Rallybio (RLYB) Proxy Filing summary

Executive summary

• Special Meeting scheduled for January 26, 2026, to vote on a reverse stock split amendment.

• The reverse stock split ratio will range from 1-for-5 to 1-for-20, to be determined by the board.

• The amendment aims to maintain compliance with Nasdaq listing requirements and improve stock liquidity.

• If approved, the board may implement or abandon the split at its discretion before filing.

Voting matters and shareholder proposals

• Only one proposal is up for vote: approval of an amendment to effect a reverse stock split.

• Shareholders of record as of December 30, 2025, are eligible to vote.

• Approval requires a majority of votes cast at the meeting; abstentions and broker non-votes have no effect.

• No other business is currently anticipated for the meeting.

Board of directors and corporate governance

• The board recommends voting in favor of the reverse stock split proposal.

• The board retains authority to select the exact split ratio and to abandon the split if deemed not in the best interest of shareholders.

• Procedures for shareholder proposals and director nominations for the 2026 annual meeting are outlined, with specific deadlines.