The Super League 2014 Stock Option and Incentive Plan (the “2014 Plan”) was approved by the Board and the stockholders of Super League in October 2014. The 2014 Plan was subsequently amended as further described below. The 2014 Plan allows grants of stock options, stock awards and performance shares with respect to common stock of the Company to eligible individuals, which generally includes directors, officers, employees, advisors and consultants. The 2014 Plan provides for both the direct award and sale of shares of common stock and for the grant of options to purchase shares of common stock. Options granted under the 2014 Plan include non-statutory options as well as incentive options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended.

Approval of the 2025 Omnibus Equity Incentive Plan

On June 9, 2025, the stockholders of the Company approved the 2025 Omnibus Stock Incentive Plan (the “2025 Plan”) which (i) reserves thereunder 6,250 shares for issuance in the form of restricted stock units (“RSUs”) and stock option grants (“Option Grants”), among other derivative securities, and (ii) provides for the integration of one hundred percent (100%) of the reserved shares available under the Company’s existing 2014 Plan including (a) all shares of common stock reserved and unaffiliated with any issued and outstanding restricted stock units and stock option grants under the 2014 Plan totaling 309 shares, (b) all shares of common stock relating to unvested restricted stock units under the 2014 Plan totaling 267 shares, and (c) all shares of common stock relating to issued and outstanding stock option grants totaling 703. In connection with the adoption of the 2025 Plan, the Board also approved the cancellation of all issued and outstanding stock options under the 2014 Plan (2014 Plan Canceled Awards”).

The Board administers the 2025 Plan and determines which eligible individuals are to receive option grants or stock issuances under the 2025 Plan, the times when the grants or issuances are to be made, the number of shares of common stock subject to each grant or issuance, the status of any granted option as either an incentive stock option or a non-statutory stock option under the federal tax laws, the vesting schedule to be in effect for the option grant or stock issuance and the maximum term for which any granted option is to remain outstanding. The exercise price of options is generally equal to the fair market value of common stock of the Company on the date of grant. Options generally begin to be exercisable one month after grant and typically expire 10 years after grant. Stock options and restricted shares generally vest on a straight-line basis over four years (generally representing the requisite service period). The 2025 Plan terminates automatically on June 9, 2035. The 2025 Plan provides for the following programs:

The initial reserve under the 2014 Plan was 2,431 shares of common stock, which reserve was subsequently increased to 4,167 shares upon stockholders’ approval in May 2016. In July 2017, the Company amended and restated the 2014 Plan to increase the number of shares of common stock reserved thereunder from 4,167 shares to 6,250 shares. In October 2018, the Company amended and restated the 2014 Plan to increase the number of shares of common stock reserved thereunder from 6,250 shares to 7,639 shares. In July 2020, the Company’s shareholders approved an amendment to the 2014 Plan to increase the number of shares authorized for issuance from 7,639 to 10,764. In May 2021, the Company’s shareholders approved an amendment to the 2014 Plan to increase the number of shares authorized for issuance from 10,764 to 20,834. In June 2022, the Company’s shareholders approved an amendment to the 2014 Plan to increase the number of shares authorized for issuance from 20,834 to 26,042 shares. In September 2023, the Company’s shareholders approved an amendment to the 2014 Plan to increase the number of shares authorized for issuance from 26,042 to 62,500 shares. In June 2025, the Company’s shareholders approved the 2025 Plan reserving 6,250 shares for issuance under the 2025 Plan. In October 2025, the Company’s shareholders approved an amendment to the 2025 Plan to increase the number of shares authorized for issuance from 6,250 to 580,667 shares. As of December 31, 2025, 53,000 shares remained available for issuance under the 2025 Plan. All 2025 Plan share reserve and other share amounts reflected herein have been retroactively adjusted to reflect the effect of the 2026 Reverse Split for all periods presented.

Super League issues new shares of common stock upon the exercise of stock options, the grant of restricted stock, or the delivery of shares pursuant to vested restricted stock units. The compensation committee of the Board may amend or modify the 2025 Plan at any time, subject to any required approval by the stockholders of the Company, pursuant to the terms therein. In the event that any outstanding option or other right for any reason expires or is canceled or otherwise terminated, the shares allocable to the unexercised portion of such option or other right is returned and available for the purposes of this Plan.

Stock Options

The fair value of stock options granted was estimated on their respective grant dates using the Black-Scholes-Merton option pricing model and the following weighted-average assumptions for the years ended December 31:

The expected volatility assumption for purposes of determining the fair value of stock options for the periods presented was estimated based on reference to the historical stock price volatility of the Company and a representative peer group for the applicable estimated term.

A summary of stock option activity for the year ended December 31, 2025 is as follows:

The weighted-average grant date fair value of stock options granted during the years ended December 31, 2025 and 2024 was $11.04 and $12.36, respectively. The aggregate fair value of stock options that vested during the years ended December 31, 2025 and 2024 was $64,000 and $418,000, respectively. As of December 31, 2025, the total unrecognized compensation expense related to non-vested stock option awards was $939,000, which is expected to be recognized over a weighted-average term of approximately 2.0 years.

Restricted Stock Units

The following table summarizes non-vested restricted stock unit activity for the year ended December 31, 2025:

As of December 31, 2025, the total unrecognized compensation expense related to non-vested restricted stock units was $4,535,000 which will be recognized over a weighted-average term of approximately 2.0 years.

In December 2025, the Company issued 79,112 performance stock units (“2025 PSUs”) to certain employees under the 2025 Plan, which commence vesting in one-eighth (1/8th) increments, on a quarterly basis in arrears, only upon satisfaction of the following vesting conditions during the three-year period ending on December 31, 2028: (i) 29,334 of the 2025 PSUs will commence vesting on the date that the Company’s stock price closes at $36.00 per share or above for twenty or more trading days; and (ii) 49,778 of the 2025 PSUs will commence vesting on the date that the Company’s stock price closes at $60.00 per share or above for twenty or more trading days. Noncash stock compensation expense related to the 2025 PSUs totaled $44,000 for the year ended December 31, 2025. As of December 31, 2025, total unrecognized compensation expense related to the 2025 PSUs totaled $604,000, which is being recognized over and implied service period of approximately one year.

During the years ended December 31, 2025 and 2024, the Company issued 39,750 and 53,334, respectively, restricted stock units (included in the table above) to nonemployees for services (“Nonemployee RSUs”). The weighted average grant date fair value of the Nonemployee RSUs granted during the years ended December 31, 2025 and 2024 was $19.44 and $10.08, respectively. Compensation expense for Nonemployee RSUs for the years ended December 31, 2025 and 2024 totaled $988,000 and $256,000, respectively. As of December 31, 2025, the total unrecognized compensation expense related to Nonemployee RSUs was $233,000.

Warrants Issued to Employees and Nonemployees for Services

A summary of employee and nonemployee warrant activity (outside of the 2014 and 2025 Plan) for the year ended December 31, 2025 is as follows:

The weighted-average grant date fair value of warrants granted during the year ended December 31, 2025 was $15.12. The aggregate fair value of Warrants that vested during the years ended December 31, 2025 and 2024 was $34,000 and $0, respectively. As of December 31, 2025, the total unrecognized compensation expense related to non-vested Warrants was $7,000.

Noncash Stock Compensation Expense

Noncash stock-based compensation expense was comprised of the following as of December 31:

Noncash stock-based compensation expense was included in the following financial statement line items as of December 31:

Modifications to Equity-Based Awards

Concurrent with the cancellation of the 2014 Plan Canceled Awards the Board approved the issuance of 7,367 equity awards under the 2025 Plan, comprised of 3,342 stock options and 4,025 RSUs to employees (40 participants) with the following general terms: 1) exercise price of $60.96 per share for stock options, 2) shares of common stock associated with all RSUs valued at $60.96 per share, the closing price of the Company’s common stock on the grant date, and 3) RSU and Option grants to vest at the rate of 1/24th per month in arrears (“2025 Exchanged Awards”).

Unrecognized compensation expense related to the awards cancelled under the 2014 Plan totaled $443,000 which is being recognized prospectively over the remaining modified service period of 2 years. Total incremental compensation cost related to the 2025 Exchanged Awards totaled $323,000, $177,000 of which related to vested awards as of the modification date and was recognized as expense immediately in the statement of operations for the year ended December 31, 2025, and $146,000 related to unvested awards which is being recognized prospectively over the remaining modified service period of 2 years.