The meeting cleared the way for expanded equity programs, preferred stock conversions, and merger-related issuances.

January 30, 2026

Leadership Stability Through Board Re-Election

DarioHealth held its 2026 Annual Meeting of Stockholders on January 29, with all seven proposals on the table receiving approval. The meeting covered board appointments, capital structure updates, and key actions tied to past financing and M&A activity. Together, these measures give the company added flexibility to execute on its growth strategy in the months ahead.

All nominated directors were re-elected with strong shareholder support. That includes Hila Karah, Dennis Matheis, Dennis M. McGrath, Erez Raphael, Yoav Shaked, Lawrence Leisure, and Adam K. Stern. Each will continue to serve through the next annual meeting. The results point to alignment between the board’s current direction and shareholder expectations.

Audit Oversight Confirmed

Shareholders voted to ratify the appointment of Kesselman & Kesselman, a PricewaterhouseCoopers member firm, as DarioHealth’s independent auditor for 2026. The outcome reinforces continuity in financial reporting and oversight.

Preferred Share Conversion Ratified

One of the more technical but important proposals involved the conversion of 25,605 Series D, D-1, D-2, and D-3 preferred shares into nearly 1.7 million common shares. The move formalizes equity issued in private placements that closed in late 2024 and early 2025.

The vote also covered additional common shares tied to:

• Dividend rights associated with the preferred shares


• Lock-up agreements tied to Series B and C preferred stock

Altogether, it gives the company a cleaner equity picture and helps align investor interests.

Support for Twill-Related Issuances

As part of its February 2024 acquisition of Twill Inc., DarioHealth issued warrants and restricted stock units to various stakeholders. Shareholders have now approved the issuance of common stock tied to those instruments, ensuring compliance with Nasdaq listing rules and allowing the company to finalize its integration of the deal on solid footing.

Expanding the Equity Incentive Plan

The authorized pool under DarioHealth’s 2020 Equity Incentive Plan is increasing by 500,000 shares. That expansion gives the company added capacity to offer stock-based compensation—an important tool for hiring, retention, and performance alignment in a competitive talent market.

Advisory Approval of Executive Compensation

A non-binding resolution on named executive officer compensation also passed. While not mandatory, the result signals shareholder agreement with the company’s current pay structures.

Charter Amendment on Bylaws

Finally, shareholders approved a proposal that gives the board the right to amend DarioHealth’s bylaws going forward. That change streamlines future decision-making and allows the board to act with greater flexibility when governance adjustments are needed.

Each item on the agenda passed with wide margins, indicating broad investor support. With the meeting complete, DarioHealth has what it needs—clear mandates, approved mechanisms, and an aligned board—to continue pushing forward in 2026.