Mount Logan Capital Inc.
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 13, 2025
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Item 5. Other Information
(a) None.
(b) In connection with the closing of the Business Combination on September 12, 2025, the Company adopted the Amended and Restated Bylaws, which are filed as Exhibit 3.2 to this Quarterly Report on Form 10-Q, which changed the procedures by which stockholders of the Company may recommend nominees to our Board of Directors. The updated procedures for stockholders to nominate directors in the Amended and Restated Bylaws provides for, among other things:
Stockholder nominations of persons for election to the Board of Directors may be made at an annual meeting of stockholders only by any stockholder of the Company who (1) was a stockholder of record at the time of giving of notice, on the record date for determination of stockholders of the Company entitled to vote at the meeting and at the time of the annual meeting, (2) is entitled to vote at the meeting and (3) complies with the notice procedures set forth in the Company’s Amended and Restated Bylaws.
For nominations to be properly brought by a stockholder at an annual meeting of stockholders, the stockholder must have given timely notice thereof in proper written form to the Secretary and in accordance with the requirements set forth in the Amended and Restated Bylaws. To be timely, a stockholder’s notice for the nomination of persons for election to the Board of Directors must be delivered and received by the Secretary at the principal executive offices of the Company in proper written form not less than 90 days and not more than 120 days prior to the first anniversary of the date on which the Company first released its proxy materials for the preceding year’s annual meeting of stockholders; provided, however, that if and only if the annual meeting is not scheduled to be held within a period that commences 30 days before the first anniversary of the preceding year’s annual meeting and ends 30 days after such first anniversary, or if no annual meeting was held in the preceding year, such stockholder’s notice must be delivered by the 10th day following the day the public announcement of the date of the annual meeting is first made.
The Amended and Restated Bylaws also specify certain requirements as to the form and content of a stockholders’ notice, which among other things, must be accompanied by a representation regarding whether such stockholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Exchange Act. These requirements may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.
(c) During the three months ended September 30, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of Mount Logan adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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