Picard Medical (PMI) Proxy Filing summary

Executive summary

• Special Meeting scheduled for March 10, 2026, to be held online for all stockholders of record as of February 6, 2026.

• Two main proposals: increasing authorized capital stock and approving issuance of additional shares exceeding 20% of outstanding shares.

• Board unanimously recommends voting in favor of both proposals to support future capital needs and compliance with NYSE rules.

Voting matters and shareholder proposals

• Proposal 1: Amend Certificate of Incorporation to increase authorized capital stock from 180,000,000 to 330,000,000, including an increase in common stock from 150,000,000 to 300,000,000.

• Proposal 2: Approve issuance of additional common stock exceeding 20% of outstanding shares under a purchase agreement, to comply with NYSE American Rule 713.

• Board recommends voting FOR both proposals; failure to approve Proposal 2 will require repeated special meetings until approval is obtained.

Board of directors and corporate governance

• Board retains discretion to abandon the authorized shares amendment if deemed not in the best interest of the company or stockholders prior to filing.

• Proxies may vote on other business that arises at the meeting at their discretion.