Note 13. Stock-Based Compensation

2026 Omnibus Incentive Plan

The Company maintains the 2026 Omnibus Incentive Plan (the “Plan”), which provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based and cash-based awards to eligible employees, directors and consultants. The Plan is administered by the Compensation Committee of the Board of Directors. As of September 30, 2026, 9,000,000 shares of Class A common stock were authorized for issuance under the Plan, of which 3,741,143 shares remained available for future grants. On each January 1 from 2027 through 2036, the number of shares reserved under the Plan increases by a percentage of the fully diluted shares outstanding on the last day of the preceding year, or a lesser number determined by the plan administrator.

Stock Option Awards

Executive Officer Awards

On July 12, 2026, the Compensation Committee of the Board of Directors approved stock option awards under the Plan to Gerald Bartholomew Smith, the Company’s Chief Executive Officer, and Laine Mihalchick Moljo, the Company’s Chief Operating Officer, to purchase 2,700,000 shares and 1,100,000 shares, respectively, of the Company’s Class A common stock at an exercise price of $0.54 per share.

The executive options vest in three equal annual installments on January 12, 2027, 2028 and 2029, subject to the continued employment of the respective executive through each applicable vesting date. The awards provide for accelerated vesting upon certain qualifying termination events in connection with a change in control. The options expire on the tenth anniversary of the grant date.

Non-Employee Director Awards

During the three months ended September 30, 2026, the Compensation Committee approved stock option awards to non-employee directors under the Plan as follows:

On August 27, 2026, Paul Grinberg was granted options to purchase an aggregate of 93,271 shares of the Company’s Class A common stock at an exercise price of $0.63 per share, which was equal to the closing price of the Company’s Class A common stock on the grant date, in connection with his appointment to the Board of Directors. Mr. Grinberg’s award consists of (i) an initial option award covering 66,363 shares and (ii) an annual option award covering 26,908 shares. The options expire on August 27, 2036.

On September 8, 2026, Virginia Gambale was granted options to purchase an aggregate of 77,263 shares of the Company’s Class A common stock at an exercise price of $0.85 per share, which was equal to the closing price of the Company’s Class A common stock on the grant date, in connection with her appointment to the Board of Directors. Ms. Gambale’s award consists of (i) an initial option award covering 66,512 shares and (ii) an annual option award covering 10,751 shares. The options expire on September 8, 2036.

The initial option awards vest in three equal installments during each of the first three 12-month periods following the grant date on the earlier to occur during each such 12-month period of (i) the anniversary of the grant date and (ii) the annual meeting of the Company’s stockholders, subject to the director’s continued service with the Company or an affiliate through each applicable vesting date. The annual option awards vest in full on the earlier to occur of (i) the first anniversary of the grant date and (ii) the first annual meeting of the Company’s stockholders to occur following the grant date, subject to the director’s continued service with the Company or an affiliate through the vesting date.

Restricted Stock Unit Awards

On September 28, 2026, the Company granted 1,288,323 restricted stock units (“RSUs”) under the Plan to certain officers and employees, with a grant-date fair value of $1.67 per unit, or $2,151,499 in the aggregate. The RSUs vest ratably over service periods ranging from 24 to 48 months measured from each grantee’s vesting commencement date, which for certain grantees preceded the grant date, subject to the grantee’s continued service through each applicable vesting date. As a result, 212,425 RSUs were vested as of September 30, 2026, and no shares of Class A common stock had been issued in settlement of vested RSUs as of that date.

Stock-Based Compensation Expense

The Company estimated the fair value of the stock options granted to executive officers during the three months ended September 30, 2026 using the Black-Scholes option pricing model, which resulted in a grant-date fair value of $0.432 per option, or $1,641,600 in the aggregate.

The Company estimated the fair value of the stock options granted to non-employee directors using the Black-Scholes option pricing model with the same expected term, risk-free interest rate and volatility assumptions, which resulted in grant-date fair values of $0.543 per option for the options granted on August 27, 2026 and $0.733 per option for the options granted on September 8, 2026, or $107,280 in the aggregate. The initial director awards vest in three equal annual installments and the annual director awards vest in full on the earlier of the first anniversary of the grant date and the first annual meeting of stockholders following the grant date, in each case subject to continued service.

The grant-date fair value of the executive officer stock options was estimated using the following assumptions:

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The Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period of each award. The Company recognized stock-based compensation expense of $811,119 for each of the three and nine months ended September 30, 2026 and is included in general and administrative expenses in the unaudited condensed consolidated statements of operations. The Company did not recognize stock-based compensation expense for the period from August 20, 2025 (inception) through September 30, 2025. As of September 30, 2026, total unrecognized compensation cost related to unvested stock options and RSUs was approximately $3,089,261, which is expected to be recognized over a weighted-average period of approximately 2.3 years.

The following table summarizes stock option activity for the nine months ended September 30, 2026:

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As of September 30, 2026, the outstanding stock options had a weighted-average remaining contractual term of approximately 9.8 years and an aggregate intrinsic value of $5,089,643, based on the closing price of the Company’s Class A common stock of $1.83 per share on September 30, 2026. No stock options were vested or exercisable as of September 30, 2026.

The following table summarizes RSU activity for the nine months ended September 30, 2026:

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The total grant-date fair value of RSUs as of September 30, 2026 was $2,151,499.