Blackboxstocks Sets Feb 2, 2026 Virtual Annual Meeting for Director Elections

Ticker: ALOY · Form: DEF 14A · Filed: Dec 16, 2025 · CIK: 1567900

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Corporate Governance, Director Election, Auditor Ratification, Virtual Meeting, Shareholder Vote

Related Tickers: ALOY

TL;DR

**ALOY's upcoming virtual annual meeting is a routine governance check, but the Series A Preferred's 100x voting power means retail investors have minimal sway.**

AI Summary

BLACKBOXSTOCKS INC. (ALOY) is holding its 2025 Annual Meeting of Stockholders virtually on February 2, 2026, at 10:00 a.m. Central Time. Stockholders of record as of December 10, 2025, are eligible to vote. The primary matters for consideration are the election of five directors to serve one-year terms and the ratification of Victor Mokuolu CPA PLLC as the independent registered public accounting firm for the fiscal year ending December 31, 2025. As of the record date, there were 4,304,593 shares of Common Stock outstanding, each with one vote, and 3,269,998 shares of Series A Preferred Stock outstanding, each with 100 votes, totaling 331,304,393 aggregate votes. The Board recommends voting 'FOR' all director nominees and the auditor ratification. The company emphasizes virtual attendance and proxy voting options, with a deadline of February 1, 2026, at 5:00 p.m. Central Time for proxy submissions.

Why It Matters

This DEF 14A filing outlines the critical governance decisions for BLACKBOXSTOCKS INC., directly impacting investor confidence through the election of its five-member Board of Directors and the ratification of its auditor, Victor Mokuolu CPA PLLC. For investors, these votes determine the leadership and financial oversight responsible for the company's strategic direction and financial integrity. Employees and customers are indirectly affected by stable governance, which can foster a more consistent business environment. In a competitive market, strong governance is crucial for maintaining trust and attracting capital, especially for a company like ALOY with a significant proportion of voting power concentrated in Series A Preferred Stock.

Risk Assessment

Risk Level: low — The filing is a standard DEF 14A proxy statement, primarily detailing procedural information for the upcoming annual meeting. It does not disclose new financial risks, operational challenges, or significant strategic shifts. The main 'risk' is the procedural aspect of ensuring votes are cast correctly by the February 1, 2026 deadline.

Analyst Insight

Investors should review the proxy materials, particularly the Annual Report on Form 10-K for fiscal year ended December 31, 2024, to understand the company's performance and the qualifications of the director nominees. Cast your vote by proxy before February 1, 2026, at 5:00 p.m. Central Time, or attend the virtual meeting on February 2, 2026, to ensure your shares are represented.

Key Numbers

Key Players & Entities

FAQ

When is the BLACKBOXSTOCKS INC. (ALOY) 2025 Annual Meeting of Stockholders?

The BLACKBOXSTOCKS INC. 2025 Annual Meeting of Stockholders will be held on Monday, February 2, 2026, at 10:00 a.m. Central Time. It will be a virtual meeting, requiring advance registration by February 1, 2026, at 5:00 p.m. Central Time.

What are the main proposals to be voted on at the ALOY Annual Meeting?

Stockholders will vote on two main proposals: the election of five directors to the Company's Board of Directors, each for a one-year term, and the ratification of Victor Mokuolu CPA PLLC as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

Who is eligible to vote at the BLACKBOXSTOCKS Annual Meeting?

Only stockholders who held shares of BLACKBOXSTOCKS INC. at the close of business on December 10, 2025, the designated Record Date, are eligible to vote at the Annual Meeting or any adjournment thereof.

How many votes does each share of ALOY Common Stock and Series A Preferred Stock have?

Each share of BLACKBOXSTOCKS INC. Common Stock is entitled to one vote, while each share of Series A Preferred Stock is entitled to one hundred votes on all matters submitted to a vote of the stockholders.

What is the deadline for submitting a proxy vote for the ALOY Annual Meeting?

To ensure your vote is counted, proxy votes must be received by 5:00 p.m. Central Time on February 1, 2026. Stockholders can vote by mail, email, or over the Internet.

Who is the independent registered public accounting firm for BLACKBOXSTOCKS INC. for fiscal year 2025?

The Audit Committee of the Board has selected Victor Mokuolu CPA PLLC as the independent registered public accounting firm for BLACKBOXSTOCKS INC. for its fiscal year ending December 31, 2025, subject to stockholder ratification.

How can I access the proxy materials for the BLACKBOXSTOCKS Annual Meeting?

The Proxy Statement and BLACKBOXSTOCKS INC.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, are available online at https://onlineproxyvote.com/BLBX/2025.

What happens if I do not provide voting instructions for my ALOY shares held by a broker?

If your shares are held in 'street name' by a broker and you do not provide voting instructions, the broker has discretionary authority to vote on Proposal No. 2 (auditor ratification) but not on Proposal No. 1 (election of directors), resulting in a 'broker non-vote' for the latter.

What is the quorum requirement for the BLACKBOXSTOCKS Annual Meeting?

A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present at the Annual Meeting or represented by proxy. This equates to 165,652,197 votes from the combined Common and Series A Preferred Stock.

Who is the President and Chief Executive Officer of BLACKBOXSTOCKS INC.?

Gust Kepler is the President and Chief Executive Officer of BLACKBOXSTOCKS INC. He signed the letter to stockholders and the Notice of Annual Meeting of Stockholders dated December 16, 2025.

Industry Context

Blackboxstocks Inc. operates in the financial technology sector, specifically focusing on providing real-time stock market data, news, and trading tools for retail investors. The industry is characterized by rapid technological advancements, increasing competition from established financial data providers and emerging fintech startups, and a growing demand for accessible and user-friendly trading platforms. Regulatory scrutiny in the fintech space is also a significant factor, requiring companies to maintain robust compliance measures.

Regulatory Implications

As a publicly traded company, Blackboxstocks Inc. is subject to SEC regulations, including the timely and accurate filing of disclosures like this DEF 14A. Compliance with corporate governance rules and securities laws is critical to avoid penalties and maintain investor confidence. The company's operations may also be indirectly affected by financial regulations impacting trading and investment activities.

What Investors Should Do

  1. Review Proxy Materials
  2. Register for the Virtual Meeting
  3. Vote Your Shares
  4. Consider Board Recommendations

Key Dates

Glossary

DEF 14A
A filing with the SEC that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document is the Proxy Statement for Blackboxstocks Inc.'s 2025 Annual Meeting.)
Record Date
A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (December 10, 2025, is the record date, meaning only stockholders of record on this date can vote at the Annual Meeting.)
Proxy
A document or instruction that authorizes another person to act on behalf of a shareholder, typically to vote their shares at a meeting. (Stockholders can vote by proxy via mail, email, or internet if they cannot attend the virtual meeting.)
Independent Registered Public Accounting Firm
An external audit firm that is independent of the company and is responsible for auditing the company's financial statements. (Victor Mokuolu CPA PLLC is proposed for ratification as the company's auditor for the fiscal year ending December 31, 2025.)
Series A Preferred Stock
A class of stock that has preferential rights over common stock, including a significantly higher voting power in this case. (Each share of Series A Preferred Stock carries 100 votes, significantly impacting the total voting power compared to Common Stock.)
Virtual Meeting
A meeting conducted online, typically via a live audio or video webcast, allowing remote participation. (The 2025 Annual Meeting will be held entirely virtually, requiring advance registration.)

Year-Over-Year Comparison

This DEF 14A filing pertains to the 2025 Annual Meeting, with the record date set for December 10, 2025. Specific comparative financial metrics from a previous DEF 14A filing are not directly available within this document. However, the filing references the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which would contain the necessary historical data for year-over-year comparisons of revenue, net income, and other financial highlights.

Filing Stats: 4,892 words · 20 min read · ~16 pages · Grade level 10.4 · Accepted 2025-12-16 13:16:24

Filing Documents

From the Filing

DEF 14A 1 blkbx20251208_def14a.htm FORM DEF 14A blkbx20251208_def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 BLACKBOXSTOCKS INC. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 BLACKBOXSTOCKS INC. 5430 LBJ Freeway, Suite 1485 Dallas, Texas 75240 To the Stockholders of Blackboxstocks Inc.: You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Blackboxstocks Inc. ("Blackboxstocks," "we," "us" or the "Company") to be held on February 2, 2026 at 10:00 a.m. Central Time. The Annual Meeting will be a virtual meeting of stockholders. Prior registration to attend the Annual Meeting is required. Stockholders must register to attend the Annual Meeting at https://stctransfer.zoom.us/webinar/register/WN_7jPP_qVvSAOIIg5AHFTecg by 5:00 p.m. Central Time on February 1, 2026. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you access to the Annual Meeting. Only stockholders who held shares at the close of business on December 10, 2025 (the "Record Date") may vote at the Annual Meeting, including any adjournment thereof. The matters expected to be acted upon at the Annual Meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. You may cast your vote by proxy over the Internet or by completing, dating, signing and returning the enclosed proxy card by mail or email to ensure your shares will be represented. Your vote by proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend in person. Casting your vote by proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares in person. We look forward to your attendance at the Annual Meeting. Sincerely yours, /s/ Gust Kepler Gust Kepler President and Chief Executive Officer Dallas, Texas December 16, 2025 BLACKBOXSTOCKS INC. 5430 LBJ Freeway, Suite 1485 Dallas, Texas 75240 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS Virtual Meeting Only – No Physical Meeting Location To Be Held On February 2, 2026 To the Stockholders of Blackboxstocks Inc.: You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Blackboxstocks Inc., a Nevada corporation (the "Company"), which will be held on Monday, February 2, 2026 at 10:00 a.m. Central Time. The Annual Meeting will be a virtual meeting of stockholders, which will be conducted via a live audio webcast. In order to attend the Annual Meeting, you must register in advance at https://stctransfer.zoom.us/webinar/register/WN_7jPP_qVvSAOIIg5AHFTecg prior to the deadline of February 1, 2026 at 5:00 p.m. Central Time. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you access to the Annual Meeting. At the Annual Meeting, stockholders will vote on the following matters: 1. To elect five (5) directors to the Company's Board of Directors (the "Board"), each to serve as a director for a term of one (1) year expiring at the annual meeting of stockholders to be held in 2026 and until their successors have been duly elected and qualified. 2. To ratify the selection by the Audit Committee of the Board of Victor Mokuolu CPA PLLC as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025. 3. To conduct any other business properly brought before the meeting or any adjournment or postponement thereof. These items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. The record date for the Annual Meeting is December 10, 2025. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. Important Notice Regarding the Availability of Proxy Materials for the Stockholders ' Meeting To Be Held On Monday, February 2, 2026 at 10:00 a.m. Central Time. The Proxy Statement and the Company ' s Annual Report on Form 10-K for its fiscal year ended December 31, 2024 are available online at https://onlineproxyvote.com/BLBX/2025 . You are cordially invited to at

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