CREX Seeks Shareholder Nod for North Run Capital's Series A Conversion

Ticker: CREX · Form: DEF 14A · Filed: Dec 3, 2025 · CIK: 1356093

Sentiment: mixed

Topics: Proxy Statement, Corporate Governance, Shareholder Vote, Preferred Stock Conversion, Nasdaq Listing Rules, Change of Control, Executive Compensation

Related Tickers: CREX

TL;DR

**CREX is asking shareholders to greenlight a major ownership shift to North Run Capital, which could be a game-changer for control and future strategy.**

AI Summary

Creative Realities, Inc. (CREX) is holding its Annual Meeting on December 29, 2025, to address several critical proposals. Shareholders will vote on the election of six directors, the ratification of Grant Thornton LLP as the independent auditor for fiscal year 2025, and an advisory vote on executive compensation. A significant proposal, the Series A Conversion Proposal, seeks approval under Nasdaq Listing Rule 5635(a), 5635(b), and 5635(d) for the issuance of common stock upon conversion of Series A Convertible Preferred Stock held by affiliates of North Run Capital, LP, exceeding existing beneficial ownership and exchange cap limitations. This conversion could lead to a 'change of control' as defined by Nasdaq rules. As of the record date, November 26, 2025, there are 10,518,932 shares of Common Stock and 30,000 Preferred Shares outstanding, with Preferred Shares collectively holding 2,102,734 votes on an as-converted basis. The Board of Directors recommends a 'FOR' vote on all proposals, including the Series A Conversion Proposal, which is supported by voting agreements from directors, executive officers, and key employees holding 732,471 shares of Common Stock.

Why It Matters

The Series A Conversion Proposal is a pivotal moment for CREX, potentially altering its ownership structure and control dynamics, which could impact strategic direction and future capital raises. Approval would allow North Run Capital, LP affiliates to convert their Series A Preferred Stock into common stock beyond current limitations, potentially increasing their influence and triggering a 'change of control' under Nasdaq rules. This could signal a significant shift in investor confidence or a strategic partnership, affecting how employees perceive job security and how customers view the company's stability. Competitively, a strengthened financial position or a more concentrated ownership could enable CREX to pursue more aggressive growth strategies or acquisitions in the digital signage and experiential technology market.

Risk Assessment

Risk Level: medium — The Series A Conversion Proposal carries medium risk due to the potential 'change of control' as defined by Nasdaq rules, which could significantly alter the company's governance and strategic direction. While the Board recommends approval, and directors/executives holding 732,471 shares support it, the increased influence of North Run Capital, LP affiliates could lead to unforeseen shifts in company priorities or management. The advisory vote on executive compensation also presents a reputational risk if shareholders express significant disapproval, potentially impacting executive morale and retention.

Analyst Insight

Investors should carefully review Proposal 4, the Series A Conversion Proposal, as it represents a significant potential shift in control and ownership for CREX. Consider the implications of increased influence by North Run Capital, LP affiliates on future company strategy and valuation. Vote 'FOR' or 'AGAINST' based on your assessment of this strategic alignment and the potential impact on long-term shareholder value.

Key Numbers

Key Players & Entities

FAQ

What is the purpose of Creative Realities, Inc.'s Annual Meeting on December 29, 2025?

The Annual Meeting on December 29, 2025, is for Creative Realities, Inc. shareholders to vote on the election of six directors, ratify Grant Thornton LLP as the independent auditor, approve executive compensation on an advisory basis, and consider the Series A Conversion Proposal, among other business.

What is the Series A Conversion Proposal for Creative Realities, Inc.?

The Series A Conversion Proposal seeks shareholder approval for Creative Realities, Inc. to issue common stock upon conversion of Series A Convertible Preferred Stock held by affiliates of North Run Capital, LP, in excess of existing beneficial ownership and exchange cap limitations, as required by Nasdaq Listing Rule 5635.

Who are the key parties involved in Creative Realities, Inc.'s Series A Conversion Proposal?

The key parties are Creative Realities, Inc. as the issuer, and affiliates of North Run Capital, LP, as the holders of the Series A Convertible Preferred Stock seeking to convert their shares beyond current limitations.

What are the voting restrictions for Series A Preferred Stock holders in Creative Realities, Inc.?

Holders of Series A Preferred Stock are generally entitled to vote on an as-converted basis, but they are not permitted to vote any Preferred Shares or Conversion Shares on the Series A Conversion Proposal itself, due to Nasdaq listing rules and the Certificate of Designations.

What is the 'Beneficial Ownership Limitation' for Creative Realities, Inc.'s Series A Preferred Stock?

The Beneficial Ownership Limitation prevents any holder of Series A Preferred Shares from acquiring Conversion Shares if it would result in them or their affiliates beneficially owning more than 19.99% of Creative Realities, Inc.'s outstanding common stock immediately after the issuance.

What is the 'Exchange Cap' limitation for Creative Realities, Inc.'s Series A Preferred Stock?

The Exchange Cap limitation restricts the total number of Conversion Shares issuable from outstanding Series A Preferred Shares to 2,102,734 shares, which represents 19.99% of Creative Realities, Inc.'s issued and outstanding common stock immediately prior to the Securities Purchase Agreement.

How does the Board of Directors recommend shareholders vote on the proposals for Creative Realities, Inc.?

The Board of Directors of Creative Realities, Inc. recommends a vote 'FOR' each of the six director nominees in Proposal 1, and 'FOR' Proposals 2 (Auditor Ratification), 3 (Advisory Vote on Executive Compensation), 4 (Series A Conversion Proposal), and 5 (Adjournment Proposal).

What is the record date for voting at Creative Realities, Inc.'s Annual Meeting?

The record date for Creative Realities, Inc.'s Annual Meeting is November 26, 2025. Only shareholders of record at the close of business on this date are entitled to notice of, and to vote at, the Annual Meeting.

What happens if the Series A Conversion Proposal is approved for Creative Realities, Inc.?

If approved, the Series A Conversion Proposal would allow affiliates of North Run Capital, LP to convert their Series A Preferred Stock into common stock beyond current limitations, potentially leading to a 'change of control' as defined by Nasdaq rules and increasing their ownership stake in Creative Realities, Inc.

Are there any voting agreements in place for Creative Realities, Inc.'s Series A Conversion Proposal?

Yes, Creative Realities, Inc.'s directors, executive officers, and certain key employees, who collectively hold 732,471 shares of Common Stock, have entered into voting agreements to vote all their shares in favor of the Series A Conversion Proposal.

Risk Factors

Industry Context

Creative Realities, Inc. operates in the digital signage and digital advertising solutions industry. This sector is characterized by rapid technological advancements, increasing demand for immersive customer experiences, and a competitive landscape with both established players and emerging technology providers. Companies in this space focus on providing integrated hardware, software, and services for retail, corporate, and public spaces.

Regulatory Implications

The company must ensure compliance with Nasdaq Listing Rules, particularly Rule 5635, regarding the issuance of securities in connection with the Series A Conversion Proposal. Failure to obtain shareholder approval for this proposal could lead to non-compliance and potential delisting from the Nasdaq stock exchange.

What Investors Should Do

  1. Review the Series A Conversion Proposal carefully, understanding the potential dilution and 'change of control' implications before voting.
  2. Vote FOR Proposal 1 (Director Elections) to support the current board's governance.
  3. Vote FOR Proposal 2 (Auditor Ratification) to approve Grant Thornton LLP as the independent auditor for fiscal year 2025.
  4. Vote FOR Proposal 3 (Advisory Vote on Executive Compensation) to express shareholder sentiment on executive pay.
  5. Consider the Board's recommendation to vote FOR the Series A Conversion Proposal, noting the support from directors and executive officers, but weigh this against potential dilution.

Key Dates

Glossary

DEF 14A
A proxy statement filed with the SEC by publicly traded companies soliciting shareholder votes. (This document outlines the proposals to be voted on at the Annual Meeting and provides background information.)
Series A Convertible Preferred Stock
A class of preferred stock that can be converted into a predetermined number of common stock shares. (The conversion of this stock is a key proposal at the Annual Meeting, with potential implications for ownership and Nasdaq compliance.)
Exchange Cap Limitation
A restriction on the maximum number of common shares that can be issued upon conversion of preferred stock. (This limitation is relevant to the Series A Conversion Proposal, capping the total conversion shares at 2,102,734.)
Beneficial Ownership Limitation
A rule that restricts the percentage of a company's voting stock that any single holder can beneficially own. (This limitation is set at 19.99% for common stock held by Series A Preferred Stock holders after conversion.)
Change of Control
An event that results in a significant change in the ownership or control of a company. (The conversion of Series A Preferred Stock may trigger this definition under Nasdaq rules.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 Annual Meeting and does not contain comparative financial data from a previous year's annual report. Key metrics such as revenue, net income, and margins would typically be found in the company's Form 10-K filings, which are not the subject of this analysis.

Filing Stats: 4,834 words · 19 min read · ~16 pages · Grade level 13 · Accepted 2025-12-02 17:44:57

Key Financial Figures

Filing Documents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS 33 FORM 10-K 35 DISCRETIONARY PROXY VOTING AUTHORITY/UNTIMELY SHAREHOLDER PROPOSALS 35 SOLICITATION 35 OTHER MATTERS 35 HOUSEHOLDING OF MATERIALS 35 CREATIVE REALITIES, INC. 13100 Magisterial Drive, Suite 102 Louisville, KY 40223 PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 29 , 2025 GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING This proxy statement is being furnished by and on behalf of the board of directors (the "Board" or "Board of Directors") of Creative Realities, Inc. in connection with our 2025 annual meeting of shareholders, including any continuation, postponement or adjournment thereof (the "Annual Meeting"). The Notice of Annual Meeting and this Proxy Statement are first being distributed or made available, as the case may be, on or about December 3, 2025. Except where the context otherwise requires, references to "Creative Realities," "the Company," "we," "us," "our" and similar terms refer to Creative Realities, Inc. In addition, unless the context otherwise requires, references to "shareholders" are to the holders of our common stock, par value $0.01 per share ("Common Stock") and our Series A Convertible Preferred Stock, par value $0.01 per share ("Series A Preferred Stock"), and references to "Preferred Shares" refer to shares of our Series A Preferred Stock. Why am I receiving these proxy materials? We are providing you with these proxy materials because the Board of Directors is soliciting your proxy to vote at the Annual Meeting, including at any continuation, postponement or adjournment thereof. We intend to distribute or make available, as the case may be, this proxy statement and accompanying proxy card on or about December 3, 2025, to all shareholders of record entitled to vote at the Annual Meeting. What does it mean if I receive more than one set of proxy materials?

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