🧾 What This Document Is

This is a PRELIMINARY PROXY STATEMENT (Form PRE 14A) for InspireMD, Inc. Think of it as the official "meeting agenda" and instruction booklet sent to shareholders ahead of an important vote.

Its purpose is to give shareholders the information they need to vote on company business at the upcoming Annual Meeting of Stockholders on June 3, 2026. It's "preliminary" because it's filed with the SEC for review before the final version is sent out.

📅 The Meeting Details

• When: June 3, 2026, at 10:00 a.m. Eastern Time.
• Where: At the company's offices in Tel Aviv, Israel (with security check-in required).
• Who can vote: You must have been a shareholder of record by the close of business on April 10, 2026 (the "Record Date"). On that date, there were 46,892,979 shares outstanding.
• How to vote: You can vote by telephone, internet, or by mailing a proxy card. Even if you plan to attend, the company recommends voting ahead of time.

👉 Why it matters: This meeting is where shareholders exercise their ownership rights. Your vote directly influences key decisions about the company's leadership and future.

🗳️ What You're Voting On: The Four Proposals

The board of directors recommends voting FOR all four proposals.

1. Proposal 1: Elect Directors

   • What: Elect three directors (Marvin Slosman, Raymond Cohen, Dan Dearen) to the board for a 3-year term.
   • How it passes: By "plurality." The three nominees with the most "FOR" votes win, even if not a majority.
   • Why it matters: You're choosing the people who oversee management and set the company's strategic direction.

2. Proposal 2: Increase Authorized Shares

   • What: Amend the company's charter to increase the number of authorized common shares from 150 million to 250 million.
   • How it passes: Requires a majority of votes cast (FOR votes must exceed AGAINST votes).
   • Why it matters: 🚨 This is a major proposal. The company wants flexibility to issue more stock in the future. This could be for raising capital (which can dilute existing shareholders), paying employees, or making acquisitions. It does not mean they will issue all those shares immediately.

3. Proposal 3: Ratify the Auditor

   • What: Re-appoint Kesselman & Kesselman (a PwC member firm) as the independent accounting firm for 2026.
   • How it passes: Requires a majority of votes cast.
   • Why it matters: Shareholders approve the choice of the "financial referee" who audits the company's books.

4. Proposal 4: Adjourn the Meeting (if needed)

   • What: Allow the meeting to be paused and rescheduled if there aren't enough votes to hold the meeting (establish a quorum) or to approve the first three proposals.
   • Why it matters: It's a procedural safety net to give the company more time to solicit votes if support is initially weak.

👥 Who Runs InspireMD & Who Owns It

• Board & Committees: The board has an Audit Committee (7 meetings in 2025), a Compensation Committee (2 meetings), and a Nominating Committee (1 meeting). The board believes in separating the Chairman (Paul Stuka) and CEO (Marvin Slosman) roles for better oversight.
• Top Shareholders (as of April 10, 2026):
  • Several large investment funds own near the 9.99% maximum due to warrant agreements (e.g., Marshall Wace, OrbiMed).
  • Management & Directors: As a group, they beneficially own 12,614,397 shares (24.98%). Key individuals include:
    • Michael Lawless (CFO): 4,753,265 shares (10.14%)
    • Marvin Slosman (CEO): 2,556,760 shares (5.17%)

👉 Why it matters: It shows a mix of significant institutional investors and a management team with substantial "skin in the game," aligning their interests with other shareholders.

💰 Executive Compensation & Related Deals

• Compensation Philosophy: The company uses salary, bonuses, and equity awards (stock options, restricted stock) to pay executives. Details are in the "Executive Compensation" tables, showing grants and values for 2025 and 2024.
• Related Party Transactions (Self-Dealing Checks):
  • Some directors and officers participated in private stock offerings in 2023 and 2025 alongside other investors. The amounts they invested are listed (e.g., Chairman Paul Stuka invested $241,972 in 2023).
  • A consulting agreement with a family member of the CEO was terminated in July 2025. It had paid up to $120,000 per year.
  • 👉 Why it matters: These disclosures are required to ensure all deals with insiders are transparent and fair to the company. The audit committee reviews and approves them.

⚖️ Big Picture: Strengths & Risks

👍 Strengths / Positive Signals:

• Active, Invested Board: The board and management own a significant chunk of the company, aligning their interests with yours.
• Clear Governance Structure: Established committees (Audit, Comp, Nomination) with independent directors provide oversight.
• Transparency: The filing discloses related party transactions and detailed compensation, allowing for shareholder scrutiny.

⚠️ Risks / Things to Watch:

• Massive Share Increase Request: The jump from 150M to 250M authorized shares is a big ask. If approved, it gives management great flexibility that could lead to future dilution. This is the most critical item to vote on.
• Dependence on Key Individuals: The success of a medical device company like InspireMD is often tied to its CEO and key technical/clinical staff.
• Meeting Logistics: The requirement to pre-register with security for the Israel-based meeting could reduce in-person shareholder participation.

🧠 The Analogy

Think of this like a Homeowner's Association (HOA) annual meeting notice. You (the shareholder) are being told when and where the meeting is. You're being asked to elect the HOA board (Proposal 1), decide if the HOA can take out a bigger future mortgage by raising the debt cap (Proposal 2 - analogous to authorizing more shares), approve the accountant who checks the HOA's finances (Proposal 3), and give the board a tool to reschedule if not enough owners show up (Proposal 4). The proxy statement also shows you who on the board owns the most units and any side deals they've made with the HOA.

🧩 Final Takeaway

InspireMD's annual meeting is a standard governance event with a critical non-standard item: a request to massively increase its authorized shares. While electing directors and ratifying the auditor are routine, shareholders must carefully consider Proposal 2, as it grants the board significant future power that could impact ownership percentages. The document reveals a company with insider alignment but also one seeking strategic financial flexibility.