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: election of Jeff Hargroves as Class II director, ratification of KPMG LLP as auditor, amendment to the 2021 Omnibus Equity Incentive Plan, and adjournment if needed.

• Proxy materials and annual report are available online, with voting accessible by mail, phone, or internet.

Voting matters and shareholder proposals

• Proposals include: electing Jeff Hargroves as Class II director (term to 2029), ratifying KPMG LLP as auditor for 2026, amending the equity plan to add 625,000 shares, and approving adjournment if necessary.

• Board unanimously recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2027 meeting by January 29, 2027, and director nominations between March 11 and April 10, 2027.

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; independent directors meet regularly in executive session.

• Falcon Creek Capital Advisor LLC retains rights to designate up to two directors, subject to ownership thresholds.

• Committees: Audit, Compensation, and Nominating & Corporate Governance, all comprised of independent directors.

• Board leadership structure reviewed periodically; currently, John A. Roberts serves as Chairman.