Lite Strategy, Inc.

EXECUTIVE COMPENSATION

Our Executive Officers

Our sole named executive officer for the fiscal year ended June 30, 2026, was:

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Justin J. File, Chief Executive Officer, Chief Financial Officer and Secretary

Summary Compensation Table

The table below sets forth for the fiscal years ended June 30, 2026 and 2025, the compensation of our named executive officers.

(1)

Represents the aggregate grant date fair value of options granted in accordance with ASC Topic 718. There we no equity awards granted to our named executive officer during fiscal year 2025.

(2)

In accordance with the SEC rules, the compensation described in this table does not include various health and welfare or other benefits received by our named executive officers that were generally available to all our regular, full-time employees, as well as certain perquisites and other benefits received by our name executive officers that, in the aggregated, were less than $10,000 for any officer.

(3)

Mr. File has been our Chief Executive Officer and a member of our Board since November 14, 2025 and previously was our Acting Chief Executive Officer since August 1, 2024. He has also been our Chief Financial Officer and Secretary since August 1, 2023.

(4)

The amount of bonus earned by Mr. File, if any, is not calculable through the latest practicable date. The amount of Mr. File's bonus, if any, is expected to be determined in fiscal year 2027 and such amount will be disclosed in a filing under Item 5.02(f) of Form 8-K.

(5)

In accordance with the terms of his Amended and Restated Employment Agreement dated March 3, 2025 (approved in fiscal year 2025), during fiscal year 2026 Mr. File was paid a $412,500 retention bonus.

(6)

In accordance with the terms of his Amended and Restated Employment Agreement dated March 3, 2025, during fiscal year 2025 Mr. File was paid a $275,000 annual incentive bonus, which represented 50% of his base salary and a $96,000 Success Fee related to the net absolute cash retention from operations as compared to forecasted cash usage through the nine months ending March 31, 2025.

Employment Agreement with our Named Executive Officer

We have entered into a written employment agreement with our named executive officer, which sets forth the terms of his employment. Mr. File's employment agreement also contains severance and change of control arrangements.

Employment Agreement between Justin J. File and Lite Strategy

In August 2024, Mr. File was promoted to Acting Chief Executive Officer, a role in which he served in addition to his roles as Chief Financial Officer and Secretary, pursuant to his prior employment agreement. The prior employment agreement remained in effect through September 30, 2025, and provided for an annual base salary of $550,000, a target annual bonus opportunity of 50% of base salary, eligibility to participate in our health, retirement, expense reimbursement and other benefit plans, and eligibility to receive option or other equity grants under the Prior Omnibus Plan on similar terms as other senior executives of Lite Strategy. In addition, the prior employment agreement provided for eligibility to receive a success fee of $96,000 and a retention bonus of $412,500 which was paid to Mr. File on September 30, 2025. The retention bonus was a contractual obligation entered into during fiscal year 2025 and is disclosed as a fiscal 2026 compensation payment.

Effective November 14, 2025, the Compensation Committee appointed Mr. File as the Chief Executive Officer, in addition to his existing roles as Chief Financial Officer and Secretary. In connection with this appointment, we entered into a new employment agreement with Mr. File (the 2025 Employment Agreement), pursuant to which his annual base salary was increased to $575,000, effective as of October 1, 2025. He will continue to be eligible to receive an annual a target annual bonus opportunity of 50% of base salary, participate in our health, retirement, expense reimbursement and other benefit plans, and receive option or other equity grants under our Prior Omnibus Plan or a successor plan on similar terms as other senior executives of Lite Strategy.

Under the 2025 Employment Agreement, if Mr. File’s employment is terminated by Lite Strategy without cause or Mr. File resigns for good reason, or his employment is terminated due to death or disability, Mr. File will be eligible to receive, conditioned upon the execution of a customary release of claims in favor of us and our affiliates, the following severance benefits, subject to his execution of an effective release of claims (other than in the event of Mr. File's death): (i) lump sum payment equal to 12 months of base salary, (ii) a pro-rated target annual bonus for the year of termination, (iii) 12 months of monthly COBRA premiums reimbursements from us, (iv) accelerated vesting of the stock options that would have vested during the 12 months following his separation date.

The 2025 Employment Agreement also provides that if we terminate Mr. File’s employment without cause in the three month period prior to a change in control at the request of the other party to the change in control transaction, or if upon or within two years following a change in control, Mr. File’s employment is terminated by us without cause or by Mr. File for good reason, then Mr. File’s outstanding stock options will fully vest and become exercisable as of his termination date, again conditioned upon the execution of a customary release of claims in favor of us and our affiliates.

If Mr. File’s employment would have been terminated as of June 30, 2026, he would have been entitled to receive payments in accordance with his Employment Agreement dated December 23, 2025. Additionally, he would have been entitled to 12 months of options vesting that aggregated 224,992 as of June 30, 2026. There was no intrinsic value of the option vesting acceleration as of June 30, 2026, because all options were underwater.

Equity Award Grant Practices

We have had no program, plan or practice pertaining to the timing of stock option grants to named executive officers coinciding with the release of material non-public information, or MNPI. The Compensation Committee has historically approved grants of options annually each year as part of our annual compensation cycle. The timing of any equity grants to newly-hired employees, or in connection with promotions or other non-routine grants, is generally tied to the event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date). Any grants to executive officers are approved at meetings of the Compensation Committee or our board of directors.

For all stock option awards granted in fiscal year 2026, the exercise price is no less than the closing price of our common stock on the date of the grant. In the event an issuer grants stock options or option-like instruments within the period commencing four business days prior to and ending one business day following the filing by the Company of a Form 10-K, Form 10-Q or Form 8-K containing material non-public information as required under Item 402(x) of Regulation S-K, Item 402(x) of Regulation S-K requires tabular disclosure of certain information related to such awards. Thetable below is being provided because certain of the stock options granted to our named executive officers during fiscal year 2026 were granted within the period commencing four business days prior to and ending one business day following the filing by the Company of a Form 10-K, Form 10-Q or Form 8-K containing material non-public information.

(1)

The option grant was approved by the Board on November 20, 2025, subject to shareholder approval of the 2026 Omnibus Plan under which the options were granted. LITS shareholders approved the 2026 Omnibus Plan on February 12, 2026.

Outstanding Equity Awards at June 30, 2026

The following table provides information on all stock options and RSUs held by our named executive officer on June 30, 2026.

(1)

Twenty-five percent of the options vested on June 12, 2024; the remaining 75% of the options are expected to vest in equal monthly installments over the following 36 months.

(2)

The options were fully vested at date of grant on July 15, 2025.

(3)

The options vest in equal installments over 36 months from November 14, 2025.

Pay Versus Performance

Provided below is our pay versus performance disclosure as required pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act. As required by Item 402(v), we have included:

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A table that compares the total compensation of our named executive officers (also known as NEOs) as presented in the Summary Compensation Table (SCT) to CAP and that compares CAP to specified performance measures; and

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Graphs that describe the relationships between CAP and our cumulative total shareholder return (TSR) and GAAP Net Income

Note: pursuant to Item 402(v)(8), Lite Strategy, as a smaller reporting company (SRC), has provided the information required by 402(v) for three years, instead of five years and is not required to provide the disclosure required by 402(v)(2)(iv) or 402(v)(5) with respect to the total shareholder return of any peer group, or our-Selected Measure disclosure required by 402 (v)(2)(vi), or the Tabular List provided pursuant to 402(v)(6).

Given our current pay program, the only difference between the SCT and CAP amounts is the value of equity awards, which for purposes of the SCT is based on the grant date fair value of equity awards granted during the year and for purposes of CAP is based on the year over year change in the fair value of equity awards that are unvested as of the end of the year, or that vested, or were forfeited during the year.

Pay Versus Performance Table. In accordance with Item 402(v) and under rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the tabular disclosure for our Chief Executive Officer (our Principal Executive Officer or PEO) and the average of our NEOs other than the PEO for fiscal years 2024, 2025 and 2026.

(1)

The PVP table reflects required disclosures for fiscal years 2024, 2025 and 2026. The following table reflects our Principal Executive Officer (PEO) and non-PEO NEOs in each of the fiscal years presented:

(2)

The amounts shown for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation earned, realized, or received by our NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.

(3)

Compensation Actually Paid (CAP) is calculated by taking Summary Compensation Table total compensation: a) less the stock award and stock option grant values; b) plus the year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or that vested, or were forfeited during the year. No adjustments were made for pension arrangements, which we do not sponsor. Reconciliation of the Summary Compensation Table total compensation and CAP is summarized in the following table:

(4)

Assumes $100 was invested in Lite Strategy for the period starting June 30, 2023, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance.

Relationship between CAP and TSR. The chart below reflects the relationship between the PEO and average non-PEO NEO CAP versus our TSR and the Peer Group TSR.

Relationship between CAP and GAAP Net Income (Loss). The chart below reflects the relationship between the PEO and average non-PEO NEO CAP and our GAAP Net Income (Loss).

Compensation of Directors

The following table provides details of the fees paid to our non-executive directors who served on the Board for the fiscal year ended June 30, 2026.

(1) For the fiscal year ended June 30, 2026, each of our non-executive directors received an annual cash retainer of $45,600. In addition to the annual cash retainer, the chair received additional annual compensation of $35,000 and each Board Committee chair received additional compensation as follows: Audit Committee: $20,000; Compensation Committee: $15,000; Nominating and Governance Committee: $10,000 and Science Committee: $20,000. Committee members not receiving compensation as a committee chairperson received additional compensation as follows: Audit Committee: $10,000; Compensation Committee: $7,500, Nominating and Governance Committee: $5,000 and Science Committee: $10,000. Such amounts are pro-rated for periods of service less than the full fiscal year.

(2)

Represents the aggregate grant date fair value of options granted in accordance with FASB ASC Topic 718 net of the cancellation described in Note 9 below.

(3)

Mr. Driscoll received cash compensation of $80,600 in connection with his service as chair of our Board, $20,000 in connection with his service as the chair of the Audit Committee, $4,729 in connection with his service on the Compensation Committee, $4,516 in connection with his service on the Nominating and Governance Committee and $6,305 in connection with his service on the Science Committee.

(4)

Dr. Glover received cash compensation of $45,600 in connection with his service on the Board, $15,000 in connection with his service as chair of the Compensation Committee, $10,000 in connection with his service on the Audit Committee, $3,153 in connection with his service on the Nominating and Governance Committee and $12,610 in connection with his service as chair of the Science Committee.

(5)

Dr. Reynolds resigned from our Board as of November 4, 2025, and received pro-rated cash compensation of $15,707 in connection with his service on the Board, $2,583 in connection with his service on the Compensation Committee and $3,444 in connection with his service as chair of the Nominating and Governance Committee.

(6)

Mr. Datoo resigned from our Board as of July 22, 2025 and received pro-rated cash compensation of $2,992 in connection with his service on our Board. Mr. Datoo also received $47,433 as the cash equivalent of the vested grant date fair value of options granted in accordance with FASB ASC Topic 718.

(7)

Mr. Flynn received cash compensation of $45,600 in connection with his service on our Board, $10,000 in connection with his service on the Audit Committee, $6,714 in connection with his service on the Compensation Committee and $8,153 in connection with his service as chair on the Nominating and Governance Committee.

(8)

Mr. Wood resigned from our Board as of August 5, 2025. He waived all cash compensation associated with his service on our Board for fiscal year 2026.

(9)

Mr. Lee, who joined our Board on July 22, 2025, does not receive Board compensation in accordance with the terms of the advisory agreement between Lite Strategy and Green Dragon Investments LLC, with which he is associated. Mr. Lee was inadvertently granted options on October 3, 2025, which were then cancelled on October 8, 2025.

(10)

Mr. Riezman joined our Board on August 5, 2025. Mr. Riezman received cash compensation of $41,187 in connection with his service on our Board.

Indemnification Agreements

We have entered into an indemnification agreement with each of our directors and executive officers. Subject to certain exceptions, the indemnification agreements provide that an indemnitee will be indemnified for all expenses incurred or paid by the indemnitee in connection with a proceeding to which the indemnitee was or is a party, or is threatened to be made a party, by reason of the indemnitee’s status with or service to us or to another entity at our request. In connection with proceedings other than those by or in the right of our company and to which the indemnitee was or is a party, or is threatened to be made a party, by reason of the indemnitee’s status with or service to us or to another entity at our request, the indemnification agreements provide that an indemnitee will also be indemnified for all liabilities incurred or paid by the indemnitee. The indemnification agreements also provide for advancement of expenses incurred by an indemnitee in connection with an indemnifiable claim, subject to reimbursement in certain circumstances.

The rights of each indemnitee are in addition to any other rights provided for under our amended and restated certificate of incorporation and our bylaws, as may be amended from time to time, and under Delaware law.