Fractyl Health (GUTS) Proxy filing summary

Executive summary

• Special Meeting scheduled for September 24, 2026, will be held virtually to increase accessibility and reduce costs.

• Only holders of record as of August 21, 2026, are entitled to vote on the matters presented.

• The main item for consideration is a reverse stock split proposal to maintain Nasdaq listing compliance.

Voting matters and shareholder proposals

• Stockholders are asked to approve amendments allowing a reverse stock split at a ratio between 1-for-5 and 1-for-15, at the Board's discretion.

• The reverse stock split aims to increase the per-share trading price to meet Nasdaq's $1.00 minimum bid price requirement.

• Approval requires a majority of votes cast; abstentions have no effect.

• No other proposals or business are currently anticipated for the meeting.

Shareholder rights and capital structure

• The reverse stock split will reduce outstanding shares but not authorized shares, increasing the number of shares available for future issuance.

• All stockholders will be affected uniformly, with no material change to percentage ownership or voting power.

• No fractional shares will be issued; cash will be paid in lieu of fractions.

• The split could have anti-takeover effects by increasing unissued authorized shares.