On June 28, 2024, the Company’s Board of Directors authorized a share repurchase program for up to $5.0 million of the Company’s common stock, which was subsequently increased to $10.0 million in September 2024. Repurchases under the program may be made from time to time through open market or privately negotiated transactions, subject to market conditions and other factors.

To facilitate repurchases under the program, the Company has entered into a series of Rule 10b5-1 trading plans with Ladenburg Thalmann & Co. Inc. The current Rule 10b5-1 trading plan became effective on May 15, 2026 and remains in effect through November 13, 2026.

During the three and six months ended June 30, 2026, the Company repurchased 134,949 shares of its common stock for an aggregate purchase price of approximately $0.5 million.

Since the inception of the current share repurchase program, including shares repurchased pursuant to Rule 10b5-1 trading plans and the Company's modified "Dutch auction" tender offer completed in June 2025, the Company has repurchased a cumulative total of 658,217 shares of its common stock for an aggregate purchase price of approximately $1.8 million, which is reflected as treasury stock in the Company’s unaudited condensed consolidated balance sheet. The average purchase price was $2.78 per share, and approximately $8.2 million remained available for repurchase under the program as of June 30, 2026.

The Company’s stockholders approved an amendment and restatement of the 2011 Equity Incentive Plan at the Company’s 2024 Annual Meeting of Stockholders held on December 12, 2024, to increase the number of plan shares by 700,000 shares, from 3,675,000 to 4,375,000 shares. As of June 30, 2026, the Company had 152,904 remaining shares of common stock available for future issuance under the 2011 Equity Incentive Plan.

Under the Company’s 2011 Equity Incentive Plan, the Compensation Committee of the Board of Directors determines the terms and conditions of equity awards granted to participants, including vesting provisions.

During the three months ended June 30, 2026 and 2025, the Company granted its six independent directors a total of 24,324 and 35,292 shares of restricted common stock with an aggregate grant-date fair value of approximately $0.1 million and $0.1 million, respectively. These awards vested immediately upon grant.

During the six months ended June 30, 2026 and 2025, the Company granted its six independent directors a total of 49,968 and 78,150 shares of restricted common stock with an aggregate grant-date fair value of approximately $0.2 million and $0.2 million, respectively. These shares vested immediately upon grant.


Restricted Stock	Common Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Years to Vest
Nonvested at December 31, 2024	—	$	—	0.0
Granted	122,892	2.93
Vested	(122,892)	2.93
Nonvested at December 31, 2025	—	$	—	0.0
Granted	49,968	3.60
Vested	(49,968)	3.60
Nonvested at June 30, 2026	—	$	—	0.0

Expenses recognized on restricted stock issued to independent directors for services were $0.1 million and $0.1 million during the three months ended June 30, 2026 and 2025, respectively, and $0.2 million and $0.2 million for the six months ended June 30, 2026 and 2025, respectively.

During the three and six months ended June 30, 2026, the Company granted 411,364 and 428,182, respectively, time-based restricted stock units (“RSUs”) to executives and employees, with aggregate grant-date fair values of approximately $1.5 million and $1.6 million, respectively. The awards vest over periods ranging from 36 months to 48 months from their respective grant dates.

No performance-based restricted stock units were granted during the three and six months ended June 30, 2026 and 2025. Compensation expense related to previously granted performance-based restricted stock units continues to be recognized on a straight-line basis over the requisite service period, based on the grant-date fair value determined using a Monte Carlo simulation. Because these awards contain a market condition, compensation cost is recognized regardless of whether the market condition is ultimately satisfied. Performance-based awards are accounted for as restricted stock units and are included in the Company’s RSU activity and share pool disclosures.


Restricted Stock Units	Common Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Years to Vest
Nonvested at December 31, 2024	2,048,772	$	2.33	2.6
Granted	737,535	3.07
Vested	(726,564)	2.73
Forfeited	(288,816)	2.47
Nonvested at December 31, 2025	1,770,927	$	2.57	1.3
Granted	428,182	3.65
Vested	(335,178)	2.53
Forfeited	(214,664)	2.71
Nonvested at June 30, 2026	1,649,267	$	2.91	2.5

Stock-based compensation expense related to RSUs was approximately $351,023 and $353,045 for the three months ended June 30, 2026 and 2025, respectively, and $738,143 and $620,219 for the six months ended June 30, 2026 and 2025, respectively. Stock-based compensation is included in general and administrative expenses, sales and marketing, and cost of revenue in the unaudited condensed consolidated statements of operations.

As of June 30, 2026, the fair value of the Company’s common stock was approximately $3.70 per share, and the intrinsic value of non-vested RSUs was approximately $4.7 million. Total unrecognized compensation cost related to non-vested RSUs was approximately $3.6 million as of June 30, 2026 and is expected to be recognized over a weighted-average period of approximately 2.5 years.

Under the 2011 Equity Incentive Plan, the Compensation Committee of the Board of Directors determines the exercise price, vesting terms, and contractual life of stock option awards. The exercise price of incentive and nonqualified stock options is not less than 100% of the fair market value of the Company’s common stock on the grant date, or 110% of fair market value for incentive stock options granted to individuals who own more than 10% of the Company’s outstanding common stock. Unless otherwise determined at the time of grant, stock options have a contractual term of ten years and vest 25% one year from the grant date, with the remaining balance vesting in equal monthly installments over the subsequent three years. Shares issued upon the exercise of stock options are newly issued shares.

A summary of option activity under the 2011 Equity Incentive Plan during the year ended December 31, 2025 and the six months ended June 30, 2026, is presented below:


Options Outstanding	Common Shares	Weighted Average Exercise Price		Weighted Average Remaining Life (Years)
Outstanding at December 31, 2024	33,339	$	18.60	3.7
Granted	—	—
Exercised	(125)	2.08
Expired	(13,936)	28.21
Forfeited	(9)	12.61
Outstanding at December 31, 2025	19,269	$	11.76	3.5
Granted	—	—
Exercised	—	—
Expired	(5,169)	9.24
Forfeited	—	—
Outstanding at June 30, 2026	14,100	$	12.68	3.5

Exercisable at June 30, 2026	14,100	$	12.68

A summary of the nonvested stock option activity under the 2011 Equity Incentive Plan during the year ended December 31, 2025, and six months ended June 30, 2026, is presented below:


Nonvested Options	Common Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Years to Vest
Nonvested at December 31, 2024	1,125	$	18.60	3.8
Granted	—	—
Exercised	—	—
Vested	(1,125)	11.76
Forfeited	—	—
Nonvested at December 31, 2025	—	—		0.0
Granted	—	—
Exercised	—	—
Vested	—	—
Forfeited	—	—
Nonvested at June 30, 2026	—	$	—	0.0

Stock-based compensation expense recognized for stock options issued to employees was $1,568 and $9,069 for the three and six months ended June 30, 2025, respectively. No stock-based compensation related to stock options was recognized during the three and six months ended June 30, 2026, as all awards were fully vested. As of June 30, 2026, there was no unrecognized compensation cost related to non-vested stock option awards.

On November 30, 2023, the Board of Directors adopted the IZEA Worldwide, Inc. 2023 Inducement Plan (the “Inducement Plan”) to accommodate equity grants to new employees hired by IZEA in connection with acquisition transactions. Under the Inducement Plan, IZEA may grant RSUs, including performance-based and time-based RSUs, with respect to up to a total of 1,800,000 shares of IZEA common stock to new employees of IZEA or its subsidiaries.

The Inducement Plan was adopted without stockholder approval in reliance on Rule 5635(c)(4) of the NASDAQ Listing Rules. Awards under the Inducement Plan may be granted only to individuals who were not previously employees or non-employee directors of the Company, or following a bona fide period of non-employment, as an inducement material to such individuals’ entry into employment with the Company or in connection with a merger or acquisition, as permitted by the NASDAQ Listing Rules.

The following table contains summarized information about inducement grant-related RSUs during the year ended December 31, 2025 and the six months ended June 30, 2026.


Inducement Shares	Time-Based	Weighted Average Grant Date Fair Value		Weighted Average Remaining Years to Vest
Nonvested at December 31, 2024	50,000	$	2.52	3.8
Granted	—	—
Vested	—
Forfeited	—	—
Nonvested at December 31, 2025	50,000	2.52		2.8
Granted	—	—
Vested	(18,750)
Forfeited	—	—
Nonvested at June 30, 2026	31,250	$	2.52	2.3

The amended and restated IZEA Worldwide, Inc. 2014 Employee Stock Purchase Plan (the “ESPP”) provides for the issuance of up to 125,000 shares of the Company’s common stock to eligible employees regularly employed by the Company for 90 days or more on a full-time or part-time basis (20 hours or more per week on a regular schedule). The ESPP operates in successive six-month periods commencing at the beginning of each fiscal year half.

Eligible employees may elect to purchase shares of the Company’s common stock through payroll deductions of up to 10% of their annual compensation, subject to a maximum of $21,250 per year or 2,000 shares per offering period. The purchase price will be the lower of (i) 85% of the fair market value of a share of common stock on the first day of the offering period or (ii) 85% of the fair market value of a share of common stock on the last day of the offering period. The ESPP will continue until January 1, 2028, unless otherwise terminated by the Board.

Stock compensation expense related to the ESPP totaled $6,842 and $1,101 for the three months ended June 30, 2026 and 2025, respectively, and $21,888 and $11,558 for the six months ended June 30, 2026 and 2025, respectively. Stock compensation expense related to ESPP is included in general and administrative expenses, sales and marketing, and cost of revenue in the unaudited condensed consolidated statements of operations. As of June 30, 2026, there were 41,411 remaining shares of common stock available for future issuance under the ESPP.

Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite service period, net of estimated forfeitures, see “Note 1 Company and Summary of Significant Accounting Policies of the notes to the unaudited Consolidated Financial Statements.”

Total stock-based compensation expense recognized on restricted stock, restricted stock units, stock options, and employee stock purchase plan issuances during the three and six months ended June 30, 2026 and 2025 was recorded in the Company’s unaudited consolidated statements of operations as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Cost of revenue	$	16,014	$	1,340	$	37,140	$	63,789
Sales and marketing	515,965		59,994		589,503		49,724
General and administrative(1)	(174,114)		294,380		133,388		527,333
Total stock-based compensation	$	357,865	$	355,714	$	760,031	$	640,846

(1) Stock-based compensation expense for the General and Administrative department was negative during the period as a result of the targeted workforce reduction announced in May 2026. The negative expense reflects the reversal of previously recognized compensation cost associated with unvested awards that were forfeited upon employee termination. The Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period. When an employee departs prior to completing the vesting period, any unvested awards are forfeited and previously recognized expense related to those awards is reversed in the period of forfeiture.

We recognize activity in other comprehensive income (loss) for unrealized gains and losses on securities and foreign currency translation adjustments. The activity in accumulated other comprehensive income (loss) for the three and six months ended June 30, 2026 and 2025 was as follows:


	Three Months Ended June 30,
	2026						2025
	Currency Translation Adjustment		Reclassification of Foreign Currency Translation Adjustment to Income		Total Accumulated Other Comprehensive Loss		Unrealized Gain (Loss) on Securities		Currency Translation Adjustment		Reclassification of Foreign Currency Translation Adjustment to Income		Total Accumulated Other Comprehensive Loss
Balance at March 31	$	(23,582)	$	(34,218)	$	(57,800)	$	(1,694)	$	17,837	$	(34,218)	$	(18,075)
Other comprehensive income (loss)	(24,825)		—		(24,825)		1,694		(34,932)		—		(33,238)
Balance at June 30	$	(48,407)	$	(34,218)	$	(82,625)	$	—	$	(17,095)	$	(34,218)	$	(51,313)


	Six Months Ended June 30,
	2026						2025
	Currency Translation Adjustment		Reclassification of Foreign Currency Translation Adjustment to Income		Total Accumulated Other Comprehensive Loss		Unrealized Gain (Loss) on Securities		Currency Translation Adjustment		Reclassification of Foreign Currency Translation Adjustment to Income		Total Accumulated Other Comprehensive Income (Loss)
Balance at December 31	$	(19,462)	$	(34,218)	$	(53,680)	$	12,209	$	127,296	$	(34,218)	$	105,287
Other comprehensive loss	(28,945)		—		(28,945)		(12,209)		(144,391)		—		(156,600)
Balance at June 30	$	(48,407)	$	(34,218)	$	(82,625)	$	—	$	(17,095)	$	(34,218)	$	(51,313)