TriSalus Life Sciences, Inc.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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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 Mar 31, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrantx
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)) |
| x | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material under § 240.14a-12 |
TRISALUS LIFE SCIENCES, INC.
(Name of Registrant as Specified in Its Charter)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| x | No fee required |
|---|---|
| ¨ | Fee paid previously with preliminary materials |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
6272 W. 91 ST Ave
Westminster, CO 80031
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 14, 2026
Dear Stockholders:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of TriSalus Life Sciences, Inc., a Delaware Corporation (the “Company”). The meeting will be held on Thursday, May 14, 2026, at 10:00 a.m. Eastern Time. The Annual Meeting will be a virtual meeting of stockholders, which will be conducted only 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 https://www.virtualshareholdermeeting.com/TLSI2026. A complete list of record stockholders will be available for examination on a reasonably accessible electronic network by any stockholder for any purpose germane to the Annual Meeting for a period of ten days ending on the day before the Annual Meeting date. If you would like to view the list, please email us at investor.relations@trislauslifesci.com.
The meeting will be held for the following purposes:
To elect to the Board of Directors (the "Board") two nominees for directors named as nominees in this Proxy Statement to hold office until the 2029 Annual Meeting of Stockholders and their successors are duly elected and qualified, or until their earlier death, resignation, or removal.
To ratify the appointment by the Audit Committee of the Board of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
To consider and vote upon, on an advisory basis, the frequency with which the Company should conduct future stockholder advisory votes on named executive officer compensation (Say-on-Frequency).
To consider and vote upon, on an advisory basis, the compensation of the Company's named executive officers (Say-on-Pay).
To conduct any other business properly brought before the meeting.
These items of business are more fully described in the Proxy Statement accompanying these proxy materials.
Instead of mailing a printed copy of our proxy materials to all of our stockholders, we provide access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or about March 30, 2026, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to all stockholders of record on our books at the close of business on March 20, 2026, the record date for the 2026 Annual Meeting (the “Record Date”), and will post our proxy materials on the website referenced in the Notice. As more fully described in the Notice, stockholders may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail, or electronically by email, on an ongoing basis.
The Annual Meeting will be held virtually through a live audio webcast. Stockholders of record at the close of business on March 20, 2026, and their proxy holders will be able to attend the Annual Meeting, submit questions and vote during the live audio webcast by visiting https://www.virtualshareholdermeeting.com/TLSI2026 and entering the control number included in your proxy card, voting instruction form, or in the instructions that you received via email. Please refer to the additional logistical details and recommendations in the accompanying proxy statement. You may log-in beginning at 9:45 a.m. Eastern Time, on Thursday, May 14, 2026.
Only stockholders of record at the close of business on March 20, 2026, and their proxy holders may vote at the meeting or any adjournment thereof.
By Order of the Board of Directors
/s/ Mats Wahlström
Mats Wahlström
Chairman of the Board
Westminster, CO
March 30, 2026
TRISALUS LIFE SCIENCES, INC.
6272 W. 91 ST Ave
Westminster, CO 80031
PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 14, 2026
MEETING AGENDA
| Proposals | Voting Standard | Board Recommendation |
|---|---|---|
| 1.Election of directors named in this Proxy Statement | Plurality of the votes cast | FOR each nominee |
| 2.Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 | Majority of the votes cast | FOR |
| 3.Approval, on an advisory basis, of the frequency of an advisory vote on named executive officer compensation (Say-on-Frequency) | The voting frequency option that receives the highest number of votes cast by stockholders will be deemed the frequency for the advisory vote on executive compensation that has been selected by shareholders | FOR the frequency of "3 YEARS" |
| 4.Approval, on an advisory basis, of the compensation of our named executive officers (Say-on-Pay) | A majority of the votes entitled to vote thereon and present at the Annual Meeting | FOR |
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING | 4 |
|---|---|
| PROPOSAL 1: | 11 |
| ELECTION OF DIRECTORS | 11 |
| Nominees for Election to the Board of Directors | 11 |
| Our Board of Directors | 11 |
| The Board of Directors and Certain Governance Matters | 16 |
| Director Nomination Process and Qualifications | 16 |
| Nominations by Stockholders | 16 |
| Board Diversity | 16 |
| Director Independence and Independence Determinations | 16 |
| Board Leadership Structure | 17 |
| Board’s Role in Risk Oversight | 17 |
| Board and Committee Meetings and Attendance | 19 |
| Board Committees | 19 |
| Committee Charters and Corporate Governance Guidelines | 25 |
| Board’s Oversight of Strategy | 25 |
| Communications with the Board | 25 |
| Code of Business Conduct and Ethics | 25 |
| Insider Trading Policy; Hedging Policy | 26 |
| PROPOSAL 2: | 27 |
| RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 27 |
| Principal Accountant Fees and Services | 27 |
| Pre-Approval Policies and Procedures | 27 |
| Audit Committee Report | 28 |
| PROPOSAL 3: | 28 |
| APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY OF AN ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION (SAY-ON-FREQUENCY) | 28 |
| PROPOSAL 4: | 29 |
| APPROVAL, ON AN ADVISORY BASIS, OF THE 2025 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (SAY-ON-PAY) | 29 |
| EXECUTIVE OFFICERS | 29 |
| EXECUTIVE COMPENSATION | 31 |
| Summary Compensation Table | 31 |
| Narrative Disclosure Summary Compensation Table | 33 |
| Outstanding Equity Awards | 35 |
| Employment Arrangements with Executive Officers | 39 |
| Potential Payments | 39 |
| Release of Material Nonpublic Information | 39 |
| Non-Employee Director Compensation | 41 |
| Non-Employee Director Compensation Policy | 42 |
| Equity Incentive Plans | 44 |
| Equity Compensation Plan Information | 46 |
|---|---|
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 47 |
| DELINQUENT SECTION 16 | 49 |
| SMALLER REPORTING COMPANY STATUS | 49 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 50 |
| Policies and Procedures for Related Person Transactions | 50 |
| Certain Related Person Transactions | 50 |
| PAY VERSUS PERFORMANCE | 51 |
| OTHER INFORMATION FOR STOCKHOLDERS | 54 |
| Stockholder Proposals for the 2025 Annual Meeting of Stockholders | 54 |
| Householding of Proxy Materials | 54 |
| Additional Filings | 54 |
| OTHER MATTERS | 55 |
| PROXY CARD | 56 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.