Picard Medical (PMI) Proxy Filing summary

Executive summary

• Special meeting scheduled for March 10, 2026, to be held online for increased participation.

• Record date for voting is February 6, 2026, with 73,701,176 shares of common stock outstanding and entitled to vote.

• Main purpose is to consider and vote on an amendment to increase authorized shares of capital stock and common stock.

Voting matters and shareholder proposals

• Proposal to amend the Certificate of Incorporation to increase authorized capital stock from 180,000,000 to 330,000,000 and common stock from 150,000,000 to 300,000,000.

• Board unanimously recommends voting FOR the proposal.

• Voting can be done online, by phone, mail, or during the virtual meeting; proxies can be revoked before voting.

• Abstentions count as votes against; broker non-votes have no effect.

• Board may abandon the amendment even after approval if deemed not in the best interest of the company.

Shareholder rights and capital structure

• Amendment would not affect authorized preferred stock, which remains at 30,000,000 shares.

• Additional shares would have rights identical to current common stock; no preemptive rights for holders.

• Increase in authorized shares could have anti-takeover effects, though not intended as such.

• Issuance of new shares may dilute existing shareholders' equity and voting rights.

• Board retains discretion to issue new shares without further shareholder approval, except as required by law or exchange rules.