UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) | |
| ☒ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☐ | Soliciting Material under § 240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. | |
| ☐ | Fee paid previously with preliminary materials. | |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
SNAIL, INC.
Notice of 2026 Annual Meeting of Stockholders
to be Held on May 27, 2026
April 17, 2026
Dear Stockholder:
You are cordially invited to attend the 2026 Annual Meeting of the Stockholders (the “2026 Annual Meeting” or the “Annual Meeting”) of Snail, Inc., a Delaware corporation (“we,” “us,” “Snail” or the “Company”). The Annual Meeting will be held virtually on May 27, 2026 at 10:00 a.m. (Pacific Time). The Annual Meeting will be a virtual meeting of stockholders, which will be conducted via a live audio webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/SNAL2026. We believe a virtual meeting provides expanded access, improves communication, enables increased stockholder attendance and participation, allows our employee stockholders around the world to attend the Annual Meeting, and provides cost savings for our stockholders and Snail.
At our Annual Meeting you will be asked:
| 1. | To elect the following eight (8) nominees for director named in the accompanying proxy statement to our Board of Directors (the “Board of Directors”) to hold office until our next annual meeting of stockholders and until their successors are duly elected and qualified: Hai Shi, Jim Tsai, Heidy K. Chow, Peter Kang, Ying Zhou, Neil Foster, Sandra Pundmann and Ryan Jamieson; | |
| 2. | To ratify the appointment of BDO USA, P.C. as the independent registered public accounting firm for Snail for the fiscal year ending December 31, 2026; and | |
| 3. | To conduct any other business properly brought before the Annual Meeting. |
These items of business are more fully described in the proxy statement (the “Proxy Statement”) accompanying this Notice of Annual Meeting of Stockholders. We are currently not aware of any other matters that will come before the Annual Meeting. If any other matters properly come before at the Annual Meeting, it is intended that the persons designated as proxies will vote upon such matters in accordance with their best judgment. We expect that this Proxy Statement and the other proxy materials, along with our Annual Report on Form 10-K for the year ended December 31, 2025, will be distributed to stockholders starting on or about April 16, 2026.
The record date for the Annual Meeting is April 15, 2026 (the “Record Date”). Only stockholders at the close of business on the Record Date may vote at the Annual Meeting or any adjournment thereof. A complete list of such stockholders will be available electronically by request to [email protected] for examination by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting.
Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting
to be held on May 27, 2026 at 10:00 a.m. (Pacific Time)
via the internet at www.virtualshareholdermeeting.com/SNAL2026
The Proxy Statement and 2025 Annual Report to Stockholders are available at: www.proxyvote.com.
In the event of an adjournment, postponement or emergency that may change the Annual Meeting’s time or date, Snail will make an announcement, issue a press release or post information at investor.snail.com to notify stockholders, as appropriate. If you have any questions or need assistance in voting your shares, please write to Snail Investor Relations at 12049 Jefferson Blvd, Culver City, California 90230 or by email at [email protected].
By Order of the Board of Directors
| /s/ Heidy K.Chow |
Heidy K. Chow
Chief Financial Officer, Secretary and Director
Culver City, California
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO VIRTUALLY ATTEND THE ANNUAL MEETING. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE PROXY CARD, OR VOTE OVER THE TELEPHONE OR INTERNET AS INSTRUCTED IN THESE MATERIALS, AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING. EVEN IF YOU HAVE VOTED BY PROXY, YOU MAY STILL VOTE IF YOU ATTEND THE ANNUAL MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE ANNUAL MEETING, YOU MUST OBTAIN A PROXY ISSUED IN YOUR NAME FROM THAT RECORD HOLDER IN ORDER TO BE ENTITLED TO VOTE AT THE ANNUAL MEETING.
Table of Contents
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Snail, Inc.
12049 Jefferson Blvd
Culver City, California 90230
Proxy Statement
for the 2026 Annual Meeting Of Stockholders
This summary highlights information contained elsewhere in this proxy statement (this “Proxy Statement”). It does not contain all of the information you should consider, and you should read the entire Proxy Statement carefully before voting. References in this Proxy Statement to the “Company,” “Snail,” “Snail, Inc.,” “we,” “us,” and “our” refer to Snail, Inc., a Delaware corporation. The Notice of 2026 Annual Meeting of Stockholders, Proxy Statement and a proxy card or voting instruction form, as applicable, are being distributed and made available to the holders of our Class A common stock, $0.0001 par value per share (the “Class A Common Stock”) and Class B common stock, $0.0001 par value per share (the “Class B Common Stock”), collectively referred to as “shareholders,” starting on or about April 17, 2026. Our principal executive offices are located at 12049 Jefferson Blvd, Culver City, CA 90230.
Annual Meeting Information
| Date and Time: | May 27, 2026 at 10:00 a.m. (Pacific Time) |
| Meeting Place: | Virtual at www.virtualshareholdermeeting.com/SNAL2026 |
| Record Date: | April 15, 2026 |
| Voting: | Each share of Class A Common Stock is entitled to one vote per share and each share of Class B Common Stock is entitled to ten votes per share on all matters presented at the Annual Meeting. |
This year’s Annual Meeting will be an entirely virtual meeting. You will be able to attend the Annual Meeting and vote your shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/SNAL2026. There will be no physical in person meeting.
It is important that your shares be represented and voted at the Annual Meeting. Even if you plan to attend the virtual Annual Meeting, please vote your shares in advance so that your vote will be counted if you later decide not to attend the virtual Annual Meeting. Stockholders should vote by marking, signing and dating the accompanying proxy card, and returning it promptly. If your shares are held in an account at a bank, broker or other nominee, please check the materials provided to you by your broker, bank or other nominee to determine how you may vote your shares.
Voting Matters and the Board’s Recommendation
| Agenda Item | Board Vote Recommendation | Page Reference | ||
| Election of eight directors | FOR each Director Nominee | 8 | ||
| Ratification of the appointment of BDO USA, P.C. as the independent registered public accounting firm for Snail for the fiscal year ending December 31, 2026 | FOR | 17 |
In addition to these matters, stockholders may be asked to vote on such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof.
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Questions And Answers About These Proxy Materials And Voting
Why are you having a virtual annual meeting?
The Annual Meeting will be held in a virtual-only meeting format, via live video webcast that will provide stockholders with the ability to participate in the Annual Meeting, vote their shares and ask questions. We believe that a virtual meeting will enable expanded access and increased stockholder attendance and participation.
How can I attend a virtual annual meeting?
The Annual Meeting will be held on May 27, 2026 at 10:00 a.m. (Pacific Time) via live teleconference.
Only stockholders of record and beneficial owners of shares of Class A Common Stock and Class B Common Stock as of the close of business on April 15, 2026, the Record Date, may attend the Annual Meeting, including voting and asking questions during the virtual Annual Meeting. You will not be able to attend the Annual Meeting physically in person.
You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/SNAL2026. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in these proxy materials.
As part of the registration process, you must enter the 16-digit control number located on your proxy card or voting instruction form. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process.
On the day of the Annual Meeting, May 27, 2026, stockholders may begin to log in to the virtual-only Annual Meeting 15 minutes prior to the Annual Meeting. The Annual Meeting will begin promptly at 10:00 a.m. Pacific Time.
Can I ask questions at the virtual Annual Meeting?
Stockholders as of our Record Date who attend and participate in our virtual Annual Meeting will have an opportunity to submit questions live via the internet during a designated portion of the meeting. These stockholders may also submit a question in advance of the Annual Meeting by registering at www.proxyvote.com. In both cases, stockholders must have available their 16-digit control number provided on their proxy card or voting instruction form.
Who can vote at the Annual Meeting?
Only stockholders of record at the close of business on the Record Date of April 15, 2026, will be entitled to vote at the Annual Meeting. On the Record Date, there were 13,873,422 shares of Class A Common Stock and 28,748,580 shares of Class B Common Stock outstanding and entitled to vote.
Stockholder of Record: Shares Registered in Your Name
If, on April 15, 2026, your shares were registered directly in your name with Snail’s transfer agent, Equiniti Trust Company, LLC (“Equiniti”), then you are a stockholder of record. As a stockholder of record, you may vote at the Annual Meeting or vote by proxy.
Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy over the telephone or on the internet as instructed below (see “How do I vote?”) or complete, date, sign and return the proxy card mailed to you to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Nominee
If, on April 15, 2026, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name.” The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from your broker, bank or other nominee.
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What am I voting on?
There are two matters scheduled for a vote:
| ● | to elect the eight (8) nominees for director named in this Proxy Statement to our Board of Directors (the “Board” or the “Board of Directors”) to hold office until our next annual meeting of stockholders and until their successors are duly elected and qualified; and | |
| ● | to ratify the appointment of BDO USA, P.C. (“BDO”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026 (the “Auditor Ratification Proposal”). |
What if another matter is properly brought before the Annual Meeting?
The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons named in the accompanying proxy card or their duly authorized substitutes will vote the shares for which you grant your proxy on those matters in accordance with their best judgment.
What is the Board’s voting recommendation?
The Board recommends that you vote your shares:
| ● | “FOR” the election of each of the director nominees; and | |
| ● | “FOR” the Auditor Ratification Proposal. |
How do I vote?
Regarding the election of directors, you may either vote “FOR” the nominees to the Board or you may “Withhold” your vote for any nominee you specify. For the Auditor Ratification Proposal, you may vote “FOR” or “Against” or abstain from voting.
The procedures for voting depend on whether your shares are registered in your name or are held by a bank, broker or other nominee:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote your shares in one of two ways: either by proxy or at the virtual Annual Meeting, If you choose to have your shares voted by proxy, you may vote by proxy over the telephone, vote by proxy through the internet, or vote by proxy by completing and returning by mail a proxy card that you have received. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote even if you have already voted by proxy. Voting at the Annual Meeting will have the effect of revoking your previously submitted proxy (see “Can I change my vote after submitting my proxy?” below). The procedures for voting are as follows:
| By Internet: | If you choose to submit a proxy by internet, go to www.voteproxy.com to complete an electronic proxy card. Have your proxy card in hand when you access the website and follow the instructions. Your internet vote must be received by 11:59 p.m. Eastern Time on May 26, 2026 to be counted. | |
| By Telephone: | If you choose to submit a proxy by telephone, dial 1-800-690-6903 from any touch-tone telephone, and follow the instructions on the proxy card. | |
| By Mail | If you choose to submit a proxy by mail, complete, sign, date, and mail your proxy card in the enclosed, postage-prepaid envelope. | |
| At Meeting (Virtual) | You may also vote virtually at the meeting by attending the meeting through www.virtualshareholdermeeting.com/SNAL2026. To attend the Annual Meeting and vote your shares, you must register for the Annual Meeting and provide the control number located on your proxy card. |
Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Nominee
If you are a beneficial owner of shares registered in the name of your broker, bank, or other nominee, you should have proxy materials containing voting instructions from that organization rather than from Snail. Follow the instructions from your broker, bank or other nominee included with these proxy materials, or contact your broker, bank or other nominee to request a voting instruction form.
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How many votes do I have?
On each matter to be voted upon, you have one vote for each share of Class A Common Stock and ten votes for each share of Class B Common Stock you own as of April 15, 2026, the Record Date.
What if I return a proxy card or otherwise vote but do not make specific choices?
If you are a record holder and return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “FOR” the election of each of the director nominees and “FOR” the Auditor Ratification Proposal. If any other matter is properly presented at the Annual Meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.
Will my vote be kept confidential?
Proxies, ballots and voting tabulations are handled on a confidential basis to protect your voting privacy. This information will not be disclosed, except as required by law.
Who is paying for this proxy solicitation?
The accompanying proxy is solicited on behalf of the Board for use at the Annual Meeting. Accordingly, the Company will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees of the Company will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other nominees for the cost of forwarding proxy materials to beneficial owners.
Can I change my vote after submitting my proxy?
Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:
| ● | You may submit another properly completed proxy card with a later date. | |
| ● | You may grant a subsequent proxy by telephone or through the internet. | |
| ● | You may send a timely written notice that you are revoking your proxy to Snail’s Secretary at 12049 Jefferson Blvd, Culver City, California 90230; provided, however, if you intend to revoke your proxy by providing such written notice, we advise that you also send a copy via email to [email protected]. | |
| ● | You may attend and vote at the Annual Meeting. Simply attending the Annual Meeting will not, by itself, revoke your proxy. |
Your most current proxy card or telephone or internet proxy is the one that is counted, so long as it is provided within the applicable deadline.
If your shares are held by your broker, banker or other nominee, you should follow the instructions provided by your broker, bank or other nominee to change your vote or revoke your vote.
When are stockholder proposals for inclusion in our Proxy Statement for the 2026 Annual Meeting due?
Stockholders wishing to present proposals for inclusion in our Proxy Statement for the 2027 annual meeting of stockholders (the “2027 Annual Meeting”) pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must submit their proposals so that they are received by us at our principal executive offices no later than December 18, 2026. Proposals should be sent to our Secretary at 12049 Jefferson Blvd, Culver City, California 90230.
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When are other proposals and stockholder nominations for the 2026 Annual Meeting due?
With respect to proposals and nominations not to be included in our Proxy Statement pursuant to Rule14a-8 of the Exchange Act, our amended and restated bylaws (our “Bylaws”) provide that stockholders who wish to nominate a director or propose other business to be brought before the stockholders at an annual meeting of stockholders must notify our Secretary by a written notice, which notice must be received at our principal executive offices not less than 120 days nor more than 150 days prior to the anniversary date of the immediately preceding year’s annual meeting of stockholders.
Stockholders wishing to present nominations for director or proposals for consideration at the 2027 Annual Meeting under these provisions of our Bylaws must submit written notice to our Secretary so that such notice is received at our principal executive offices not earlier than December 28, 2026, and not later than January 27, 2027, in order to be considered. In the event that the 2027 Annual Meeting is to be held on a date that is not within 30 days before or 70 days after the one-year anniversary of the 2026 Annual Meeting, then a stockholder’s notice must be received by the Secretary no earlier than 120 days prior to such annual meeting and no later than the later of 70 days prior to the date of the meeting or the 10th day following the day on which we make a public announcement of the date of the 2027 Annual Meeting. In addition to satisfying the deadlines above and complying with the advance notice provisions of our Bylaws, a stockholder’s notice relating to a nomination for director must comply with the additional requirements of Rule 14a-19 and must be received no later than March 28, 2027.
In order for stockholders to give timely notice of nominations for directors for inclusion on a universal proxy card in connection with the 2027 Annual Meeting, notice must be submitted by the same deadline as disclosed above under the advance notice provisions of our Bylaws and such notice must include all the information in the notice required by our Bylaws and by Rule 14a-19(b) under the Exchange Act and such stockholders must comply with all of the requirements of Rule 14a-19 under the Exchange Act.
Nominations or proposals should be sent in writing to our Secretary at 12049 Jefferson Blvd, Culver City, California 90230. A stockholder’s notice to nominate a director or bring any other business before the 2027 Annual Meeting must set forth certain information, which is specified in our Bylaws. A complete copy of our Bylaws may be found in the Corporate Governance section of the Investors section of our website at investor.snail.com. Information on or accessible through our website is not incorporated by reference in this Proxy Statement.
What are “broker non-votes”?
Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker, bank or other nominee holding the shares as to how to vote on a non-routine matter. Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker, bank or other nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker, bank or other nominee can still vote the shares with respect to matters that are considered to be “routine,” but cannot vote the shares with respect to “non-routine” matters. Under the rules and interpretations of The New York Stock Exchange (“NYSE”), which generally apply to all brokers, banks or other nominees, on voting matters characterized by NYSE as “routine,” NYSE member firms have the discretionary authority to vote shares for which their customers do not provide voting instructions. On non-routine proposals, such “uninstructed shares” may not be voted by member firms. The only “non-routine” matter on the agenda for the Annual Meeting is Proposal No. 1: Election of Directors. The Auditor Ratification Proposal is considered a “routine” matter for this purpose, and brokers, banks or other nominees generally have discretionary voting power with respect to such proposal. Broker non-votes will be counted for the purpose of determining whether a quorum is present at the Annual Meeting.
How many votes are needed to approve each proposal, and what are the effects of abstentions, votes to withhold, and broker non-votes?
| Proposal | Vote Required | Voting Options | Effect of Abstentions (or the Withholding of Authority) | Effect of Broker Non-Votes | ||||
Proposal 1: Election of Directors | Plurality — the eight (8) director nominees who receive the most “FOR” votes will be elected to serve on the Board | “FOR” “WITHELD” | No effect | No effect | ||||
Proposal 2: The Auditor Ratification Proposal | The affirmative vote of the holders of a majority of the votes cast on this proposal. | “FOR” “AGAINST” “ABSTAIN” | No effect. | Not applicable |
None of the proposals, if approved, will entitle stockholders to appraisal rights under Delaware law or our charter.
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What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid stockholder meeting. A quorum will be present if stockholders holding at least a majority of the total voting power of all outstanding securities of the Company generally entitled to vote are present or represented by proxy at the Annual Meeting. Virtual attendance at our Annual Meeting constitutes “presence” for purposes of a quorum at the meeting.
Your shares will be counted towards the quorum only if you submit a valid proxy by mail, over the phone or through the internet (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote at the Annual Meeting. Abstentions, votes to “Withhold” and broker non-votes will be counted towards the quorum requirement. If there is no quorum, then either the chair of the Annual Meeting or the holders of a majority of shares present at the Annual Meeting or represented by proxy may adjourn the meeting to another date. At any adjourned Annual Meeting at which a quorum is present, any business may be transacted that might have been transacted at the Annual Meeting as originally notified. If the adjournment is for more than 30 days, or if after that adjournment a new record date is fixed for the adjourned Annual Meeting, a notice of the adjourned Annual Meeting shall be given to each stockholder of record entitled to vote at the adjourned Annual Meeting.
How can I find out the results of the voting at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be disclosed in a Current Report on Form 8-K that we expect to file with the SEC within four (4) business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K with the SEC within four (4) business days after the Annual Meeting, we intend to file a Form 8-K to publish the preliminary results within four business days after the Annual Meeting and file an additional Form 8-K to publish the final results within four business days after the final results are known to us.
If you have any questions or need assistance in voting your shares, please write to Snail Investor Relations at [email protected].
JOBS Act Explanatory Note
We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).
For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies but not to “emerging growth companies,” including, but not limited to:
| ● | not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act; | |
| ● | not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the consolidated financial statements; | |
| ● | reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and | |
| ● | exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. |
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We could be an emerging growth company until the earliest of: (a)(i) the last day of the fiscal year following the fifth anniversary of the closing of our initial public offering; (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion; or (iii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year and (b) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. Under Section 107(b) of the JOBS Act, emerging growth companies may delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail ourselves of this provision of the JOBS Act. As a result, we will not be subject to new or revised accounting standards at the same time as other public companies that are not emerging growth companies. Therefore, our consolidated financial statements may not be comparable to those of companies that comply with new or revised accounting pronouncements as of public company effective dates.
We are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.
Because we have elected to take advantage of certain reduced disclosure obligations and may elect to take advantage of other reduced reporting requirements in future filings, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.
Corporate Information
Snail Games USA, Inc. (“Snail Games USA”) was incorporated in the State of California on September 22, 2009. Snail, Inc. (“Snail”) was incorporated in the State of Delaware on January 11, 2022. Concurrently with our initial public offering, Snail and Snail Games USA consummated transactions, as a result of which, (i) Snail became a holding company, with its principal asset consisting of all of the shares of common stock of Snail Games USA and (ii) Snail controls the business and affairs of Snail Games USA and its subsidiaries.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
The
Board of Directors knows of no matters to come before the Annual Meeting other than the matters referred to in this Proxy Statement.
However, if any other matters should properly come before the meeting, the person named in the enclosed proxy intends to vote in accordance
with her best judgment. No director, nominee for election as director, or executive officer of Snail has any special interest in any
matter to be voted upon other than election to the Board of Directors.
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PROPOSAL NO. 1: ELECTION OF DIRECTORS
The Company’s Board of Directors is presently comprised of eight (8) members. All directors are elected by the stockholders at each annual meeting to serve from the time of their election until the date of the annual meeting of stockholders next following the annual meeting at which such director was elected. The current Board of Directors is comprised of Hai Shi, Jim Tsai, Heidy K. Chow, Peter Kang, Ying Zhou, Neil Foster, Sandra Pundmann and Ryan Jamieson.
The Nominating and Corporate Governance Committee of the Board has recommended, and the Board has approved, the nomination of Hai Shi, Jim Tsai, Heidy K. Chow, Peter Kang, Ying Zhou, Neil Foster, Sandra Pundmann and Ryan Jamieson as directors for a one-year term expiring at the 2027 Annual Meeting and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Each of Mr. Shi, Mr. Tsai, Ms. Chow, Mr. Kang, Ms. Zhou, Mr. Foster, Ms. Pundmann and Mr. Jamieson is currently a director of the Company. (i) Ms. Zhou was recommended by our Chief Executive Officer, Mr. Hai Shi, (ii) Mr. Foster and Ms. Pundmann were each recommended by a third-party search firm, and (iii) Mr. Jamieson was recommended by one of our independent directors. Directors are elected by a plurality of the votes of the holders of shares present or represented by proxy and entitled to vote on the election of directors. The eight (8) nominees receiving the highest number of “FOR” votes will be elected.
Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. If any nominee should become unavailable to serve for any reason, it is intended that votes will be cast for a substitute nominee designated by the Nominating and Corporate Governance Committee and approved by the Board. We have no reason to believe that any nominee named will be unable to serve if elected.
Nominees for Director and Continuing Directors
The names and ages of the nominees and continuing directors, length of service with the Company and Board committee memberships are set forth in the table below.
| Name | Age | Director Since | Current Term Expires | Independent | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | |||||||
| Nominees | ||||||||||||||
| Hai Shi* | 53 | 2022 | 2026 | |||||||||||
| Jim Tsai | 67 | 2022 | 2026 | |||||||||||
| Heidy K. Chow | 47 | 2022 | 2026 | ✓ | Chair | |||||||||
| Peter Kang | 44 | 2022 | 2026 | ✓ | ||||||||||
| Ying Zhou | 52 | 2022 | 2026 | Chair | ||||||||||
| Sandra Pundmann | 66 | 2022 | 2026 | ✓ | Chair | ✓ | ||||||||
| Neil Foster | 64 | 2022 | 2026 | ✓ | ✓ | ✓ | ||||||||
| Ryan Jamieson | 46 | 2023 | 2026 | ✓ | ✓ |
*Chair of the Board of Directors
A brief biography of each nominee and each continuing director is also set forth below, which includes information, as of the date of this Proxy Statement, regarding specific and particular experience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate Governance Committee and the Board to believe that the director should serve on the Board.
Director Nominees
Hai Shi. Mr. Shi has been a member of our Board of Directors since January 11, 2022. Since March 27, 2023, he has served as our Chief Strategy Officer. From April 15, 2024 until September 30, 2025, he served as our Co-Chief Executive Officer, and since October 1, 2025, he has served as our sole Chief Executive Officer. Mr. Shi has been a member of Snail Games USA’s Board of Directors since its incorporation and served as Snail Games USA’s Chief Executive Officer from its inception to November 2021. He has also served as a director of Indiev. Inc. since 2018. Prior to forming Snail Games USA, Mr. Shi has served as founder and chair of the board of directors of Suzhou Snail Digital Technology Co., Ltd. since April 2001, and he served as its Chief Executive Officer until December 2025. Currently Mr. Shi is serving as a Director of Suzhou Snail Digital Technology Co., LTD. Mr. Shi has been an active participant in the gaming industry for more than twenty years. Mr. Shi holds a Bachelor of Fine Arts from Nanjing Normal University.
We believe Mr. Shi’s executive management roles and gaming experience make him well qualified to continue serving as our Chair of the Board of Directors.
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Jim Tsai. Mr. Tsai has been a member of our Board of Directors since January 11, 2022. He has been a member of Snail Games USA Inc.’s Board of Directors since November 2021. He also served as the Chief Executive Officer of Snail, Inc. from November 2021 to April 15, 2024. He previously served as Snail Games USA’s Chief Operating Officer from October 2020 to November 2021. From October 2015 to September 2020, Mr. Tsai served as Chief Executive Officer of SDE Inc., a video game developer company. Prior to that, Mr. Tsai served as Vice President of Snail Games USA from April 2014 to September 2015. Mr. Tsai holds a Bachelor of Fine Arts from Chinese Culture University.
We believe Mr. Tsai’s experience in executive management roles and gaming experience make him well qualified to continue serving as our director.
Heidy K. Chow. Ms. Chow has been a member of our Board of Directors since January 11, 2022. She has been a member of Snail Games USA’s Board of Directors since November 2021. She has served as its Chief Financial Officer since September 2020. Prior to joining the Company, Ms. Chow was a partner with the Pun Group, LLP from August 2015 to September 2020. From July 2014 to June 2015, Ms. Chow served as a manager of Ernst and Young, a certified public accounting and advisory firm. Since December 2019, Ms. Chow has also served as a director and chair of the audit committee for Franklin Wireless Corp. Since June 2024, Ms. Chow has also served as one of the independent board members for VirnetX Holding Corporation. Ms. Chow holds a Bachelor of Science degree from California Polytechnic University of Pomona. Ms. Chow is currently a licensed CPA from the California Board of Accountancy.
We believe Ms. Chow’s experience overseeing complex enterprises as a public company director and her extensive financial management expertise make her well qualified to continue serving as our director.
Peter Kang. Mr. Kang has been a member of our Board of Directors since January 11, 2022. He has been a member of Snail Games USA’s Board of Directors since November 2021. He served as Snail Games USA’s Chief Operating Officer from December 2021 to September 2024, a role he previously held from December 2012 to October 2020. Mr. Kang currently serves as Snail, Inc.’s Vice President, Director of Business Development and Operations, a position he began in September 2024. He also served as Snail Games USA’s Vice President of Business Development from October 2020 to November 2021, and also served as director of Snail Games USA’s business development unit between 2015 and 2020 and as a producer of our game operations team between 2012 and 2015. From 2018 to 2021, Mr. Kang acted as a representative of the Managing Director for Eminence Corp. DBA Noiz.gg. Mr. Kang holds a Bachelor of Science in Microbiology, Immunology and Molecular Genetics from the University of California at Los Angeles.
We believe Mr. Kang’s extensive experience in the gaming industry together with his executive management experience makes him well qualified to continue serving as our director.
Ying Zhou. Ms. Zhou has been a member of our Board of Directors since January 11, 2022. She has been a member of Snail Games USA’s Board of Directors since November 2021. Since September 2020, Ms. Zhou has served as Chief Executive Officer of SDE Inc., a gaming investment company. Since November 2000, Ms. Zhou served as vice president of Suzhou Snail Digital Technology Co., Ltd., and since 2011, Ms. Zhou served as a director for Suzhou Snail Digital Technology Co., Ltd. Ms. Zhou holds a Bachelor of Fine Arts from Nanjing Normal University.
We believe Ms. Zhou’s experience in executive management roles and gaming experience make her well qualified to continue serving as our director.
Neil Foster. Mr. Foster has been a member of our Board of Directors since November 9, 2022. Since 2018 Mr. Foster has served as Chief Executive Officer of Pagurian Advisors Inc., a strategic, operational, and financial consultancy. Mr. Foster has over 30 years of experience in senior leadership positions at the nexus of technology and media with executive functional oversight including finance, strategy, technology, human resources, and legal. His executive career spans senior operating roles navigating the digital transformation of media in the recorded music business with Sony Music Entertainment (SONY) and in video gaming with Take-Two Interactive (TTWO). From 2015 until the company’s sale to Paltalk in late 2016, Mr. Foster previously served on the board of SNAP Interactive, Inc., a publicly traded developer and operator of dating applications for social networking websites and mobile platforms. Mr. Foster began his career as a management consultant at McKinsey & Company, Inc. He holds a BComm undergraduate degree from the University of Toronto, an MBA from Harvard University, and is a Canadian Chartered Accountant.
We believe Mr. Foster’s experience in finance and operations in media companies makes him well qualified to continue serving as our director.
Sandra Pundmann. Ms. Pundmann has been a member of our Board of Directors since November 9, 2022. Since 2022, Ms. Pundmann has served as Executive Vice President, Chief Audit & Risk Officer at Warner Bros. Discovery, Inc., a leading global media and entertainment company. She retired as a Senior Partner from Deloitte, a global accounting and professional service firm, where she served from 1996 to 2021. From 2015 to 2020, Ms. Pundmann was the U.S. Managing Partner of Internal Audit within Risk and Financial Advisory, a member of the Global Internal Audit Executive team, America’s Operational Risk leader and a senior Technology, Media & Telecommunications (TMT) partner serving start-up to Fortune 10 companies in a variety of industries. Since 2022, Ms. Pundmann has served as a director for Edward Jones. Ms. Pundmann has an MBA from the University of Missouri-St. Louis and a Bachelor of Science in Accounting and Computer Information Systems from Missouri State University.
We believe Ms. Pundmann’s experience in serving technology and media companies and extensive governance, audit, financial, risk management, accounting and internal controls experience arising from 40 years of public and corporate roles make her well qualified to serve as a director.
Ryan Jamieson. Mr. Jamieson has been a member of our Board of Directors since November 10, 2023. Mr. Jamieson has over 20 years of experience in IT audit, IT risk management and information security, including experience with cybersecurity-related matters. From June 2023 to present, Mr. Jamieson is Founder and Principal of Knit Security, a cybersecurity consultancy. From June 2021 to June 2023, Mr. Jamieson was the Head of Advisory Services, vCISO, and Principal Consultant of Redacted, Inc. From January 2020 to June 2021, Mr. Jamieson was Client Technology IT Risk Lead of EY. From October 2018 to January 2020, Mr. Jamieson was the Business Information Security Officer at SpotX. Prior positions include leading security efforts at Take-Two Interactive Software and holding a number of IT Risk-related roles at American Express. Mr. Jamieson began his career as an enlisted soldier in the United States Army.
We believe Mr. Jamieson’s experience in IT audit and IT risk management, including technology controls and cybersecurity-related matters, makes him well qualified to serve as a director.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF EACH NAMED NOMINEE.
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INFORMATION REGARDING THE BOARD OF DIRECTORS
AND CORPORATE GOVERNANCE
This section describes key corporate governance guidelines and practices that we have adopted. Complete copies of our Corporate Governance Guidelines, the charters of the committees of the Board and our Code of Business Conduct and Ethics, described below, can be found in the Corporate Governance section of the Investors section of our website at investor.snail.com. Alternatively, you can request a copy of any of these documents free of charge by writing to: Heidy K. Chow, Chief Financial Officer & Secretary, c/o Snail, Inc., 12049 Jefferson Blvd, Culver City, California 90230. Information on or accessible through our website is not incorporated by reference in this Proxy Statement.
Executive Officers
Set forth below is certain information regarding our executive officers.
| Name | Age | Position(s) | ||
| Hai Shi | 53 | Chief Executive Officer, Chief Strategy Officer, and Chairman of the Board of Directors | ||
| Heidy K. Chow | 47 | Chief Financial Officer and Director | ||
| Peter Kang | 44 | Senior Vice President, Director of Business Development and Operations, and Director |
For a summary of the business experience of each of our executive officers, see “Proposal No. 1— Election of Directors” above.
Controlled Company Exemption
Mr. Shi and Ms. Zhou beneficially own shares of our common stock representing more than 50% of the voting power of our outstanding common stock. As a result, we are a “controlled company” under the Nasdaq Stock Market LLC (“Nasdaq”) corporate governance standards. As a controlled company, exemptions under the standards free us from the obligation to comply with certain corporate governance requirements, including the requirements:
| ● | that we have a compensation committee or nominating and corporate governance committee; | |
| ● | that a majority of our board of directors consist of “independent directors,” as defined under the rules of Nasdaq; | |
| ● | that any corporate governance and nominating committee or compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and | |
| ● | that we have an annual performance evaluation of the nominating and governance committees and compensation committee. |
These exemptions do not modify the independence requirements for our Audit Committee, and as a result, we fully comply with the requirements of Rule 10A-3 of the Exchange Act and the rules of Nasdaq regarding the independence requirements for our Audit Committee.
Board Composition
Our Board of Directors currently consists of eight (8) members. Our amended and restated certificate of incorporation provides that until the first date on which the founder no longer beneficially owns more than 50% of the total voting power of our outstanding voting securities or we no longer qualify as a “controlled company” under Nasdaq Listing Rule 5615(c)(1) as in effect on November 8, 2022, (the “Effective Date”) all of the directors will be elected annually at the annual meeting of stockholders, and after the Effective Date, except as provided in the terms of any series of preferred stock our board of directors will be divided into three classes of directors, designated as Class I, Class II and Class III, with the classes to be as nearly equal in number as possible, and with the directors serving three-year terms.
Director Independence
Our Board of Directors determined that each of Sandra Pundmann, Neil Foster and Ryan Jamieson is an “independent director” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq, representing 37.5% of our eight (8) directors. In making these determinations, our Board of Directors reviewed information provided by the directors and us with regard to each director’s business and personal activities and current and prior relationships as they may relate to us and our management, including the beneficial ownership of our capital stock by each non-employee director and any transactions involving them.
Board Diversity
We are committed to diversity and inclusion, and the highly diverse nature of our Board reflects that commitment. We believe that a variety of experiences and points of view contributes to a more effective decision-making process.
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Meetings of the Board of Directors
The Board oversees our business. It establishes overall policies and standards and reviews the performance of management. During the fiscal year ended December 31, 2025, the Board held seven meetings. Each Board member attended 75% or more of the aggregate meetings of the Board and of the committees on which they served held during the period for which they were a director or committee member. The Company’s directors are encouraged to attend our annual meetings of stockholders, but we do not currently have a policy relating to director attendance. In 2025, six of our directors attended our annual meetings of stockholders.
Our Independent Directors meet from time to time in executive session. The Board and each of our standing independent committees typically holds an executive session of non-management directors (all of whom are Independent Directors) as a part of every regularly scheduled quarterly meeting.
Information Regarding Committees of the Board of Directors
Our Board of Directors has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance committee, each of which has the composition and the responsibilities described below. In addition, from time to time, special committees may be established under the direction of our Board of Directors when necessary to address specific issues. Each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee operates under a written charter approved by our Board of Directors.
Audit Committee
The Board has a separately designated standing Audit Committee established in accordance with Section 3(a)(58) of the Exchange Act. The Audit Committee was established by the Board to assist the Board in its oversight of the integrity of our financial statements and internal controls, and our compliance with legal and regulatory requirements. In addition, the Audit Committee assists the Board in its oversight of the qualification, independence and performance of our independent registered public accounting firm and recommends to the Board the appointment of our independent registered public accounting firm.
The members of our Audit Committee are Sandra Pundmann, Neil Foster and Ryan Jamieson. Ms. Pundmann is the chair of our Audit Committee. Our Board of Directors has affirmatively determined that Ms. Pundmann and Messrs. Foster and Jamieson each meet the requirements for independence under current Nasdaq listing standards and SEC rules and regulations. As a result, all members of our Audit Committee meet the applicable independence requirements under applicable Nasdaq listing rules and Rule 10A-3 of the Exchange Act.
In addition, our Board of Directors has determined that each member of our Audit Committee is financially literate, and that Ms. Pundmann is an “audit committee financial expert” as defined in Item 407(d) of Regulation S-K promulgated under the Securities Act. In making that determination, the Board relied on the past business experience of Ms. Pundmann. Please see the description of the business experience for Ms. Pundmann under the heading “Nominees for Director and Continuing Directors—Director Nominees”. This designation does not impose any duties, obligations or liabilities that are greater than are generally imposed on members of our Audit Committee and our Board of Directors.
Our Audit Committee is directly responsible for, among other things:
| ● | appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm; | |
| ● | discussing with our independent registered public accounting firm their independence from management; | |
| ● | reviewing with our independent registered public accounting firm the scope and results of their audit; | |
| ● | approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; | |
| ● | overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; | |
| ● | reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements; and | |
| ● | establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters. |
Our Audit Committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of the Nasdaq. In 2025, the Audit Committee met four times. The Audit Committee charter can be found in the Corporate Governance section of the Investors section of our website at investor.snail.com. Information on or accessible through our website is not incorporated by reference in this Proxy Statement. The Audit Committee charter grants the Audit Committee authority to obtain, at our expense, advice and assistance from internal and external legal, accounting or other advisors and consultants and other external resources that the Audit Committee considers necessary or appropriate in the performance of its duties.
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As required by its charter, the Audit Committee conducts a self-evaluation at least annually. The Audit Committee also reviews and assesses the adequacy of its charter at least annually and recommends any proposed changes to the Board for its consideration.
The Board annually reviews the Nasdaq listing standards’ definition of independence for Audit Committee members and has determined that all members of our Audit Committee are “financially literate” under Nasdaq listing standards and that members of the Audit Committee received no compensation from the Company other than for service as a director.
Report of the Audit Committee of the Board of Directors
The Audit Committee reviews the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for the preparation and integrity of the consolidated financial statements and the reporting process, including establishing and monitoring the system of internal financial controls. In this context, during fiscal year 2025, the Audit Committee met and held discussions with management and BDO USA, P.C. (“BDO”), the Company’s independent registered public accounting firm. Management has represented to the Audit Committee that the Company’s consolidated financial statements for the fiscal year ended December 31, 2025, were prepared in accordance with U.S. generally accepted accounting principles, and the Audit Committee has reviewed and discussed the audited financial statements of the Company with management of the Company and with BDO. In addition, the Audit Committee has discussed with BDO the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) AS 1301, Communications with Audit Committees, and the Securities and Exchange Commission (the “SEC”). The Audit Committee has received from BDO the written disclosures regarding the auditor’s independence required by applicable requirements of PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and has discussed with BDO the independence of BDO from the Company and its management. Based on the foregoing, the Audit Committee has recommended to the Board, and the Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, for filing with the SEC. The Audit Committee and the Board have also recommended the appointment of BDO as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
The material in this report is not deemed “soliciting material,” is not deemed “filed” with the SEC, is not subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not to be incorporated by reference into any filing of Snail under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
Respectfully submitted on April 17, 2026, by the members of the Audit Committee of the Board of Directors:
Sandra Pundmann, Chair
Neil Foster
Ryan Jamieson
Compensation Committee
The members of our Compensation Committee are Ying Zhou, Neil Foster and Heidy K. Chow. Ms. Zhou is the chair of our Compensation Committee. Our Board of Directors has affirmatively determined that Mr. Foster meets the requirements for independence under the current Nasdaq listing standards (including Nasdaq’s controlled-company exemption) and that he is a non-employee director, as defined in Section 16b-3 of the Exchange Act. Our Compensation Committee is responsible for, among other things:
| ● | determining, or recommending to the board of directors for determination, corporate goals and objectives relevant to the compensation of each of our executive officers, including our Chief Executive Officers; evaluating the performance of each of our executive officers, including our Chief Executive Officers in light of these goals and objectives; and setting compensation; | |
| ● | reviewing and approving or making recommendations to our board of directors regarding our incentive compensation and equity-based plans and arrangements; | |
| ● | reviewing and approving compensation (including equity-based compensation) for our directors; and | |
| ● | appointing and overseeing any compensation consultants. |
Our Compensation Committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of the Nasdaq. During 2025, the Compensation Committee met one time.
The Compensation Committee charter can be found in the Corporate Governance section of the Investors section of our website at investor.snail.com. Information on or accessible through our website is not incorporated by reference in this Proxy Statement. The Compensation Committee charter grants the Compensation Committee sole authority to retain or obtain the advice of a compensation consultant, legal counsel or other adviser, including the authority to approve the consultant’s reasonable compensation. The Compensation Committee may select such advisers, or receive advice from any other adviser, only after taking into consideration all factors relevant to that person’s independence from management, including those independence factors enumerated by Nasdaq rules.
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Under the Compensation Committee charter, the Compensation Committee may, in its discretion, delegate its duties to a subcommittee or to the Chair of the Compensation Committee.
As required by its charter, the Compensation Committee conducts a self-evaluation at least annually. The Compensation Committee also annually reviews and assesses the adequacy of its charter and recommends any proposed changes to the Board for its consideration.
Compensation Committee Processes and Procedures
The implementation of our compensation philosophy is carried out under the supervision of the Compensation Committee. The Compensation Committee charter requires that the Compensation Committee meet as often as it determines is appropriate to carry out its responsibilities under the charter. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with other Compensation Committee members, management and the Compensation Committee’s independent advisors. The Compensation Committee also meets regularly in executive session. However, our Chief Executive Officers and our Chief Financial Officer, in addition to the Compensation Committee’s independent advisors, may attend portions of the Compensation Committee meetings for the purpose of providing analysis and information to assist management with their recommendations on various compensation matters. Management does not participate in the executive sessions of the Compensation Committee.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee is generally responsible for identifying qualified Board candidates, recommending director nominees and appointments to Board committees, evaluating Board performance and overseeing the Company’s Corporate Governance Guidelines. The members of our Nominating and Corporate Governance Committee are Heidy K. Chow, Peter Kang and Sandra Pundmann. Ms. Chow is the chair of our Nominating and Corporate Governance Committee. The composition of our Nominating and Corporate Governance Committee meets the requirements for independence under current rules and regulations of the SEC and Nasdaq, including Nasdaq’s controlled company exemption. Our Nominating and Corporate Governance Committee is responsible for, among other things:
| ● | identifying individuals qualified to become members of our Board of Directors, consistent with criteria approved by our Board of Directors; | |
| ● | recommending to our Board of Directors the nominees for election to our Board of Directors at annual meetings of our stockholders | |
| ● | evaluating the overall effectiveness of our Board of Directors; | |
| ● | reviewing and recommending our Code of Business Conduct and Ethics and Corporate Governance Guidelines. |
During 2025, the Nominating and Corporate Governance Committee did not have any meetings. Our Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of the Nasdaq. A detailed discussion of the Nominating and Corporate Governance Committee’s procedures for recommending candidates for election as a director appears below under the caption “Procedures of the Nominating and Corporate Governance Committee”.
The Nominating and Corporate Governance Committee charter can be found in the Corporate Governance section of the Investors section of our website at investor.snail.com. The Nominating and Corporate Governance Committee charter complies with the guidelines established by Nasdaq. Information on or accessible through our website is not incorporated by reference in this Proxy Statement. The charter of the Nominating and Corporate Governance Committee grants the Nominating and Corporate Governance Committee authority to retain and terminate any advisers, including search firms to identify director candidates, including sole authority to approve all such advisers’ fees and other retention terms.
Procedures of the Nominating and Corporate Governance Committee
In connection with nominating directors for election at the Annual Meeting and periodically throughout the year, the Nominating and Corporate Governance Committee considers the composition of the Board and each committee of the Board to evaluate its effectiveness and whether changes should be considered to either the Board or any of the committees. In support of this process, the Board has determined that the Board as a whole must have the right diversity, mix of characteristics and skills for the optimal functioning of the Board in its oversight of our Company. The Board considers the following factors and qualifications, without limitation:
| ● | the appropriate size and the diversity of the Board; | |
| ● | the needs of the Board with respect to the particular talents and experience of its directors; | |
| ● | the knowledge, skills and experience of nominees, including experience in the industry in which the Company operates, business, finance, management or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board; | |
| ● | familiarity with domestic and international business matters; | |
| ● | familiarity and experience with legal and regulatory requirements; and | |
| ● | experience with accounting rules and practices. |
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Considerations in Evaluating Director Nominees
Pursuant to the Nominating and Corporate Governance Committee charter, the Nominating and Corporate Governance Committee periodically reviews the composition of the Board in light of current challenges and needs of the Board and the Company and determines whether it may be appropriate to add or remove individuals after considering issues of judgment, diversity, skills, background and experience. Although the Nominating and Corporate Governance Committee does not have a formal policy regarding diversity on the Board, the Nominating and Corporate Governance Committee is sensitive to the importance of nominating persons with different perspectives and experience to enhance the deliberation and decision-making processes of the Board. The Nominating and Corporate Governance Committee also considers applicable laws and regulations.
Once the Nominating and Corporate Governance Committee and the Board determine that it is appropriate to add a new director, either as a replacement or as a new position, the Nominating and Corporate Governance Committee uses a flexible set of procedures in selecting individual director candidates. This flexibility allows the Nominating and Corporate Governance Committee to adjust the process to best satisfy the objectives it is attempting to accomplish in any director search. The first step in the general process is to identify the type of candidate the Nominating and Corporate Governance Committee may desire for a particular opening, including establishing the specific target skill areas, experiences and backgrounds that are to be the focus of a director search. The Nominating and Corporate Governance Committee may consider candidates recommended by management, by members of the Nominating and Corporate Governance Committee, by the Board, by stockholders or by a third party it may engage to conduct a search for possible candidates. In considering candidates submitted by stockholders, the Nominating and Corporate Governance Committee will take into consideration the needs of the Board and the qualifications of the candidate.
Once candidates are identified, the Nominating and Corporate Governance Committee conducts an evaluation of qualified candidates. The evaluation generally includes interviews and background and reference checks. There is no difference in the evaluation process of a candidate recommended by a stockholder as compared to the evaluation process of a candidate identified by any of the other means described above. In identifying and evaluating potential nominees to serve as directors, the Nominating and Corporate Governance Committee will examine each nominee on a case-by-case basis regardless of who recommended the nominee and take into account all factors it considers appropriate.
If the Nominating and Corporate Governance Committee determines that a candidate should be nominated as a candidate for election to the Board, the candidate’s nomination is then recommended to the Board, and the directors may in turn conduct their own review to the extent they deem appropriate. When the Board has agreed upon a candidate, such candidate is recommended to the stockholders for election at an annual meeting of stockholders or appointed as a director by a vote of the Board as appropriate.
Stockholder Nominations to the Board of Directors
In order for a stockholder to have a candidate considered by the Nominating and Corporate Governance Committee, a stockholder should submit a written recommendation that includes (A) as to each person whom the stockholder proposes to nominate for election or reelection as director, (1) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; and (2) a reasonably detailed description of any compensatory, payment or other financial agreement, arrangement or understanding that such person has with any other person or entity other than the Company including the amount of any payment or payments received or receivable thereunder, in each case in connection with candidacy or service as a director of the Company, and (B) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made: (1) the name and address of such stockholder (as they appear on the Company’s books) and any such beneficial owner; (2) for each class or series, if any, the number of shares of capital stock of the Company that are held of record or are beneficially owned by such stockholder and by any such beneficial owner; (3) a description of any agreement, arrangement or understanding between or among such stockholder and any such beneficial owner, any of their respective affiliates or associates, and any other person or persons (including their names) in connection with the proposal of such nomination or other business; (4) a description of any agreement, arrangement or understanding (including, regardless of the form of settlement, any derivative, long or short positions, profit interests, forwards, futures, swaps, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares) that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to create or mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder or any such beneficial owner or any such nominee with respect to the Company’s securities; (5) a representation that the stockholder is a holder of record of stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to bring such nomination or other business before the meeting; (6) a representation as to whether such stockholder or any such beneficial owner intends or is part of a group that intends to (i) deliver a proxy statement and/or form of proxy to holders of at least the percentage of the voting power of the Company’s outstanding capital stock required to approve or adopt the proposal or to elect each such nominee and/or (ii) otherwise to solicit proxies from stockholders in support of such proposal or nomination; (7) any other information relating to such stockholder, beneficial owner, if any, or director nominee or proposed business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies in support of such nominee or proposal pursuant to Section 14 of the Exchange Act; and (8) such other information relating to any proposed item of business as the Company may reasonably require to determine whether such proposed item of business is a proper matter for stockholder action. Stockholder recommendations should be addressed to the Nominating and Corporate Governance Committee in care of our Secretary at 12049 Jefferson Blvd, Culver City, California 90230.
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Each of the current directors have been recommended by the Nominating and Corporate Governance Committee to the Board for reelection as our directors at the Annual Meeting, and the Board has approved such recommendations.
Stockholder Communications with the Board of Directors
Our relationship with our stockholders is an important part of our corporate governance program. Engaging with our stockholders helps us to understand how they view us, to set goals and expectations for our performance, and to identify emerging issues that may affect our strategies, corporate governance, compensation practices or other aspects of our operations. Our stockholder and investor outreach include investor road shows, analyst meetings, and investor conferences and meetings. We also communicate with stockholders and other stakeholders through various media, including our annual report and SEC filings, proxy statement, news releases and our website. Our conference calls for quarterly earnings releases are open to all. These calls are available in real time and as archived webcasts on our website for a period of time.
The Board has adopted a process for stockholders and others to send communications to the Board or any director. All such communications should be sent by mail addressed to the Board or any particular director at 12049 Jefferson Blvd, c/o Heidy K. Chow, Chief Financial Officer & Secretary. All communications received by Ms. Chow will be sent directly to the Board or any particular director.
Family Relationships
Mr. Shi and Ms. Zhou are husband and wife. There are no other family relationships among any of the individuals who serve as directors or executive officers of Snail.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act of 1934, as amended (the “Exchange Act”) requires our officers, directors and any persons who own more than 10% of our Common Stock to file reports of ownership of, and transactions in, our Common Stock with the SEC and furnish copies of such reports to us. Based solely on our reviews of the copies of such forms and amendments thereto furnished to us and on written representations from officers, directors, and any other person whom we understand owns more than 10% or our Common Stock, we found that during 2025, all Section 16(a) filings were made with the SEC on a timely basis except that a Form 4 covering three transactions was filed late for Ms. Pundmann on June 25, 2025, a Form 4 covering three transactions was filed late for Mr. Foster on June 25, 2025, and a Form 4 covering two transactions was filed late for Mr. Jamieson on June 25, 2025.
Board Leadership Structure and Role of the Board in Risk Oversight
Our Board of Directors currently consists of eight directors, including Mr. Shi, our Chairman, who also serves as our Chief Executive Officer and Chief Strategy Officer. Although we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have determined that it is in the best interest of the Company and its stockholders to combine these roles. Due to the small size of the Company, we believe it is currently most effective to have the Chairman and Chief Executive Officers positions combined.
Our Board of Directors has an active role, as a whole and also at the committee level, in overseeing the management of our risks. Our Board of Directors is responsible for general oversight of risks and regular review of information regarding our risks, including credit risks, liquidity risks and operational risks. The Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The Audit Committee is responsible for overseeing the management of risks relating to accounting matters and financial reporting. The Audit Committee is also responsible for overseeing the management of risks associated with the independence of our board of directors and potential conflicts of interest. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through discussions from committee members about such risks. Our Board of Directors believes its administration of its risk oversight function has not negatively affected our Board of Directors’ leadership structure.
It is the responsibility of the committee chairs to report findings regarding material risk exposures to the Board as quickly as possible. The Company’s Chief Executive Officer and Chief Financial Officer coordinate between the Board and management with regard to the determination and implementation of responses to any problematic risk management issues.
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Code of Business Conduct and Ethics
Our Board of Directors adopted Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our Code of Business Conduct and Ethics can be found in the Corporate Governance section of the Investors section of our website at investor.snail.com. Information on or accessible through our website is not incorporated by reference in this Proxy Statement.
Insider Trading Policy
We
maintain an
A copy of the Insider Trading Policy is attached as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 19, 2026.
Hedging Policy
As part of our Insider Trading Policy, no director or employee may engage in any derivative transactions (including transactions involving options, puts, calls, prepaid variable forward contracts, equity swaps, collars and exchange funds or other derivatives) that are designed to hedge or speculate on any change in the market value of our equity securities. Directors and employees are also prohibited from shorting our stock.
Corporate Governance Guidelines
We
adopted Corporate Governance Guidelines that promote the functioning of the Board and its committees and set forth expectations as to
how the Board should operate. The guidelines include information about the composition of the Board, orientation and continuing education,
director compensation, Board meetings, Board committees, management succession, expectations of directors, and information regarding
the performance evaluation of the Board. Our Corporate Governance Guidelines can be found in the Corporate Governance section of the
Investors section of our website at investor.snail.com. Information on or accessible through our website is not incorporated by
reference in this Proxy Statement.
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PROPOSAL NO. 2: RATIFICATION OF THE APPOINTMENT OF THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR SNAIL, INC.
On April 3, 2026, the Audit Committee appointed, and the Board approved of, BDO as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. BDO has served as our independent registered public accounting firm since 2021. Representatives of BDO plan to attend the Annual Meeting and will be available to answer appropriate questions from stockholders. They will have the opportunity to make a statement if they desire to do so.
Neither our Bylaws nor other governing documents or law require stockholder ratification of the appointment of BDO as the Company’s independent registered public accounting firm. However, the Board is submitting the appointment of BDO to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Board will reconsider whether to retain BDO. Even if the appointment is ratified, the Board in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Board determines that such a change would be in the best interest of the Company and its stockholders.
Independent Registered Public Accounting Firm
The following is a summary of the fees and services provided by BDO to the Company for fiscal years 2025 and 2024:
| Fiscal Year Ended December 31, | ||||||||
| Description of Services Provided by BDO USA, P.C. | 2025 | 2024 | ||||||
| Audit Fees (1) | $ | 793,500 | $ | 739,900 | ||||
| Audit Related Fees | — | — | ||||||
| Tax Fees | — | — | ||||||
| All Other Fees | — | — | ||||||
| TOTAL | $ | 793,500 | $ | 739,900 | ||||
| (1) | Audit fees for 2025 and 2024 were for professional services rendered for the audits of our consolidated financial statements, review of interim financial statements, comfort letters, consents, and registration statements filed with the SEC and services that are normally provided by BDO in connection with statutory and regulatory filings or engagements. |
The Audit Committee or a delegate thereof pre-approves the scope of the audit, audit-related and tax services provided by our independent registered public accounting firm, as well as all associated fees and terms, pursuant to pre-approval policies and procedures established by the Audit Committee. The Audit Committee evaluates the independent registered public accounting firm’s qualifications, performance and independence, and presents its conclusions to the full Board on at least an annual basis.
All of the services provided by BDO since our initial public offering in November 2022, and fees for such services, were pre-approved by the Audit Committee in accordance with these standards.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL NO. 2.
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OTHER INFORMATION RELATED TO SNAIL, THE DIRECTORS AND EXECUTIVE OFFICERS
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information known to us regarding beneficial ownership of our common stock as of April 15, 2026 by:
| ● | each person, or group of affiliated persons, known by us to own beneficially 5% or more of our outstanding shares; | |
| ● | each of our directors and named executive officers, or NEOs (as defined below), individually; and | |
| ● | all current directors and executive officers as a group. |
The number of shares of common stock beneficially owned by each entity, person, executive officer or director is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days through the exercise of any option, warrant or other right. Except as otherwise indicated, and subject to applicable community property laws, we believe that each stockholder identified in the table below possesses sole voting and investment power over all the Class A Common Stock or Class B Common Stock shown as beneficially owned by the stockholder in the table.
The percentages of beneficial ownership in the table below are calculated based on 13,873,422 shares of Class A Common Stock and 28,748,580 shares of Class B Common Stock issued and outstanding as of April 15, 2026.
Unless otherwise indicated below, the address for each beneficial owner is c/o Snail, Inc., 12049 Jefferson Blvd, Culver City, California 90230.
| Shares Beneficially Owned | Percentage | |||||||||||||||||||
| Class A | Class B | of Total Voting | ||||||||||||||||||
| Stockholders | Shares | Percentage | Shares | Percentage | Power(1) | |||||||||||||||
| 5% and Greater Stockholders: | ||||||||||||||||||||
| Olive Wood Global Development Limited(2) | — | — | 24,103,590 | 83.8 | % | 80.0 | % | |||||||||||||
| Amethyst Fortune Development Limited(3) | — | — | 4,644,990 | 16.2 | % | 15.4 | % | |||||||||||||
| Ferth Development Limited(4) | 378,490 | 2.7 | % | — | — | * | ||||||||||||||
| Directors and Named Executive Officers: | ||||||||||||||||||||
| Hai Shi(5) | — | — | 28,748,580 | 100 | % | 95.4 | % | |||||||||||||
| Jim Tsai | — | — | — | — | — | |||||||||||||||
| Heidy K. Chow | — | — | — | — | — | |||||||||||||||
| Peter Kang | — | — | — | — | — | |||||||||||||||
| Ying Zhou(5) | — | — | 28,748,580 | 100 | % | 95.4 | % | |||||||||||||
| Sandra Pundmann(6) | 134,221 | 1.0 | % | — | — | * | ||||||||||||||
| Neil Foster(6) | 134,221 | 1.0 | % | — | — | * | ||||||||||||||
| Ryan Jamieson(6) | 103,477 | * | — | — | * | |||||||||||||||
| All directors and officers as a group (8 persons) | 371,919 | 2.7 | % | 28,748,580 | 100 | % | 95.49 | % | ||||||||||||
* Less than 1%.
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| (1) | Percentage of total voting power represents voting power with respect to all of our Class A and Class B Common Stock, as a single class. Holders of our Class A Common Stock are entitled to one (1) vote per share, whereas holders of our Class B Common Stock are entitled to ten (10) votes per share. | |
| (2) | Represents 24,103,590 shares of our Class B Common Stock held by Olive Wood Global Development Limited (“Olive Wood”), an entity organized under the laws of the British Virgin Islands. Olive Wood is controlled by Hai Shi, who is our Founder, Chief Executive Officer, Chief Strategy Officer, Chair of our Board of Directors and the spouse of Ying Zhou, one of our directors. The address for Olive Wood is Room 1903, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong. | |
| (3) | Represents 4,644,990 shares of our Class B Common Stock held by Amethyst Fortune Development Limited (“Amethyst”), an entity organized under the laws of the British Virgin Islands. Amethyst is controlled by Ying Zhou, who is one of our Board of Directors and the spouse of Hai Shi, our Founder, Chief Executive Officer, Chief Strategy Officer and Chair of our Board of Directors. The address for Amethyst is Room 1903, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong. |
| (4) | Represents 378,490 shares of our Class A Common Stock held by Ferth Development Limited (“Ferth Development”), an entity organized under the laws of the British Virgin Islands. The address for Ferth Development is Room 304, Building 20, Langqinwan Garden, Industry Zone, Suzhou, Jiangsu, 215000, China. | |
| (5) | Represents (i) 24,103,590 shares of our Class B Common Stock held of record by Olive Wood Global Development Limited, which is controlled by Hai Shi and (ii) 4,644,990 shares of our Class B Common Stock held of record by Amethyst Fortune Development Limited, which is controlled by Ying Zhou. Mr. Shi and Ms. Zhou are husband and wife. | |
| (6) | Represents shares of our Class A Common Stock underlying restricted stock units (“RSUs”) that have vested or will vest within 60 days of April 15, 2026. |
Legal Proceedings
There are no material proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, any associate of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.
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EXECUTIVE AND DIRECTOR COMPENSATION
Our named executive officers (“NEOs”) for the fiscal years ended December 31, 2025 and December 31, 2024 were as follows:
| ● | Hai Shi, Founder, Chief Executive Officer (as of October 1, 2025), Chief Strategy Officer, and Chairman of the Board of Directors, and former Co-Chief Executive Officer (as of April 15, 2024 through September 30, 2025); | |
| ● | Heidy K. Chow, Chief Financial Officer and Member of our Board of Directors | |
| ● | Peter Kang, Chief Operating Officer (until September 2024); Senior Vice President, Director of Business Development and Operations (beginning September 2024) and Member of our Board of Directors | |
| ● | Xue Dong Tian, former Co-Chief Executive Officer (effective April 15, 2024 through September 30, 2025) |
Snail, Inc. is an emerging growth company and therefore is subject to reduced disclosure obligations regarding executive compensation, including only being required to provide disclosure with respect to four “named executive officers,” and is exempt from the requirements of holding a nonbinding advisory vote on executive compensation.
Summary Compensation Table
The following table sets forth information concerning the compensation paid to or earned by our NEOs for the fiscal years noted.
SUMMARY COMPENSATION TABLE
| Name | Principal Position | Year | Salary ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | ||||||||||||||||
| Hai Shi | Founder, Chief Strategy Officer, Chief Executive Officer (since October 2025), and Chairman of the Board of Directors; Former Co-Chief Executive Officer (until September 2025) | 2025 | 407,692 | — | 37,835 | 445,527 | ||||||||||||||||
| 2024 | 400,000 | — | 30,284 | 430,284 | ||||||||||||||||||
| Xue Dong Tian | Former Co-Chief Executive Officer (until September 2025) | 2025 | 257,308 | — | 6,958 | 264,265 | ||||||||||||||||
| 2024 | 201,923 | — | 3,598 | 205,521 | ||||||||||||||||||
| Heidy K. Chow | Chief Financial Officer and Director | 2025 | 387,308 | — | 20,369 | 407,677 | ||||||||||||||||
| 2024 | 380,000 | — | 17,716 | 397,716 | ||||||||||||||||||
| Peter Kang | Vice President, Director of Business Development and Operations (since September 2024), and Director; Former Chief Operating Officer (until September 2024) | 2025 | 301,424 | — | 45,479 | 346,903 | ||||||||||||||||
| 2024 | 300,000 | — | 37,496 | 337,496 | ||||||||||||||||||
| (1) | Reflects the aggregate grant date fair value of performance-based restricted stock units (“PSUs”) awarded to the NEOs in connection with our IPO on November 4, 2022, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation, assuming level of performance. The assumptions we used in valuing of the PSU awards are described in Notes 2 and 17 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 19, 2026, and do not necessarily correspond to the actual economic value recognized or that may be recognized by our NEOs. For more details on the terms of the PSUs. Please see “Executive and Director Compensation—Other Elements of Compensation—IPO Founder Grants” Included elsewhere in this proxy statement. | |
| (2) | See below, which footnotes relate to the “All Other Compensation” column. |
For Fiscal Year 2025:
| a. | For Mr. Shi, reflects (i) the value of healthcare benefits of $34,845; and (ii) parking and cellular phone allowance of $2,990. | |
| b. | For Ms. Chow, reflects (i) matching contributions under the Company’s 401(k) plan of $8,477; (ii) the value of healthcare benefits of $11,242; and (iii) cellular phone allowance of $650. | |
| c. | For Mr. Kang, reflects (i) matching contributions under the Company’s 401(k) plan of $7,644; (ii) the value of healthcare benefits of $34,845; and (iii) parking and cellular phone allowance of $2,990. | |
| d. | For Mr. Tian, reflects (i) matching contributions under the Company’s 401(k) plan of $6,433; and (ii) cellular phone allowance of $525. |
| 20 |
For Fiscal Year 2024:
| a. | For Mr. Shi, reflects (i) the value of healthcare benefits of $27,294; and (ii) parking and cellular phone allowance of $2,990. | |
| b. | For Ms. Chow, reflects (i) matching contributions under the Company’s 401(k) plan of $8,284; (ii) the value of healthcare benefits of $8,782; and (iii) cellular phone allowance of $650. | |
| c. | For Mr. Kang, reflects (i) matching contributions under the Company’s 401(k) plan of $7,212; (ii) the value of healthcare benefits of $27,294; and (iii) parking and cellular phone allowance of $2,990. | |
| d. | For Mr. Tian, reflects (i) matching contributions under the Company’s 401(k) plan of $3,173; and (ii) cellular phone allowance of $425. |
Narrative to Summary Compensation Table
In 2025 and 2024, the primary element of compensation for our NEOs was base salary. In addition, our NEOs received RSU awards in June 2025 pursuant to the Snail, Inc. 2022 Omnibus Incentive Plan (the “2022 Plan”). The NEOs also participate in employee benefit plans and programs that we offer to our other full-time employees on the same basis, including, starting in May 2021, participation in the Company’s 401(k) plan with employer matching contributions.
Employment Arrangements
We have entered into offer letters with Mr. Tian, Mr. Shi, and Ms. Chow, as well as an employment agreement with Mr. Kang, the terms of each of which are summarized below.
On April 15, 2024, we entered into an offer letter with Mr. Tian (the “Tian Offer Letter”) pursuant to which he agreed to serve as our Co-Chief Executive Officer. The Tian Offer Letter provided for employment at will, a base salary of $300,000, an annual performance bonus payable in restricted shares of our Class A Common Stock, which was dependent on our achievement of certain objective and subjective criteria established by the Company’s Chairman of the Board and approved by the Company’s Board and the Compensation Committee of the Board, and an annual performance bonus payable in cash, dependent on the Company’s achievement of certain objective criteria established by the Company. Pursuant to the terms of the Tian Offer Letter, Mr. Tian’s employment began on April 15, 2024 and had an anticipated end date of September 30, 2025, unless the parties mutually agreed in writing to extend such term. On September 30, 2025, the Company and Mr. Tian mutually agreed not to extend the term of the Tian Offer Letter.
On March 27, 2023, we entered into an offer letter with Mr. Shi (the “Shi Offer Letter”) pursuant to which he agreed to serve as our Chief Strategy Officer, in addition to being our Founder and Chairman of the Board. The Shi Offer Letter provided for employment at will and a base salary of $400,000. The Shi Offer Letter further provided that Mr. Shi shall be eligible for entitled to severance pay in an amount calculated in accordance with the Company’s severance pay policy for senior management then-in-effect if his employment with the Company is terminated by the Company without cause (as in the Shi Offer Letter). Mr. Shi does not receive compensation as the Chairman of the Board commencing effective of the Chief Strategy Officer. On April 15, 2024, the Board appointed Mr. Shi to serve as Co-Chief Executive Officer with Mr. Tian, effective immediately. On September 30, 2025, our Board approved the appointment of Mr. Shi as the sole Chief Executive Officer of Snail Games and its affiliates, including the Company, effective as of October 1, 2025. On October 10, 2025, we entered into an Amendment No. 1 to the Shi Offer Letter, which increased Mr. Shi’s annual base salary to $440,000 per year, effective as of October 6, 2025.
On December 12, 2012, we entered into an Employment Agreement with Mr. Kang, which was subsequently amended on December 1, 2021 (as amended, the “Kang Employment Agreement”), pursuant to which Mr. Kang agreed to serve as our Chief Operating Officer. The Kang Employment Agreement provided for employment at will and a base salary of $300,000. On September 13, 2024, our management determined that, effective September 16, 2024, Mr. Kang would no longer serve as Chief Operating Officer, but would instead serve as Vice President, Director of Business Development and Operations. On October 10, 2025, we entered into an Amendment No. 2 to the Kang Employment Agreement, which increased Mr. Kang’s annual base salary to $330,000 per year, effective as of October 6, 2025.
On August 18, 2020, we entered into an offer letter with Ms. Chow (the “Chow Offer Letter”) pursuant to which Ms. Chow agreed to serve as our Chief Financial Officer. The Chow Offer Letter provided for employment at will and a base salary of $380,000. On October 10, 2025, we entered into an Amendment No. 1 to the Chow Offer Letter, which increased Ms. Chow’s annual base salary to $418,000 per year, effective as of October 6, 2025.
In addition to base salaries, Mr. Shi, Mr. Kang and Ms. Chow are eligible to receive annual bonuses at the discretion of our board of directors, to receive cash and equity incentive awards under our 2022 Plan, and participate in our benefit plans.
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All employees, including the NEOs, are subject to customary confidentiality obligations and intellectual property protection covenants. In addition, pursuant to their respective employment and offer letters, Ms. Chow has agreed not to compete with us during the term of her employment, and not to solicit any of our customers or employees during a two-year restricted period following her termination of employment.
The foregoing descriptions of the Tian Offer Letter, the Shi Offer Letter, the Kang Employment Agreement, and the Chow Offer Letter do not purport to be complete and are qualified in their entirety by reference to the complete text of each such agreement, copies of which are included as exhibits to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 19, 2026.
Other Elements of Compensation
Equity Compensation
Snail, Inc. 2022 Omnibus Incentive Plan (the “2022 Plan”)
In connection with our initial public offering, our board of directors approved and adopted the 2022 Plan, which provides for the grant of equity- and cash-based awards to our employees, consultants, service providers and non-employee directors in the form of stock options (incentive stock options and nonqualified stock options), stock appreciation rights, restricted stock, restricted stock units, performance awards or other stock- based or cash-based awards. The 2022 Plan is administered by the Compensation Committee of our board of directors (the “Compensation Committee”), which may delegate its duties and responsibilities to one or more officers of the Company.
As of December 31, 2025, 4,185,390 shares of our Class A Common Stock were available for issuance pursuant to the 2022 Plan. The total number of shares of our Class A Common Stock available for issuance under the 2022 Plan is subject to an automatic increase on January 1 of each year beginning with the 2024 fiscal year, by an amount equal to the least of (i) 5,718,000 shares, (ii) 1% of the aggregate number of shares of our Class A and Class B Common Stock outstanding (on a fully-diluted basis) on the last day of the immediately preceding fiscal year and (iii) such number of shares of Class A Common Stock as determined by our board of directors.
In the event of a change in control, as defined in the 2022 Plan, the Compensation Committee may take certain actions with respect to outstanding awards, including the continuation or assumption of awards, substitution or replacement of awards by a successor entity, acceleration of vesting and lapse of restrictions, determination of the attainment of performance conditions for performance awards or cancellation of awards in consideration of a payment.
Retirement Savings and Health and Welfare Benefits
Our NEOs are eligible to participate in employee benefit programs available to our employees generally, including health, dental and vision insurance and a tax-qualified 401(k) plan maintained by the Company.
Under the Company’s 401(k) plan, eligible employees (including each of our NEOs) are able to defer a portion of their eligible compensation subject to applicable annual limits under the Internal Revenue Code. The Company provides a matching contribution equal to 50% of the participant’s own contribution, up to 5% of the participant’s eligible compensation.
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth certain information about outstanding equity awards granted to our NEOs that were outstanding as of December 31, 2025. We have not granted any option awards as of the Record Date.
| Name | Grant Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | |||||||
| Hai Shi | — | — | — | |||||||
| Heidy K. Chow | 11/09/2022 | 262,080 | (1) | 232,989 | (2) | |||||
| Peter Kang | 11/09/2022 | 262,080 | (1) | 232,989 | (2) | |||||
| Xue Dong Tian | — | — | — | |||||||
| (1) | Represents PSUs granted to each of our NEOs under the 2022 Plan in connection with our IPO. The PSUs vest as follows: 10% vests on November 9, 2023 if the Company’s AAGR is 15% or above during the one-year period following the IPO Date; an additional 15% vests on November 9, 2024 if the Company’s AAGR is 30% or above during the two-year period following the IPO Date; an additional 20% vests on November 9, 2025 if the Company’s AAGR is 45% or above during the three-year period following the IPO Date; an additional 25% vests on November 9, 2026 if the Company’s AAGR is 60% or above during the four-year period following the IPO Date; an additional 30% vests on November 9, 2027 if the Company’s AAGR is 75% or above during the five-year period following the IPO Date, in each case, subject to the NEO’s continuous service through the applicable vesting date; further, if the 75% AAGR is achieved during the period between the IPO Date and the fifth anniversary of the IPO Date, any unvested PSUs that have not vested solely due to failure to satisfy the relevant target AAGR on each of the prior vesting dates will vest in full. The number of shares reported as underlying these PSUs is based on the achievement of target performance levels. As of December 31, 2025, none of the foregoing PSUs have vested. |
| (2) | Reflects the fair market value of the shares underlying the unvested PSUs, computed by multiplying the closing market price as of December 31, 2025 ($0.889) by the number of shares underlying the PSUs, respectively. |
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Equity Compensation Plan Information
The following table summarizes our equity compensation plan information as of December 31, 2025:
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(#) | Weighted average exercise price of outstanding options, warrants, and rights(b)($) | Number of securities to be issued upon settlement of outstanding RSUs (c) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in columns (a) and (c)) (d)(1) | ||||||||||||
| Equity compensation plans approved by shareholders | ||||||||||||||||
| 2022 Omnibus Incentive Plan | — | — | 1,194,024 | 4,185,390 | ||||||||||||
| Equity compensation plans not approved by shareholders | — | — | — | — | ||||||||||||
| Total | — | — | 1,194,024 | 4,185,390 | ||||||||||||
| (1) | Represents 4,185,390 shares of Class A Common Stock available for issuance under the 2022 Plan as of December 31, 2025. |
Compensation Recovery Policy
The Board has adopted a compensation recovery policy under which performance-based compensation, whether cash or equity, from a current or former executive officer shall be recovered in the event of an Accounting Restatement. The policy defines an Accounting Restatement as an accounting restatement of our financial statements due to our material noncompliance with any financial reporting requirement under the securities laws. The policy provides for the recoupment of incentive-based compensation previously received by an executive officer that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts in the Accounting Restatement.
The Board has the sole discretion to determine the form and timing of the recovery, which may include repayment, forfeiture and/or an adjustment to future performance-based compensation payouts or awards. The remedies under the compensation recovery policy are in addition to, and not in lieu of, any legal and equitable claims available to the Company. The policy is incorporated by reference as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2025.
Company Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
| 23 |
Director Compensation
The following table reflects certain information with respect to the compensation of members of the board of directors (excluding our NEOs) in respect of the fiscal year ended December 31, 2025.
| Name | Fees Earned or Paid In Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | ||||||||||||
| Jim Tsai | 194,419 | — | 15,564 | (3) | 209,983 | |||||||||||
| Ying Zhou | — | — | — | — | ||||||||||||
| Sandra Pundmann | 60,000 | 180,000 | 20,311 | (4) | 260,311 | |||||||||||
| Neil Foster | 40,000 | 180,000 | 20,311 | (4) | 240,311 | |||||||||||
| Ryan Jamieson | 40,000 | 96,000 | — | 136,000 | ||||||||||||
| (1) | Represents cash compensation earned and accrued during fiscal 2025 pursuant to the director agreements. These amounts were paid in 2025 through February 2026. | |
| (2) | Represents the aggregate grant date fair value of restricted stock units (“RSUs”), with each RSU representing a contingent right to receive one share of our Class A Common Stock once the vesting period has expired, granted to Ms. Pundmann, Mr. Foster, and Mr. Jamieson on June 20, 2025 pursuant to their respective independent director agreements and our director compensation policy, computed in accordance with FASB ASC Topic 718. See the section entitled “Executive and Director Compensation—Non-Employee Director Compensation Program” for additional information regarding grants of certain RSUs to our non-employee directors. |
As of December 31, 2025, the aggregate number of outstanding stock awards held by each of our non-employee directors was: Mr. Tsai: none; Ms. Zhou: none; Ms. Pundmann: 145,332; Mr. Foster: 145,332; and Mr. Jamieson: 114,588.
| (3) | For Mr. Tsai, reflects (i) matching contributions under the Company’s 401(k) plan of $4,982; and (ii) the value of healthcare benefits of $10,582. | |
| (4) | Includes cash bonus payments awarded on June 25, 2025. |
Non-Employee Director Compensation Program
In connection with our IPO, our board of directors approved the adoption of a non-employee director compensation policy, pursuant to which each of our non-employee directors is eligible to receive annual compensation for their services on our board of directors. The directors will be eligible to receive an annual cash retainer of $40,000. An additional annual cash retainer of $110,000 will be paid to a non-employee director serving as the chairman of the board, and an additional annual cash retainer of $20,000 will be paid to any non-employee director serving as the chairperson of the committee of the board. On April 15, 2024, Mr. Tsai resigned as the Company’s Chief Executive Officer, and will remain as a member of the Company’s board. Under the policy, we may engage a director as a consultant on various matters, which will be in addition to such director’s regular responsibilities as a member of the board.
There will be no additional compensation for serving as a non-chair committee member. The annual cash compensation is payable in quarterly installments in arrears.
The non-employee directors who are “independent directors” under the Nasdaq rules are also eligible to receive the equity-based compensation described below in the form of RSUs, which are granted pursuant to the 2022 Plan. Each RSU represents a contingent right to receive one share of our Class A Common Stock, the RSUs have no expiration date and vest as set forth in each independent director agreement and/or the relevant RSU Award Agreement (for non-employees). Notwithstanding the foregoing, if a non-employee director ceases to be a member of Board at any time during the vesting period for any reason (such as resignation, withdrawal, death, disability or any other reason), then any unvested RSUs shall be irrefutably forfeited.
The non-employee directors who are “independent directors” are eligible to receive the following RSUs:
| ● | an initial grant in the amount of $60,000, vesting in four (4) equal quarterly installments over the course of one (1) year, to be made to new directors who join our board after our IPO; and | |
| ● | an annual grant in the amount of $60,000, vesting in four (4) equal quarterly installments over the course of one (1) year, commencing on or about the first business day of the following month following our annual stockholder meeting for that year, beginning with the annual meeting that occurred during the 2025 fiscal year. |
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An initial grant of 43,478 RSUs was made to Mr. Jamieson on November 10, 2023 in connection with his appointment to the Board, and no annual grants were made during 2023 or 2024. On June 20, 2025, after the date of our 2025 annual meeting, each of Mr. Foster and Ms. Pundmann received a grant of $60,000 of RSUs for each of the fiscal years 2023 and 2024, and Mr. Jamieson received a grant of $36,000 of RSUs for the fiscal year 2024, which grants all vested immediately. In addition, each of the foregoing directors also received a grant of $60,000 of RSUs for the fiscal year 2025, which grants vest in four (4) equal quarterly installments over the course of one (1) year.
We have entered into individual arrangements with each of Messrs. Tsai, Foster, Jamieson, and Ms. Pundmann, the material terms of which are summarized as below:
Cash. (i) Mr. Tsai receives annual cash compensation of $150,000 for service as member of our board; (ii) Mr. Foster is entitled to annual cash payments in the amount of $40,000 for his service as a member of our Board, consistent with our non-employee director compensation policy; (iii) Mr. Jamieson is entitled to annual cash payments in the amount of $40,000 for his service as a member of our Board, consistent with our non-employee director compensation policy; and (iv) Ms. Pundmann is entitled to annual cash payments in the amount of $60,000 for her service as a member of our board and as chairperson of the audit committee of the Board, consistent with our non-employee director compensation policy.
Equity awards. As described above, each of our non-employee directors who are “independent directors” under the Nasdaq rules (i.e., Messrs. Foster and Jamieson and Ms. Pundmann) was awarded, and will be awarded, grants of restricted stock units with an initial value of $60,000, consistent with our non-employee director compensation policy. Mr. Tsai is not entitled to any equity awards pursuant to his arrangement with the Company, which includes providing ongoing consulting services and for service as member of our Board.
Restrictive
covenants. Each of Messrs. Foster and Jamieson and Ms. Pundmann is subject to a two-year non-compete as well as a two-year non-solicitation
following their termination of service on our Board.
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Certain Relationships and Related Party Transactions
We describe below transactions and series of similar transactions, since January 1, 2024, or the beginning of the fiscal year preceding our last fiscal year or currently proposed, to which we were a party or will be a party, in which:
| ● | we have been or are to be a participant; | |
| ● | the amount involved exceeded or will exceed $120,000; and | |
| ● | any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest. |
Other than as described below, there have not been, nor are there any currently proposed, transactions or series of similar transactions meeting this criteria to which we have been or will be a party other than compensation arrangements, which are described where required under the section titled “Executive and Director Compensation.”
Loans from Related Parties
In February 2021, the Company loaned $200,000 to a wholly owned subsidiary of Suzhou Snail Digital Technology Co., Ltd. (“Suzhou Snail”). Mr. Shi is the founder, chair of the board of directors and former chief executive officer of Suzhou Snail, and Ms. Zhou is a vice president and director of Suzhou Snail. The loan bore interest of 2.0% per annum, and interest and principal were due in February 2022. In February 2022, Suzhou Snail signed an agreement with this subsidiary and assumed the loan and related interest for a total of $203,890. Subsequently, we entered into an amendment to the loan agreement with Suzhou Snail providing for $103,890 to be offset against the loan and interest payable owed to Suzhou Snail on a separate note. The amendment further provided that the outstanding principal shall be due on demand. The total amount of loan and interest receivable was $107,759 and $105,759 as of December 31, 2025 and 2024, respectively. The Company earned $2,000 and $2,005 in interest on the aforementioned loan during the years ended December 31, 2025 and 2024, respectively, and such amounts were added to the loan’s outstanding principal balance.
ARK License Agreements
We license the intellectual property underlying our ARK franchise from SDE Inc. (“SDE”), the parent company of Studio Wildcard, which develops our ARK franchise. SDE is controlled by Ms. Zhou, a director and the spouse of Mr. Shi, our Chief Executive Officer, Chief Strategy Officer, Chairman of the Board and Founder.
We entered into an original exclusive software license agreement with SDE in November 2015, for the rights to ARK: Survival Evolved, which was amended and restated on January 1, 2022, and subsequently amended on December 13, 2022, March 10, 2023, October 1, 2023, and April 6, 2026 (as amended and restated, and as further amended to date, the “ARK1 License Agreement). Pursuant to the ARK1 License Agreement, as amended to date, we hold an exclusive worldwide license to publish and sell ARK: Survival Evolved (“ASE”) and ARK: Survival Ascended (“ASA”), and we are obligated to pay to SDE (i) licensing fees of $1.5 million per month, provided that such obligation shall cease upon the public release of the sequel ARK 2; (ii) royalties of 25% of our total revenue related to ASE and 40% of our total revenue related to ASA; and (iii) a one-time payment of $5 million upon the release of certain DLC after October 1, 2023, excluding, among others, DLCs that were originally included in ASA Game. The initial term of the ARK1 License Agreement continues until December 31, 2035, and will renew automatically for three-year terms unless terminated by either party with 365 days’ prior written notice. The ARK1 License Agreement also affords us a right of first refusal to acquire all or any part of SDE’s business in the event that SDE receives an offer from, or desires to enter into an agreement with, any person or entity to effect such a transaction on terms consistent with such offer or agreement. During the years ended December 31, 2025 and 2024, we made prepaid royalty payments related to ARK: Survival Ascended DLC’s that had not yet been released of $1.6 million and $1.7 million, respectively.
On April 27, 2022, we entered into an exclusive software license agreement with SDE for the rights to ARK 2 (the “ARK2 License Agreement”), on terms similar to the ARK1 License Agreement. Pursuant to the ARK2 License Agreement, we hold an exclusive worldwide license to publish and sell ARK2, and we are obligated to pay to SDE (i) licensing fees of $1.5 million per month commencing on the date of ARK2’s commercial release; (ii) royalties of 25% of our total revenue related to ARK2; and (iii) a one-time payment of $5 million upon the release of any DLC. In addition, upon the execution of the ARK2 License Agreement we made a payment to SDE of $5 million (which amount included a credit of $2 million for sums remitted to SDE prior to the date of the ARK2 License Agreement), and SDE agreed that such $5 million sum shall be credited against any payments by us that may become due under the ARK2 License Agreement. The initial term of the ARK2 License Agreement continues until December 31, 2037, and will renew automatically for three-year terms unless terminated by either party with 365 days’ prior written notice.
On January 18, 2024, we entered into an offset agreement with SDE (the “Offset Agreement”). The Offset Agreement provides that we may offset up to $0.5 million in monthly licensing fees that may be due to SDE against accounts receivable amounts due and owing from SDE to us in connection with revenues from certain mobile game revenues that, for administrative reasons, are collected by SDE and that SDE has not remitted back to us. At the time of the Offset Agreement, such accounts receivable amounts due and owing from SDE were equal to approximately $13.5 million. During the years ended December 31, 2025 and 2024, we made cash payments to SDE in the amount of $40.2 million and $43.5 million, respectively, after offsets of an aggregate of $6 million in each year pursuant to the Offset Agreement. As of the date of this Proxy Statement, no amounts remain to be withheld by us pursuant to the Offset Agreement, and we are not entitled to any further offsets thereunder.
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Agreements with Suzhou Snail
In March 2024, we entered into an outsourcing agreement with Suzhou Snail providing for the research and development by Suzhou Snail of a new software title. Under the outsourcing agreement we paid Suzhou Snail twelve equal monthly payments of $253,000, beginning on January 1, 2024.
In July 2024, we entered into software development, publishing and distribution agreement with Suzhou Snail. Under the agreement, Suzhou Snail agreed to develop a game for distribution by us, and we agreed to make $4.5 million in milestone payments during the development of the game and an ongoing royalty payment. The agreement is superseded by the new agreement entered in April 2026.
In December 2024, we entered into an agreement with Suzhou Snail providing for the development by Suzhou Snail of an application to deliver short film content to end users. Pursuant to the agreement Suzhou Snail developed the app for release and received $290,000 from us as a development fee.
In January 2025, we entered into an agreement with Suzhou Snail providing for the development by Suzhou Snail of our For the Stars game. Pursuant to the agreement Suzhou Snail completed the development of such game, and we retain all rights, title and interest relating to the game, including the intellectual property for the project. We paid to Suzhou an aggregate of $4.1 million in twelve equal monthly installments of $340,600, beginning on January 1, 2025.
In August 2025, we entered into a Game Testing Service Agreement with Suzhou Snail for cross-platform game testing services. Under the agreement, we agreed to pay $240,000 in four quarterly installments of $60,000 through June 2026. During the year ended December 31, 2025, we paid an aggregate of $120,000 to Suzhou Snail under the Game Testing Service Agreement.
In August 2025, we entered into a Short Drama Production Agreement with Suzhou Snail, under which Suzhou Snail agreed to provide technical development, marketing and operational services related to the SaltyTV platform. In consideration therefor, we agreed to pay $720,000, payable in quarterly installments of $180,000 through June 2026. During the year ended December 31, 2025, we paid an aggregate of $360,000 to Suzhou Snail under the Short Drama Production Agreement.
In April, 2026, we entered into a Software Development Outsourcing Agreement with Suzhou Snail Digital through our wholly-owned subsidiary, Snail Games USA, Inc. The agreement provides for Suzhou Snail to carry out technical development for the Project Aether game, with us retaining all copyright, ownership, and other intellectual property for the game. We agreed to pay to Suzhou Snail an aggregate of $1.966 million in four quarterly installments of $491,500, beginning in the second quarter of 2026.
Arrangements with INDIEV, Inc.
On August 28, 2017, Snail Games USA, Inc. (“Snail Games USA”), a wholly owned subsidiary of the Company, entered into a lease with Bel Air Soto, LLC (the “Landlord”) with respect to a property in Vernon, California. The lease provided for a monthly base rent of approximately $91,410 and a term of five years and two months, commencing on September 1, 2017 and ending on October 31, 2022. During the initial term of the lease, the property was occupied by INDIEV, Inc. (“INDIEV”), a corporation owned and controlled by Mr. Shi, the Company’s Chief Strategy Officer, Chairman of the Board and a significant stockholder. During the initial term of the lease, INDIEV made all rent payments and maintained the requisite insurance policies under the lease.
The parties to the lease and INDIEV are presently involved in a proceeding before the Superior Court of the State of California for the County of Los Angeles relating to whether the initial term of the lease was validly extended pursuant to its terms. The Landlord’s complaint seeks damages in excess of $3 million. The Company disputes the allegations and the amount of damages. The Company has responded to the complaint with an answer and cross-complaint seeking the return of its $130,000 security deposit. The landlord has answered and denied the allegations of the cross-complaint. There was a mandatory settlement conference in the case which did not yield a settlement. The case is scheduled for trial in December 2026.
On April 21, 2023, Snail Games USA entered into an indemnity and reimbursement agreement with INDIEV, dated as of April 1, 2023, pursuant to which INDIEV agrees to assume all obligations and liabilities pursuant to the lease and indemnify and reimburse Snail Games USA for any amounts, damages, expenses, costs or other liability incurred by Snail Games USA arising under or pursuant to the lease or relating to the property. In October 2023, INDIEV filed for bankruptcy and the Company does not expect to recover its costs from INDIEV. Accordingly, INDIEV will not be able to indemnify the Company due to its bankruptcy.
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Consulting Agreement with Xuedong (Tony) Tian
In addition to serving as our Co-Chief Executive Officer from April 2024 though September 2025, Mr. Tian is also the founder and president of Weitian Group LLC, a corporate advisory and investor relations consulting firm. We entered into an investor relations consulting agreement with Weitian Group LLC on or about February 1, 2024, which provided for an initial term of three months. After the initial term, the investor relations consulting agreement renewed automatically for a term of 12 months, unless terminated, with or without cause, by either party upon 30 days’ written notice in advance of the effective termination date. The Company agreed to pay Weitian Group LLC $6,000 per month for the services described above. The agreement was terminated on March 31, 2025.
Director and Officer Indemnification and Insurance
We have entered into an indemnification agreement with each of our directors and executive officers. These indemnification agreements and our amended and restated certificate of incorporation and Bylaws indemnify each of our directors and executive officers to the fullest extent permitted by the Delaware General Corporation Law. We have also purchased directors’ and officers’ liability insurance.
Related Person Transaction Policy
Our Board of Directors adopted a written related person transaction policy setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds $120,000 in any fiscal year and a related person had, has or will have a direct or indirect material interest, including without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our Audit Committee will be tasked with considering all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction and the extent of the related person’s interest in the transaction.
Some of the related party transactions described in this section, occurred prior to adoption of this policy on October 18, 2022 and as such, these transactions were not subject to the approval and review procedures set forth in the policy. However, these transactions were reviewed and approved by our Board of Directors.
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Householding Of Proxy Materials
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single set of proxy materials addressed to those stockholders. This process, which is commonly referred to as householding, potentially provides extra convenience for stockholders and cost savings for companies. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards.
This year, a number of brokers with account holders who are our stockholders will be “householding” our proxy materials. Proxy materials will be delivered in one single envelope to multiple stockholders sharing an address unless contrary instructions have been received from one or more of the affected stockholders. Once you have received notice from your broker that they will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent.
If you prefer to receive separate copies of the proxy statement or annual report, contact Broadridge Financial Solutions, Inc. by calling 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department.
Stockholders who currently receive multiple copies of the proxy materials at their address and would like to request householding of their communications should contact their broker. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the proxy materials to a stockholder at a shared address to which a single copy of the documents was delivered.
Other Matters
The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.
Approval
The contents of this Proxy Statement and the sending thereof to the stockholders have been authorized by the Board.
| By Order of the Board of Directors | ||
| By: | /s/ Heidy K. Chow | |
| Name: | Heidy K. Chow | |
| Title: | Chief Financial Officer, Secretary and Director | |
April 17, 2026
A copy of our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 19, 2026, is available without charge upon written request to Investor Relations, Snail, Inc., 12049 Jefferson Blvd, Culver City, California 90230 or by accessing a copy on Snail’s website at https://investor.snail.com/financial-information/sec-filings in the Financial Information section under “SEC Filings.” Information on or accessible through our website is not incorporated by reference in this Proxy Statement.
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