Watch this video explaining the core points you need to understand about this proposal: https://x.com/loyal_hq/status/2075642456058810779)

This proposal bundles four actions that upgrade how Loyal operates as a market-governed organization:

• Establish the Loyal Autonomous Treasury Vault. A Loyal Smart Account, signed only by the Loyal treasury, that can run routine, pre-approved treasury operations (Earn routing, AMM liquidity in and out, and returning funds to the treasury) without a new proposal for each action. Its first act is the liquidity rebalance below.
• Authorize a strategic OTC sale. Sell up to ~2,142,857 LOYAL (targeting $300,000) at the higher of a 7-day TWAP or a $0.14 floor, no discount to market.
• Realign incentives. Burn the team's unvested incentive allocation and move to a milestone-minting program where team tokens are only created when performance targets are met.
• Upgrade governance. Migrate to the new MetaDAO program, raise the proposal staking requirement from 500,000 to 1,000,000 LOYAL, and adopt asymmetric passing thresholds plus the optimistic governance upgrade.

All actions execute on-chain through the existing Squads treasury multisig and are disclosed transparently.

Motivation

Governance overhead is locking us out of potential returns. Every routine treasury move today requires its own proposal and its own multi-day market. We felt this directly with buybacks: the market approved a 30-day buyback, but pulling the remaining capital back would have required raising a second proposal. Reversible, routine operations should not cost a full governance cycle.

Policy-bounded vault fixes that. Loyal already builds Smart Accounts with policies and spending limits. We are turning that product on ourselves: a treasury Vault that can only move value between venues the DAO already owns. Because funds can never leave DAO control and no tokens are ever sold, there is nothing the Vault can do that harms holders, so it does not need a vote per action. This keeps every investor protection intact while removing the busywork. We believe this is a template other MetaDAO projects can reuse.

This is a product we are taking to market. Guardrailed treasury management, where funds move automatically within limits you set and is exactly what we built (and where we got traction) for retail. For businesses that can automate capital moves without sacrificing custody. Running it on our own DAO treasury first is the proof point. This proposal is the first live deployment of a product we intend to sell, tested on ourselves before we ask anyone else to trust it.

Traction. Over the past few weeks 9,000 Seeker users installed Loyal and more than 3,000 launched an agent. Loyal Earn, public for under a month, holds $390,000 in USDC. Mature yield protocols retain roughly 0.5 to 1% of TVL a year as protocol revenue, so Earn AUM is the most direct line we have between product usage and DAO revenue. The next milestones we are building toward are $500,000 and then $1,000,000 in AUM.

Alignment and runway. Burning the team's unearned incentives and moving to milestone-minting ties our upside to performance. The OTC raises runway without dumping on a thin pool.

Loyal Autonomous Treasury Vault. Establish a Loyal Smart Account (the "Vault", [Vault address, to designate]) whose sole controlling authority is the main Squads treasury multisig (AQyyTwCKemeeMu8ZPZFxrXMbVwAYTSbBhi1w4PBrhvYE).

Pre-approved operations the Vault may execute without a new proposal:

• (a) Earn routing. Deposit and withdraw USDC to and from Loyal Earn.
• (b) AMM liquidity management. Add and remove liquidity to and from the Futarchy AMM pool (GxpJkPEsPmuRCCTNnfZaDKg4X3gf4ZPgmqgFqtibaPtK).
• (c) Return to the treasury. Send any assets back to the Squads treasury at any time.

Hard constraints. The Vault may move assets only between three DAO-owned venues: Loyal Earn, the Futarchy AMM pool, and the Squads treasury. The Vault cannot:

• send assets to any external or non-DAO address,
• buy or sell LOYAL on the open market,
• mint or burn tokens,
• or modify its own policy or authority.

Anything outside this closed loop still requires a new proposal. Because value never leaves DAO control, the Vault cannot reduce what backs the token.

First action: the liquidity rebalance. Upon establishment, the Vault withdraws approximately 50% of the DAO's Futarchy AMM LP position (~$182,000 USDC and ~1,373,000 LOYAL at current balances), deposits the ~$182,000 USDC into Loyal Earn to earn a variable yield via Kamino, and returns the ~1,373,000 freed LOYAL to the treasury. This puts idle USDC to work in our own product and demonstrates the Vault. Given current pool volume, trading impact is negligible.

What this earns. Earn pays a variable rate, so this is a range and not a promise. At 6% the $182,000 returns roughly $10,900 a year. At 8%, roughly $14,600. At 10%, roughly $18,200.

The yield accrues to the DAO in USDC, which means it extends runway without selling a single LOYAL. It also makes the DAO the anchor depositor in our own product, which is the proof point we take into B2B conversations.

On pool depth. Worth addressing directly, because the proposal already contains two answers to it.

First, a buyer who wants real size does not have to go through the pool at all. The OTC window in Part 2 exists for exactly that: up to 2,142,857 LOYAL at the higher of a 7-day TWAP or the $0.14 floor, with no slippage in either direction. That is a better fill than the pool offers today, and a better fill than the pool would offer at twice its current depth.

Second, the withdrawal is not a one way door. Adding liquidity back to the AMM is a standing, pre-approved Vault operation, so if buying interest picks up the Vault can restore depth in hours rather than waiting out a multi day governance market. We plan to fund that from the two sources suggested: yield earned in Earn, and a portion of OTC proceeds.

Strategic OTC Sale

Execution

• Authorize the sale of up to 2,142,857 LOYAL from the Squads treasury via OTC, targeting $300,000 in proceeds.
• Pricing floor: the minimum price for any sale is the higher of (a) a 7-day TWAP at the time of the agreement, or (b) a fixed floor of $0.14 per LOYAL. No discount to market. If the market price falls below $0.14, no OTC sales occur below $0.14.
• Process: open OTC. Buyers are filled during the window; the DAO may attach additional conditions to individual sales.
• Proceeds: all USDC proceeds are deposited into the Squads treasury.
• Unsold tokens: any LOYAL not sold by the end of the window remains in the treasury. The sale authorization expires at window end.

Incentive Realignment

Burn. Burn the team's unvested / unissued incentive allocation.

Replace the burned allocation with a program where team incentive tokens are minted only when predefined performance milestones are met:

• 0% upfront. No team tokens exist until a milestone is hit.
• Milestone-gated. Tranches are minted as predefined price / valuation targets are met.
• If milestones are never hit, the tokens are never minted.

Why. This removes overhang from unearned tokens, and signals conviction.

Governance Upgrade

Migrate Loyal's DAO to the new MetaDAO program and adopt:

• Proposal staking requirement: raise from 500,000 to 1,000,000 LOYAL. A higher stake to open a market raises proposal quality and deters spam.
• Asymmetric passing thresholds: [+300] bps for community-sponsored proposals and [-300] bps for team-sponsored proposals. This lets the team ship aligned actions faster while holding open community proposals to a higher bar.
• Optimistic governance upgrade: adopt the upcoming optimistic governance module.

Why. These bring Loyal onto current MetaDAO best practice and reduce the friction on routine, team-sponsored operations, complementing the Vault in Part 1.

Logistics

Execution. If the proposal passes, it authorizes the creation of the Loyal autonomous vault. It would have pre-approved policies and constraints outlined in Part 1.

Once the autonomous vault is established and verified by MetaDAO (by Kollan, co-founder), authorize the withdrawal of ~50% of the Futarchy AMM LP (~$182,000 USDC and ~1,373,000 LOYAL), route the USDC to the verified Loyal Autonomous Vault, return the freed up Loyal to the DAO treasury.

Authorize sale of up to 2,142,856 LOYAL from the treasury (targeting $300,000), with 24-hour public disclosure of each trade. Proceedings of each sale go to the verified autonomous vault.

Authorize burning of team incentives and migration to the new program as described in Part 3, and adopt optimistic governance update.

Reporting. All four actions are reflected in the next Public Transparency Report and are verifiable on-chain against the respective addresses.

Approval Requested For

• Establishment of the Loyal Autonomous Treasury Vault controlled solely by the Squads treasury multisig, with the closed-loop operating policy (Earn routing, AMM liquidity in and out, return to treasury) and the hard constraints described in Part 1.
• The Vault's initial rebalance: withdraw ~50% of the Futarchy AMM LP (~$182,000 USDC and ~1,373,000 LOYAL), route the USDC to Loyal Autonomous Vault, and return the freed LOYAL to the treasury.
• OTC sale of up to 2,142,857 LOYAL from the treasury (targeting $300,000), priced at the higher of a 7-day TWAP or a $0.14 floor, over a 30-day window, with 24-hour public disclosure of each trade; proceeds to the treasury.
• Burn of the team's unvested incentive allocation and adoption of the milestone-minting program in Part 3.
• Migration to the new MetaDAO program, raising the proposal staking requirement to 1,000,000 LOYAL, adopting the asymmetric passing thresholds, and adopting the optimistic governance upgrade.

• Spot price ~$0.132, FDV ~$2.71M, total supply 23,076,923, pool volume ~$34/24h at drafting.
• $0.14 floor = implied FDV ~$3.23M; ~6% premium to spot at drafting.
• OTC cap 2,142,857 LOYAL = $300,000 at the $0.14 floor = ~9.3% of supply / ~11% of current FDV.
• Burn basis / runway: Q1 opex $162,779.52 / 3 = ~$54,260/mo → $300k ≈ 5.5 months runway.