Lite Strategy (LITS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for February 12, 2026, to be held virtually, allowing global participation and electronic voting.

• Key proposals include director elections, executive compensation advisory vote, auditor ratification, and approval of a new equity compensation plan.

• Proxy materials are primarily delivered electronically to reduce costs and environmental impact.

• Record date for voting is December 15, 2025, with 36,769,677 shares outstanding and approximately 305 holders of record.

Voting matters and shareholder proposals

• Election of two directors for terms expiring in fiscal 2029.

• Advisory vote on executive compensation (Say-on-Pay).

• Ratification of CBIZ CPAs as independent auditors for fiscal year ending June 30, 2026.

• Approval of the 2026 Omnibus Equity Compensation Plan.

• Procedures for shareholder proposals and director nominations for the 2027 annual meeting are outlined.

Board of directors and corporate governance

• Board consists of six directors, with a mix of independent and non-independent members; 50% are independent as of the proxy date.

• Board is divided into three classes with staggered three-year terms.

• Committees include Audit, Compensation, Nominating and Governance, and Science Committees, each with defined responsibilities.

• Board leadership is separate from executive management, with Frederick W. Driscoll serving as Chair.

• Directors are expected to attend at least 75% of meetings; four of six attended the last annual meeting.

• Code of Ethics and Insider Trading Policy are in place and disclosed.