Onemednet Corp

This management proposal requests shareholder approval to increase the authorized share reserve under OneMedNet’s Amended and Restated 2022 Equity Incentive Plan by 1,000,000 shares, raising the fixed reserve to 3,357,223 shares and continuing the plan’s existing governance features. Management frames the increase as necessary to maintain a competitive equity program for recruiting, retaining, and incentivizing employees, directors, consultants and advisors, and indicates the requested number represents about 1.7% of outstanding shares as of the determination. The Compensation Committee based the request on historical grant practices, expected future grants, recent trading prices, and an evaluation of dilution, and it notes that as of August 11, 2026 only 826,417 shares remained available for future grants under the plan. The plan includes several governance protections — e.g., no discounted options or SARs, no repricing without shareholder approval, forfeiture for cause, clawback provisions, director award limits, and Compensation Committee administration — which management emphasizes to mitigate dilution and align management with stockholders. The proposal is not contingent on the reverse split proposal, and management discloses insiders and executives are eligible for awards under the plan, creating an inherent conflict of interest; compensation committee oversight and independent director administration are cited as mitigants. If shareholders reject the increase, management warns of potential difficulty in meeting anticipated equity grant needs, which could hinder talent retention and recruitment. The proposal’s material terms and the full plan text are included as Appendix A, allowing review of specifics including types of awards, adjustment provisions for corporate events, and change-in-control treatment. Given the broad discretion retained by the Committee over grants and the disclosed large outstanding RSU positions already held by executives, analysts should weigh the trade-off between potential dilution and the company’s need to preserve a functioning equity program in a competitive labor market when evaluating the merits of the proposal.

This management proposal asks shareholders to authorize an amendment to the Company’s Certificate of Incorporation permitting the Board to effect — or to refrain from effecting — a reverse stock split at any time prior to the 2027 annual meeting at a ratio chosen by the Board between 1-for-5 and 1-for-20. The Board frames the reverse split as a tool primarily to regain compliance with Nasdaq’s $1.00 minimum bid price, following a notification that the Company was not in compliance and with an October 12, 2026 deadline to regain compliance; the authorization would give the Board discretion over timing and exact ratio to optimize market and listing considerations. Management outlines potential benefits (raising trading price, attracting institutional investors, improving marketability, and maintaining Nasdaq listing) and explicitly acknowledges potential negatives including adverse market perception, reduced liquidity, and the historical risk that post-split prices can fall back to pre-split levels. The proposal also contemplates administrative adjustments — e.g., proportional adjustment of shares reserved under equity plans, rounding up fractional shares, and no change to total authorized capital — and reserves the Board’s right to abandon the split even after shareholder approval if deemed not in stockholders’ best interests. The Board’s ability to select the precise ratio is intended to provide flexibility given market conditions and tradeoffs between price per share and outstanding share count; however, this discretion concentrates significant authority with management, which could raise governance concerns for some investors. The Company discloses that a reverse split is not guaranteed to achieve Nasdaq compliance and that other listing requirements could still lead to delisting, so effectiveness depends on market reaction as well as execution. Analysts should evaluate the split in the context of Nasdaq compliance urgency, current trading liquidity, potential dilution effects from adjusted plan reserves, and existing insider holdings and related-party transactions when judging whether the split is likely to produce long-term shareholder value.