USBC, Inc. Stock Compensation Disclosure

10. EQUITY INCENTIVE PLANS

On August 12, 2021, the Company established the 2021 Equity Incentive Plan which was adopted by the Company’s shareholders on October 15, 2021. The 2021 Plan was approved for 20,000,000 shares of the Company’s common stock. Common stock reserved under the 2021 Plan increased to 22,000,000 shares on January 1, 2022. On October 25, 2024, shareholders approved a Plan Amendment which increased the maximum number of shares of our common stock that may be delivered to participants under the 2021 Plan to 40,000,000. Effective January 1, 2025, pursuant to the evergreen provisions of the 2021 Plan the maximum number of shares of Common Stock authorized under the Plan was increased by 50,000 Shares to 1,050,000. On August 5, 2025, shareholders approved a Plan Amendment which increased the maximum number of shares of our common stock that may be delivered to participants under the 2021 Plan to 50,000,000 shares.

Amended and Restated 2021 Equity Incentive Plan

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” that qualify for special tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended.

Year Ended September 30, 2025

During the year ended September 30, 2025, the Company issued stock option grants for 48,628,230 shares at a weighted average price of $2.45 per share. The stock option grants expire in ten years and vest quarterly over three years beginning on the one-year anniversary of the grant date aside from 4,280,000 options which vest in 90 days after their grant date and 7,875,000 options which vest on the one-year anniversary of their grant date.

Year Ended September 30, 2024

During the year ended September 30, 2024, the Company issued stock option grants for 460,263 shares at an average exercise price of $12.40 per share. The stock option grants expire in five years. The stock option grants primarily vest immediately to quarterly over two to four years.

During the year ended September 30, 2024, stock option grants for 10,989 shares were exercised in exchange for 2,404 shares of common stock on a cashless basis at an average exercise price of $10.00 per share.

Stock option activity for the year ended September 30, 2025 was as follows:

The following table summarizes information about stock options outstanding and exercisable as of September 30, 2025:

The significant weighted average assumptions relating to the valuation of the Company’s stock option grants issued for the year ended September 30, 2025 were as follows:

Of the stock option grants of 48,634,480 shares, 750 options with an exercise price of $0.44 per share had an intrinsic value of $675 as of September 30, 2025.

There are 48,634,480 options to purchase common stock at an average exercise price of $2.46 per share outstanding as of September 30, 2025 under the 2021 Plan. The Company recorded $7,407,088 and $2,957,559 of compensation expense, relative to stock options for the years ended September 30, 2025 and 2024, respectively, in accordance with ASC 718. As of September 30, 2025, there is $72,214,923 of total unrecognized costs related to employee granted stock options that are not vested.