T3 Defense (DFNS) Proxy filing summary

Executive summary

• Special Meeting scheduled for June 18, 2026, to vote on four key proposals related to securities issuance and corporate structure changes.

• Proposals address compliance with Nasdaq rules, capital structure flexibility, and maintaining listing requirements.

• Board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal One: Approve issuance of common stock upon exercise of warrants from the February 2026 Private Placement, potentially exceeding 20% of outstanding shares.

• Proposal Two: Approve issuance of common stock upon conversion of Series B Preferred Stock, waiving the 19.99% Preferred Exchange Cap.

• Proposal Three: Grant Board authority for 18 months to enact a reverse stock split at a ratio between 1-for-2 and 1-for-250.

• Proposal Four: Approve adjournment of the meeting to solicit additional proxies if needed.

• Each proposal has specific voting thresholds and effects on shareholder rights and capital structure.

Board of directors and corporate governance

• Board has fixed May 21, 2026, as the record date for voting eligibility.

• Directors and executive officers have no substantial interests in the proposals beyond their share ownership.

• Board recommends voting “FOR” all proposals.