certain other skills or attributes as being particularly desirable to help meet specific Board needs that have arisen. While our Board has not adopted a specific or formal policy on diversity with respect to directors, they share a commitment to an inclusive culture, endorse equal opportunity principles and practices and seek nominees with a broad diversity of experience, professions, skills, geographic representation and backgrounds. We believe that the backgrounds and qualifications of the members of the Board, considered as a group, should provide a broad mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. The Board is committed to nondiscrimination on the basis of gender, race, religion, national origin, sexual orientation, disability or any other basis proscribed by law in selecting nominees.

Recommendations and Nominations by Stockholders

The policy of the Nominating and Corporate Governance Committee is to consider properly submitted written nominations from stockholders for nominees for director. In general, persons properly recommended by stockholders as nominees for director are evaluated on the same basis as candidates recommended by other sources. Any stockholder recommendations for consideration by the Nominating and Corporate Governance Committee should include the candidate’s name, biographical information, information regarding any relationships between the candidate and us, personal references, a statement of recommendation of the candidate from the stockholder, a description of the shares beneficially owned by the stockholder, a description of all arrangements between the candidate and the recommending stockholder and any other person pursuant to which the candidate is being recommended, a written indication of the candidate’s willingness to serve on the board and a written indication to provide such other information as the Nominating and Corporate Governance Committee may reasonably request.

Nominations by stockholders for director candidates must be addressed to:

Intellinetics, Inc.

2190 Dividend Dr.

Columbus, Ohio 43228

Attention: Chief Financial Officer

Role of the Board in Risk Oversight

Risk is inherent in every business. We face a number of risks, including operational, financial, legal, regulatory, safety, strategic and reputational risks. While management is responsible for the day-to-day management of the risks we face, the role of our Board is to engage in the oversight of risk management and encourage management to promote a culture that actively manages risks as a part of our corporate strategy and operations. The Board’s role in the risk oversight process includes regular communication with members of senior management on areas of material risk to us, which enables the Board to understand our risk identification, assessment and management and our risk mitigation strategies. There is not a separate Risk Committee.

Each Board committee considers risk within its areas of responsibility and keeps the Board regularly informed through committee reports about such risks. The Audit Committee assists the Board with respect to risk management primarily in the areas of accounting, financial reporting, internal controls and compliance with legal and regulatory requirements. The Compensation Committee assists the Board primarily with respect to the management of risks related to our compensation programs, policies and practices. The Nominating and Corporate Governance Committee assists the Board primarily with respect to the management of risks associated with Board organization, membership and structure and with corporate governance. This allocation of risk oversight responsibilities enables the Board of Directors and its committees to coordinate the risk oversight role. The full Board considers our risk profile and focuses on the most significant risk factors facing us with the goal of ensuring that all material risks are identified and appropriate risk mitigation measures are implemented.

We believe that the Board’s leadership structure, as discussed above, is consistent with the roles of the Board and the Board committees in risk oversight. The Board has found that its current structure, with the separation of the roles of the Chairman of the Board and the Chief Executive Officer, supports the Board’s risk oversight activities, because the Chief Executive Officer and other members of senior management have responsibility for the management of risk and our Board, led by our Chairman, provides oversight of that risk management, and because various aspects of risk oversight are allocated among the committees of the Board within their areas of responsibility.

Legal Proceedings

We are not aware of any material proceedings in which any of our directors, executive officers or affiliates, any owner of record or beneficial owner of more than 5% of our common stock, or any associate of any such director, officer, affiliate or security holder is a party adverse to us or any of our subsidiaries or has a material interest adverse to us.

Insider Trading Prevention Policy; Hedging and Pledging Policy

We have adopted an insider trading prevention policy governing the purchase, sale and other dispositions of our securities that applies to each of our directors, officers, employees, consultants and their immediate family members. We believe the insider trading prevention policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NYSE American listing standards. A copy of our insider trading prevention policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2025. It is also our policy that we do not engage in transactions in Company securities while in possession of material nonpublic information concerning the Company or our securities.

As part of our insider trading prevention policy, our directors and executive officers are prohibited from engaging in any hedging or monetization transactions of our company securities, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. In addition, our insider trading prevention policy generally prohibits our directors and executive officers from holding company securities in a margin account or pledging company securities as collateral for a loan.

Codes of Ethics

We have adopted a Code of Ethics and Conduct, designed to encourage our directors, officers and employees to act with the highest level of integrity. This code is available on the Investor Relations section of our website at ir.intellinetics.com/corporate-governance.

The Intellinetics, Inc. Code of Ethics and Conduct is a code of conduct that applies to all of our directors, officers and employees. Under the Code of Ethics and Conduct, each officer, director and employee is required to maintain a commitment to high standards of business conduct and ethics. The Code of Ethics and Conduct covers many areas of professional conduct, including conflicts of interest, protection of confidential information, and strict adherence to laws and regulations applicable to the conduct of our business. Directors, officers and employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Ethics and Conduct.

If we make any amendment to, or grant any waiver from a provision of, our code of conduct with respect to any director, executive officer or senior financial officer, we will disclose the nature of such amendment or waiver on our website, in a Current Report on Form 8-K or both.

Compensation Committee Interlocks and Insider Participation

All members of the Compensation Committee are independent directors. No member of the Compensation Committee is or has ever been an officer or employee of us or of any of our subsidiaries. None of our executive officers serves as a member of the board of directors or of the compensation committee of any other entity that has one or more executive officers serving as a member of our Board of Directors or of our Compensation Committee.

Access to Management and Outside Advisors

Our directors have full and unrestricted access to our management and employees. Our Board of Directors and its committees have the right to retain outside advisors and consultants of their choosing at our expense, without the consent or approval of management.

Communications with the Board of Directors

While the Board believes that management speaks for our company, any stockholder who wishes to communicate directly with the Board of Directors, any committee of the Board or any individual director may do so by directing a written request addressed to such director or directors as follows:

Intellinetics, Inc.

2190 Dividend Dr.

Columbus, OH 43228

Attention: Chief Financial Officer

Communications directed to members of the Board will be forwarded to the intended Board members, unless such communications are deemed advertisements or promotional, clearly unrelated to our business or to Board or committee matters, or unduly hostile, threatening, illegal or otherwise unnecessary or inappropriate to forward.

PROPOSAL 1

ELECTION OF DIRECTORS

The Board of Directors currently consists of five members. Under our Articles of Incorporation and Bylaws, the members of the Board must be re-elected each year at the Annual Meeting of the Stockholders. Each director serves in office until the expiration of his term and until his successor is duly elected and qualified. The terms of all five directors expire at the Annual Meeting: Michael Taglich, John Guttilla, Stanley P. Jaworski, Jr., Paul Seid, and Russell Bernier.

The Board of Directors has unanimously nominated Michael Taglich, John Guttilla, Stanley P. Jaworski, Jr., Paul Seid, and Russell Bernier to be re-elected as directors at the Annual Meeting, to serve as directors for a term of one year.

Michael Taglich, John Guttilla, Stanley P. Jaworski, Jr., Paul Seid, and Russell Bernier have each agreed to serve as a director if elected by the stockholders at the Annual Meeting. The Board of Directors has no reason to believe that any of the nominees will be unable to serve. However, if any nominee should become unexpectedly unable to serve as a director, then the persons appointed as proxies in the accompanying proxy card intend to vote for such other nominee as the Board of Directors may designate unless the size of the Board is reduced by the Board of Directors.

Set forth below is information as of the date of this proxy statement about the nominees. In addition to the information presented below regarding the specific experience, qualifications, attributes and skills of each nominee that led our Board of Directors to conclude that such person should serve as a director, we also believe that each nominee has demonstrated a high level of leadership experience, business acumen, integrity and honesty, and an ability to exercise sound judgment and deal with complex problems, as well as a commitment of service to our company and our Board. Our Board of Directors believes that these skills and qualifications, combined with the diverse backgrounds, experience, expertise and perspectives of our directors, contribute to robust and productive discussions in the boardroom and the ability of the Board to work in a positive and collegial fashion that benefits our company and our stockholders by creating a strong and effective Board of Directors. The Board considers the composition of the Board in light of our evolving business requirements and its assessment of the Board’s performance to ensure that the Board has the appropriate mix of skills and experiences needed for the broad set of challenges that it confronts and the responsibilities it has. Based on all of these qualifications, the Board of Directors believes that each nominee has the appropriate set of skills and qualifications to serve as members of the Board and to benefit our company and our stockholders as Board members.

Nominees

Michael Taglich, 60. Mr. Taglich was appointed as a member of our board of directors on November 2, 2023. Mr. Taglich has been the President of Taglich Brothers, Inc., since its founding in 1992. Taglich Brothers is a New York-based full-service securities brokerage firm specializing in the micro-cap segment of the public securities markets. He is currently on the Board of Air Industries Group Inc., a publicly-traded aerospace and defense company (NYSE: AIRI). He also serves on the board of a number of private companies. Within the past five years, Mr. Taglich has also served on the boards of Decision Point Systems Inc. (NYSE MKT: DPSI) and Bridgeline Digital Inc. (Nasdaq: BLIN). Mr. Taglich received a Bachelor’s Degree in Business Administration from New York University. We believe Mr. Taglich is well qualified to serve on our Board due to his extensive professional experience which spans various aspects of senior management, including finance, operations and strategic planning, and his experience serving on the board of directors for other public companies.

John Guttilla, 69, was elected to our board on November 10, 2022. Mr. Guttilla is a Managing Director and shareholder of CBIZ CPA’s LLC. He serves as Financial Services Partner in CBIZ’s Saddle Brook, NJ office. CBIZ acquired Mr. Guttilla’s previous accounting firm, Marcum LLP, in November of 2024, in which Mr. Guttilla was a partner. Mr. Guttilla has more than 40 years of experience in both tax consulting and auditing for both public and private companies and his industry experience includes brokerage, private equity, foreign exchange trading, manufacturing, printing, hospitality, consumer products, real estate and professional services. He has also served as a Director and Audit Committee Chairman for two public companies, DecisionPoint Systems, Inc. (NYSE MKT: DPSI), and Orchids Paper Products (NYSE: TIS). Mr. Guttilla is a certified public accountant and holds a B.S. degree in Accounting from Fordham University and a Master’s in Taxation from St. John’s University. We believe Mr. Guttilla is qualified to serve on the Board due to his accounting background and experience as a director of the board for other public companies.

Stanley P. Jaworski, Jr., 76. Mr. Jaworski was named to the Intellinetics Board on June 22, 2023 and is a 40-year veteran of the technology industry. Mr. Jaworski previously served as Chairman of the Board at DecisionPoint Systems, Inc. (NYSE MKT: DPSI), an Enterprise Mobility solutions integrator, from 2016 until 2024 when the company was acquired. Previously, Mr. Jaworski spent a combined twenty-five years with Motorola Solutions (NYSE:MSI) and Symbol Technologies providing mobility solutions to various vertical markets such as Retail, Healthcare, Transportation/Logistics and Distribution. At Motorola Solutions, Mr. Jaworski was Vice President, Americas Marketing and at Symbol he spent nearly two decades taking on roles of increasing responsibility in marketing, channels and field operations. During that time, he served as Vice President, Worldwide Channels and Alliances and Vice President, Worldwide Corporate Marketing. Additionally, Mr. Jaworski was VP, Global Marketing at the Comodo Group, Chief Marketing Officer for VBrick Systems, Inc. and Vice President of Worldwide Channel Marketing for NetApp, Inc. He started his business career at AMF, Inc. serving in business development and product marketing roles. He received his undergraduate degree from The State University of New York and an MBA from Long Island University. We believe Mr. Jaworski is well qualified to serve on our Board due to his experience as a board chair and in executive leadership positions in the data storage and data management industries.

Paul A. Seid, 78. Starting in 2013, Mr. Seid has served as Chief Executive Officer of RST Automation, a maker of hospital robotic devices which was established 2004. For the past eighteen years he has been President of Strategic Data Marketing, a research and data collection company. For over fifty years, he has founded, bought and/or sold over twenty companies in Asia, Europe, North, and South America. Mr. Seid graduated from Queen’s College, a division of the City University of New York, in 1968 with a Bachelor’s degree in Political Science. Since 2010, Mr. Seid has served on the board of directors of BioVentrix, a privately held medical device company, and since 2014, he has served on the board of directors of BGSF Inc. (NYSE:BGSF), a workforce solutions company. Mr. Seid has held numerous other board of directors and consulting positions. We believe that Mr. Seid should serve as a member of the Board due to his extensive experience growing diverse businesses and skill sets in management, operations, and financial planning.

Russell Bernier, 60. With over 35 years of experience in the financial industry, Mr. Bernier has developed a distinguished career. For the past 20 years, he has served as Vice President of Institutional Sales at Taglich Brothers, Inc. Previously, he worked as a Financial Advisor at JP Morgan Chase’s Small Business Unit, offering expert advice on investments and asset allocation to a diverse range of clients. His portfolio included not only small business clients but also high-profile figures, such as Council Generals and Ambassadors from multiple countries, as his territory spanned the United Nations. Mr. Bernier holds Series 7, 63, 24, and 65 licenses and earned his degree in Electrical Engineering from Farmingdale State College. We believe Mr. Bernier is qualified to serve on the Board due to his background and experience in financial planning and financial markets.

Vote Required

Our Bylaws require that each director be elected by a plurality of the votes cast by the holders of the shares of our common stock present, in person or by proxy, and entitled to vote at the Annual Meeting with respect to the directors. A “plurality of the votes cast” means that the five candidates receiving the highest number of votes cast shall be elected as the five directors.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT

STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE FIVE NOMINEES:

MICHAEL TAGLICH, JOHN GUTTILLA, sTANLEY P. JAWORSKI JR.,

PAUL A. SEID, AND russell bernier

Proxy cards properly signed and timely returned to us will be so voted,

unless contrary instructions are specified.

PROPOSAL 2

APPROVAL OF THE AMENDMENT TO OUR 2024 PLAN

We are asking our stockholders to adopt and approve the 2024 Plan Amendment to the 2024 Plan in order to:

	●	increase the number of shares of common stock that we may issue under the 2024 Plan from 243,122 shares to a total of 917,157 shares; and

	●	increase the total number of shares of common stock for which Incentive Stock Options may be granted by 243,122 shares to a total of 917,157.

The Board of Directors believes that amending the 2024 Plan is in the best interests of our company and our stockholders, because of the importance of being able to continue to grant appropriate equity awards as a valuable tool to help attract, retain, motivate and reward our directors, officers, employees and other representatives. Accordingly, the Board of Directors, upon the recommendation of the Compensation Committee, has unanimously approved, and recommends that our stockholders adopt and approve, the proposed amendment to the 2024 Plan.

Background

The 2024 Plan was adopted by our Board of Directors in April 2024, upon the recommendation of the Compensation Committee, and was approved by our stockholders on June 20, 2024. The 2024 Plan authorizes the Board of Directors, which has delegated its authority under the 2024 Plan to the Compensation Committee, to grant non-qualified stock options (“NQSOs”), incentive stock options (“ISOs”), stock appreciation rights (“SARs”), restricted stock awards, performance awards, and other stock-based awards to officers, directors, employees, consultants and advisors of the Company. The 2024 Plan is the Company’s only active plan for providing equity incentives to such persons, other than the Director Plan discussed in Proposal 3.

The Board of Directors and the Compensation Committee strongly believe that the 2024 Plan is a critical component of our overall compensation program and essential to our continued success. The purpose of the 2015 Plan is to assist us to successfully attract, retain, reward and motivate the best available officers, directors, employees, advisors and consultants by providing them with an equity interest in our company in order to align their interests with the interests of our stockholders and to provide such persons with incentives to pursue the long-term growth, profitability and financial success of our company and to increase stockholder value. The 2024 Plan is also designed to allow us to take a full federal income tax deduction for the compensation paid to our executive officers in connection with certain awards granted under the 2024 Plan.

As currently in effect, a total of 243,122 shares of our common stock were reserved for issuance under the 2024 Plan. As of April 27, 2026, under the current share counting formula, 25,965 shares of our common stock remain available for issuance under the 2024 Plan, not including any shares that might in the future be returned to the 2024 Plan as a result of awards expiring, being forfeited or otherwise terminating. As of the date of this proxy statement, all awards under the 2024 Plan have been grants of either restricted stock awards or restricted stock units.

On April 27, 2026, the last reported sale price of our common stock as reported on NYSE American was $7.00 per share.

Proposed 2024 Plan Amendment

On April 30, 2026, upon the recommendation of the Compensation Committee, the Board of Dire

SEC Form DEF 14A filed by Intellinetics Inc.