Borealis Foods Inc.

Our named executive officers (or “NEOs”) for the year ended December 31, 2025, consisted of five individuals:

This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations, and determinations regarding future compensation programs.

Summary Compensation Table

The following table sets forth information regarding the compensation earned during the years ended December 31, 2025 and December 31, 2024 by our NEOs.

Narrative Disclosure to the Summary Compensation Table

Certain of the compensation paid to our NEOs reflected in the Summary Compensation Table was provided pursuant to plans and programs which are summarized below. Mr. Talle, Mr. Wegrzyn and Mr. Wong were not party to an employment agreement during 2025 or 2024. Ms. Rahimi and Mr. Soltanzadeh were each party to an employment agreement during 2024 and 2025. For a discussion of benefits, please see below.

Elements of Compensation

In 2025, our compensation program consisted primarily of the following elements: base salary and benefits.

2025 Base Salary

Historically, we have provided base salary as a fixed source of compensation for our executive officers. Base salaries for NEOs are established based on the scope of their responsibilities, competencies and their prior relevant experience, taking into account compensation paid in the market for similar positions and the market demand for such NEO’s total compensation package. Base salaries are reviewed annually and increased for merit reasons based on the executive’s success in meeting or exceeding individual objectives. Additionally, base salaries can be adjusted as warranted throughout the year to reflect promotions or other changes in the scope of breadth of an executive’s role or responsibilities, as well as to maintain market competitiveness.

Long Term Equity Compensation Plans

The Incentive Plan initially makes available a maximum number of 1,125,869 Common Shares. The aggregate number of Common Shares that is (i) issued to an officer, director, 10% shareholder and anyone who possesses material non-public information because of his or her relationship with the company or with an officer, director or principal shareholder of the company (“Insiders”) under the Incentive Plan or any other proposed or established share compensation arrangement within any one-year period will not exceed 10% of the total issued and outstanding Common Shares subject to the Incentive Plan from time to time and (ii) issuable to a non-employee director under the Incentive Plan during any of our fiscal years may not have a “fair value” as of the date of grant, as determined in accordance with ASC Topic 718 (or any other applicable accounting guidance), that exceeds $300,000 in the aggregate. No grants were made under the equity incentive plan to NEOs in 2025.

Health and Welfare Plans

Our named executive officers are eligible to participate in the employee benefit plans that we offer to our employees generally, including medical, life and accidental death and dismemberment, and short- and long-term disability benefits in Canada and the United States, and basic and extended health care, dental, counseling services, disability, life and accidental death and dismemberment insurance and survivor benefits in Canada.

Clawback Policy

We adopted a compensation recovery policy (the “Company’s Clawback Policy”), which was effective March 27, 2024, that is compliant with the Nasdaq Listing Rules, as required by the Dodd-Frank Act. A copy of the Company’s Clawback Policy was previously filed as Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on April 15, 2025, and is incorporated herein by reference.

Outstanding Equity Awards at Fiscal Year End

As of December 31, 2025, no NEO held any outstanding equity awards.

Director Compensation

The following table sets forth compensation earned by or paid to each non-employee director for the year ended December 31, 2025.

No non-employee directors received cash compensation for services rendered to us during the years ended December 31, 2024 and December 31, 2025. The non-employee directors received a grant of 10,000 shares under our Equity Incentive Plan for their services in year one and a grant of 2,500 shares for the first four months of year two. The grants for the balance of the year will be made in the second quarter of 2026.

Cash Compensation

The chairperson of the three principal standing committees of our board of directors are entitled to the following annual cash retainers:

No cash retainers were paid during the year ended December 31, 2025 to the chairperson of the three standing committees of our board of directors. The sums shown above will be paid during fiscal year 2026.

We also reimburse all reasonable pre-approved out-of-pocket expenses incurred by non-employee directors for their attendance at meetings of our board of directors or any committee thereof.