T3 Defense (DFNS) investor relations material

Executive summary

• Special meeting scheduled virtually for Nov. 30, 2026; Board recommends FOR Proposals 1–4.

• Proposals seek 1.275 million equity-plan shares, reverse-split authority, CEO equity issuances, and adjournment authority.

Voting matters and shareholder proposals

• Proposal 1 seeks approval of the Second 2026 Equity Incentive Plan and 1,275,000 shares; approval requires a majority of common shares present or represented and entitled to vote.

• Proposal 2 seeks Board discretion for one or more reverse splits, from 1-for-2 to 1-for-250, within two years; votes FOR must exceed votes AGAINST.

• Proposal 3 seeks approval of quarterly CEO share issuances and a separation award; majority of votes cast is required, including majority support from holders other than the CEO and affiliates.

• Proposal 4 would permit adjournment to seek proxies if votes are insufficient or a quorum is absent; approval requires a majority of voting power present and entitled to vote.

Board of directors and corporate governance

• Compensation Committee consisted solely of independent directors; it met three times from July 2 to Oct. 26, 2026, to consider the CEO award, and the CEO did not participate in deliberations or the Board vote.

• Board unanimously recommends FOR Proposals 1–3 and recommends FOR the adjournment proposal.