Healthcare Triangle, Inc.

Summary Compensation Table

The following summary compensation table provides information regarding the compensation paid during our fiscal years ended December 31, 2025, and 2024, to our Chief Financial Officer, ex-Chief Financial Officer, Chief Operating Officer and our ex-Head of M&A. We refer to these individuals as our “named executive officers” for the respective years presented:

Employment and Consulting Agreements

Sujatha Ramesh, Chief Operating Officer and Director

On March 18, 2025, the Board of Directors (the “Board”) of the Healthcare Triangle, Inc. (the “Company”) appointed Ms. Sujatha Ramesh to serve as the Company’s Chief Operating Officer, effective immediately.

In connection with her appointment, on March 18, 2025, Ms. Ramesh and the Company entered into a contract for employment (the “Employment Agreement”), effective March 18, 2025, for Ms. Ramesh’s service as the Company’s Chief Operating Officer on an at-will basis. Pursuant to her Employment Agreement, Ms. Ramesh is entitled to an annual base salary of $250,000 per annum, with a one-time signing bonus of 100,000 restricted shares of the Company payable within 180 days from the date of the Employment Agreement, and $25,000 in cash as guaranteed bonus to be paid at the end of 12th month from the date of the Employment Agreement. Ms. Ramesh would be eligible for the Company’s bonus program, based upon the performance goals and bonus plan (agreed upon by and between Ms. Ramesh and the Company), along with being eligible for Company’s equity incentive plan, and other employee benefit programs (as then applicable, and available). If Ms. Ramesh violates the terms of her Employment Agreement, the Company may terminate her employment without notice and without payment of any compensation or accelerated vesting of options, subject to any over-dues. Ms. Ramesh’s Employment Agreement also provides for certain non-compete and non-solicitation covenants. The term of Ms. Ramesh’s Employment Agreement began immediately and automatically renews for successive one-year periods, unless otherwise terminated by either party.

On April 10, 2025, the Board appointed Ms. Sujatha Ramesh as an executive director of the Company, along with their current role as the Chief Operating Officer of the Company.

David Ayanoglou, Chief Financial Officer

On April 10, 2025, the Board of Directors (the “Board”) of the Company appointed Mr. David Ayanoglou to serve as the Company’s Chief Financial Officer, effective immediately.

In connection with their appointment, on April 10, 2025, Mr. Ayanoglou and the Company entered into a contract for employment (the “Employment Agreement”), effective immediately, for Mr. Ayanoglou’s service as the Company’s Chief Financial Officer on an at-will basis. Pursuant to his Employment Agreement, Mr. Ayanoglou is entitled to an annual base salary of $278,000 per annum, and would be eligible for the Company’s bonus program, based upon the performance goals and bonus plan (to be agreed upon by and between Mr. Ayanoglou and the Company), along with being eligible for Company’s equity incentive plan, and other employee benefit programs (as then applicable, and available). If Mr. Ayanoglou violates the terms of their Employment Agreement, the Company may terminate their employment without notice and without payment of any compensation or accelerated vesting of options, subject to any over-dues. Mr. Ayanoglou’s Employment Agreement also provides for certain non-compete and non-solicitation covenants. The term of Mr. Ayanoglou’s Employment Agreement began immediately and renews for an indefinite period, unless otherwise terminated by either party.

Director Compensation Table

The following table provides information concerning compensation paid to our directors during fiscal year ended December 31, 2025.

Equity Incentive Plan

On April 27, 2020, our Board of Directors adopted the 2020 Stock Incentive Plan, or the Plan, which was approved by our shareholders on April 27, 2020, and became effective on such date. The following is a summary of certain significant features of the Plan. The information which follows is subject to, and qualified in its entirety by reference to, the Plan document itself, which is filed as an exhibit to the registration statement of which this prospectus forms a part.

**Purposes:**The purpose of the Plan is to provide a means whereby employees, directors and consultants of our company, its subsidiaries and affiliates develop a sense of proprietorship and personal involvement in the development and financial success of our company, and to encourage them to devote their best efforts to the business of our company, thereby advancing the interests of our company and its shareholders. A further purpose of the Plan is to provide a means through which we may attract able individuals to provide services to or for the benefit of our company and to provide a means for such individuals to acquire and maintain share ownership in our company, thereby strengthening their concern for the welfare of our Company.

**Types of Awards:**Awards that may be granted include incentive share options, non-qualified share options, share appreciation rights and restricted awards. These awards offer our officers, employees, consultants and directors the possibility of future value, depending on the long-term price appreciation of our Common Stock and the award holder’s continuing service with our company.

**Eligible Recipients:**Persons eligible to receive awards under the Plan will be those officers, employees, directors and consultants of our Company and its subsidiaries who are selected by the administrator.

**Administration:**The Plan is administered by our compensation committee. Among other things, the administrator has the authority to select persons who will receive awards, determine the types of awards and the number of shares to be covered by awards, and to establish the terms, conditions, performance criteria, restrictions and other provisions of awards. The administrator has authority to establish, amend and rescind rules and regulations relating to the Plan.

**Shares Available:**The maximum number of Common Stocks that may be delivered to participants under the Plan is 4,000,000, subject to adjustment for certain corporate changes affecting the shares, such as share splits, if applicable. Shares subject to an award under the Plan for which the award is canceled, forfeited or expires again become available for grants under the Plan. Shares subject to an award that is settled in cash will not again be made available for grants under the Plan.

Share Options:

**General.**Share options give the option holder the right to acquire from us a designated number of Common Stock at a purchase price that is fixed upon the grant of the option. Share options granted may be either tax-qualified share options (so-called “incentive share options”) or non-qualified share options. Subject to the provisions of the Plan, the administrator has the authority to determine all grants of share options. That determination will include: (i) the number of shares subject to any option; (ii) the exercise price per share; (iii) the expiration date of the option; (iv) the manner, time and date of permitted exercise; (v) other restrictions, if any, on the option or the shares underlying the option; and (vi) any other terms and conditions as the administrator may determine.

**Option Price.**The exercise price for share options will be determined at the time of grant. Normally, the exercise price will not be less than the fair market value on the date of grant. As a matter of tax law, the exercise price for any incentive share option awarded may not be less than the fair market value of the shares on the date of grant. However, incentive share option grants to any person owning more than 10% of our voting power must have an exercise price of not less than 110% of the fair market value on the grant date.

Exercise of Options. An option may be exercised only in accordance with the terms and conditions for the option agreement as established by the administrator at the time of the grant. The option must be exercised by notice to us, accompanied by payment of the exercise price. Payments may be made either: (i) in cash or its equivalent; (ii) by tendering (either by actual delivery or attestation) previously acquired shares having an aggregate fair market value at the time of exercise equal to the exercise price; (iii) a cashless exercise (broker-assisted exercise) through a “same day sale” commitment; (iv) by a combination of (i), (ii), and (iii); or (v) any other method approved or accepted by the administrator in its sole discretion.

**Expiration or Termination.**Options, if not previously exercised, will expire on the expiration date established by the administrator at the time of grant. In the case of incentive stock options, such term cannot exceed ten years provided that in the case of holders of more than 10% of our voting power, such term cannot exceed five years. Options will terminate before their expiration date if the holder’s service with our company or a subsidiary terminates before the expiration date. The option may remain exercisable for specified periods after certain terminations of employment, including terminations as a result of death, disability or retirement, with the precise period during which the option may be exercised to be established by the administrator and reflected in the grant evidencing the award.

**Incentive and Non-Qualified Options.**As described elsewhere in this summary, an incentive share option is an option that is intended to qualify under certain provisions of the Code for more favorable tax treatment than applies to non-qualified share options. Any option that does not qualify as an incentive share option will be a non-qualified share option. Under the Code, certain restrictions apply to incentive share options. For example, the exercise price for incentive share options may not be less than the fair market value of the shares on the grant date and the term of the option may not exceed ten years. In addition, an incentive share option may not be transferred, other than by will or the laws of descent and distribution, and is exercisable during the holder’s lifetime only by the holder. In addition, no incentive share options may be granted to a holder that is first exercisable in a single year if that option, together with all incentive share options previously granted to the holder that also first become exercisable in that year, relate to shares having an aggregate fair market value in excess of $100,000, measured at the grant date.

**Share Appreciation Rights:**Share appreciation rights, or SARs, which may be granted alone or in tandem with options, have an economic value similar to that of options. When an SAR for a particular number of shares is exercised, the holder receives a payment equal to the difference between the market price of the shares on the date of exercise and the exercise price of the shares under the SAR. Again, the exercise price for SARs normally is the market price of the shares on the date the SAR is granted. Under the Plan, holders of SARs may receive this payment - the appreciation value - either in cash or shares valued at the fair market value on the date of exercise. The form of payment will be determined by us.

**Restricted Awards:**Restricted awards are shares awarded to participants at no cost. Restricted awards can take the form of awards of restricted share, which represent issued and outstanding shares subject to vesting criteria, or restricted share units, which represent the right to receive shares subject to satisfaction of the vesting criteria. Restricted share awards are forfeitable and non-transferable until the shares vest. The vesting date or dates and other conditions for vesting are established when the shares are awarded. These awards will be subject to such conditions, restrictions and contingencies as the administrator shall determine at the date of grant. Those may include requirements for continuous service and/or the achievement of specified performance goals.

**Performance Criteria:**Under the Plan, one or more performance criteria will be used by the administrator in establishing performance goals. Any one or more of the performance criteria may be used on an absolute or relative basis to measure the performance of our company, as the administrator may deem appropriate, or as compared to the performance of a group of comparable companies, or published or special index that the administrator deems appropriate.

**Other Material Provisions:**Awards will be evidenced by a written agreement, in such form as may be approved by the administrator. In the event of various changes to the capitalization of our company, such as share splits, share dividends and similar re-capitalizations, an appropriate adjustment will be made by the administrator to the number of shares covered by outstanding awards or to the exercise price of such awards. The administrator is also permitted to include in the written agreement provisions that provide for certain changes in the award in the event of a change of control of our company, including acceleration of vesting. Except as otherwise determined by the administrator at the date of grant, awards will not be transferable, other than by will or the laws of descent and distribution. Prior to any award distribution, we are permitted to deduct or withhold amounts sufficient to satisfy any employee withholding tax requirements. Our board of directors also has the authority, at any time, to discontinue the granting of awards. The board of directors also has the authority to alter or amend the Plan or any outstanding award or may terminate the Plan as to further grants, provided that no amendment will, without the approval of our shareholders, to the extent that such approval is required by law or the rules of an applicable exchange, increase the number of shares available under the Plan, change the persons eligible for awards under the Plan, extend the time within which awards may be made, or amend the provisions of the Plan related to amendments. No amendment that would adversely affect any outstanding award made under the Plan can be made without the consent of the holder of such award.

Pension Benefits

Our named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by us during the year ended December 31, 2025.

Nonqualified Deferred Compensation

Our named executive officers did not participate in, or earn any benefits under, any nonqualified deferred compensation plan sponsored by us during the year ended December 31, 2025.

401(k) Plan

We maintain a 401(k) plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees are able to make pre-tax and after-tax contributions of eligible compensation up to certain Code limits, which are updated annually. We have the ability to make matching and discretionary contributions to the 401(k) plan. The 401(k) plan is intended to be qualified under Section 401(a) Internal Revenue Code of 1986, as amended, or the Code, with the related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan are deductible by us when made and pre-tax contributions and earnings on pre-tax and after-tax contributions are not generally taxable to the employees until withdrawn or distributed from the 401(k) plan.

Clawback Policy

We maintain a compensation recovery policy that is compliant with the SEC rules and applicable stock exchange listing rules, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.