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Picard Medical, Inc. has scheduled a Special Meeting for October 10, 2025 at 8:00 p.m. Eastern Time. The filing reports ownership snapshots based on 73,701,176 outstanding shares as of September 26, 2025, and discloses specific beneficial ownership positions and voting controls for named holders, including Hunniwell Picard I, LLC and Gregory L. Segal's control over Sindex SSI Financing, LLC.
The proxy contains governance and compensation plan language: the Board (or an authorized Committee) serves as Plan Administrator for the Amended and Restated 2021 Equity Incentive Plan, which includes a Share Reserve of 18,000,000 shares to be issued from authorized and unissued or treasury shares. The Plan permits awards such as Options, Warrants, SARs, Restricted Stock, RSUs, cash and other consideration, and authorizes substitutions and anti-repricing provisions consistent with GAAP treatment.
Picard Medical, Inc. Preliminary Proxy materials include an Amended and Restated 2021 Equity Incentive Plan establishing an 18,000,000 share reserve to be issued from authorized unissued or treasury shares. The Plan Administrator will be the Board or a Board-authorized Committee, and until such a Committee is constituted the Board will act as administrator. The filing references mechanics for cancelling and substituting awards, including replacement with options, restricted stock, RSUs, cash or other consideration, and restrictions on repricing under GAAP.
The proxy discloses ownership details used for voting calculations: a total share base of 73,701,176 shares as of September 16, 2025, identifies Hunniwell Picard I, LLC (managed by Hunniwell Picard GP, LLC) and explains the fund ontrollers re subject to a unanimous "rule of two," and notes Gregory L. Segal has voting and dispositive control over shares owned by Sindex SSI Financing, LLC. The document also contains voting/tally figures and percentage stakes shown in the proxy materials.
Bernard Skaggs, Chief Financial Officer of Picard Medical, Inc. (PMI), filed an amended Form 3 reporting two employee stock option awards. The filing shows 102,239 options granted with a $0.71 exercise price (as adjusted) and 408,956 options granted with a $0.71 exercise price (as adjusted). Each grant has a vesting commencement date (first: February 21, 2023; second: November 27, 2023). For both grants one-quarter cliff vests on the first anniversary of the vesting commencement date, with the remainder vesting monthly over the following 36 months, subject to continued service. The exercise price and share amounts were adjusted to reflect a combined forward and reverse split resulting in an overall forward split of 1 for 2.1524. The form was signed by Emily Semon as attorney-in-fact on 08/28/2025.
Picard Medical, Inc. (PMI) reporting person Matt Schuster filed an amended Form 3 disclosing employee stock options granted on June 28, 2024. The filing shows three option awards underlying common stock: 102,239, 408,956, and 68,608 shares, each with an exercise price adjusted to $0.71 after an overall forward split of 1 for 2.1524. Vesting for each award began in 2023 with a one-quarter cliff at the first anniversary and remaining amounts vesting monthly over the following 36 months, subject to continued service. The amendment corrects the conversion/exercise price to reflect the stock split.
Picard Medical, Inc. reporting person Patrick Schnegelsberg, identified as both a director and the company's Chief Executive Officer, filed an amended Form 3 to report equity derivative holdings. The amendment corrects the conversion/exercise price to reflect a combined 1 for 2.1524 forward stock split adjustment (a 1 for 2.2 forward split followed by a 1.0221 for 1 reverse split). The filing shows 2,378,124 employee stock options underlying common stock with an exercise price of $0.71 (as adjusted). The options were granted June 28, 2024, with a vesting commencement date of July 5, 2023: one quarter cliff vested on the first anniversary and the remainder vests monthly over the subsequent 36 months, subject to continued service. The Form 3/A is signed by an attorney-in-fact on behalf of the reporting person.
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