TREACE MEDICAL CONCEPTS, INC.

On August 6, 2026, our Board of Directors (the "Board") approved and adopted amendments to our existing Bylaws (as so amended, the "Amended and Restated Bylaws") to, among other things:

(i)

address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements;

(ii)

clarify and enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including, without limitation, to:

a.

require that the nominating or proposing stockholder be a stockholder of record both at the time notice is given and at the time of the meeting,

b.

require additional background information and disclosures regarding nominating or proposing stockholders, proposed director nominees and business, and other persons related to the stockholder’s solicitation of proxies,

c.

require proposed director nominees to provide certain additional representations regarding disclosure of voting commitments and intent to serve the entire term,

d.

prohibit a stockholder from nominating a greater number of director candidates than are subject to election by stockholders at the applicable meeting, and

e.

specify that notice deadlines and disclosure requirements apply to any stockholder director nominations made in connection with a special meeting at which directors are to be elected;

(iii)

require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white;

(iv)

provide that special meetings of the Board may be called by the chairperson of the Board, the chief executive officer, the president, or the secretary, in addition to a majority of the total number of directors constituting the Board; and

(v)

make other technical, conforming, modernizing and clarifying amendments.

The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.