Cingulate (CING) Proxy filing summary

Executive summary

• Annual Meeting scheduled for July 9, 2026, to be held virtually, with voting on key proposals including director election, auditor ratification, equity plan amendment, and potential adjournment.

• Board recommends voting FOR all proposals on the agenda, including the election of Jeff Hargroves as Class II director and the amendment to the 2021 Omnibus Equity Incentive Plan.

• Proxy materials and annual report are available online, and shareholders can vote electronically, by phone, or by mail.

Voting matters and shareholder proposals

• Proposals include: (1) election of Jeff Hargroves as Class II director until 2029, (2) ratification of KPMG LLP as independent auditor for 2026, (3) amendment to increase shares under the 2021 Equity Incentive Plan by 625,000, and (4) adjournment of the meeting if necessary.

• Board recommends voting FOR all proposals.

• Shareholders of record as of May 18, 2026, are entitled to vote; quorum is one-third of outstanding shares.

• Procedures for proxy voting, revocation, and broker non-votes are detailed.

Board of directors and corporate governance

• Board to be reduced from seven to five members after the meeting; Jeff Hargroves nominated as Class II director.

• Board divided into three classes with staggered terms; Falcon Creek Capital Advisor retains rights to designate up to two directors.

• Majority of directors are independent per Nasdaq rules; committees include Audit, Compensation, and Nominating and Corporate Governance.

• Board met 17 times in 2025; all directors attended at least 75% of meetings.

• Corporate Governance Guidelines and Code of Business Conduct and Ethics are in place.