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HARROW, INC.

For the period ended Dec 31, 2025. Filed Apr 24, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2025 · Filed Apr 24, 2026

HROW$26.89+3.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A 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 Pursuant to §240.14a-12

HARROW, INC.

(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 the appropriate box):

☒No fee required
☐Fee paid previously with preliminary materials.
☐Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

ABOUT HARROW

Harrow, Inc. (“Harrow” or the “Company”) is a leading provider of ophthalmic disease management solutions in North America, founded with a commitment to deliver safe, effective, accessible and affordable medications that enhance patient compliance and improve clinical outcomes. For over a decade, we have partnered with U.S. eyecare professionals to build a comprehensive portfolio of high-quality products used to manage ophthalmic conditions affecting both the front and back of the eye, including dry eye disease, wet age-related macular degeneration, cataracts, refractive errors, glaucoma, ocular surface conditions and retina diseases. We have expanded our branded ophthalmic portfolio through acquisitions, licensing transactions and internal investment, and we continue to advance a pipeline of differentiated therapies designed to address unmet needs in eyecare. By prioritizing clinical value for both providers and patients, Harrow seeks to enhance patient outcomes and preserve vision. By combining creativity, entrepreneurship and innovation with operational discipline and strong financial performance, we are building a future where life-changing ophthalmic treatments are within reach for all.

FORWARD-LOOKING STATEMENTS

This Proxy Statement contains “forward-looking statements” within the meaning of the federal securities laws. All statements contained in this Proxy Statement other than statements of historical fact are forward-looking statements, including statements regarding our expectations, beliefs, plans, objectives, assumptions or future events or performance.

In some cases, forward-looking statements may be identified by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions, although not all forward-looking statements contain these identifying words. These statements are based on management’s current expectations, assumptions, estimates and beliefs and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond our control, that could cause actual results or outcomes to differ materially from those expressed in, or implied by, the forward-looking statements.

These risks, uncertainties and other factors include, among others, risks related to our business, financial condition, results of operations, strategy, product commercialization, regulatory matters, supply and manufacturing arrangements, intellectual property, litigation, indebtedness, cybersecurity, and other risks described under the caption “Risk Factors” and elsewhere in Harrow, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2026, and in our other filings with the SEC.

All forward-looking statements in this Proxy Statement are expressly qualified in their entirety by these cautionary statements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Proxy Statement. Except as required by law, we undertake no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this Proxy Statement.

April 24, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Harrow, Inc. (the “Annual Meeting”), which will be held at our corporate office located at 1A Burton Hills Blvd., Suite 200, Nashville, TN 37215, on June 18, 2026, at 8:00 a.m. (Central Time).

In accordance with rules adopted by the Securities and Exchange Commission, we are mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of the Proxy Statement and our Annual Report for the fiscal year ended December 31, 2025 (the “Annual Report”). The Notice of Internet Availability of Proxy Materials contains instructions on how stockholders can access the proxy documents over the Internet as well as how stockholders can receive a paper copy of our proxy materials, including the Proxy Statement, the Annual Report and a form of proxy card.

The notice of meeting and Proxy Statement describe the matters to be acted upon at the Annual Meeting. If you plan to attend the Annual Meeting and your shares are held in street name (by a broker, for example), you should ask the record holder for a legal proxy and bring it with you to the Annual Meeting, so that we can verify your ownership of Harrow, Inc. stock. Please note that if your shares are held in street name and you do not bring a legal proxy from the record holder, although you will be able to attend the Annual Meeting, you will not be able to vote at the Annual Meeting.

Whether or not you plan to attend the Annual Meeting personally, and regardless of the number of shares you own, it is important that your shares be represented at the Annual Meeting. Accordingly, we urge you to promptly complete the proxy card and return it to our Corporate Secretary at 1A Burton Hills Blvd., Suite 200, Nashville, TN 37215, or to promptly use the telephone or Internet voting system. If you do attend the Annual Meeting and wish to vote in person, you may withdraw a previously submitted proxy at that time.

Sincerely,

Mark L. Baum

Chief Executive Officer and Chairman of the Board of Directors

TABLE OF CONTENTS

PROXY SUMMARY1
2026 Annual Meeting at a Glance1
Matters To Be Voted On1
Proposal 1 Summary – Board of Directors1
Proposal 2 Summary – Executive Compensation Highlights2
Proposal 3 Summary – Ratification of Independent Auditor3
Why The Board Recommends a Vote for Each Proposal3
PROXY STATEMENT4
General4
Solicitation of Proxies4
Stockholders of Record4
Vote Required and Method of Counting Votes5
How to Vote5
Revocation of Proxies5
Cost and Method of Solicitation5
Stockholder List5
PROPOSAL 1 - ELECTION OF DIRECTORS6
DIRECTOR COMPENSATION9
CORPORATE GOVERNANCE10
Corporate Governance Guidelines10
Director Independence10
Board Leadership Structure10
Board Role in Risk Management11
Cybersecurity Risk Oversight11
Committees of the Board of Directors11
Meetings of the Board and Committees12
Meeting Attendance12
Policy on Hedging, Pledging and Similar Activities13
Code of Business Conduct and Ethics13
Stockholder Communications with Directors13
Reporting of Concerns Regarding Accounting Matters13
Nominations for Directors14
EXECUTIVE OFFICERS15
EXECUTIVE COMPENSATION16
Compensation Discussion and Analysis16
Named Executive Officers16
Overview16
Pay-for-Performance Alignment17
Compensation Risk Assessment17
Roles in Determining Executive Officer Compensation17
Compensation Program Overview18
Compensation Committee Interlocks and Insider Participation21
Compensation Committee Report21
Summary Compensation Table22
Grants of Plan-Based Awards23
Outstanding Equity Awards at Fiscal Year-End24
Option Exercises and Stock Vested26
Pension Benefits26
Nonqualified Deferred Compensation26
Compensation Arrangements with Mark L. Baum26
Compensation Arrangements with Andrew R. Boll27
Compensation Arrangements with John P. Saharek28
Compensation Arrangements with Francis W. Mullery28
Compensation Arrangements with Amir H. Shojaei29
Potential Payments Upon Termination or Change in Control as of December 31, 202530
CEO PAY RATIO31
PAY-VERSUS-PERFORMANCE32
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS35
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS36
DELINQUENT SECTION 16(a) REPORTS37
REPORT OF THE AUDIT COMMITTEE38
PROPOSAL 2 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION39
PROPOSAL 3 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM40
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS42
HOUSEHOLDING OF PROXY MATERIALS43
STOCKHOLDER PROPOSALS43
OTHER MATTERS44
Q&A ABOUT THE PROXY MATERIALS AND ANNUAL MEETING45
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.