Vicarious Surgical (RBOT) Proxy filing summary

Executive summary

• A special meeting is scheduled for April 8, 2026, to vote on a reverse stock split proposal for both Class A and Class B common stock at a ratio between 1-for-2 and 1-for-30, with the exact ratio to be determined by the Board.

• The reverse stock split aims to increase the per-share trading price to facilitate potential listing on the Nasdaq Capital Market and attract a broader range of investors.

• The Board has discretion to implement or abandon the reverse split even after shareholder approval, based on market and company conditions.

• The proposal is a response to the recent delisting from the NYSE and current trading on the OTCID market.

Voting matters and shareholder proposals

• Only shareholders of record as of March 16, 2026, are eligible to vote, with each Class A share entitled to one vote and each Class B share to twenty votes.

• The Board recommends voting "FOR" the reverse split proposal; no other matters will be acted upon at the meeting.

• A majority of votes cast is required for approval; abstentions and broker non-votes will not affect the outcome.

• Shareholder 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 retains full discretion over the timing, ratio, and implementation of the reverse split, including the right to abandon the proposal.

• Directors and executive officers have no substantial interests in the reverse split beyond their shareholdings.