Equity Incentive Plan

The Company’s 2022 Equity Incentive Plan, which is shareholder approved, resolves that the Company reserve a total of 1,800,000 share of Class B Common Stock for issuance thereunder. Under the 2022 Equity Incentive Plan, the Board of Directors has the right to grant to key officers, employees and consultants options, warrants, restricted stock, and other equity.

Stock Options

Stock Option grants of Class B common shares may be issued under the 2022 Equity Incentive Plan to certain key employee(s), director(s) and/or advisor(s) of the Company, and the Board acknowledges that such individual(s) will provide important substantial services and believes that such services are a key to the success of the Company.

Option awards are generally granted with an exercise price equal to the market price of the Company’s common stock at the date of grant. Option awards have vesting periods ranging from 3 to 4 years and have 10 year contractual terms.

The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model using the following assumptions:

Assumptions used for stock option grants during the years ended December 31, 2025 and 2024 were as follows:

SCHEDULE OF ASSUMPTIONS FOR STOCK OPTION GRANTS 

A summary of stock option activity under the stock option plans during the years ended December 31, 2025 and 2024 is presented below:

SCHEDULE OF STOCK OPTION ACTIVITY

OLD GLORY HOLDING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except share data)

December 31, 2025 and 2024

The following table summarizes stock option expense recognized and remaining unearned option expense as of and for the years ended December 31:

SCHEDULE OF STOCK OPTION EXPENSE RECOGNIZED AND REMAINING UNEARNED OPTION EXPENSE

The unvested stock-based compensation cost is expected to be recognized over a weighted-average period of 1.6 years.

Warrants

The Company has issued Class B warrant shares to various shareholders, directors, individuals and vendors. The warrants provide the holder with the option to purchase Class B Common Stock at an exercise price equal to the market price of the Company’s common stock at the date of grant. Those warrant awards have vesting periods ranging from 1 month to 3 years and have 10 year contractual terms.

For those warrants issued to shareholders during 2024 and 2025, compensation expense is not recognized in the consolidated financial statements as the warrants are not considered compensatory. These warrants, which were exercisable immediately, are included in the roll-forward of warrants and in the calculation of diluted earnings per share. Warrants issued to shareholders during 2025 and 2024 were as follows:

SCHEDULE OF WARRANTS ISSUED TO SHAREHOLDERS 

Warrants issued to directors, individuals and vendors are expensed in the consolidated financial statements over the vesting period in a manner similar to stock options.

For warrant awards granted during the years ended December 31, 2025 and 2024, the fair value of each warrant award is estimated on the date of grant using the Black-Scholes option pricing model using the following assumptions:

Assumptions used for warrant grants during the years ended December 31, 2025 and 2024 were as follows:

SCHEDULE OF ASSUMPTIONS FOR WARRANT GRANTS 

A summary of activity under the warrant plans during the years ended December 31, 2025 and 2024 is presented below:

SCHEDULE OF WARRANT ACTIVITY 

OLD GLORY HOLDING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except share data)

December 31, 2025 and 2024

The following table summarizes warrant expense recognized and remaining unearned warrant expense as of and for the years ended December 31:

SCHEDULE OF WARRANT EXPENSE RECOGNIZED AND REMAINING UNEARNED WARRANT EXPENSE 

The unvested stock-based compensation cost is expected to be recognized over a weighted-average period of 0.3 years.

Restricted Stock

The Company issued 8,000 shares of immediately vested restricted stock to a vendor during the year ended December 31, 2025. These shares were valued at the market value of $7 per share on the date of grant and immediately expensed.