ARS Pharmaceuticals (SPRY) Proxy filing summary

Executive summary

• Achieved successful commercial launch of neffy, the first FDA- and EC-approved needle-free epinephrine treatment, with strong early adoption and over 22,500 prescribers in the U.S. and global approvals in Europe, China, Japan, Australia, and Canada.

• Ended 2025 with $245 million in cash, cash equivalents, and short-term investments, supporting operations through cash-flow breakeven and enabling continued investment in commercial growth.

• Expanded direct-to-consumer initiatives and patient access programs, including a $0 copay program and school partnerships, driving increased awareness and prescription volume.

• Advanced pipeline with a Phase 2b trial for intranasal epinephrine in chronic spontaneous urticaria, with interim data expected in the second half of 2026.

Voting matters and shareholder proposals

• Four proposals scheduled: election of three Class III directors for three-year terms, ratification of Ernst & Young LLP as independent auditor for 2026, advisory approval of executive compensation, and advisory vote on frequency of say-on-pay (Board recommends annual vote).

• Board recommends voting FOR all director nominees, FOR auditor ratification, FOR executive compensation, and for a ONE YEAR frequency on say-on-pay.

Board of directors and corporate governance

• Board consists of ten members, divided into three classes with staggered three-year terms; majority are independent per Nasdaq standards.

• Board leadership is separated between Chair and CEO; committee chairs report annually to the Board.

• Board diversity is valued, with emphasis on a mix of skills, experience, and backgrounds.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Commercial, all with independent members.

• Code of Business Conduct and Ethics applies to all officers, directors, and employees.