T3 Defense (DFNS) Proxy filing summary

Executive summary

• Annual Meeting scheduled for August 5, 2026, with voting rights for holders of common and Series B Convertible Preferred Stock as of July 9, 2026.

• Supplement clarifies details regarding the 2026 Evergreen Equity Incentive Plan and its interaction with a planned reverse stock split.

• Forward-looking statements address timing and risks related to the reverse stock split.

Voting matters and shareholder proposals

• Stockholders are asked to approve the 2026 Evergreen Equity Incentive Plan, authorizing 22,000,000 shares for grant.

• The plan includes an annual automatic increase of 8% of the prior year's available shares for up to ten years, starting August 1, 2027.

• The number of shares under the plan will not be adjusted for the upcoming reverse stock split unless the split occurs after plan adoption.

Executive compensation and say-on-pay

• The 2026 Evergreen Equity Incentive Plan is designed to provide equity-based compensation to eligible participants.