Note 8 – Stock Awards

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 June 30, 2026, 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 six months ended June 30, 2026, is as follows:

Schedule of Stock Option Activity 

A summary of the stock options outstanding at June 30, 2026, 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 $1.78 as of June 30, 2026.

The fair value of all options that vested during the three and six months ended June 30, 2026 was $115,765 and $358,514. Unrecognized compensation expense was $1,157,652 as of June 30, 2026.

In January 2026, 100,000 RSUs were granted to advisors to the Company. The RSUs will vest 50% immediately and 50% in July 2026.

In March 2026, 100,000 RSUs were granted to advisors to the Company. The RSUs vested immediately.

In April 2026, 70,000 RSUs were granted to the former Chief Financial Officer in accordance with the separation agreement. The RSUs vest immediately.

The Company determined the fair value of all the RSUs issued during the six months ended June 30, 2026 to be $529,150 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 June 30, 2026 there was unamortized stock-based compensation of approximately $4,281,021 which the Company expects to recognize over approximately 2 years.

The activity related to RSUs is summarized as follows:

 Schedule of Activity Related to RSUs