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.

• Only holders of common shares as of September 4, 2026, are entitled to vote; Series B Preferred Shares do not have voting rights for this meeting.

Voting matters and shareholder proposals

• Proposal 1: Approve an amendment to effect a reverse stock split at a ratio between 1-for-50 and 1-for-100, with the exact ratio set by the board.

• Proposal 2: Approve adjournment of the meeting if more time is needed to solicit votes for Proposal 1.

• Board recommends voting FOR both proposals.

• Approval of Proposal 1 requires a majority of outstanding common shares; abstentions count as votes against.

• Approval of Proposal 2 requires a majority of shares present or represented by proxy.

Board of directors and corporate governance

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

• No director or executive officer has a material interest in the proposals beyond their status as shareholders.

• Procedures for shareholder proposals and director nominations for the 2027 annual meeting are outlined, with specific deadlines.