NRX Pharmaceuticals, Inc. Announces Results of 2025 Annual Meeting of Stockholders and Key Amendment to Equity Plan

WILMINGTON, DE, March 24, 2026 – NRx Pharmaceuticals, Inc. (NASDAQ: NRXP), a Delaware-incorporated pharmaceutical company, has released the results of its 2025 Annual Meeting of Stockholders held on March 23, 2026. The meeting included several significant agenda items, with direct implications for current and potential investors, including an amendment to its Omnibus Incentive Plan, director elections, auditor ratification, and a say-on-pay vote regarding executive compensation.

Key Points from the Annual Meeting

• Amendment to 2021 Omnibus Incentive Plan Approved:
  • Shareholders overwhelmingly approved Amendment No. 1 to the 2021 Omnibus Incentive Plan. The main change increases the annual “evergreen” share reserve provision, which determines how many new shares can be automatically added to the plan each year for equity compensation grants.
  • The amendment boosts the maximum annual automatic share increase from the lesser of:
    • 1% of shares outstanding or a board-determined number,

    to the lesser of:

    • 3,187,234 shares,
    • 5% of shares outstanding (on a fully diluted basis) as of the last day of the prior fiscal year, or
    • such number as determined by the Board of Directors.
  • This change could potentially result in greater equity dilution for shareholders but also provides the company with enhanced flexibility to attract and retain talent through equity compensation.
• Election of Class I Directors:
  • Chaim Hurvitz and Michael Taylor were elected as Class I directors, each for a three-year term expiring at the 2028 annual meeting or until a successor is duly elected and qualified.
  • The vote tally for Mr. Hurvitz was 9,858,733 For, 841,471 Withheld, with 7,157,034 Broker Non-Votes. Mr. Taylor received similar support.
• Approval of Executive Compensation (Say-on-Pay):
  • Shareholders approved, by advisory vote, the compensation of the company’s named executive officers.
• Ratification of Independent Auditor:
  • Weinberg & Company, P.A. was ratified as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

What Shareholders Need to Know

• The “Evergreen” Increase Is Potentially Price Sensitive:
  • The approved increase in the annual share reserve under the Omnibus Incentive Plan is significant. If the company regularly issues the maximum number of shares allowed, this could lead to dilution of existing shareholders’ equity over time, potentially impacting share value.
  • However, the move is also intended to ensure the company can remain competitive in attracting and retaining high-quality employees and executives, which could be beneficial for long-term growth and company performance.
• Board and Governance Stability:
  • The re-election of experienced directors signals continuity in governance and strategic direction, which may be reassuring for long-term investors.
• Say-on-Pay Approval:
  • The advisory approval of executive compensation indicates shareholder support for current leadership and its compensation structure.
• Auditor Ratification:
  • Ratification of Weinberg & Company, P.A. as the independent auditor signals continued confidence in the company’s financial oversight and reporting.

Other Noteworthy Information

• The company’s common stock (trading symbol: NRXP) and warrants (NRXPW) continue to be listed on the Nasdaq Stock Market LLC.
• NRX Pharmaceuticals, Inc. is not classified as an “emerging growth company.”

Potential Impact on Share Price

The amendment to the Omnibus Incentive Plan, which increases the potential dilution ceiling, is the most notable development for investors. While this provides the company with greater flexibility to issue equity awards, it could lead to increased dilution in the future if new shares are issued up to the revised limits. Investors should monitor future equity issuances and their impact on per-share metrics closely. The election of directors and ratification of the auditor are considered routine matters, while the say-on-pay outcome is supportive but not typically price moving unless there is negative sentiment.

Disclaimer: This summary is for informational purposes only and does not constitute investment advice. Investors should review the company’s definitive proxy statement and filings with the SEC for complete details and consult a professional advisor before making investment decisions. The potential for share dilution, as a result of the amended incentive plan, should be carefully considered in the context of individual investment objectives and risk tolerance.

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