7. Stock-Based Compensation

HIT Equity Awards

2022 Equity Incentive Plan

On December 21, 2022, the Company adopted and approved the Health in Tech Equity Incentive Plan (the “2022 Plan”), which provides for the issuance of 4,501,683 shares of Class A Common Stock for purposes of attracting, retaining, and motivating key employees, directors, and consultants. The 2022 Plan provides for the grant of incentive stock options, nonqualified stock options, RSAs and restricted stock units. Upon the consummation of the Company’s initial public offering on December 24, 2024, the 2024 Equity Incentive Plan (the “2024 Plan”) went into effect. The terms of the 2022 Plan continue to govern the RSAs and options outstanding thereunder as of June 30, 2026 and December 31, 2025. There are no shares reserved for future issuance under the 2022 Plan.

2024 Equity Incentive Plan

On December 24, 2024, the Company adopted and approved the 2024 Plan. The 2024 Plan is a comprehensive incentive compensation plan under which the Company can grant 7,677,849 shares of equity-based and other incentive awards to officers, employees, directors, consultants and advisers. On October 3, 2025, the Company’s stockholders approved an amendment to the 2024 Plan to (i) increase the total number of shares of Class A common stock authorized for issuance pursuant to awards granted thereunder from 7,677,849 shares to 10,677,849 shares and (ii) include the issuance of up to 2,000,000 shares of Class B Common Stock and options convertible into Class B Common Stock to executive officers of the Company. The purpose of the 2024 Plan is to help the Company attract, motivate and retain such persons with awards under the 2024 Plan and thereby enhance shareholder value. The 2024 Plan provides for the grant of stock options, stock appreciation rights, performance share awards, performance unit awards, distribution equivalent right awards, RSAs, restricted stock unit awards and unrestricted stock awards. Under the 2024 Plan, 1,288,000 shares of unrestricted stock and 3,749,538 RSAs were granted as of June 30, 2026, and 1,288,000 shares of unrestricted stock and 1,363,744 RSAs were granted as of December 31, 2025.

Some RSAs granted under the 2024 Plan have service-based vesting conditions and vest over a period from one to two years. Some RSAs granted under the 2024 Plan are subject to both service and performance-based vesting conditions. These awards vest upon the achievement of specified metrics. Depending on the award, these metrics are either measured over a concurrent service period, or act as a prerequisite that must be met to initiate a subsequent 12-month service-based vesting schedule, with the awards vesting in equal monthly installments. The assessment for this prerequisite may occur within a fixed period or be indefinite. Compensation expense for awards with service and performance-based vesting conditions is recognized based on the grant-date fair value over the requisite service period on a straight-line basis to the extent achievement of the performance condition is probable. As of each reporting date, the Company estimates the probability that specified performance criteria will be met and does not recognize compensation expense until it is probable that the performance-based vesting condition will be achieved.

Restricted Stock Awards

Service-based RSAs

The table below identifies service-based RSA activity under the 2024 Plan and certain awards granted outside of the Company’s equity incentive plans for the relevant periods presented:

(1) On June 15, 2026, the Company granted 95,238 RSAs to a consulting firm outside of its equity incentive plans at a grant-date fair value of $1.05 per share, subject to vesting monthly over a 6-month period commencing on June 15, 2026.

As of June 30, 2026, there was $196,188 of unrecognized compensation cost, adjusted for estimated forfeitures based on historical data, related to non-vested service-based RSAs. The RSAs are expected to be recognized over a weighted-average remaining requisite service period of 0.4 years, using the straight-line method. The total fair value of the RSAs vested was $246,596 and $6,568 during the six months ended June 30, 2026 and 2025, respectively. The weighted-average grant-date fair value per share of RSAs granted was $1.15 and $0.64 during the six months ended June 30, 2026 and 2025, respectively.

Service and performance-based RSAs

The table below identifies service and performance-based RSA activity under the 2022 Plan and the 2024 Plan for the relevant periods presented:

As of June 30, 2026, there was $1,356,808 of unrecognized compensation cost, adjusted for estimated forfeitures based on historical data, related to non-vested service and performance-based RSAs that were considered probable of achievement. The RSAs are expected to be recognized over a weighted-average remaining requisite service period of 0.4 years, using the straight-line method. The total fair value of the RSAs vested was $401,649 and $439,465 during the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, there was $2,125,400 of unrecognized compensation expense related to non-vested service and performance-based RSAs that were considered not probable of achievement. The weighted-average grant-date fair value per share of RSAs granted was $1.55 and $0.66 during the six months ended June 30, 2026 and 2025, respectively.

During the six months ended June 30, 2026 and 2025, the Company cancelled and retired 206,785 and 0 shares of common stock, respectively, surrendered by three executive officers to satisfy tax withholding obligations in connection with the net settlement of service and performance-based RSAs.

Options

The table below identifies stock options activity under the 2022 Plan for the relevant periods presented:

The intrinsic value of a stock option is calculated as the difference between the per share exercise price of the underlying stock option award and the closing stock price on the last trading day in fiscal quarter. There were no stock options granted or exercised during the six months ended June 30, 2026 and 2025. The total fair value of options vested during the six months ended June 30, 2026 and 2025 was $29,794 and $483,141, respectively.

As of June 30, 2026, there was $28,661 of unrecognized compensation cost, adjusted for estimated forfeitures based on historical data, related to non-vested service and performance-based stock options, which is expected to be recognized over a weighted-average remaining requisite service period of 0.4 years, using the straight-line method.

HITChain Equity Awards

2026 Equity Incentive Plan

On April 10, 2026, HITChain adopted and approved the 2026 Equity Incentive Plan (the “2026 Plan”), which provides for the issuance of 5,000,000 shares of Class A Common Stock and 2,000,000 shares of Class B Common Stock of HITChain, each with par value $0.001 per share, for purposes of attracting, retaining, and motivating key employees, directors, and consultants. The 2026 Plan provides for the grant of stock options, unrestricted stock awards, RSAs, stock appreciation rights, restricted stock units and performance stock units. Under the 2026 Plan, 500,000 RSAs and 2,000,000 stock options were granted as of June 30, 2026.

Restricted Stock Awards

Service and performance-based RSAs

The table below identifies service and performance-based RSA activity for shares of Class A Common Stock under the 2026 Plan for the relevant periods presented:

As of June 30, 2026, there was no unrecognized compensation cost, adjusted for estimated forfeitures based on historical data, related to non-vested service and performance-based RSAs that were considered probable of achievement. As of June 30, 2026, there was $3,550 of unrecognized compensation expense related to non-vested service and performance-based RSAs that were considered not probable of achievement. The weighted-average grant-date fair value per share of RSAs granted was $0.01 during the six months ended June 30, 2026.

Options

The table below identifies the stock options activity for shares of Class B Common Stock granted to the Company’s Chief Executive Officer and Chief Financial Officer under the 2026 Plan for the relevant periods presented:

The intrinsic value of a stock option is calculated as the difference between the per share exercise price of the underlying stock option award and the estimated per share fair value of the HITChain’s common stock at the measurement date. There were no stock options exercised during the six months ended June 30, 2026. The weighted-average fair value of options granted during the six months ended June 30, 2026 was $0.004 per share. The total fair value of options vested during the six months ended June 30, 2026 was $8,000. As of June 30, 2026, there was no unrecognized compensation cost.

The estimated fair value of stock options was calculated using the binomial option-pricing model, based on the following range of assumptions:

Expected volatilities are based on historical volatilities of the similar public companies’ common shares over the respective expected term of the share-based awards. Risk-free interest rate is based on the yield of U.S. Treasury Strips with maturity terms similar to the expected term on the share-based awards. The exercise multiples are the share price multiples upon which the employees are likely to exercise share options. Fair market value per common share is the market value of HITChain’s stocks on the grant date. The shares of common stock to be issued upon the exercise of stock options are made available from authorized and unissued common stock.