SCHEDULE 14A INFORMATION

_____________________________________

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

Agrify Corporation
(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.

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AGRIFY CORPORATION

ANNUAL MEETING OF STOCKHOLDERS

______________________

April 30, 2025

______________________

NOTICE AND PROXY STATEMENT

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April 30, 2025

Dear Agrify Corporation Stockholder:

On behalf of the Board of Directors, I am pleased to invite you to attend the Agrify Corporation (“Agrify” or the “Company”) Virtual Annual Meeting of Stockholders to be June 11, 2025, at 4:30 p.m. Eastern Time. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/AGFY2025, you must enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting.

At the meeting, you and the other stockholders will be asked to vote upon the following:

• To elect seven directors, each for a one-year term;

• To ratify the appointment of GuzmanGray as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and

• To approve an amendment to the Agrify Corporation 2022 Omnibus Equity Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder by 250,000 shares.

As of April 22, 2025, the Company had 1,952,014 shares of Common Stock outstanding. Only shareholders of record as of the close of business on April 22, 2025 are entitled to receive notice of, to attend, and to vote at, the Annual Meeting.

Whether or not you can attend the meeting, please read the attached proxy statement. When you have done so, please mark your vote on the proxy card, sign and date the proxy card, and return it to us. Alternatively, you may cast your vote by telephone, or through the Internet. Instructions for voting by telephone or through the Internet are included with your proxy. Your vote is important. Please act promptly by voting your shares by telephone, via the Internet, or by signing, dating and returning the proxy card.

Thank you for your continued interest in Agrify. We look forward to seeing you at the meeting.

Sincerely,
/s/ Benjamin Kovler
Benjamin Kovler
Chairman and Interim Chief Executive Officer

2220 Hicks Road, Suite 210, Rolling Meadows, IL 60008 • Tel: (855) 420-0020
ir@agrify.com • www.agrify.com

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Agrify Corporation
2220 Hicks Road, Suite 210
Rolling Meadows, IL 60008

______________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 11, 2025

______________________

To the Agrify Corporation Stockholders:

Agrify Corporation (“Agrify”) will hold its Virtual Annual Meeting of Stockholders on June 11, 2025 at 4:30 p.m., Eastern Time. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/AGFY2025, you must enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting.

We are holding this meeting for the following purposes:

• To elect seven directors, each for a one-year term;

• To ratify the appointment of GuzmanGray as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and

• To approve an amendment to the Agrify Corporation 2022 Omnibus Equity Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder by 250,000 shares.

The Board of Directors selected April 22, 2025 as the record date for determining stockholders entitled to vote at the Annual Meeting. As of April 22, 2025, Agrify had 1,952,014 shares of Common Stock outstanding. A list of stockholders on that date will be available for inspection at Agrify’s corporate headquarters, 2220 Hicks Road, Suite 210, Rolling Meadows, IL 60008 , during normal business hours for the ten-day period prior to the Annual Meeting. Only holders of our Common Stock as of the close of business on April 22, 2025 are entitled to vote at the Annual Meeting or any adjournment thereof.

On or about April 30, 2025, we are mailing to our stockholders our proxy statement, proxy and 2024 Annual Report on Form 10-K, as amended.

By Order of the Board of Directors,
/s/ Benjamin Kovler
Benjamin Kovler
Corporate Secretary

Rolling Meadows, Illinois
April 30, 2025

Important Notice Regarding Availability of Proxy Materials for the Virtual Annual Meeting of Stockholders to be Held on June 11, 2025: The Notice of Annual Meeting and Proxy Statement and our 2024 Annual Report on Form 10-K are available at www.proxyvote.com.

2220 Hicks Road, Suite 210, Rolling Meadows, IL 60008 • Tel: (855) 420-0020
ir@agrify.com • www.agrify.com

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IMPORTANT

Whether or not you expect to attend the virtual annual meeting, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares by telephone, via the Internet, or by signing, dating, and returning the enclosed proxy card will save the Company the expense and extra work of additional solicitation. An addressed envelope, for which no postage is required if mailed in the United States, is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option.

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AGRIFY CORPORATION
PROXY STATEMENT
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		Page
GENERAL INFORMATION		1
ITEM 1 — ELECTION OF DIRECTORS		4
CORPORATE GOVERNANCE		8
STOCK OWNERSHIP		15
EQUITY COMPENSATION PLANS		17
EXECUTIVE OFFICERS		18
COMPENSATION OF NAMED EXECUTIVE OFFICERS		19
REPORT OF THE AUDIT COMMITTEE		22
ITEM 2 — RATIFICATION OF AUDITOR APPOINTMENT		23
ITEM 3 — APPROVAL OF AN AMENDMENT TO THE 2022 OMNIBUS EQUITY INCENTIVE PLAN		26
EXPENSES OF SOLICITATION		34
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		35
OTHER MATTERS		38
ADVANCE NOTICE PROCEDURES AND STOCKHOLDER PROPOSALS		38
ADDITIONAL INFORMATION		39
APPENDIX A: AGRIFY CORPORATION 2022 OMNIBUS EQUITY INCENTIVE PLAN (AS AMENDED)		A-1

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GENERAL INFORMATION

Annual Meeting Information

This proxy statement contains information related to the Virtual Annual Meeting of Stockholders of Agrify Corporation (the “Company” or “Agrify”) to be held on June 11, 2025, beginning at 4:30 p.m., Eastern Time, and any postponements or adjournments thereof (the “Annual Meeting”). This proxy statement was prepared at the direction of our Board of Directors to solicit your proxy for use at the Annual Meeting. On or about April 30, 2025, we are mailing to our stockholders our proxy statement, Annual Report and proxy materials.

To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/AGFY2025 you must enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting.

Q: Who is soliciting my proxy?

A: We, the Board of Directors of Agrify Corporation, are sending you this proxy statement in connection with our solicitation of proxies for use at the Annual Meeting. Certain directors, officers and employees of Agrify may (without compensation) solicit proxies on our behalf by mail, phone, fax, Internet or at the Annual Meeting.

Q: Who is paying for this solicitation?

A: Agrify will pay for any solicitation of proxies. Agrify also will reimburse banks, brokers, custodians, nominees and fiduciaries for their reasonable charges and expenses to forward our proxy materials to the beneficial owners of Agrify Common Stock.

Q: What am I voting on?

A: There are three items scheduled to be voted on at the Annual Meeting:

• Item 1 — The election of Benjamin Kovler, Max Holtzman, Timothy Mahoney, Peter Shapiro, Sanjay Tolia, Armon Vakili and Krishnan Varier to the Board of Directors;

• Item 2 — The ratification of the appointment of GuzmanGray as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (the “Auditor Appointment”); and

• Item 3 — The approval of an amendment to the Agrify Corporation 2022 Omnibus Equity Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder by 250,000 (the “Equity Plan Proposal”).

Q: Who can vote?

A: Only those who owned Common Stock of record at the close of business on April 22, 2025, the record date for the Annual Meeting (the “Record Date”), can vote. If you owned Common Stock on the Record Date, you have one vote per share for each Item up for vote at the Annual Meeting.

Q: How do I vote?

A: You may vote your shares either at the Annual Meeting or by proxy. To vote by proxy, you should mark, date, sign and mail the proxy card provided with this proxy statement or vote by telephone or through the Internet.

You will be able to participate in the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/AGFY2025. To be admitted to the Annual Meeting, you must enter the control number found on your proxy card, voting instruction form or notice you received. You also will be able to vote your shares electronically prior to or during the Annual Meeting. If you want to submit a question during the Annual Meeting, log into www.virtualshareholdermeeting.com/AGFY2025, type your question into the “Ask a Question” field, and click “Submit.” Questions pertinent to meeting matters will be read and answered during the meeting, subject to time constraints.

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.

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Q: Can I vote by telephone or electronically?

A: If you are a registered stockholder, you may vote by telephone, or electronically through the Internet, by following the instructions included with your proxy card. If your shares are held in “street name,” please check your proxy card or contact your broker or nominee to determine whether you will be able to vote by telephone or electronically. The deadline for voting by telephone or electronically is 11:59 p.m., Eastern Daylight Time, on June 10, 2025.

Q: How are votes counted?

A: You may vote for each of the three proposals as follows:

• “FOR” or “WITHHOLD” with respect to each nominee to our Board of Directors specified in Item 1 of this proxy statement;

• “FOR,” “AGAINST” or “ABSTAIN” with respect to the ratification and approval of the Auditor Appointment described in Item 2 of this proxy statement; and

• “FOR,” “AGAINST” or “ABSTAIN” with respect to the Equity Plan Proposal described in Item 3 of this proxy statement.

If you return your proxy but do not mark your voting preference, the individuals named as proxies will vote your shares “FOR” the election of each of the nominees for director and “FOR” each of Items 2 and 3. Giving a proxy will not affect your right to vote your shares at the Annual Meeting. If you attend the Annual Meeting, you may revoke your proxy and vote at the Annual Meeting if you wish.

Q: What happens if I withhold my vote for an individual director?

A: Withheld votes are not included in the vote tally for the election of directors. If you wish your shares to be voted for some nominees, and not voted for others, then indicate the name(s) of the nominee(s) for whom you are withholding authority to vote by writing the name(s) of such nominee(s) in the space provided in the proxy. If you wish to withhold authority to vote for all nominees, check the box marked “WITHHOLD ALL.”

Q: What are broker non-votes and abstentions?

A: If you are the beneficial owner of shares held in “street name” by a broker, then the broker, as the record holder of the shares, is required to vote those shares in accordance with your instructions. If you do not give instructions to the broker, then the broker will be entitled to vote the shares with respect to “discretionary” items but will not be permitted to vote the shares with respect to “non-discretionary” items (in which case, the shares will be treated a “broker non-vote”). An abstention is a decision by a stockholder to take a neutral position on a proposal being submitted to stockholders at a meeting.

Q: On which proposals do brokers have discretion to vote without instructions from beneficial owners?

A: If you are the beneficial owner of shares held in “street name” by a broker, then the broker, as the record holder of the shares, is required to vote those shares in accordance with your instructions. However, if you do not give instructions to the broker, then the broker will not be entitled to vote the shares with respect to Item 1, the election of directors, or Item 3, the Equity Plan Proposal. Brokers will be able to vote on the approval of the Item 2, the Auditor Appointment, in the absence of your instructions as that matter is considered a “discretionary” item.

Q: How do broker non-votes and abstentions affect the existence of a quorum and the vote required for the proposals at the Annual Meeting?

A: Broker non-votes and abstentions on any matter are included in determining the number of shares represented for the purpose of determining whether a quorum is present at a stockholders’ meeting. Because directors will be elected by a plurality of the votes cast (i.e., the seven director nominees receiving the greatest number of votes will be elected) at the Annual Meeting, an abstention would have no effect on the vote concerning the election of directors and thus is not being offered as a voting option in the election of directors under Item 1. Under Nevada law, broker non-votes are not considered to be entitled to vote on the matter and, thus, will not have any impact on the outcome of Item 3. Although abstentions are considered present and entitled to vote on a matter,

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abstentions are not considered to be votes cast under Nevada law, and thus will have no impact on the outcome of Item 3, which requires the favorable vote of a majority of the votes cast at the Annual Meeting by stockholders entitled to vote on the matter.

Q: Can I change my vote after I return my proxy card?

A: Yes. Even after you have submitted your proxy, you may change your vote at any time before the proxy is exercised by filing with the Corporate Secretary either written notice of your revocation or a duly executed proxy bearing a later date. Attendance at the Annual Meeting will not by itself revoke a previously granted proxy; however, delivery of a later dated proxy before the polls close at the Annual Meeting will revoke a proxy previously granted.

Q: What are the Board’s recommendations?

A: Our Board of Directors recommends that you vote your shares as follows:

• “FOR” each of the seven nominees to our Board of Directors as described in Item 1 of this proxy statement;

• “FOR” the ratification and approval of the Auditor Appointment as described in Item 2 of this proxy statement; and

• “FOR” the Equity Plan Proposal described in Item 3 of this proxy statement.

Q: What constitutes a quorum?

A: As of April 22, 2025, we had 1,952,014 shares of Common Stock outstanding and 53 holders of record. Each share of our Common Stock is entitled to one vote per share. The holders of one-third of the total outstanding shares entitled to vote, present at the Annual Meeting or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting.

Q: What happens if a quorum is not present?

A: If a quorum is not present at the scheduled time of the Annual Meeting, then the stockholders who are represented may adjourn the Annual Meeting until a quorum is present. The time and place of an adjourned meeting, if necessary, would be announced at the time the adjournment is taken and no other notice would be given. Voting cannot take place unless a quorum is present.

Q: What is the voting requirement to approve each of the items?

A: The voting requirement to approve each of the proposals is as follows:

• Directors are elected by a plurality of the votes cast. This means that the seven nominees will be elected if they receive more affirmative votes than any other nominees.

• The affirmative vote of a majority of votes cast on the proposal is required to ratify the Auditor Appointment in Item 2.

• The affirmative vote of a majority of votes cast on the proposal is required to approve the Equity Plan Proposal in Item 3.

Q: Can I vote on other matters?

A: Our Second Amended and Restated Bylaws limit the matters presented at an Annual Meeting to those in a notice of Annual Meeting and those otherwise properly presented at an Annual Meeting. Since none of our stockholders provided notice for any other business matters during the applicable period set forth in our Second Amended and Restated Bylaws, no matters other than those included in the Notice of Annual Meeting may properly come before the Annual Meeting.

Q: Who will count the vote?

A: Representatives of Broadridge Financial Solutions, Inc., our transfer agent, will tabulate the votes.

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ITEM 1 — ELECTION OF DIRECTORS

Our Board of Directors (which is sometimes referred to in this proxy statement as our “Board”) currently consists of Benjamin Kovler, Max Holtzman, Armon Vakili, Peter S. Shapiro, Sanjay Tolia, Timothy Mahoney and Krishnan Varier. You and the other stockholders are requested to vote for the nominees set forth below to serve as directors until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified. The individuals named as proxies will vote the enclosed proxy for the election of all nominees listed below, unless you direct them to withhold your votes. If any nominee becomes unable to serve as a director before the Annual Meeting (or decides not to serve), the individuals named as proxies may vote for a substitute or we may reduce the number of members of the Board. There are no family relationships among any of our executive officers or directors.

Vote Required

If a quorum is present, individual nominees will be elected by a plurality of the votes of shares present at the Annual Meeting or represented by proxy at the Annual Meeting. This means that the seven nominees will be elected if they receive more affirmative votes than any other nominees. If you are the beneficial owner of shares held in “street name” by a broker, then the broker, as the record holder of the shares, is required to vote those shares in accordance with your instructions. However, if you do not give instructions to the broker, then the broker will not be entitled to vote the shares with respect to the election of directors.

Recommendation of the Board

Our Board of Directors recommends that you vote “FOR” each of the following nominees.

Following are the names and ages of the director nominees, the year they became directors, their principal occupations or employment for at least the past five years and certain of their other directorships.

Nominees for Election

Name		Age		Experience
Benjamin Kovler		46		Mr. Kovler has served as a member of our Board of Directors since November 5, 2024. Mr. Kovler founded Green Thumb Industries Inc. (“Green Thumb”) in 2014. He has been Chairman of Green Thumb since 2014 and Chief Executive Officer from 2014 through year-end 2017 and again since August 2018. Mr. Kovler is frequently featured as a cannabis industry thought leader in media outlets such as Bloomberg, Barron’s, Business Insider, CNBC and Forbes. He previously served on the boards of directors of Springbig, Inc., a cannabis marketing platform from January 2018 until December 2022, and The Cann + Botl Company, a privately held cannabis-infused beverage company, from December 2020 to December 2022. He is also co-founder of Invest For Kids, a not-for-profit organization that hosts an annual investment ideas conference to benefit underserved young people in Chicago. Founded in 2009, Invest For Kids has raised nearly $23 million, 100% of which has supported over 100 organizations dedicated to improving the lives of Chicago’s youth. Mr. Kovler earned a Bachelor of Arts in philosophy, politics and economics from Pomona College and a Master of Business Administration in accounting and finance from The University of Chicago. Mr. Kovler has served as a Director of our Company since November 2024. We believe that Mr. Kovler’s qualifications to sit on the Board include his experience in the cannabis and hemp industries and his extensive experience managing complex operating companies.

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Name	Age	Experience
Max Holtzman	55	Mr. Holtzman has served as a member of our Board of Directors since July 14, 2022. Mr. Holtzman has served as Principal at Ocean 14 Capital, a private equity impact fund focused on the Blue Economy, since December 2021. Mr. Holtzman has also served as Investments Principal at Pontos Aqua, LLC, which provides strategic advisory services in the global seafood and aquaculture space, since June 2017. Mr. Holtzman is a founding officer of Stronger America through Seafood, which strives to increase the production of healthy, sustainable, and affordable seafood in the United States. Mr. Holtzman previously served as the Vice Chairman of Capitol Peak Asset Management, which focused on infrastructure projects and companies in Rural America. Prior to Capitol Peak, Mr. Holtzman was appointed by President Obama as the Senior Advisor to the United States Secretary of Agriculture. From 2009 to 2014, Mr. Holtzman advised the Secretary on the development of new public-private partnerships, aquaculture, trade, biotechnology, and international food security. He also served as Acting Deputy Under Secretary for Farm and Foreign Agriculture Services and as Acting Deputy Under Secretary of Marketing and Regulatory Programs. In these roles, Mr. Holtzman represented the United States in its negotiations with the Peoples Republic of China as a four-time Delegate on the Joint Committee on Commerce and Trade, and he was regularly involved with a multitude of international trade issues, trade missions, and trade negotiations. He also served as the United States Chairman of the North American Biotechnology Initiative, which includes the United States, Canada, and Mexico. Prior to this appointment, Mr. Holtzman, an attorney for over 25 years, provided strategic consulting to multi-national companies related to transportation infrastructure, project finance, public-private partnerships, health care, and government procurement. He also served as a City Attorney and Special Counsel to several municipalities. Mr. Holtzman has served as a Board Member of The Arcadia Center for Sustainable Food and Agriculture, the Founding Chairman of Adopt-A-Classroom, and he has sat on the Global Advisory Council of Secure System. Mr. Holtzman received his undergraduate degree in Agricultural Economics from the University of Florida’s Institute of Food and Agricultural Sciences and his law degree from the University of Miami. We believe that Mr. Holtzman’s qualifications to sit on the Board include his extensive experience in finance, government relations and international trade.
Armon Vakili	33	Mr. Vakili has served as a member of our Board of Directors since November 5, 2024. Mr. Vakili has served as Vice President of Mergers, Acquisitions, and Partnerships at Green Thumb since 2017 and is involved in all external investments and strategic developments. Prior to joining Green Thumb, Mr. Vakili was part of the M&A/advisory teams at Stericycle Inc. and KPMG US LLP. Mr. Vakili earned his Bachelor of Arts at Indiana University. We believe that Mr. Vakili’s qualifications to sit on the Board include his experience managing strategic transactions and partnerships in the cannabis and hemp industries.

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Name	Age	Experience
Peter S. Shapiro	52	Mr. Shapiro has served as a member of our Board of Directors since January 31, 2025. Mr. Shapiro is an independent music entrepreneur who has owned and operated celebrated venues Brooklyn Bowl, Brooklyn Bowl Las Vegas, Brooklyn Bowl Nashville, Brooklyn Bowl Philadelphia, The Capitol Theatre, Bearsville Theater and Wetlands Preserve. Mr. Shapiro partnered exclusively with the family of Jerry Garcia to open Garcia’s at The Capitol Theatre, to be followed by additional clubs in Chicago and New York City. In 2015, he produced Fare Thee Well: Celebrating 50 Years of the Grateful Dead, at Levi’s Stadium in Santa Clara, CA and Chicago’s Soldier Field. Shapiro founded Lockn’, a four-day music and camping festival held in Nelson County, Virginia as well as Jazz & Colors, an experiential music event held in Central Park and the Metropolitan Museum of Art. He originated the Rock and Roll Playhouse, developing the family concert series into a weekly national concert series that takes place in over 25 markets across America. In 2024, Peter coproduced the sold out Soulshine Benefit at Madison Square Garden raising money for hurricane relief in North Carolina and Florida. His other endeavors include the IMAX concert films U2 3D and All Access, the Jammys awards show, the Green Apple Earth Day Festival, and Easy Rider Live. Billboard has selected him multiple times for its Power 100 List of “Most Influential People in the Music Business.” Mr. Shapiro serves as publisher of Relix magazine and sits on the board of a number of civic and charitable organizations, including: New York Public Radio, City Parks Foundation and the Rock and Roll Hall of Fame Museum. Peter also is a member of the Rock and Roll Hall’s nominating committee. From 2019 to 2024, he served as Chairman of HeadCount, one of the leading youth voter engagement and participation organizations in America, and currently sits on its Board of Directors. He earned a bachelor of arts degree from Northwestern University. We believe that Mr. Shapiro’s qualifications to sit on the Board include his extensive background in starting and managing businesses and his experience with branding and entertainment.
Sanjay Tolia	46	Mr. Tolia has served as a member of our Board of Directors since January 31, 2025. Mr. Tolia is an entrepreneur with an institutional finance background. He began his career at several prominent Chicago-based funds before founding Bengal Capital, a large equity derivatives hedge fund that focuses on health and wellness markets. Mr. Tolia has served as founder of Marine Layer Capital LLC since March 2023, which creates and trades structured notes and derivative products for wealth management clients. He also served as Senior Advisor to Leaf VIP from April 2020 through March 2023, as founder of Bengal Catalyst Fund LP from January 2018 through March 2023, and as founder and managing director of Bengal Capital LLC from March 2007 through December 2018. Mr. Tolia helped to create and manage several industry-leading brands and products in the nascent wellness space and has a deep track record of taking companies public, mergers and acquisitions, restructuring, and corporate strategy. He has served on the boards of directors of Sunday Goods & The Pharm since November 2020 and Jetty Extracts, a leading consumer packaged goods company in the health and wellness sector that was acquired by Canopy Growth, from January 2018 through June 2024. He earned a bachelor’s degree in economics from The University of Michigan. We believe that Mr. Tolia’s qualifications to sit on the Board include his background in capital markets and mergers and acquisitions transactions and his experience in the cannabis industry.

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Name	Age	Experience
Timothy Mahoney	68	Mr. Mahoney is the owner of Caribou LLC, a strategic advisory firm he founded in 2009 that consults with CEOs and their boards on managing systemic risk and maximizing shareholder value through the identification and capture of strategic opportunities. In March 2013, Mr. Mahoney also founded Cannae Policy Group, a Washington D.C. based public policy company, where he serves as a Chief Political Strategist advising companies, associations, and governments on complex public policy issues. Mr. Mahoney served as a U.S. Representative for Florida’s 16th congressional district from January 2007 to January 2009. From 1998 to 2007, Mr. Mahoney was a Co-Founder of vFinance, Inc., which subsequently acquired National Holdings Corporation. National Holdings Corporation has grown to become one of America’s leading middle-market investment brokerage firms, managing more than $5 billion of client assets with over 50 offices worldwide. Mr. Mahoney has also been involved with companies in the cannabis industry in varying capacities as a private investor, advisor and consultant, including Atlas Biotechnologies, Inc., a licensed medical cannabis grower operating in Canada and the EU, and Volcanic Green Holdings, Inc., a holding company for a Colombian based outdoor cultivation cannabis grower and CBD extracts producer. Mr. Mahoney holds a BA degree in Computer Science and Business from West Virginia University and an MBA from George Washington University. Mr. Mahoney has served as a Director of our Company since December 2020. We believe that Mr. Mahoney’s qualifications to sit on the Board include his background in the strategic advisory and consulting fields, his knowledge and experience with the legislative process of Congress and his diverse experience and knowledge in corporate governance.
Krishnan Varier	45	Mr. Varier has served as a member of our Board of Directors since June 2020 and currently chairs the Audit Committee. Mr. Varier is a Managing Partner and Portfolio Manager at Arcadian Capital Management, LLC, a Los Angeles-based venture capital firm, where he also serves as its Chief Investment Officer. Since joining Arcadian in 2018, he has played a key role in raising capital for its two venture funds and has led investments in more than 40 companies. He also oversees the firm’s portfolio management activities. The firm has been a leading early-stage investor to the cannabis and hemp industries, primarily focused on ancillary businesses. Mr. Varier has over 20 years of experience in financial services across investment banking, venture capital, and strategic advisory, and he has been involved in over $6 billion in completed capital markets and M&A transactions. From 2016 to 2018, he founded Varier Venture Consulting LLC, advising early-stage startups on growth and capital-raising strategies. Previously, he was an investment banker at Cowen & Company (2014 – 2016), where he advised clients in the biotechnology sector. From 2013 to 2014, he served as a Senior Investment Analyst at Health Care REIT (now Welltower REIT), a leading healthcare real estate investment trust. Earlier in his career, Mr. Varier worked in the investment banking groups at BofA Merrill Lynch (2011 – 2013), where he focused on healthcare, and at Morgan Keegan (2010), where he supported transactions across multiple sectors. He earned a B.A. in Economics with a focus in Business Administration from the University of Texas at Austin and an MBA in Finance and Investment Management from the University of North Carolina at Chapel Hill’s Kenan-Flagler Business School. We believe that Mr. Varier’s qualifications to sit on the Board include his extensive capital markets experience, knowledge of the cannabis industry, as well as his experience working with cannabis companies as an investor, mentor, advisor and consultant.

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CORPORATE GOVERNANCE

Board and Board Committee Matters

The Board currently consists of seven directors. The Board has determined that Max Holtzman, Timothy Mahoney, Peter S. Shapiro, Sanjay Tolia and Krishnan Varier are all “Independent” directors under the Nasdaq listing standards. Richard Drexler resigned as a member of the Board on January 31, 2025, and Raymond Chang and I-Tseng Jenny Chan resigned as members of the Board on November 5, 2024. Leonard Sokolow resigned from the Board effective May 17, 2024. Guichao Hua served on our Board until our Annual Meeting of Stockholders held January 8, 2024, at which time I-Tseng Jenny Cheng was elected to the Board.

As required by the Nasdaq listing standards, the Board must be composed of a majority of independent directors. The committee charters are reviewed annually and updated as necessary to reflect changes in regulatory requirements and evolving oversight practices.

The Board currently has three standing committees consisting of: the Nominating and Corporate Governance Committee, the Compensation Committee, and the Audit Committee. No member of the Audit, Compensation or Nominating and Corporate Governance Committee is an employee of the Company or its subsidiaries, and all are currently independent as defined by the Nasdaq listing standards. Each of the Audit, Compensation and Nominating and Corporate Governance Committees has a written charter approved by the Board of Directors. The committee charters as well as the Company’s Code of Conduct and Ethics, which applies to all directors, officers and employees, are available under “Corporate Governance” in the Investor Relations section of our Company’s website at https://ir.agrify.com. Please note that the information contained on the Company website is not incorporated by reference in, or considered to be a part of, this proxy statement.

The current members of the Committees are identified below:

Director	Nominating and Corporate Governance	Compensation	Audit
Max Holtzman	X (Chair)	X	X
Timothy Mahoney	X	X (Chair)	X
Peter Shapiro	X
Sanjay Tolia			X
Krishnan Varier	X		X (Chair)

Nominating and Corporate Governance Committee. The current members of the Nominating and Corporate Governance Committee are Mr. Holtzman, who chairs the committee, Mr. Mahoney, Mr. Shapiro and Mr. Varier. Mr. Shapiro joined the Compensation Committee on March 19, 2025. Each of these directors is independent as defined under applicable Nasdaq listing requirements. This Committee’s responsibilities include the selection of potential candidates for the Board.

Compensation Committee. The current members of the Compensation Committee are Mr. Mahoney, who chairs the committee, and Mr. Holtzman. Both of these directors are independent as defined under applicable Nasdaq listing requirements. The Compensation Committee is responsible for discharging the responsibilities of the Board with respect to the compensation of our executive officers. The Compensation Committee sets performance goals and objectives for the Chief Executive Officer and the other executive officers, evaluates their performance with respect to those goals and sets their compensation based upon the evaluation of their performance. In evaluating executive officer pay, the Compensation Committee has retained the services of a compensation consultant and considers recommendations from the Chief Executive Officer with respect to goals and compensation of the other executive officers. The Compensation Committee assesses the information it receives in accordance with its business judgment. The Compensation Committee also periodically reviews director compensation. All decisions with respect to executive and director compensation are approved by the Compensation Committee and, in the case of director compensation, ratified by the Board.

Audit Committee. The current members of the Audit Committee are Mr. Varier, who chairs the committee, Mr. Holtzman, Mr. Tolia and Mr. Mahoney. Mr. Sokolow resigned from the Audit Committee on May 17, 2024, and Mr. Holtzman and Mr. Tolia joined the Audit Committee on July 9, 2024 and March 19, 2025, respectively. The Board

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has determined that all members of the Audit Committee satisfy the financial literacy requirements of the Nasdaq listing standards and are independent as defined under the Nasdaq listing requirements and applicable Securities and Exchange Commission (“SEC”) rules. In addition, the Board has determined that Mr. Varier qualifies as an “Audit Committee Financial Expert” as defined under SEC rules. The Audit Committee’s primary responsibility is to ensure the accuracy and effectiveness of the audits of our Company’s financial statements by our independent registered public accountants. Its duties include, among other things:

• appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm;

• discussing with our independent registered public accounting firm the independence of its members from our management;

• reviewing with our independent registered public accounting firm the scope and results of their audit;

• approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

• overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;

• reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls, and compliance with legal and regulatory requirements;

• coordinating the oversight by our board of directors of our code of business conduct and our disclosure controls and procedures;

• establishing procedures for the confidential and/or anonymous submission of concerns regarding accounting, internal controls or auditing matters; and

• reviewing and approving related party transactions.

The Audit Committee’s procedures for the pre-approval of audit and permitted non-audit services are described in “Item 2: Ratification of the Auditor Appointment.” For more information on the Audit Committee, refer to the “Report of the Audit Committee” included elsewhere herein.

Number of Meetings of the Board of Directors and Attendance in 2024

During 2024, our Board held twenty meetings and acted by written consent ten times, our Compensation Committee held two meetings and acted by written consent three times, our Audit Committee held five meetings and acted by written consent four times, and our Nominating and Corporate Governance Committee did not hold any meetings but acted by written consent one time. No director attended fewer than 75% of the aggregate Board meetings and Board Committee meetings on which that director served except for Ms. Chan, who attended 23% of the Board meetings during her tenure on the Board during 2024, and Mr. Drexler, who attended 71% of the Board meetings during his tenure on the Board during 2024.

Compensation Committee Interlocks and Insider Participation

During 2024, Messrs. Mahoney and Holtzman each served as members of the Compensation Committee. During 2024, no member of the Compensation Committee, was or has ever been one of our officers or an employee of the Company. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of our Board of Directors or Compensation Committee.

Director Nomination Process

Our Board of Directors has adopted a Nominating and Corporate Governance Committee Charter which includes director nomination policies and provisions that are intended to describe the process by which candidates for possible inclusion in the Company’s recommended slate of director nominees are selected. The nomination policies are administered by the Nominating and Corporate Governance Committee of the Board of Directors.

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The Board of Directors does not currently prescribe any minimum qualifications for director candidates. Consistent with the criteria for the selection of directors approved by the Board of Directors, the Nominating and Corporate Governance Committee will take into account our current needs and the expertise needed for board service, including experience and achievement in business, finance, technology or other areas relevant to our activities; reputation, ethical character and maturity of judgment; diversity of viewpoints, backgrounds and experiences; absence of conflicts of interest including competitive conflict that might impede the proper performance of the responsibilities of a director; independence under SEC and Nasdaq listing standards; service on other boards of directors; the availability of sufficient time to devote to Board matters; and ability to work effectively and collegially with other Board members. In the case of incumbent directors, the Nominating and Corporate Governance Committee will review such directors’ overall service during their term, including the number of meetings attended, level of participation, and quality of performance during their term. For those potential new director candidates who appear upon first consideration to meet the Board’s selection criteria, the Nominating and Corporate Governance Committee will conduct appropriate inquiries into their background and qualifications and, depending on the result of such inquiries, arrange for meetings with the potential candidates. Although the Company does not maintain a separate policy regarding the diversity of the Board, during the director selection process the Nominating and Corporate Governance Committee does consider issues of diversity, such as occupation, gender, race and origin, when evaluating directors for nomination.

The Nominating and Corporate Governance Committee may use multiple sources for identifying director candidates, including its own contacts and referrals from other directors, members of management, the Company’s advisors, and executive search firms. The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders and will evaluate such director candidates in the same manner in which it evaluates candidates recommended by other sources. In making recommendations for director nominees for the Annual Meeting of Stockholders, the Nominating and Corporate Governance Committee will consider any written recommendations of director candidates by stockholders received by the Corporate Secretary of the Company. Recommendations must include the candidate’s name and contact information and a statement of the candidate’s background and qualifications and must be mailed to Nominating and Corporate Governance Committee, Agrify Corporation, 2220 Hicks Road, Suite 210, Rolling Meadows, Illinois 60008, Attn: Corporate Secretary.

The Nominating and Corporate Governance Committee reviews annually with the Board the composition of the Board as a whole and recommends, if necessary, measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity required for the Board as a whole and contains at least the minimum number of independent directors required by applicable laws and regulations. The Nominating and Corporate Governance Committee is responsible for ensuring that the composition of the Board accurately reflects the needs of the Company’s business and, in furtherance of this goal, proposing the addition of members and the necessary resignation of members for purposes of achieving this goal. The Committee also considers the nominees’ roles in assisting with development and implementation of the Company’s strategic plan. Messrs. Kovler and Vakili were recommended to the Nominating and Corporate Governance Committee by a securityholder. Messrs. Shapiro and Tolia were recommended to the Nominating and Corporate Governance Committee by our Interim Chief Executive Officer.

The nomination procedures are intended to provide a flexible set of guidelines for the effective functioning of our director nominations process. The Nominating and Corporate Governance Committee reviews periodically the nomination procedures and anticipates that modifications may be necessary from time to time as our needs and circumstances evolve, and as applicable legal or listing standards change. The Nominating and Corporate Governance Committee may amend, with the approval of our Board of Directors, the nomination procedures included in the Nominating and Corporate Governance Committee charter and our other governance documents at any time, in which case the most current version will be available on our website at https://ir.agrify.com.

Leadership Structure

Combining Chairman and Chief Executive Officer Roles. Our Board of Directors is committed to the principle of independence from management and to the highest standards of corporate governance. All of our directors other than Messrs. Kovler and Vakili are independent under Nasdaq listing rules. Our Nominating and Corporate Governance, Audit and Compensation Committees are currently composed entirely of independent directors. Our Board of Directors has adopted a flexible policy regarding the issue of whether the positions of Chairman and Chief Executive Officer should be separate or combined. This policy allows the Board to evaluate regularly whether the Company is best served at any particular time by having our Chief Executive Officer or another director hold the position of Chairman.

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Currently, the Board believes there are several important advantages to combining the positions of Chairman and Chief Executive Officer. The Chief Executive Officer is the director most familiar with our business and industry and is most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. The Company’s independent directors bring experience, oversight, and expertise from outside the Company and industry, while the Chief Executive Officer brings Company-specific experience and expertise. Combining the Chief Executive Officer and Chairman positions creates a firm link between management and the Board, promotes the development and implementation of corporate strategy and facilitates information flow between management and the Board, which are essential to effective governance. The Board currently believes that combining the roles of Chairman and Chief Executive Officer contributes to a more efficient and effective Board, does not undermine the independence of the Board, and has no bearing on the ethical integrity of the directors.

Board of Directors’ Oversight of Risk

Our management bears responsibility for the management and assessment of risk at the Company on a daily basis. Management is also responsible for communicating the most material risks to the Board and its committees, who provide oversight of the risk management practices implemented by management. Our full Board provides oversight for risk management, except for the oversight of risks that have been specifically delegated to a committee. Even when the oversight of a specific area of risk has been delegated to a committee, the full Board may maintain oversight over such risks through the receipt of reports from the committee. In addition, the full Board may assume oversight over a particular risk, even if the risk was initially overseen by a committee, when the Board deems it appropriate. The Board and committee reviews occur principally through the receipt of regular reports from Company management on these areas of risk and discussions with management regarding risk assessment and risk management.

Committees. The Audit Committee maintains initial oversight over risks related to the integrity of the Company’s financial statements, internal control over financial reporting and disclosure controls, the performance of the Company’s independent registered public accounting firm and the operation of the Company’s ethics program. The Company’s Compensation Committee maintains initial oversight of risks related to the Company’s compensation practices, including practices related to equity programs, other executive or Company-wide incentive programs and hiring and retention. The Nominating and Corporate Governance Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to independence of Board members and compliance with SEC rules and Nasdaq listing standards with respect to Board and committee composition.

Full Board. At its regularly scheduled meetings, the Board generally receives several reports which include information relating to specific risks faced by the Company. As appropriate, the Company’s Chief Executive Officer or other members of senior management provide operational reports, which include risks relating to the Company’s business. At each regularly scheduled Board meeting, the full Board also receives reports from committee chairpersons, which may include a discussion of risks initially overseen by the committees for discussion and input from the full Board. As noted above, in addition to these regular reports, the Board receives reports on specific areas of risk from time-to-time, such as cyclical or other risks that are not covered in the regular reports given to the Board.

Compensation of Outside Directors

Annual Cash Compensation. Each of the Company’s non-employee directors receives an annual cash retainer of $24,000, payable in four quarterly installments. In addition, the following Committee retainer amounts are payable to Committee members.

The Audit Committee Chair receives an annual retainer of $5,000 per year, while Audit Committee members are entitled to receive an annual retainer of $1,000. The annual retainers are paid in four quarterly installments and are in addition to the annual cash retainer for non-employee directors described above.

The Compensation Committee Chair receives an annual retainer of $5,000 per year, while Compensation Committee members are entitled to receive an annual retainer of $1,000. The annual retainers are paid in four quarterly installments and are in addition to the annual cash retainer for non-employee directors described above.

The Nominating and Corporate Governance Committee Chair receives an annual retainer of $5,000 per year, while Nominating and Corporate Governance Committee members are entitled to receive an annual retainer of $1,000. The annual retainers are paid in four quarterly installments and are in addition to the annual cash retainer for non-employee directors described above.

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Stock Options and Share-Based Awards. Following initial election to the Company’s Board of Directors, non-employee directors are eligible to receive restricted stock units as determined by the Board.

The Company’s Board and Compensation Committee believe that equity-based awards are essential to our continued success. Equity-based awards are necessary to attract, retain and motivate highly qualified directors to serve Agrify and to improve Agrify’s business results and earnings by providing these individuals an opportunity to acquire or increase a direct proprietary interest in Agrify’s operations and future success while further aligning recipient’s interests with those of shareholders.

The Board compensation guidelines described above are designed to (a) compensate Committee members through Committee cash retainers in order to provide compensation commensurate with relevant service level commitments for Committee service and (b) set overall Board compensation at a level that is competitive with market norms, in order to enable the Company to attract potential new directors and provide market-based remuneration for existing directors.

Non-Equity Incentive Plan Compensation. We do not provide Non-Equity Incentive Compensation to our directors.

Pension Benefits. We do not have a pension plan and therefore, do not offer any such pension arrangements to our directors.

Outside Directors Compensation Table for 2024

The table below provides compensation information for the year ended December 31, 2024 for each non-employee member of our Board of Directors. Guichao Hua served on the Board of Directors until our Annual Meeting of Stockholders held on January 8, 2024, at which point I-Tseng Jenny Chan was elected to the Board of Directors. Leonard Sokolow resigned from the Board on May 17, 2024. Raymond Chang and I-Tseng Jenny Chan resigned from the Board on November 5, 2024, immediately following which Benjamin Kovler, Armon Vakili and Richard Drexler were appointed to the Board. Mr. Drexler resigned from the Board on January 31, 2025. Peter Shapiro and Sanjay Tolia joined the Board on January 31, 2025 and thus did not receive compensation for 2024.

Director	Fees Earned or Paid In Cash(1)		Stock Awards(2)(3)(4)		Option Awards		Non-Equity Incentive Plan Compensation		Change In Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation		Total
Guichao Hua	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Max Holtzman	$	53,917		127,561		—		—		—		—		181,519
Timothy Mahoney	$	56,958		130,603		—		—		—		—		187,561
I-Tseng Jenny Chan		—		—		—		—		—		—		—
Armon Vakili	$	4,000		111,500		—		—		—		—		115,500
Richard Drexler	$	4,000		111,500		—		—		—		—		115,500
Krishnan Varier	$	57,167		129,757		—		—		—		—		186,924
Leonard J. Sokolow		19,720		16,232		—		—		—		—		35,952

____________

(1) Represents the aggregate dollar amount of all fees earned or paid in cash for services as a director, including monthly retainer fees and committee membership, as described above. During the year ended December 31, 2024, directors elected to receive additional restricted stock units in lieu of a portion of their cash compensation. Additionally, the actual compensation paid or earned in cash also varies from the total annual cash retainer amount approved for each director for reasons including timing of service.

(2) The reported amounts are calculated in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 718, “Compensation — Stock Compensation (“ASC Topic 718”).

(3) As of December 31, 2024, the aggregate number of unvested restricted stock units outstanding for each non-employee director serving as of that date were as follows: 9,245 for Mr. Mahoney, 9,057 for Mr. Varier 8,569 for Mr. Holtzman, 5,000 for Mr. Vakili, and 5,000 for Mr. Drexler.

(4) As of December 31, 2024, the aggregate number of unexercised stock option awards outstanding for each non-employee director serving as of that date were as follows: 31 for Mr. Mahoney, 44 for Mr. Varier, and none for Messrs. Holtzman, Vakili or Drexler.

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Stockholder Communications with the Board

The Board of Directors welcomes communications from stockholders. Parties interested in the Company and the operation of the Board or its committees, in addition to contacting management, may contact the Chairman of the Board or the Independent directors as a group by directing requests for such contact through the Company’s Corporate Secretary at “Board of Directors/Non-Employee Directors, Agrify Corporation, 2220 Hicks Road, Suite 210, Rolling Meadows, Illinois 60008, Attn: Corporate Secretary”. Communications by e-mail should be addressed to board@agrify.com and marked “Attention: Corporate Secretary” in the “Subject” field. Requests for contact, except for those stockholder communications that are outside the scope of Board matters or duplicative of other communications by the applicable stockholder and previously forwarded to the intended recipient, shall be directed by the Company’s Corporate Secretary to (a) the intended recipient or (b) the Chairman of the Board, who shall, subject to advice and assistance from the Company’s legal advisors, (i) be primarily responsible for monitoring communications from shareholders and other interested parties and (ii) provide copies or summaries of such communications to the other directors as he or she considers appropriate.

Annual Meeting Attendance

Directors are required, absent compelling circumstances, to attend our Annual Meeting of Stockholders. All of the then-current members of the Company’s Board attended the Company’s 2024 Annual Meeting of Stockholders.

Code of Ethics and Business Conduct

The Company has adopted a code of ethics and business conduct that applies to our directors, officers and employees. This code of ethics and business conduct (which we refer to as a “code of conduct”) may be accessed and reviewed through the Company’s website at https://ir.agrify.com. Any amendments to, or waivers from, any provisions of the code of conduct which apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or any person performing similar functions, will be disclosed either on a Current Report on Form 8-K or on our website promptly following the date of any such amendment or waiver.

Insider Trading Policy

We have an Insider Trading Policy, which governs the purchase, sale and other dispositions of our securities by directors, officers, employees, consultants and affiliates of the Company, as well as their immediate family members and other persons living in their households. The Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and all applicable listing standards. The Insider Trading Policy generally prohibits covered persons from directly or indirectly purchasing or selling our securities while in possession of material non-public information concerning us. The Insider Trading Policy also applies to the securities of any other companies to the extent any covered person obtains material nonpublic information regarding such other company in the course of performing services for us. The Insider Trading Policy requires pre-approval of any transaction related to our securities by covered persons.

Anti-Hedging Policies

Under our insider trading policy, our directors, officers and employees who possess material nonpublic information regarding the Company may not buy or sell options, puts or calls on company securities, security futures, or other derivative securities that reference company securities and may not enter into margining or similar transactions that are designed to offset any decrease in the market value of company securities. In addition, our directors, executive officers and employees are prohibited from engaging in short sales of our stock.

Equity Grant Timing Practices

Although we have not adopted a formal policy pertaining to the timing of stock option grants, it is our practice not to time the grant of equity awards, including stock options, in relation to the release of material non-public information. Similarly, we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Although we have not recently granted stock options to our named executive officers, the Compensation Committee generally approves the grant of annual equity awards for the Company’s executive officers, including each of the named executive officers, in December of each year. In special circumstances,

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including the hiring or promotion of an individual or where the Compensation Committee determines it is in the best interest of the Company, the Compensation Committee may approve grants of equity awards at other times. During the year ended December 31, 2024, we did not grant stock options or SARs to any named executive officer during any period beginning four business days before and ending one business day after the filing of any Quarterly Report on Form 10-Q, Annual Report on Form 10-K, or Current Report on Form 8-K, in each case that disclosed any material non-public information.

Clawback Policy

We have adopted a clawback policy (the “Clawback Policy”) in accordance with the listing standards and rules of the Nasdaq Stock Market, that requires the Board to recoup excess compensation paid to our executive officers as a result of a financial statement restatement, regardless of any misconduct, fault or illegal activity on the part of the executive officer. The Clawback Policy applies in the case of an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws. The Clawback Policy applies to all incentive-based compensation, which is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, received by our executive officers.

On August 12, 2024, the Audit Committee, in consultation with management, concluded that our previously issued unaudited condensed consolidated interim financial statements as of and for the fiscal quarter ended March 31, 2024 included in our Quarterly Report on Form 10-Q for such period (the “Q1 2024 10-Q”) should no longer be relied upon. Similarly, earnings releases and investor communications describing the financial statements for the period described above should no longer be relied upon. We identified errors in the accounting for a settlement we entered into with Mack Molding Company which became effective in the first quarter of 2024. Specifically, the Q1 2024 10-Q misstated notes payable, current, notes payable, net of current, accumulated deficit and total stockholders’ equity (deficit), on the face of the unaudited condensed consolidated balance sheet as of March 31, 2024, and cost of goods sold, general and administrative expenses, gain on settlement of contingent liabilities, and interest income (expense), net, on the unaudited condensed consolidated statement of operations, for the three months ended March 31, 2024. On August 14, 2024, we filed an amendment to the Q1 2024 10-Q that restated our financial statements for the three months ended March 31, 2024 to correct the errors described above. Our Board concluded that no recoupment of erroneously awarded compensation was required pursuant to the Clawback Policy because there were no outstanding incentive-based compensation arrangements that were granted, earned, or vested, either in whole or in part, based on any financial reporting measure that was included in the Q1 2024 10-Q.

Delinquent Section 16 Reports

Our executive officers, directors and beneficial owners of more than 10% of our Common Stock are required under Section 16(a) of the Securities Exchange Act of 1934 to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Copies of those reports must also be furnished to us. Based solely on a review of the copies of the reports furnished to us and written representations from certain reporting persons that no other reports were required, we believe that during the year ended December 31, 2024, the reporting persons complied on a timely basis with all Section 16(a) filing requirements applicable to them, other than: (i) a Form 3 filed by I-Tseng Jenny Chan filed on January 29, 2024 due to a delay in obtaining EDGAR codes, (ii) a Form 3 for Chinwei Wang filed on March 29, 2024 due to an administrative oversight by the reporting person, and (iii) Forms 4 for Raymond Chang and I-Tseng Jenny Chan filed on October 24, 2024 due to an administrative oversight by the reporting persons.

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STOCK OWNERSHIP

Beneficial Ownership of Certain Stockholders, Directors and Executive Officers

The following table provides information, as of April 14, 2025, about the beneficial ownership of our Company’s Common Stock by: (1) the persons known to us to be beneficial owners of more than 5% of our Company’s outstanding Common Stock; (2) our directors; (3) each Named Executive Officer (as defined under “Compensation of Named Executive Officers”); and (4) our directors and executive officers as a group. To the best of our knowledge, each such person has sole voting and investment power over the shares shown in this table, except as otherwise indicated. As of April 14, 2025, there were 53 record holders and 1,952,014 outstanding shares of our Common Stock.

The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC and includes voting or investment power with respect to securities. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power and includes any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days after April 14, 2025 through the exercise of any warrant, stock option or other right. The inclusion in this proxy statement of such shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of such shares. Common stock subject to options or warrants currently exercisable, or exercisable within 60 days after April 14, 2025, are deemed outstanding for the purpose of computing the percentage ownership of the person holding those options or warrants but are not deemed outstanding for computing the percentage ownership of any other person.

Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares of Common Stock, except to the extent spouses share authority under community property laws.

	Beneficial Ownership
	Number of Shares	Percent of Total(1)
Greater than 5% Holders
Green Thumb Industries Inc.(2)	7,021,863	49.99	%
Directors and Executive Officers(3)
Benjamin Kovler(4)	15,840	*
Brad Asher	—	*
Max Holtzman(5)	12,089	*
Timothy Mahoney(6)	12,256	*
Peter S. Shapiro(7)	1,300	*
Sanjay Tolia(8)	1,250	*
Armon Vakili(9)	5,000	*
Krishnan Varier(10)	12,960	*
All Directors and Executive Officers as a Group (8 persons)	42,851	2.16	%

____________

* Less than 1%.

(1) The percentages shown with respect to any identified individual or group are calculated by dividing: (i) the sum of (a) the number of shares of Common Stock actually owned as of April 14, 2025 plus (b) the number of shares of Common Stock that may be acquired through the exercise of stock options, warrants or any other rights, the conversion of convertible securities, or the vesting of Restricted Stock Units within 60 days thereof (“Currently Exercisable Awards”) by (ii) the sum of 1,952,014 shares of Common Stock outstanding as of April 14, 2025, plus the amount referenced in clause (i)(b) for such individual or group.

(2) This information is based in part upon an amended Schedule 13D filed jointly by RSLGH, LLC (“RSLGH”), Core Growth, LLC (“Core”), Wellness MGMT, LLC (“Wellness”), For Success Holdings Company (“For Success”), VCP23, LLC (“VCP”), GTI23, Inc. (“GTI23”), and Green Thumb. Consists of (i) 666,661 shares of common stock, (ii) 6,169,702 shares of common stock underlying warrants that are subject to a 49.99% beneficial ownership limitation and that are exercisable within 60 days of April 14, 2025, and (iii) 185,500 shares of common stock underlying warrants that are subject to a 4.99% beneficial ownership limitation and that are exercisable within 60 days of April 14, 2025. Core is the sole member of RSLGH, Wellness is the sole member of Core, For Success is the sole member of Wellness, VCP is the sole shareholder of For Success, GTI23 is the sole member of VCP23, and Green Thumb is the sole shareholder of GTI23. The address of Green Thumb is 325 West Huron Street, Suite 700, Chicago, IL 60654.

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(3) The address of each of the directors and executive officers listed above is c/o Agrify Corporation, 2220 Hicks Road, Suite 210, Rolling Meadows, Illinois 60008.

(4) Consists of (i) 15,000 shares held by Mr. Kovler and (ii) 840 shares held by Mr. Kovler’s daughters.

(5) Consists of (i) 8,568 Restricted Stock Units that may vest within 60 days of April 14, 2025 and (ii) 3,527 Restricted Stock Units that have vested but not settled.

(6) Consists of (i) 31 stock options that may be exercised within 60 days of April 14, 2025, (ii) 9,245 Restricted Stock Units that may vest within 60 days of April 14, 2025 and (iii) 2,987 Restricted Stock Units that have vested but not settled.

(7) Consists of (i) 50 shares held by Mr. Shapiro and (ii) 1,250 Restricted Stock Units that may vest within 60 days of April 14, 2025.

(8) Consists of 1,250 Restricted Stock Units that may vest within 60 days of April 14, 2025.

(9) Consists of 5,000 Restricted Stock Units that may vest within 60 days of April 14, 2025.

(10) Consists of (i) 1,097 shares held by Mr. Varier, (ii) 31 stock options that may be exercised within 60 days of April 14, 2025, (iii) 9,057 Restricted Stock Units that may vest within 60 days of April 14, 2025, and (iv) 2,782 Restricted Stock Units that have vested but not settled.

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EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

During April 2022, our Board of Directors, and on June 8, 2022, our stockholders, adopted and approved the 2022 Omnibus Plan. In January 2024 and in August 2024 our stockholders approved amendments to the 2022 Omnibus Plan. The 2022 Omnibus Plan provides for the grant of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, performance share awards, and other stock-based and cash-based awards to our non-employee directors, officers, employees and non-employee consultants. The aggregate number of shares of Common Stock that may be reserved and available for grant and issuance under the 2022 Omnibus Plan is 184,000 shares. Shares will be deemed to have been issued under the 2022 Omnibus Plan solely to the extent actually issued and delivered pursuant to an award. If any award expires, is cancelled, or terminates unexercised or is forfeited, the number of shares subject thereto is again available for grant under the 2022 Omnibus Plan. The 2022 Omnibus Plan will continue in effect, unless sooner terminated, until the tenth (10) anniversary of the date on which it is adopted by the Board of Directors.

On December 18, 2020, the Company’s Board of Directors, and on January 11, 2021, the Company’s stockholders, adopted and approved the 2020 Omnibus Plan. The 2020 Omnibus Plan provided for the grant of stock options, SARs, performance share awards, performance unit awards, distribution equivalent right awards, restricted stock awards, restricted stock unit awards and unrestricted stock awards to non-employee directors, officers, employees and non-employee consultants of the Company or its affiliates. No shares of Common Stock are reserved or available for grant and issuance under the 2020 Omnibus Plan.

For additional information regarding the above plans, see Note 12 to our audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as amended.

Equity Compensation Plan Table

The following table sets forth information as of December 31, 2024 concerning the number of shares of common stock issuable under our existing equity compensation plans.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Restricted Stock Units, Warrants and Rights	Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights		Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
	(a)	(b)		(c)
Equity compensation plans approved by security holders(1)	103,083	$	56.38	54
Equity compensation plans not approved by security holders	—		—	—
Total	103,083	$	56.38	54

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(1) Consists of our 2022 Omnibus Plan and our 2020 Omnibus Plan.

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EXECUTIVE OFFICERS

Executive Officers of the Company

Following are the names and ages of Agrify’s current executive officers, the year they became a named executive officer, and their principal occupations or employment for at least the past five years.

Name	Age	Experience
Benjamin Kovler	46	Refer to “ITEM 1 — Election of Directors — Nominees for Election” of this Proxy.
Brad Asher	39	Mr. Asher joined Agrify as Chief Financial Officer on March 24, 2025, when he also became a member of Green Thumb’s financial and accounting team. He provides services to Agrify pursuant to a Shared Services Agreement between Agrify and Green Thumb. Prior to joining Green Thumb and the Company, Mr. Asher served as the Chief Financial Officer of Ayr Wellness Inc. from November 2019 to March 2025, after having served as its controller from June 2019 to November 2019. Prior to that, Mr. Asher served in various positions at IgnitionOne, a global ad-tech company, from July 2013 to May 2019, most recently as its Vice President, Controller and a manager at the global accounting firm KPMG from September 2007 to July 2013. Mr. Asher received a bachelor’s degree in accounting from the University of Massachusetts Amherst.

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COMPENSATION OF NAMED EXECUTIVE OFFICERS

This section describes the compensation paid, or payable, for the last two fiscal years to our named executive officers. Our named executive officers during the fiscal year ended December 31, 2024 were Benjamin Kovler, our Chairman and Interim Chief Executive Officer, Raymond Chang, our former Chairman and Chief Executive Officer, David Kessler, our former Chief Science Officer, and Brian Towns, our former Executive Vice President and General Manager of Extraction. Mr. Chang resigned as Chairman and Chief Executive Officer on November 5, 2025, Mr. Towns resigned as our Executive Vice President and General Manager of Extraction on December 3, 2024, and Mr. Kessler ceased serving as our Chief Science Officer on December 31, 2024.

Summary Compensation Table

The table below summarizes the total compensation paid or earned by each of the named executive officers noted below for services rendered in all capacities, during the fiscal years ended December 31, 2024 and 2023. As a smaller reporting company, we are only required to provide two years of compensation information for our named executive officers. Mr. Asher, the Company’s current Chief Financial Officer, joined the Company in March 2025 and thus was not compensated in 2024.

Name and Principal Position	Year	Salary ($)	Stock Awards ($)(1)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-qualified Deferred Compensation Earnings ($)	All Other Compensation ($)(2)	Total ($)
Benjamin Kovler	2024	1	1,115,000	—	—	—	—	1,115,001
Chairman and Interim Chief Executive Officer(3)	2023	—	—	—	—	—	—	—
Raymond Chang	2024	267,077	35,888	—	—	—	52,632	355,597
Former Chairman and Chief Executive Officer(4)	2023	300,070	330,000	—	—	—	29,268	659,338
David Kessler	2024	185,966	16,385	—	—	—	91,083	293,434
Former Chief Science Officer(5)	2023	220,521	310,000	—	—	—	28,588	559,109
Brian Towns	2024	216,927	16,385	—	—	—	—	233,312
Former Executive Vice President and General Manager of Extraction(6)	2023	211,726	310,000	—	—	—	29,268	550,994

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(1) Amounts are based on the aggregate grant date fair value of stock awards and stock option awards made to the Named Executive Officers in the applicable year. The reported amounts are calculated in accordance with the provisions of ASC Topic 718. See Note 13 of the notes to consolidated financial statements included in our Annual Report on Form 10-K filed on March 21, 2025, as amended by Amendment No. 1 thereto filed on March 28, 2025, regarding assumptions underlying the valuation of our equity awards.

(2) Amounts for 2024 represent severance compensation.

(3) Mr. Kovler became the Company’s Interim Chief Executive Officer on November 5, 2024 and was entitled to a salary of $1. He received equity compensation as part of his fees for his service as Chairman of our Board.

(4) Mr. Chang resigned as Chairman and Chief Executive Officer effective November 5, 2024.

(5) Mr. Kessler ceased serving as Chief Science Officer effective December 31, 2024.

(6) Mr. Towns resigned as Executive Vice President and General Manager of Extraction effective December 3, 2024.

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Outstanding Equity Awards at Fiscal Year End

The following table sets forth outstanding equity awards for Named Executive Officers as of December 31, 2024.

Option Awards

Stock Awards

Name

Grant
Date

Vesting
Period

Number of
Securities
Underlying
Unexercised
Options

SEC Form DEF 14A filed by Agrify Corporation