NOTE 11         STOCK-BASED COMPENSATION

On May 28, 2026, the Company adopted an Equity Incentive Plan (the “2026 EIP”), which was approved by the Board of Directors of the Company and shareholders. The 2026 EIP is a long-term incentive plan that allows for the issuance of equity awards to key management, employees, directors, and consultants of the Company and its subsidiaries. The maximum aggregate number of shares of the Company’s common stock approved and authorized for issuance under the 2026 EIP is 7,500,000 shares, plus the number of shares that become available for future issuance as a result of the forfeiture, cancellation, expiration or reacquisition of awards granted under the 2026 EIP, and Comstock Inc.'s 2022 and 2020 Equity Incentive Plans. As of June 30, 2026, 4,745,606 shares remained available for issuance under the 2026 EIP. To date, the Company has granted RSUs and PSUs” (together, the “Awards”) under the 2026 EIP. The RSUs generally vest based on continued service, while the PSUs contain service and market-performance-based vesting conditions, with vesting and payout dependent on the achievement of specified traded share price targets over the applicable performance period. The Company reflects the shares of common stock awarded as issued and outstanding shares when they have both vested and delivered to the individual.

Restricted Stock Units

Grants of the Company's RSUs consist of time-based awards that generally vest annually over a three-year service period. The Awards are subject to the risk of forfeiture until vested by virtue of continued employment or service to the Company.

The following is a summary of RSU activity during the period ended June 30, 2026:

For the period ended June 30, 2026, the Company recorded a total stock‑based compensation expense of $39,918 related to RSUs awarded to employees. As of June 30, 2026, total stock-based compensation expense not yet recognized related to unvested RSUs was $2,818,477, which is expected to be recognized over a weighted-average period of 3.0 years. 

Performance Share Units

The performance-based RSU awards are subject to the achievement of specified stock price performance conditions over defined performance periods, measured relative to the Company’s stock price at grant. The number of units that may be earned varies based on the extent to which the Company’s stock price meets or exceeds pre-established thresholds, with the potential for above-target payouts upon achievement of higher stock price levels. These awards are also subject to continued service through the applicable vesting date.

The following is a summary of the PSU activity during the period ended June 30, 2026:

For the period ended June 30, 2026, the Company recorded a total stock‑based compensation expense of $76,648 related to PSUs awarded to employees. As of June 30, 2026, total stock-based compensation expense not yet recognized related to unvested PSUs was $5,676,793, which is expected to be recognized over a weighted-average period of 3.2 years.

The fair value of the PSUs is estimated using a Monte Carlo Simulation to address the path-dependent nature of the market-based vesting conditions. Based on the award term, equity value, expected volatility, risk-free rate, and a series of random variables with a normal distribution, the future equity value was simulated. Each trial within the simulation includes assumptions of achieving a per share valuation level of the Company’s common stock as stipulated in the agreement to determine whether the market-based conditions are met resulting in vesting or not, and the future value of the award.

The equity target appreciations for the base PSUs of the price per share of our common stock are $6.00, $8.00, and $10.00 as of June 30, 2027,  June 30, 2028,  June 30, 2029, respectively. The equity target appreciations for the enhanced PSUs of the price per share of our common stock are $7.00, $9.00, and $11.00 as of June 30, 2027,  June 30, 2028,  June 30, 2029, respectively.

For the six-months ended June 30, 2026, the key inputs and assumptions used in the valuation of the PSUs were as follows: