SCHEDULE: Galloway Capital Takes 7.56% Stake in T Stamp, Urges Strategic Review

Galloway Capital Partners, LLC and Bruce Galloway have disclosed a 7.56% beneficial ownership in T Stamp Inc, advocating for a strategic review to enhance shareholder value.

Summary

• Galloway Capital Partners, LLC and Bruce Galloway (Reporting Persons) beneficially own 396,800 shares of T Stamp Inc's Class A Common Stock.
• This represents approximately 7.56% of the 5,243,832 shares outstanding as of October 31, 2025.
• The shares were acquired through open market purchases from July 2025 through November 2025 at an aggregate average price of approximately $3.76 per share.
• The Reporting Persons believe T Stamp Inc's share price is undervalued, trading at a significant discount to its revenues and intrinsic value.
• They urge the company's management to retain an investment bank or strategic advisor to explore options such as a sale, merger, or acquisition to enhance shareholder value.
• Recent purchases include 27,400 shares at $3.07 on September 15, 2025, and 22,500 shares at $4.37 on November 10, 2025.

Sentiment

Score: 8

Explanation: The sentiment is highly positive regarding the intrinsic value and strategic potential of T Stamp Inc, despite the current market undervaluation. The Reporting Persons' significant investment and active advocacy for M&A reflect strong confidence in future value realization.

Positives

• A significant institutional investor has taken a substantial stake, indicating confidence in the company's underlying value.
• The investor believes the company's share price is undervalued and trading at a significant discount to its revenues and intrinsic value.
• The company operates in the fast-growing podcast segment of the media sector.
• Peers in the sector have been acquired at multiples of up to 10x revenues, suggesting potential upside for T Stamp Inc.
• The company is considered one of the most visible in its sector.

Negatives

• The current market valuation of T Stamp Inc is perceived as significantly undervalued by the Reporting Persons.

Risks

• The market may not recognize the intrinsic value of T Stamp Inc, leading to continued undervaluation.
• Management may not pursue the strategic alternatives suggested by the Reporting Persons, potentially limiting shareholder value enhancement.
• General market, industry, and economic conditions could negatively impact the Issuer's securities.
• Liquidity of the Issuer's securities could be a factor in future transactions.

Future Outlook

The Reporting Persons intend to continuously review their investment in T Stamp Inc and may acquire additional securities or sell existing holdings based on ongoing evaluation of the Issuer's business, financial condition, operations, prospects, and strategic alternatives. They plan to engage with the Board and management regarding performance, operations, governance, capital allocation, and strategy, and strongly advocate for exploring a sale, merger, or acquisition to enhance shareholder value.

Management Comments

• "We believe the Company's share price is undervalued and trading at a significant discount to its revenues and intrinsic value."
• "Several of its peers have been acquired at multiples of up to 10x revenues."
• "Podcasts are a fast-growing segment of the media sector and traditional media companies are acquiring podcast companies."
• "We believe the Company is one of the most visible companies in its sector."
• "We urge the management of the Company to retain an investment bank or strategic advisor to explore options to enhance shareholder value through a sale, merger or acquisition."

Industry Context

The filing highlights the rapid growth of the podcast segment within the broader media sector, noting a trend of traditional media companies acquiring podcast-related businesses. This context suggests a favorable environment for T Stamp Inc, especially given its perceived visibility in the sector and the potential for strategic M&A activities.

Comparison to Industry Standards

• Peers in the podcast/media sector have been acquired at multiples of up to 10x revenues, suggesting T Stamp Inc's current valuation is significantly lower than potential M&A benchmarks.
• The company is positioned as "one of the most visible companies in its sector," implying a strong market presence compared to competitors.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for significant value appreciation if strategic alternatives (sale, merger, acquisition) are pursued and successful, or if the market re-rates the stock to its perceived intrinsic value.
• Management/Board: Will face pressure from a significant shareholder to consider strategic changes and potentially engage with investment bankers.
• Employees: Potential for changes in company structure or ownership if a sale or merger occurs.

Next Steps

• Reporting Persons will continue to review their investment in T Stamp Inc.
• Reporting Persons may acquire additional securities or sell existing holdings.
• Reporting Persons may engage with the Board and management regarding performance, operations, governance, capital allocation, and strategy.
• Reporting Persons urge management to retain an investment bank or strategic advisor to explore a sale, merger, or acquisition.

Key Dates

Recommendation

The filing reveals a significant institutional investor has taken a substantial stake, explicitly stating the company is 'undervalued' and trading at a 'significant discount' to its intrinsic value and revenues. The investor's call for a strategic review, including potential M&A, in a fast-growing sector where peers have been acquired at high multiples (up to 10x revenues), suggests a strong catalyst for value realization. This active engagement by a major shareholder, coupled with the perceived undervaluation, presents a compelling 'strong buy' opportunity for investors seeking potential upside from strategic actions.

Keywords

T Stamp Inc, Galloway Capital Partners, Schedule 13D, Shareholder Activism, Undervalued Stock, Merger Acquisition, Strategic Review, Podcast Industry, Common Stock, Investment