Jade Biosciences Inc

This proposal asks stockholders to approve an amendment to the Company’s Articles of Incorporation to add Article X, which waives the right to a jury trial for all Nevada “internal actions” as defined in NRS 78.046 and requires such matters to be tried before a judge. Management is pursuing shareholder approval because Nevada law was amended (effective May 30, 2025) to permit corporations to adopt such a waiver, and the board believes judicial resolution of complex corporate disputes will be more efficient, predictable and cost-effective than jury trials. The board’s rationale emphasizes that judges generally have specialized expertise in corporate law and thus may better resolve technical fiduciary duty, derivative and internal governance disputes. The company notes the waiver is limited to “internal actions” under Nevada law and does not waive jury trials for federal claims, third-party commercial disputes, most employment matters, or litigation outside Nevada; this limits the scope of forfeited rights while addressing intra-corporate litigation. The board considered potential stockholder concerns about losing the jury right and balanced those against potential cost and predictability benefits that could reduce litigation expense and uncertainty. Management also disclosed it consulted independent Nevada counsel and incorporated the new Article X language directly into the proposed amended and restated articles of incorporation. Adoption would become effective upon filing the amended articles with the Nevada Secretary of State and would bind future internal actions filed in Nevada; stockholders should note abstentions and broker non-votes would count against adoption. While the amendment may reduce litigation variability and costs for the company, it also removes a procedural right for stockholders in internal disputes, a factor that stakeholders and litigation risk analysts should weigh when assessing governance protections and potential future disputes.