Virtuix Holdings Inc. Class A Common Stock AGM 2026

You may begin. Good morning, everyone, and welcome.

It is now 9:00 A.M. Central Time on Thursday, September 24, 2026, and I hereby call the 2026 annual meeting of stockholders of Virtuix Holdings, Inc. to order. I'm Jan Goetgeluk. I'm the Chief Executive Officer and Chairman of Virtuix, and I'll chair this meeting. This is our first annual meeting of stockholders as a public company. Thank you for being here, and thank you for your investment in Virtuix. With me today is Thomas McGinnis, our Chief Financial Officer. Mr. McGinnis will act as the secretary of the meeting. I will turn to him with any procedural issues that may arise. Our director and chairman of our audit committee, Randolph Read, is with us as well, and so is our President, COO, and Director, David Allan.

Our representatives of EisnerAmper LLP, our independent registered public accounting firm, are also attending and will be available to respond to appropriate questions. Finally, the company has appointed Broadridge Financial Solutions to serve as the inspector of elections for this meeting. Ms. Beth VanDerbeck, a representative of Broadridge Financial Solutions, took the oath of office required by the company's bylaws before the commencement of this meeting, and her executed oath has been submitted to the secretary for inclusion in the minutes. The inspector is hereby authorized to receive, examine, and tabulate proxies and ballots, determine the validity of proxies and ballots, and certify the final results of voting for inclusion in the minutes. We are meeting entirely online. Stockholders and proxy holders who enter the control number can vote and submit questions through the meeting website at www.virtualshareholdermeeting.com/vtx2026.

Anyone without a control number may attend as a guest in listen-only mode. This meeting is being recorded, and no attendee is permitted to make a separate recording of the proceedings. The rules of conduct and procedures for this meeting are posted on the meeting website. Please observe them so that we can complete the business of the meeting in an orderly way. After the formal meeting has been adjourned, we will provide time for general questions. Only validated stockholders may ask questions in the designated fields on the web portal. Out of consideration for others, please limit yourself to one question. Though we may not be able to answer every question, we will do our best to provide a response to as many as possible. Okay, on to the proof of notice and quorum.

The board of directors fixed the close of business on July 29, 2026, as a record date for determining the stockholders entitled to notice of and to vote at this meeting. The notice of annual meeting, the proxy statement, and the company's annual report were mailed or made available to stockholders of records on or about August 10, 2026. An affidavit of mailing will be filed with the minutes. A list of stockholders entitled to vote at this meeting has been available for inspection by any stockholder at our executive offices for the 10 days preceding this meeting and remains available until the close of the meeting. That list will also be filed with the minutes. As of the record date, 29,907,526 shares of Class A common stock and 4 million shares of Class B common stock were outstanding and entitled to vote.

Each share of Class A common stock is entitled to one vote on each matter, and each share of Class B common stock is entitled to 20 votes on each matter, for a total of 109,907,526 votes entitled to be cast at this meeting. Under the company's bylaws, a quorum consists of a majority of the voting power of the shares entitled to vote at the meeting, present by remote communication or represented by proxy. Shares represented by abstentions and by broker non-votes are counted as present for the purpose of determining whether a quorum is present. Broadridge Financial Solutions, which is tabulating the vote, has advised us that holders of shares representing 86,072,228 votes, or approximately 78.31% of the total voting power outstanding on the record date, are present or presented by proxy.

That is more than a majority of the voting power entitled to vote, so a quorum is present, and the meeting is duly convened and may proceed to business. On to the presentation of the proposals. Two proposals are before the meeting today, both described in the proxy statement dated August 6, 2026. The notice of annual meeting and the proxy statement were distributed to stockholders of records and are taken as read. Proposal one is the election of directors. Our board of directors is divided into three classes, each serving a three-year term with one class standing for election each year. The terms of our Class I directors expire at this meeting. The board has nominated three individuals to serve as Class I directors to hold office until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified.

Ugo de Charette, John Cunningham, and Melissa Moore. Mr. de Charette and Mr. Cunningham currently serve as directors of the company. Ms. Moore stands for election as a Class I director for the first time, and Parth Jani, our current Class I director, is not standing for re-election at this meeting. Biographical information for each nominee appears in the proxy statement. Our Class II directors, Mr. David Allan and Mr. Randolph Read, continue in office until the 2027 annual meeting of stockholders. Our Class III directors, myself, Jan Goetgeluk, and Mr. Brett Moyer, until the 2028 annual meeting. Directors are elected by a plurality of the votes cast, so the three nominees receiving the largest number of votes will be elected. Abstentions and broker non-votes are not considered votes cast and will have no effect on the outcome.

The election of directors is not a routine matter, so brokers, banks, and other nominees may not vote shares held for a beneficial owner on this proposal without instructions from that owner. The board of directors unanimously recommends a vote for the election of each nominee. Proposal 2 is the advisory ratification of the appointment of EisnerAmper LLP as the company's independent registered public accounting firm for the fiscal year ending March 31, 2027. M&K CPAS, PLLC served as the company's independent registered public accounting firm for fiscal years 2005 and 2006. The audit committee has appointed EisnerAmper LLP for the fiscal year ending March 31, 2027. Stockholder ratification of this appointment is not required. Under SEC regulations and NASDAQ listing requirements, the company's independent registered public accounting firm is engaged, retained, and supervised by the audit committee.

The audit committee and the boards believe that submitting the appointment to stockholders, however, is appropriate as a matter of good corporate governance, and it gives stockholders an opportunity to provide input on a key governance issue. If stockholders do not ratify the appointment, the audit committee will evaluate the results of the vote, consider the reasons for it to the extent they are known, and determine whether retaining EisnerAmper LLP or appointing a different firm would be in the best interest of the company and its stockholders. The committee is not required to appoint a different firm, and it may appoint one at any time during the year if it determines that a change would be in those interests. This proposal requires the affirmative vote of a majority of the votes cast. Abstentions are not considered votes cast and will have no effect on the outcome.

This proposal is a routine matter, so brokers, banks, and other nominees may vote shares held for a beneficial owner on this proposal, even without instructions from that owner. The board of directors unanimously recommends a vote for proposal 2. Representatives of EisnerAmper LLP are attending this meeting and will have the opportunity to respond to appropriate questions. All right, on to the opening and closing of the polls. Internet and telephone voting closed at 11:59 P.M. Eastern Time last night. It is now 9:10 A.M. Central Time on September 24, 2026, and the polls are now open for voting during this meeting. Any stockholder of record who has not yet voted or who wants to change a vote already cast may do so now using the voting link on the meeting website. A vote cast during the meeting supersedes any proxy previously submitted.

If you already voted and don't want to change that vote, you don't need to do anything further. Beneficial owners who hold shares in street name may vote during the meeting only if they have obtained a legal proxy from their bank, broker, or audit committee. I'll now pause for voting until voting is complete. All right. It is now 9:11 A.M. Central Time. There being no further votes to be cast, I declare the polls closed. Thomas, do we have preliminary voting results?

We do. I will now report the preliminary voting results as certified by the Inspector of Elections. Proposal 1, election of directors. Ugo de Charette, 82,530,594 votes for, 420,906 votes withheld. John Cunningham, 82,870,817 votes for, 80,683 votes withheld. Melissa Moore, 82,870,753 votes for and 80,747 votes withheld. Each nominee received a plurality of the votes cast. Ugo de Charette, John Cunningham, and Melissa Moore are elected as Class I directors to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified. Proposal 2, advisory ratification of EisnerAmper LLP. 85,819,980 votes for, 58,370 votes against, 193,878 abstentions. The proposals received the affirmative vote of a majority of the votes cast and the appointment of EisnerAmper LLP as the company's independent registered public accounting firm for the fiscal year ending March 31st, 2027, is ratified on an advisory basis. These results are preliminary. Final voting results will be reported in a current report on Form 8-K, which we expect to file with the Securities and Exchange Commission within four business days after this meeting.