Beam Global

The following table sets forth all compensation awarded, earned or paid for services rendered in all capacities to the Company during the years ended* December 31, 2025and2024* to (i) each person who served as the Company’s chief executive officer during fiscal2025, (ii) thetwo most highly compensated officers other than the chief executive officer who were serving as executive officers at the end of fiscal2025 and whose total compensation for such year exceeded*$100,000,* and (iii) up totwo additional individuals for whom disclosures would have been provided in this table but for the fact that such persons werenot serving as executive officers as of the end of2025 (the “Named Executive Officers”).

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Executive Employment Arrangements

Desmond Wheatley. On* April 7, 2026,the Company entered into an Amended and Restated Employment Agreement (the “Employment Agreement”) with Desmond Wheatley, the Company’s president and Chief Executive Officer, to amend and restate Mr. Wheatley’s prior employment agreement. The Employment Agreement is on substantially the same terms and conditions as Mr. Wheatley’s prior employment agreement, which was entered into as of January 1, 2016,and amended restated on February 9, 2022.The Employment Agreement extends the term of the Employment Agreement to December 31, 2028and reflects Mr. Wheatley’s current annual cash compensation of$400,000* and his current target bonus of100% of his annual cash compensation.

On* November 10, 2022,the Board approved a stock grant to Mr. Wheatley under the Company’s2021* Equity Incentive Plan, consisting of (i) aone-time grant of142,500 restricted stock units (“RSUs”) and (ii) a target number of142,500 performance restricted stock units (“PRSUs”) to further incentivize and align Mr. Wheatley’s interest with the Company. For the RSUs,50% vested upon the grant date,25% vested on* February 1, 2024and25%* vested on* February 1, 2025.The PRSUs were tied tothree*-year revenue and gross margin goals for the company and vested upon determination of performance by the Compensation Committee. The number of shares issued under the PSUs were determined based on the achievement of performance metrics specific to the Company that were measured at the end of fiscal year2024. The fair value of both the RSUs and PSUs were based on the stock price of*$13.05* per share on the date of grant. The PSUs were further reviewed to determine estimated performance over the term and then a factor was applied ranging from0% to150% of the grant date fair value. As of* December 31, 2024,the PSUs vested at the “maximum”three-year cumulative revenue payout of150%* and the “threshold”three-year average gross margin of75%, resulting in the issuance of an additional44,531 shares of common stock for a total of187,031 shares granted under the PSU.

Lisa Potok. Ms. Potok, the Company’s Chief Financial Officer, and the Company agreed to an offer letter dated* November 10, 2023,whereby the Company agreed to pay Ms. Potok an annual salary of$310,000* per year. Ms. Potok is eligible for an annual bonus up to50% of her base salary subject to performance metrics established by the Company. Upon Ms. Potok’s appointment as its Chief Financial Officer, the Company also granted Ms. Potok an option to purchase up to75,000 shares of the Company’s common stock at an exercise price equal to*$5.50* which vests over afour-year period.

Severance and Change in Control Agreements

Mr. Wheatley’s employment agreement with the Company provides for a payment in an amount equal tofour times his annual compensation if he is terminated for reasons other than mutual agreement, his death, his breach or other cause, or upon his disability, as defined in the agreement.

On* February 9, 2021,the Board adopted a Change in Control Severance Benefit Plan. The Plan provides severance benefits to eligible participants upon selected terminations of service in connection with a change of control of the Company. The Plan provides that upon termination of service of a participant by voluntary resignation of employment by the participant for good reason (which good reason occurred within thethree* (3) months prior to ortwelve (12) months following the effective date of a change of control), or by the Company without cause, and the satisfaction of certain other requirements, the participant* may*receive certain (i) cash severance payments; (ii) bonus severance payments; (iii) health insurance premium payments; or (iv) acceleration of vesting of outstanding options or other equity awards as provided in the Plan. The Company’s Chief Financial Officer, Lisa Potok is a participant under the Plan.

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Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding outstanding stock options held by our named executive officers as of* December 31, 2025*.

Option Awards

Equity Benefit and Stock Plans

Stock Incentive Plan

On* August 10, 2011,in order to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons in our development and financial success, the Company adopted the2011* Stock Incentive Plan (the*"2011* Plan"), pursuant to which600,000 shares plus annual increases as provided in the2011 Plan for a total of30,000 shares as of* December 31, 2019,were reserved for issuance as awards to employees, directors, consultants and other service providers. Under the2011* Plan, we were authorized to issue incentive stock options intended to qualify under Section422 of the Code and non-qualified stock options. The2011 Plan is administered by our Board of Directors until such time as such authority has been delegated to a committee of the Board of Directors. The2011 Plan was ratified by our shareholders in2012 and expired in2021.

On* June 9, 2021,the Company’s stockholders approved the Beam Global2021* Equity Incentive Plan (the*“2021* Plan”) under which2,000,000 shares of the Company’s common stock are reserved to be issued pursuant to the exercise of stock options or other awards granted under such plan in addition to the630,000 shares previously reserved under the Beam Global2011 Stock Incentive Plan. The number of shares reserved for issuance under the2021 Plan will increase automatically on* January1* of each of2022 through2031 by the number of shares equal to5% of the aggregate number of outstanding shares of the Company’s common stock as of the preceding* December31,* or a lesser number as* may*be determined by our board of directors or compensation committee.

We provide the following discussion of the timing of option awards in relation to the disclosure of material nonpublic information, as required by Item402(x) of Regulation S-K. Equity awards are discretionary, and our Compensation Committee didnot take material nonpublic information into account when determining the timing and terms of equity awards in2024, and the Company doesnot time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

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Incentive Plan Awards

From* January 1,2025 through December 31, 2025*, the Company granted a total of224,500 stock options under the2021 Plan, which were granted to58 of its employees.

The following table sets forth certain information regarding our2011 and2021 Plan as of* December 31, 2025*:

Limitation of Liability and Indemnification Matters

Under Nevada General Corporation Law and our articles of incorporation, our directors and officers will haveno personal liability to us or our stockholders for monetary damages incurred as the result of the breach or alleged breach by a director or officer of his “duty of care.” This provision doesnot eliminate or limit the liability of a director or officer for (i) acts or omissions that involve intentional misconduct or a knowing violation of law or (ii) the payment of dividend in violation of Section78.300 of the Nevada Revised Statutes. This provision would generally absolve directors of personal liability for negligence in the performance of duties, including gross negligence.

The effect of this provision in our articles of incorporation is to eliminate the rights of Beam Global and our stockholders (through stockholder’s derivative suits on behalf of Beam Global) to recover monetary damages against a director or officer for breach of his fiduciary duty of care (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in clauses (i) through (ii) above. This provision doesnot limit or eliminate the rights of Beam Global or any stockholder to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director’s or officer’s duty of care. Nevada General Corporation Law grants corporations the right to indemnify their directors, officers, employees and agents in accordance with applicable law. Our bylaws provide for indemnification of such persons to the full extent allowable under applicable law. These provisions willnot alter the liability of the directors under federal securities laws.

We intend to enter into agreements to indemnify our directors and officers, in addition to the indemnification provided for in our bylaws. These agreements, among other things, indemnify our directors and officers for certain expenses (including attorneys’ fees), judgments, fines, and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of Beam Global, arising out of such person’s services as a director or officer of Beam Global, any subsidiary of Beam Global or any other company or enterprise to which the person provides services at the request of Beam Global. We believe that these provisions and agreements are necessary to attract and retain qualified directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act* may*be permitted to directors, officers, or persons controlling Beam Global pursuant to the foregoing provisions, Beam Global has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.