On August 25, 2025, our Board of Directors approved, and on September 29, 2025, our stockholders adopted the Amended and Restated USBC, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), effective September 29, 2025, which increased the plan share reserve by 65,000,000 shares. The 2021 Plan was previously amended effective July 31, 2025 to increase the plan share reserve to a total of 50,000,000 shares.

Under the 2021 Plan, all 115.3 million shares of common stock available under the Plan Share Reserve, as well as future shares added through the evergreen feature, are eligible for grants as “incentive stock options” intended to qualify for special tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended.

The 2021 Plan contains an evergreen provision pursuant to which, on January 1 of each calendar year during the term specified in the 2021 Plan, the number of shares available for issuance under the 2021 Plan automatically increases by a number of shares equal to the lesser of (i) 15,000,000 shares, (ii) 4% of the outstanding shares of the Company’s common stock on the last day of the immediately preceding fiscal year and (iii) such lesser number of shares as determined by the Board, in each case subject to adjustment for any stock split, reverse stock split, stock dividend or similar change in capitalization. Effective January 1, 2026, pursuant to the evergreen provision of the 2021 Plan, the maximum number of shares of common stock authorized under the 2021 Plan was increased by 15,000,000 shares to 130.4 million shares.

During the six months ended June 30, 2026, the Company issued stock option grants for 17,220,000 shares of common stock at a weighted average exercise price of $0.35. These options generally vest quarterly over three years beginning on the one-year anniversary of the grant date, with certain grants vesting earlier in accordance with the applicable award agreements. The options have contractual terms of ten years from the date of grant.

During the six months ended June 30, 2026, the Company repriced 82,000,000 stock options from an exercise price of $1.10 per share to $0.37 per share, representing the closing market price of the Company’s common stock on the date of Board approval. The Company recognized incremental stock-based compensation expense of $964,930 related to the option repricing during the six months ended June 30, 2026, in accordance with ASC 718.

During the six months ended June 30, 2026, stock option grants for 14,387,500 shares at an average exercise price of $1.04 per share were forfeited or cancelled, and vested stock option grants for 12,500 shares at an average exercise price of $1.10 expired without being exercised.


	Number of	Weighted Average
	Shares	Exercise Price
Outstanding as of December 31, 2025	96,150,750	$	1.08
Exercised	(750)	0.44
Granted	17,220,000	0.35
Forfeitures	(14,387,500)	1.04
Expired	(12,500)	1.10
Outstanding as of June 30, 2026	98,970,000	$	0.37


Range of Exercise Prices	Number Outstanding	Weighted Average Remaining Life In Years	Weighted Average Exercise Price Outstanding		Number Exercisable	Weighted Average Exercise Price Exercisable
$0.33	6,750,000	10.00	$	0.33	—	$	0.33
$0.37	92,220,000	9.72	$	0.37	9,235,000	$	0.37
	98,970,000	9.73	$	0.37	9,235,000	$	0.37

The significant weighted average assumptions relating to the valuation of the Company’s stock option grants issued and repriced during the six months ended June 30, 2026 were as follows:

There were 98,970,000 options to purchase common stock at an average exercise price of $0.37 per share outstanding as of June 30, 2026 under the 2021 Plan. The Company recorded $7,286,874 and $176,000 of compensation expense, net of related tax effects, relative to stock options for the three months ended June 30, 2026 and 2025, respectively, in accordance with ASC 718. The Company recorded $11,212,099 and $593,681 of compensation expense, net of related tax effects, relative to stock options for the six months ended June 30, 2026 and 2025, respectively, in accordance with ASC 718. As of June 30, 2026, there is $78,769,477 of total unrecognized costs related to granted stock options that are not vested. As of June 30, 2026, approximately 31.4 million shares of common stock remained available for future grants under the 2021 Plan.