Vicarious Surgical (RBOT) investor relations material

Executive summary

• Special meeting scheduled for January 9, 2026, to approve the exercise of Common Warrants for up to 2,300,000 shares of Class A common stock issued on October 7, 2025, under NYSE rules.

• The board recommends voting in favor of the proposal, which is necessary for the company to potentially raise up to $11.7 million in gross proceeds if all warrants are exercised for cash.

• The offering was conducted to address cash and funding requirements, with $5.9 million already raised through a registered direct offering and concurrent private placement.

• Failure to approve the proposal would prevent warrant exercise, potentially impacting the company's ability to fund operations and requiring additional shareholder meetings.

Voting matters and shareholder proposals

• Only shareholders of record as of December 10, 2025, are eligible to vote, with each Class A share entitled to one vote and each Class B share to twenty votes.

• Proposal 1 seeks approval for the exercise of Common Warrants; a majority of votes cast is required for approval.

• Abstentions and broker non-votes will have no effect on the outcome.

• Shareholders can vote by internet, phone, or mail, and may change or revoke proxies before the meeting.

• Proposals for the 2026 annual meeting must be received by January 3, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• The board unanimously recommends voting "FOR" Proposal 1.

• Directors and employees may solicit proxies without additional compensation; Broadridge Financial Solutions is engaged for proxy distribution and collection.