Spectral AI (MDAI) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 29, 2026, with both in-person and virtual attendance options.

• Proxy materials, including the Notice of Meeting, Proxy Statement, and Annual Report on Form 10-K, are available online and by request.

Voting matters and shareholder proposals

• Election of five directors to serve until the next annual meeting or until successors are elected and qualified.

• Ratification of Forvis Mazars, LLP as independent registered public accounting firm for fiscal year 2026.

• Authorization to reserve and issue shares of common stock for sale to Hudson Bay Master Fund Ltd. under a Securities Purchase Agreement dated October 24, 2025.

• Provision to transact any other business that may properly come before the meeting.

Board of directors and corporate governance

• Board recommends voting in favor of all three main proposals.

• Director nominees include Dr. J. Michael DiMaio, Richard Cotton, Martin Mellish, Deepak Sadagopan, and Marion Snyder.