Picard Medical (PMI) Proxy Filing summary

Executive summary

• A special meeting of stockholders will be held online to approve an amendment to the 2021 Equity Incentive Plan, increasing the share reserve to 18,000,000 and adding warrants as an award type.

• The Board and Compensation Committee believe the amendment is vital for attracting, retaining, and incentivizing key personnel and aligning their interests with long-term stockholder value.

• If the amendment is not approved, there will be insufficient shares for future awards, potentially requiring a shift to cash-based compensation.

Voting matters and shareholder proposals

• The primary proposal is to amend the 2021 Equity Incentive Plan to increase the share reserve and include warrants as an award type.

• The Board unanimously recommends voting FOR the proposal.

• Only stockholders of record as of September 16, 2025, are entitled to vote.

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

Board of directors and corporate governance

• The Board has authority to administer the Amended Incentive Plan and may delegate certain powers to a committee or individual Board member.

• The Board is responsible for recommending and overseeing the proposed plan amendment.