BioLife Solutions (BLFS) Proxy filing summary

Executive summary

• Agreement and Plan of Merger signed for acquisition, with each share exchanged for $11.25 cash and 0.1442 shares of acquirer's stock.

• Merger involves two-step process, resulting in the target becoming a wholly owned subsidiary.

• Special shareholder meeting scheduled for October 5, 2026, to vote on the merger.

• Supplemental disclosures provided in response to shareholder litigation and demands.

• Forward-looking statements highlight anticipated benefits, risks, and uncertainties related to the merger.

Voting matters and shareholder proposals

• Shareholders are to vote on adoption of the Merger Agreement at a special meeting.

• Proxy materials and supplemental disclosures have been distributed to inform voting.

Board of directors and corporate governance

• Directors and executive officers' interests in the merger, including continued employment and compensation, are disclosed.

• Information about directors and officers is available in annual filings and proxy statements.