Marimed (MRMD) Proxy filing summary

Executive summary

• Special Meeting scheduled for October 28, 2026, to vote on a reverse stock split and potential adjournment if needed.

• The reverse stock split aims to increase share price to meet NYSE American or Nasdaq listing requirements.

• Board has discretion to set the split ratio between 1-for-50 and 1-for-100 or abandon the split.

• No reduction in authorized shares; only outstanding shares will be affected.

• Board recommends voting in favor of both proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve amendment for reverse stock split at a ratio between 1-for-50 and 1-for-100.

• Proposal 2: Approve adjournment of the meeting if more time is needed to solicit votes.

• Both proposals are considered routine, allowing brokers to vote uninstructed shares.

• Majority of outstanding shares required for Proposal 1; majority of shares present for Proposal 2.

• No other matters are expected to be presented at the meeting.

Board of directors and corporate governance

• Board retains full discretion to implement or abandon the reverse stock split after shareholder approval.

• Directors and executive officers have a direct interest in increasing share value but no unique material interest in the proposals.

• Procedures for shareholder nominations and proposals for the 2027 annual meeting are outlined, including deadlines and requirements.