Note 9 – Stock Options

Thumzup’s stockholders approved Thumzup’s 2024 Equity Incentive Plan in May 2024, amending it in July 2024 to increase the number of shares reserved for issuance thereunder to 2,000,000, and approved Thumzup’s 2025 Equity Incentive Plan in April 2025 with an additional 2,000,000 shares reserved for issuance thereunder. In December 2025, the Company’s stockholders approved the 2025 Omnibus Equity Incentive Plan. The number of shares reserved for issuance under the plan are 7,000,000. The equity plans approved by the stockholder are collectively referred to as the “Plans”.

The Plans provide for the grant of incentive stock options to Thumzup’s employees, including officers, consultants and directors, and its subsidiaries’ employees, including officers, consultants and directors and for the grant of stock options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation. The Plans also provide that the grant of performance stock awards may be paid out in cash as determined by the committee administering the Plans.

Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option pricing model with a volatility figure derived from historical data. The Company accounts for the expected life of options based on the contractual life of the options.

As of December 31, 2025, the Company had 5,187,575 shares of common stock available for future issuance under the Plans.

A summary of the stock option activity for the year ended December 31, 2025, is as follows:

Schedule of Stock Option Activity  

A summary of the stock options outstanding at December 31, 2025, is as follows:

Schedule of Exercise Price of Stock Options  

The aggregate intrinsic value of outstanding stock options was $0, based on options with an exercise price less than the Company’s stock price of $5.00 as of December 31, 2025, which would have been received by the option holders had those option holders exercised their options as of that date.

The fair value of all options that vested during the year ended December 31, 2025 was $1,560,492. Unrecognized compensation expense was $1,455,508 as of December 31, 2025.

On December 22, 2025, 1,612,425 RSUs were granted to directors of the Company. The RSUs will vest 33% annually starting June 1, 2026.

The Company determined the fair value of all the RSUs issued during the year ended December 31, 2025 to be $22,411,593 based on the price of the most recent sale of common stock prior to each grant date for those RSU’s granted prior to the Listing Date, or the quoted market value on the date of issuance of the RSU’s granted after the Listing Date. As of December 31, 2025, there was unamortized stock-based compensation of approximately $5,400,282 which the Company expects to recognize over approximately 2.5 years.

The activity related to RSUs is summarized as follows:

 Schedule of Activity Related to RSUs