URANIUM ENERGY CORP

Compensation Discussion and Analysis

Oversight of Executive Compensation Program

Our Board has established a Compensation Committee that operates under a written charter approved by our Board. Our Compensation Committee is comprised of Vincent Della Volpe, David Kong and Gloria Ballesta. Mr. Della Volpe is the Chairperson of our Compensation Committee. All of the members of our Compensation Committee meet the compensation committee independence standards of the NYSE American. Our Board has determined that none of our Compensation Committee members have any material business relationships with us. The independence of the Compensation Committee members is re-assessed regularly by the Company.

Our Compensation Committee of our Board is responsible for overseeing our executive and director compensation.

The responsibilities of our Compensation Committee, as stated in its charter, include the following:

Our Compensation Committee is responsible for developing the executive compensation philosophy and reviewing and recommending to our Board for approval all compensation policies and compensation programs for our executive team.

Independent Compensation Advisor

Our Compensation Committee retains on an annual basis an independent compensation advisor to provide advice on the structure and levels of compensation for our executive officers and directors and to undertake a comprehensive review of our incentive plans. In Fiscal 2026, our Compensation Committee retained Global Governance Advisors (“GGA”) to provide independent compensation advice to our Compensation Committee and to our Board. GGA is an internationally recognized, independent advisory firm that provides counsel to boards of directors on matters relating to executive compensation and governance and has significant experience in the mining sector. GGA is retained to continually review the compensation levels for our executive officers and directors and short- and long-term incentive plans, and to evaluate and make recommendations based on competitive market trends on our overall executive and director compensation philosophy, objectives and approach.

GGA’s services in Fiscal 2026 included:

In Fiscal 2026, with the recommendations put forth by GGA (the “GGA Recommendations”), our Compensation Committee maintained the following general principles in determining our executive and non-executive director total compensation plans.

We recognize that people are our primary asset and our principal source of establishing a competitive advantage. In order to recruit, motivate and retain the most qualified individuals as senior executive officers, we strive to maintain an executive compensation program that is competitive in the mining industry, which is a competitive, global labor market.

Our Compensation Committee’s objective is to establish a compensation program that is designed to align with industry trends and attract and retain the best available talent while efficiently utilizing available resources, while also aligning management’s compensation with the long-term interests of our stockholders. These objectives are achieved primarily through base compensation, short-term non-equity incentive compensation and long-term equity compensation designed to be competitive with comparable companies. In determining executive management’s compensation, our Compensation Committee also takes into consideration our performance and financial condition.

In order to accomplish our goals and to ensure that our executive compensation program is consistent with our direction and business strategy, the compensation program for our senior executive officers is based on the following objectives:

The following key principles guide our overall compensation philosophy:

Benchmarking Compensation and Peer Groups

In Fiscal 2026, our Compensation Committee commissioned a Peer Group review from GGA as part of a competitive compensation market review of executive and director compensation in order to stay abreast of changes in the external market and to ensure that we continued to benchmark compensation with appropriate market comparators. In addition to external market trends, our Compensation Committee considered the complexity of our operations and the range of size of several of the appropriate comparable companies and, with the GGA Recommendations provided to them, revised our Peer Group from the prior fiscal year to address changes in the external market and to better reflect our business. Our Peer Group used to benchmark our executive and director compensation program for Fiscal 2026 remained relatively consistent with the prior fiscal year’s peer group and included uranium and precious metals mining companies and consumable fuel companies publicly traded on major North American exchanges that were of similar size to us, primarily based on market capitalization, with greater emphasis on revenue and total assets. Our Peer Group was used by the Compensation Committee to establish the compensation levels for our executive officers and our directors.

In Fiscal 2026, with the GGA Recommendations, our compensation philosophy used the median of our Peer Group as the primary reference point for our executive officers’ compensation, while retaining the discretion to position individual compensation above or below the median to reflect factors such as an individual’s experience, tenure, scope of responsibilities, sustained performance and retention considerations. At the time of our Peer Group review, we were positioned at the 63 rd percentile on a market capitalization basis, and at the 18 thand 17 th percentile on a total assets and last twelve months total revenue basis, respectively, compared with our Peer Group.

In Fiscal 2026, the following companies were removed from or added to our Peer Group:

The peers removed from our prior fiscal year’s peer group were linked to changes in the external market or reflected the increased scale and complexity of our operations. The peers added to our prior fiscal year’s peer group were approved on the merit of industry/sector relevance where we are directly competing for talent, operations and size. Overall, adjustments made for our Peer Group were completed to address our operational growth. When examining peer alternatives, a balanced approach that examined other uranium mining and consumable fuels company peer groups was used to ensure that our Peer Group aligned within market norms.

In Fiscal 2026, our Peer Group was comprised of the following companies:

Named Executive Officers

Our named executive officers (collectively, the “Named Executive Officers” or “NEOs”) for Fiscal 2026 were:

Compensation Elements and Rationale

Our executive compensation program consists of base compensation, short-term non-equity incentive compensation and long-term incentive equity compensation.

Base Compensation

Base compensation is intended to reflect the scope of our NEOs’ responsibilities, performance, skills and experience as compared with relevant and comparable companies within our industry and the marketplace where we compete for talent. Base compensation is a fixed component of the compensation program and is used as the base to determine elements of incentive compensation and benefits.

The base compensation paid to our NEOs is more particularly described below under “Executive Services Agreements”.

Short-Term Incentive Awards

Our short-term incentive plan (the “STIP”) is a variable component of compensation and has the objective of motivating our executive officers to achieve corporate objectives over a one-year period and to provide a means to reward the achievement of corporate milestones and fulfillment of our annual business plan. Our STIP provides an opportunity for an annual cash payout based on performance relative to the achievement of corporate performance and individual goals and metrics. Our STIP has a maximum payout opportunity, which is 200% of each executive officer’s target STIP.

Our Compensation Committee establishes STIP performance goals, metrics, weightings and targets in the first quarter of each fiscal year. Each of our executive officers has a target STIP set as a percentage of their base compensation (each, a “Target Award”), with payouts based on a performance multiplier dependent on our corporate and individual performance. The performance multiplier and payouts achieved can range between 0% and 200% of each Target Award. No payout is awarded if our Compensation Committee deems that performance goals were not achieved. To determine Target Awards our Compensation Committee considers the breadth, scope and complexity of each executive officer’s role, internal equity and whether the executive officer’s incentive compensation is competitive relative to similarly situated executives at companies in our Peer Group.

The following sets forth our Fiscal 2026 base compensation and the formula for the payment of STIP awards.

The following sets forth the Target Awards expressed as a percentage of base compensation along with the corresponding corporate and individual performance weightings for our NEOs for Fiscal 2026.

Performance Scorecard

Our Compensation Committee establishes a performance scorecard in the first quarter of each fiscal year that sets out performance goals and metrics to guide and motivate the executives to execute on our strategy. At the end of each fiscal year, our Compensation Committee evaluates actual performance relative to the performance goals and metrics and recommends to our Board the payment of STIP awards.

In the first quarter of Fiscal 2026, our Compensation Committee selected performance goals and metrics within a performance scorecard. At the end of Fiscal 2026, our Compensation Committee evaluated performance achieved relative to our performance goals and metrics. The corporate goals are viewed as critical to adding value to stockholders and cover a mix of operational, balance sheet, health and safety and business development criteria. The key performance indicators are provided in the balanced scorecard below. Each executive officer was also evaluated on a set of individual performance objectives tied to their unique role, responsibilities and time commitment.

The following sets forth the performance scorecard for Fiscal 2026.

Secondary Performance and Discretionary Considerations

To address sustainability related objectives, under the STIP, the corporate scorecard can be reduced by up to 10% of the overall corporate multiplier based on an assessment of performance in connection with sustainability goals and objectives. This sustainability-related performance consideration does not act to increase the multiplier. For Fiscal 2026, our Sustainability Committee and Compensation Committee monitored overall satisfaction on the results of the following areas: in Wyoming and Texas - enhancing reclamation efforts for exploration drilling by implementing sediment control, soil recontouring and revegetation; in Wyoming - optimizing 11(e)2 byproduct management by using a bailer compactor, reducing waste volume and fuel consumption for shipments and continuing reclamation in Mine Unit 2 to meet expectations of stakeholders, including regulatory agencies and landowners; and at our Roughrider Project - continuing to advance environmental baseline studies.

In addition, after the formulaic scorecard results are determined, the Compensation Committee may, in its discretion, increase or decrease each executive’s STIP award by up to a maximum of 20% based on its holistic assessment of overall company performance, including financial, operational, safety, environmental, sustainability and governance, and other strategic milestones, and the executive’s individual performance. Any upward adjustment is subject to the plan’s maximum payout of 200% of target.

Performance Goals and Metrics

Our Compensation Committee selected the following performance goals and metrics within our performance scorecard on the belief that these performance goals and metrics were aligned with our corporate strategy and could be impacted by our executive officers. In Fiscal 2026, the payout opportunities for threshold, target and breakthrough performance levels were set at 50%, 100% and 200% of each Target Award, respectively, with interpolation between performance levels.

**Operational Objectives:**Our Compensation Committee selected this metric based on the belief that achieving operational objectives will advance our ability to scale production and support additional extraction capacity. This metric consisted of the following operational objectives: (i) at Christensen Ranch and Irigaray, construct header houses in wellfields 10-ext., 11 and 12 and refurbish the Irigaray CPP to support 24/7, two-shift operations; (ii) at Burke Hollow, complete construction and commence operations; (iii) at Sweetwater, advance permitting and licensing activities with the BLM and WDEQ, complete an analysis of mill refurbishment and the design of an ion exchange circuit, and advance exploration drilling in support of S-K 1300 resource reporting; and (iv) at Roughrider, complete delineation drilling required to support a pre-feasibility study. The target level of performance required us to achieve any three of four operational objectives, the threshold level of performance required us to achieve any two of four operational objectives and the breakthrough level of performance required us to achieve all four operational objectives. As of July 31, 2026, we had completed three of the four operational objectives and substantial progress was achieved on the fourth operational objective, resulting in performance at 150%. Work continues to assess the refurbishment requirements for the Sweetwater Mill for both conventional and ISR operations.

Balance Sheet: Our Compensation Committee selected this metric based on the belief that strengthening our balance sheet with at least $75 million of liquid assets comprised of cash and the fair value of physical uranium and equity holdings is important to support our growth initiatives. $100 million of liquid assets represented the target level of performance, $75 million of liquid assets represented the threshold level of performance and $150 million of liquid assets represented the breakthrough level of performance. As of July 31, 2026, we had cash, equities and inventory (excluding 368,597 pounds of precipitated uranium and dried and drummed uranium concentrate at our Irigaray CPP and Hobson CPP) of approximately $752.8 million (based on closing prices as of July 31, 2026), resulting in performance at 200%.

Total Recordable Injury and Illness Incidence Rate: The Compensation Committee selected this metric based on the belief that the Total Recordable Injury and Illness Incidence Rate (“IIR”) is critical to our overall approach to promoting high performing safe environments. Our Company’s IIR is calculated by multiplying the total number of recordable injuries and illnesses at our operations, as determined in accordance with the safety standards established by the OSHA by 200,000 and dividing that result by the total number of hours worked by all employees at our operations. In this formula, 200,000 represents the number of hours that would be worked by 100 employees working 40 hours per week, 50 weeks per year and provides the standard base for calculating incidence rates for a year pursuant to OSHA guidance. An IIR below 3.2 represented the target level of performance, an IIR below 4.8 represented the threshold level of performance and an IIR below 1.6, with no work-related fatalities, represented the breakthrough level of performance. For Fiscal 2026, we achieved an IIR of 3.45 and had no work-related fatalities among employees at our operations, resulting in performance at 87.5%.

Business Development: Our Compensation Committee selected this metric based on the belief that the successful launch of UR&C and completion of its initial funding would advance our strategic objective of building a vertically integrated uranium company spanning mining, processing and planned refining and conversion capabilities, while strengthening the domestic nuclear fuel supply chain. The launch of UR&C represents a significant long-term opportunity for us. No threshold or target award opportunities were established for this metric. The result was breakthrough performance at 200%.

Individual Performance: Our Compensation Committee made a subjective determination of individual performance for each executive officer to determine whether the executive officer earned an award for performance in Fiscal 2026. Individual performance goals are defined for each executive based on their core area of responsibility. The CEO’s individual objectives are set by the Compensation Committee, while the CEO’s direct reports are determined by the CEO and approved by our Compensation Committee. Individual objectives are defined as either qualitative, quantitative or both.

Review of Executive Officer Performance

In Fiscal 2026, the following milestones were attained as a result of the executive officers having met their performance goals:

Note:

Long-Term Incentive Program

Our long-term incentive program (the “LTIP”) provides for, among other awards, the granting of stock options, performance stock options (“PSOs”), restricted stock units (“RSUs”) and performance based restricted stock units (“PRSUs”) to executive officers to both motivate executive performance and retention, as well as to align executive officer interests with those of our stockholders. In awarding long-term incentive awards, we compare our long-term incentive program to those of the Peer Group and evaluate such factors as the number of shares available for awards under our 2024 Stock Incentive Plan (the “2024 Stock Incentive Plan”) and the number of awards outstanding relative to the number of shares of our common stock outstanding.

Each LTIP grant is based on the level of the position held and overall market competitiveness. Our Compensation Committee takes into consideration previous grants when it considers new grants of equity awards. Our Compensation Committee administers the granting of equity awards in accordance with our 2024 Stock Incentive Plan.

In each of Fiscals 2023 and 2024 performance based long-term equity incentive plan awards were awarded to the executive officers in the form of PRSUs. The PRSUs are measured based on our three-year TSR relative to the Global X Uranium ETF. The PRSUs cliff vest and settle based on the achievement of the performance criteria at the end of 36 months. The number of PRSUs that may vest at the end of 36 months is contingent on the level of performance achieved and ranges from 0% to 200% of the PRSU target number of units. Regardless of our relative TSR performance versus the Global X Uranium ETF TSR, if our absolute TSR is negative between the grant date and the 36 th month share price, the maximum number of PRSUs that can vest is capped at 100%. In Fiscal 2025, the Compensation Committee requested that GGA complete a stress test and review of the Global X Uranium ETF and relative TSR methodology. Two areas were identified for potential change as a result of the findings of this review. The first finding was that as the uranium sector has evolved in the public markets, there are more benchmark indices and peers to evaluate performance against. Secondly, as we have grown, measuring TSR on a relative basis point methodology results in a volatile performance multiplier that does not necessarily reflect the stockholder experience. A TSR ranking methodology on the other hand provides more stability tied to the stockholder experience. As a result of this review, the Compensation Committee amended the Fiscals 2023 and 2024 PRSU grants based on this analysis as described in more detail below. The Compensation Committee adjusted the multiplier design to address potential volatility that could misalign payouts with stockholder returns and result in excessive rewards or penalties, which was a decision made based on the findings from the PRSU stress test. The PRSUs granted in Fiscal 2023 vested on July 31, 2026, and the PRSUs granted in Fiscal 2024 vest on July 31, 2027.

The following table summarizes the Fiscals 2023 and 2024 PRSU vesting schedules.

The following table summarizes the payouts earned by NEOs in Fiscal 2026 pursuant to PRSUs granted in Fiscal 2023. The TSR for our shares of common stock outperformed the Global X Uranium ETF by approximately 8,600 basis points for the applicable performance period from July 29, 2023 to July 31, 2026, exceeding the maximum performance threshold of 2,500 basis points. During such performance period, the absolute TSR was also positive. Accordingly, the PRSUs granted in Fiscal 2023 achieved payouts at 200% of target pursuant to the applicable performance period as summarized below.

In Fiscal 2026, our Compensation Committee reviewed the market prevalence of long-term equity incentive plans within our Peer Group and determined that PRSUs and RSUs were the most appropriate form of long-term equity incentive to grant due to market practice. The LTIP awards awarded to our executive officers in Fiscal 2026 are more particularly described below in the “Grants of Plan Based Awards” table.

In Fiscal 2026, performance based long-term equity incentive plan awards were awarded to the executive officers in the form of PRSUs. The PRSUs accrue over 36 months but will not settle until the end of the 36-month period and are contingent on the level of performance achieved. Each vested PRSU represents the opportunity to receive a share of common stock or its cash equivalent at the discretion of our Compensation Committee. The PRSUs are measured based on our TSR relative to the TSR of the Performance Peer Group described below, the constituents of which were presented to our Compensation Committee by GGA for its determination. Our TSR will be ranked against the selected constituents. The PRSUs are evaluated using relative TSR over three annual periods and one 36-month period. The measurement periods are weighted as to 15% in each of years one, two and three and 55% over a 36-month period. The number of PRSUs that may accrue at the end of each annual period and at the end of the 36-month period is contingent on the level of performance achieved over each measurement period and ranges from 0% to 200% of the PRSU target number of weighted units.

The following table summarizes the Fiscal 2026 PRSU vesting schedule.

The following table sets forth the Performance Peer Group for Fiscal 2026 PRSUs.

Fixed Versus At-Risk Pay

The following table summarizes the pay mix for our NEOs in Fiscal 2026 and illustrates the percentage of fixed versus at-risk pay:

Note:

Other Non-Cash Compensation

We provide standard health benefits to our executive officers, including medical, dental and disability insurance.

Our other non-cash compensation is intended to provide a similar level of benefits as those provided by comparable companies within our industry.

Compensation Arrangements

Amir Adnani, President and CEO

During Fiscal 2026, Amir Adnani provided his services to us pursuant to a services agreement between us and Amir Adnani Corp. (“Adnani Corp.”), a private company over which Mr. Adnani exercises control. See “Summary Compensation Table” below for his direct and indirect compensation for Fiscal 2026, including through Adnani Corp. Our compensation policy for Mr. Adnani is based on comparisons of other companies’ remunerations made to their Presidents and CEOs and the value of Mr. Adnani’s expertise.

Mr. Adnani does not receive additional compensation in connection with his service as a director.

Scott Melbye, Executive Vice President

Scott Melbye is retained according to an executive services agreement with us, and his compensation for serving as an executive officer is disclosed below in the “Summary Compensation Table”. Our compensation policy for Mr. Melbye is based on comparisons of other companies’ remunerations made to their Executive Vice Presidents and the value of Mr. Melbye’s expertise.

Josephine Man, Chief Financial Officer, Treasurer and Secretary

Josephine Man is retained according to an executive services agreement with us, and her compensation is disclosed below in the “Summary Compensation Table”. Our compensation policy for Ms. Man is based on comparisons of other companies’ remunerations made to their Chief Financial Officers and the value of Ms. Man’s expertise.

Brent Berg, Senior Vice President, U.S. Operations

Brent Berg is retained according to an executive services agreement with us, and his compensation for serving as an executive officer is disclosed below in the “Summary Compensation Table”. Our compensation policy for Mr. Berg is based on comparisons of other companies’ remunerations made to their Senior Vice Presidents and the value of Mr. Berg’s expertise.

Retirement, Resignation or Termination Plans

Our contracts for services with our NEOs have notice requirements which permit pay in lieu of notice.

Each of our executive services arrangements with Messrs. Melbye and Berg, Adnani Corp. and Ms. Man contemplates the case of termination due to various provisions whereby the NEOs will receive termination payments, as described below under “Executive Services Agreements”.

Compensation and Risk

As part of its oversight of our compensation program, our Compensation Committee considers whether our compensation policies and practices, taken as a whole, encourage excessive or inappropriate risk-taking by our executive officers and other employees. Based on this review, we do not believe that any risks arising from our compensation policies and practices are reasonably likely to have a material adverse effect on us. We have designed our executive compensation program so that it does not incentivize risk outside of our risk appetite. Some of the key features that help us manage compensation risk are as follows:

Clawback Policy

We adopted our Clawback Policy, with an effective date of November 20, 2023, in order to comply with Section 10D of the Exchange Act, Rule 10D-1 of the Exchange Act (“Rule 10D-1”) and Section 811 of the NYSE American Company Guide (collectively, the “Final Clawback Rules”). Our Board has designated the Compensation Committee of our Board as the administrator of the Clawback Policy.

Our Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers, as defined in Rule 10D-1 (each, a “Covered Officer”), in the event that we are required to prepare an accounting restatement in accordance with the Final Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, we may recoup from the Covered Officers erroneously awarded incentive-based compensation received within a lookback period of the three completed fiscal years preceding the date on which we are required to prepare an accounting restatement.

A copy of our Clawback Policy is included as Exhibit 97.1 to this Annual Report.

Timing of Stock Awards and Disclosure of Material Nonpublic Information

We donot follow a predetermined scheduled for granting stock-based compensation. Typically, our Board and our Compensation Committee consider granting stock-based compensation on an annual basis in the last quarter of each fiscal year or for new hires around the hire date and outside of the filing of our financial results. The granting of awards under our2024 Stock Incentive Plan is contingent on our performance.

Our Board and our Compensation Committee review and approve these awards. They ensure that material nonpublic information (“MNPI”) is taken into account when determining the timing and terms of the awards and, if MNPI is present, the awards will be deferred until such information has been publicly disclosed.

We donot time the disclosure of MNPI to influence the value of executive compensation. All material information is disclosed promptly in accordance with SEC rules and regulations and our internal policies.

Anti-Hedging and Anti-Pledging Policy

We adopted an Anti-Hedging and Anti-Pledging Policy (the “Anti-Hedging and Anti-Pledging Policy”). Our Anti-Hedging and Anti-Pledging Policy provides that, unless otherwise previously approved by our Nominating and Corporate Governance Committee, none of our or our subsidiaries’ directors, officers or employees or, to the extent practicable, any other person (or their associates) in a special relationship (within the meaning of applicable securities laws) with us, may, at any time: (i) purchase financial instruments, including prepaid variable forward contracts, instruments for the short sale or purchase or sale of call or put options, equity swaps, collars, or units of exchangeable funds that are based on fluctuations of our debt or equity instruments and that are designed to or that may reasonably be expected to have the effect of hedging or offsetting a decrease in the market value of our securities; or (ii) purchase our securities on a margin or otherwise pledge our securities as collateral for a loan. Any violation of our Anti-Hedging and Anti-Pledging Policy will be regarded as a serious offence. Our Anti-Hedging and Anti-Pledging Policy is available on our website atwww.uraniumenergy.com.

Stock Ownership Guidelines

We adopted Stock Ownership Guidelines for our executive officers to further align the interests of our executive officers and stockholders (the “Stock Ownership Guidelines”). The Stock Ownership Guidelines provide that each executive officer should attain a specified level of ownership of shares of our common stock equal to a multiple of their base compensation within five years of the executive officer’s first appointment to their role. The stock ownership requirement is three times (3x) base compensation for our President and CEO and one times (1x) base compensation for our other executive officers. Unvested equity awards are not included in calculating compliance with the Stock Ownership Guidelines. As of the date of this Annual Report, each of our executive officers meet such guidelines. While there is no formal guideline for non-executive directors currently, each of the non-executive directors currently have meaningful ownership of shares of our common stock in an amount equal to at least three times their annual retainer, with average ownership among our non-executive directors equal to approximately 16 times their respective annual retainers.

Consideration of Most Recent Stockholder Advisory Vote on Executive Compensation

At our 2026 annual meeting of stockholders, we held an advisory vote on the compensation of our Named Executive Officers. The proposal received strong support, with approximately 97.9% of votes cast in favor. We viewed this level of support as an endorsement of our executive compensation philosophy and performance-based structure. We believe this reflects the alignment of our pay outcomes and long-term stockholder value creation. As such, we did not implement any significant changes to our executive compensation program based on this advisory vote. Consistent with the preference expressed by our stockholders at our 2023 annual meeting of stockholders, where an annual frequency was approved, we currently hold our say-on-pay advisory vote on an annual basis, and we expect to hold our next say-on-pay advisory vote at our 2027 annual meeting of stockholders. We expect to hold our next advisory vote on the frequency of say-on-pay votes no later than our 2029 annual meeting of stockholders.

Compensation Committee Interlocks and Insider Participation

No person who served as a member of our Compensation Committee during Fiscal 2026 was a current or former officer or employee of us or engaged in certain transactions with us required to be disclosed by regulations of the SEC. Additionally, during Fiscal 2026, there were no Compensation Committee “interlocks”, which generally means that none of our executive officers served: (i) as a member of a Compensation Committee (or other committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity which had an executive officer serving as a member of our Compensation Committee; (ii) as a director of another entity which had an executive officer serving as a member of our Compensation Committee; or (iii) as a member of the Compensation Committee (or other committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity which had an executive officer serving as a director on our Board of Directors.

Compensation Committee Report

The members of the Compensation Committee have reviewed and discussed the contents of the Compensation Discussion and Analysis with our management. Based on such review and discussions with management and our independent compensation consultant, and subject to the limitations on the role and responsibility of the Compensation Committee, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this Annual Report.

Compensation Committee of the Board of Directors

Vincent Della Volpe, Chairperson

David Kong

Gloria Ballesta

The foregoing Compensation Committee Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act, or to the liabilities of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act, except to the extent that the Company specifically incorporates it by reference into such filing.

Summary Compensation Table

The following table sets forth the compensation paid to our Named Executive Officers during each of the fiscal years ended July 31, 2026, 2025 and 2024:

Notes:

Grants of Plan Based Awards

We granted awards to the Named Executive Officers in Fiscal 2026, as follows:

Notes:

Outstanding Equity Awards

The following table sets forth information as of July 31, 2026 relating to outstanding equity awards that have been granted to our Named Executive Officers:

Notes:

Option Exercises and Stock Vested

The following table sets forth the value realized on stock options exercised and stock awards vested for the Named Executive Officers for Fiscal 2026:

Notes:

No Pension Benefits

We do not maintain any plan that provides for payments or other benefits to our executive officers at, following or in connection with their retirement and including, without limitation, any tax-qualified defined benefit plans or supplemental executive retirement plans.

No Nonqualified Deferred Compensation

We do not maintain any defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.

Director Compensation

Our non-executive directors receive an annual retainer consisting of cash and equity compensation for their annual service. The value and form of equity awards granted to each director are based on the experience of the director, time spent on Company matters and the compensation paid to directors of other companies in the industry. In Fiscal 2026, RSUs and stock options were awarded to our non-executive directors. The RSUs vest over 36 months. The stock options vest over 24 months.

The following table sets forth information relating to compensation paid to our non-executive directors for Fiscal 2026:

Notes:

As of July 31, 2026, our non-executive directors held stock options to acquire an aggregate of 1,001,238 shares of our common stock as follows: Spencer Abraham: 215,108 stock options; David Kong: 125,247 stock options; Vincent Della Volpe: 247,206 stock options; Gloria Ballesta: 254,206 stock options; and Trecia Canty: 159,471 stock options.

Amir Adnani serves as our President, CEO and a director of the Company. Within his capacity as President and CEO, and through an executive services agreement with a private company, Adnani Corp., controlled by Mr. Adnani, he provides various consulting services. Mr. Adnani does not receive additional compensation in connection with his service as a director. Mr. Adnani’s direct and indirect compensation as an executive officer is disclosed above in the “Summary Compensation Table” above.

In Fiscal 2026, Spencer Abraham, David Kong, Vincent Della Volpe, Gloria Ballesta and Trecia Canty served as independent directors. Mr. Abraham serves as our Chairman (non-executive). Mr. Kong serves as Chairperson of our Audit Committee. Mr. Della Volpe serves as Chairperson of our Compensation Committee. Ms. Ballesta serves as Chairperson of our Nominating and Corporate Governance Committee. Ms. Canty serves as Chairperson of our Sustainability Committee.

The following table sets forth the annual retainer fees paid to our non-executive directors in Fiscal 2026.

In addition to such annual retainer fees, our non-executive directors may, from time to time, receive equity compensation, which is granted on a discretionary basis. The value and form of equity compensation granted is based on the experience of the director, time spent on Company matters and a comparison of the compensation paid to directors of other companies in the industry.

Pay Ratio

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(u) of SEC Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Amir Adnani, our President and CEO (the “CEO Pay Ratio”). For Fiscal 2026, our last completed fiscal year:

Based on this information, for Fiscal 2026 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was approximately 134 to 1.

We believe our CEO Pay Ratio for Fiscal 2026 demonstrates our pay-for-performance philosophy. Our compensation program consists of both fixed and variable components and is designed to motivate all employees to produce superior short- and long-term corporate performance. A substantial portion of our CEO’s total compensation consists of variable, at-risk incentive compensation (i.e., annual bonus, RSUs and PRSUs) tied to individual and corporate performance, while the fixed portion of our CEO’s compensation is positioned near the 50 th percentile of his position per the Peer Group review conducted by GGA. Given our CEO’s level of responsibility, experience and potential, our Compensation Committee awards the CEO a mix of compensation with a higher variable component. As a result, a substantial percentage of our CEO’s total compensation is at risk every year, providing our CEO with greater incentive to increase stockholder value and improve corporate performance over the long term.

To identify the median of the annual total compensation of all our employees, we took the following steps:

Once we identified our median employee, we combined all of the elements of such employee’s compensation for Fiscal 2026 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $68,387. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our “Summary Compensation Table” included above.

The CEO Pay Ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the CEO Pay Ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Executive Services Agreements

Adnani Services Agreement

On July 24, 2013, we entered into a services agreement with Adnani Corp., as supplemented by letter agreements dated August 1, 2015 and September 24, 2024 (collectively the “Adnani Agreement”).

The Adnani Agreement is subject to automatic renewal on a three-month to three-month term renewal basis unless either party provides written notice not to renew the Adnani Agreement no later than 90 days prior to the end of the then current or renewal term.

Pursuant to the terms of the Adnani Agreement: (i) through Adnani Corp., Mr. Adnani provides various consulting services which are in addition to his duties and responsibilities as our President and CEO; and (ii) we shall pay to Adnani Corp. a monthly fee. Effective on August 1, 2025 and again effective on August 1, 2026, the monthly fee payable to Adnani Corp. was increased to $62,500 and $79,166.67, respectively.

If we elect to not renew the Adnani Agreement, and provided that Adnani Corp. is in compliance with the relevant terms and conditions of the Adnani Agreement, we shall be obligated to provide a termination package to Adnani Corp. as follows: (i) a cash payment equating to an aggregate of four months of the then monthly fee for each full year, and any portion thereof, of the initial term effective from July 23, 2009 and any renewal period during which the Adnani Agreement was in force and effect and during which Adnani Corp. rendered services thereunder, together with a cash payment equating to Adnani Corp.’s average annual bonus during the most recent two years, payable to Adnani Corp. within 14 calendar days of the effective termination date; (ii) any expense payment reimbursements which would then be due and owing to Adnani Corp. to the effective termination date, payable within 14 calendar days of the effective termination date (the “Adnani Outstanding Expense Reimbursements”); (iii) subject to applicable provisions of the Adnani Agreement and our 2024 Stock Incentive Plan, all of Mr. Adnani’s then issued and outstanding stock-based equity awards as at the effective termination date shall immediately vest, if not otherwise vested, and shall continue to be exercisable for a period of two years from the effective termination date (the “Adnani Options Extension”); (iv) confirmation that all of Adnani Corp.’s and Mr. Adnani’s then benefits coverage would be extended to Mr. Adnani for a period ending two years from the effective termination date (the “Adnani Benefits Extension”); and (v) confirmation that all other unvested LTIP compensation then granted vests and is exercisable in accordance with the terms of our 2024 Stock Incentive Plan (the “Adnani LTIP Vesting”).

If we elect to terminate the Adnani Agreement without just cause (as defined therein), or if Adnani Corp. terminates the Adnani Agreement for just cause, for good reason or for good reason as a result of a change of control (each as also defined therein), and provided that Adnani Corp. is in compliance with the relevant terms and conditions of the Adnani Agreement, we shall be obligated to provide a termination package to Adnani Corp. as follows: (i) a cash payment equating to an aggregate of 24 months of the then monthly fee, together with a cash payment equating to two times the sum of Adnani Corp.’s average annual bonus during the most recent two years, payable to Adnani Corp. within 14 calendar days of the effective termination date; (ii) all Adnani Outstanding Expense Reimbursements; (iii) subject to applicable provisions of the Adnani Agreement, the Adnani Options Extension; (iv) the Adnani Benefits Extension; and (v) the Adnani LTIP Vesting.

If Adnani Corp. elects to terminate the Adnani Agreement, except for just cause, or if we terminate the Adnani Agreement for just cause, Adnani Corp. is not entitled to a termination package of any kind.

The Adnani Agreement will be deemed terminated on the 30 th calendar day following the death or disability of Mr. Adnani, in which case we shall be obligated to provide a termination package to Adnani Corp. or Mr. Adnani’s estate as follows, provided that Adnani Corp. is or was in compliance with the relevant terms and conditions of the Adnani Agreement: (i) a cash payment equating to an aggregate of 12 months of the then monthly fee, together with a cash payment equating to Adnani Corp.’s average annual bonus during the most recent two years, payable to Adnani Corp. or Mr. Adnani’s estate, as the case may be, within 14 calendar days of the effective termination date; (ii) all Adnani Outstanding Expense Reimbursements; and (iii) subject to applicable provisions of the Adnani Agreement, the Adnani Options Extension.

Melbye Executive Employment Agreement

On December 15, 2014, we entered into an executive services agreement with Scott Melbye, as amended by a letter agreement, dated for reference effective as at May 1, 2016, with an initial term commencing retroactively on September 1, 2014 and expiring on February 28, 2017, as supplemented by a letter agreement dated April 10, 2026 (collectively, the “Melbye Agreement”).

The Melbye Agreement is subject to automatic renewal on a one-month to one-month term renewal basis unless either party provides written notice not to renew the Melbye Agreement no later than 30 calendar days prior to the end of the then current or renewal term.

Pursuant to the terms of the Melbye Agreement: (i) Mr. Melbye shall provide duties to us commensurate with his position as our Executive Vice President; and (ii) we shall pay to Mr. Melbye a monthly fee. Effective on August 1, 2025 and again effective on August 1, 2026, the monthly fee payable to Mr. Melbye was increased to $30,416.67 and $33,333.33, respectively.

If we elect to not renew the Melbye Agreement, and provided that Mr. Melbye is in compliance with the relevant terms and conditions of the same, we shall be obligated to provide a severance package to Mr. Melbye as follows: (i) a cash payment equating to any outstanding fees and bonuses which would then be due and owing to Mr. Melbye to the effective termination date, payable within 14 calendar days of the effective termination date (the “Melbye Outstanding Fees and Bonuses”); (ii) any expense payment reimbursements which would then be due and owing to Mr. Melbye to the effective termination date, payable within 14 calendar days of the effective termination date (the “Melbye Outstanding Expense Reimbursements”); (iii) any pro rata and unused vacation pay which would then be due and owing to Mr. Melbye to the effective termination date, payable within 14 calendar days of the effective termination date (the “Melbye Outstanding Vacation Pay”); (iv) subject to applicable provisions of the Melbye Agreement and our 2024 Stock Incentive Plan, all of Mr. Melbye’s then issued and outstanding stock-based equity awards as at the effective termination date shall immediately vest, if not otherwise vested, and shall continue to be exercisable for a period of 90 calendar days from the effective termination date (the “Melbye Options Extension”); and (v) confirmation that all of Mr. Melbye’s then benefits coverage would be extended to Mr. Melbye for a period ending 90 calendar days from the effective termination date (the “Melbye Benefits Extension”).

If we elect to terminate the Melbye Agreement without just cause (as defined therein), or if Mr. Melbye terminates the Melbye Agreement for just cause, and provided that Mr. Melbye is in compliance with the relevant terms and conditions of the same, we shall be obligated to provide a severance package to Mr. Melbye as follows: (i) all Melbye Outstanding Fees and Bonuses, together with a cash payment equating to any additional fees which Mr. Melbye would have been entitled to receive until the end of the applicable initial term or renewal period; (ii) all Melbye Outstanding Expense Reimbursements; (iii) all Melbye Outstanding Vacation Pay; (iv) the Melbye Options Extension; and (v) the Melbye Benefits Extension.

If we elect to terminate the Melbye Agreement without just cause as a result of a change of control, or if Mr. Melbye elects to terminate the Melbye Agreement for good reason as a result of a change of control (each as defined therein), and provided that Mr. Melbye is in compliance with the relevant terms and conditions of the same, we shall be obligated to provide a severance package to Mr. Melbye as follows: (i) all Melbye Outstanding Fees and Bonuses; (ii) a cash payment equating to an aggregate of 18 months of the then monthly fee, together with a cash payment equating to 1.5 times Mr. Melbye’s average annual bonus during the most recent two years; (iii) confirmation that all of Mr. Melbye’s then benefits coverage would be extended for a period ending six months from the effective termination date; (iv) all of Mr. Melbye’s then issued and outstanding stock-based equity awards as at the effective termination date shall immediately vest, if not otherwise vested, and continue to be exercisable for a period of one year from the effective termination date; (v) all Melbye Outstanding Expense Reimbursements; and (vi) all Melbye Outstanding Vacation Pay.

If we elect to terminate the Melbye Agreement for just cause, we shall be obligated to provide a severance package to Mr. Melbye as follows: (i) a cash payment equating to any outstanding fees which would then be due and owing to Mr. Melbye to the effective termination date, payable within 14 calendar days of the effective termination date; (ii) all Melbye Outstanding Expense Reimbursements; and (iii) all Melbye Outstanding Vacation Pay.

The Melbye Agreement will be deemed terminated on the 30 th calendar day following the death or disability of Mr. Melbye, in which case we shall be obligated to provide a severance package to Mr. Melbye or Mr. Melbye’s estate as follows, provided that Mr. Melbye is or was in compliance with the relevant terms and conditions of the Melbye Agreement: (i) all Melbye Outstanding Fees and Bonuses; (ii) all Melbye Outstanding Expense Reimbursements; (iii) all Melbye Outstanding Vacation Pay; and (iv) subject to applicable provisions of the Melbye Agreement, all of Mr. Melbye’s then issued and outstanding stock-based equity awards that have vested as at the effective termination date shall continue to be exercisable for a period of one year from the effective termination date.

If, within 12 months following a change of control, the Melbye Agreement is terminated without just cause or Mr. Melbye terminates the Melbye Agreement for good reason, then we will pay to and provide Mr. Melbye with the following: (i) a cash payment amount equal to any outstanding Melbye Outstanding Fees and Bonuses; (ii) a severance cash payment equal to an aggregate of 18 months of the then effective monthly fee together with 1.5 times the two year average bonus paid during the most recent two years; (iii) continued benefits for a period of six months from the date of termination; and (iv) all unvested stock options and other equity awards granted by the Company to Mr. Melbye as of the termination date will immediately vest, and any such stock options will then be fully and immediately exercisable and continue to be exercisable for a period of one year from the termination date.

Man Executive Employment Services Agreement

On October 1, 2024 we entered into an executive employment services agreement with Josephine Man, with an initial term commencing on October 1, 2024 and expiring on October 1, 2026, as supplemented by a letter agreement dated April 10, 2026 (collectively, the “Man Agreement”).

The Man Agreement is subject to automatic renewal on a 90-day to 90-day renewal basis unless either party provides written notice not to renew the Man Agreement no later than 90 days prior to the end of the then current or renewal term.

Pursuant to the terms of the Man Agreement: (i) Ms. Man provides various employment services which are inclusive of her duties and responsibilities commensurate with her position as our Chief Financial Officer, Treasurer and Secretary; and (ii) Ms. Man is entitled to: (a) a gross monthly salary of $16,666.67 (the “Man Monthly Fee”) representing $200,000 on a yearly basis (the “Man Annual Fee”), which was subsequently increased to $23,750 per month ($285,000 on a yearly basis) effective August 1, 2025; (b) a yearly cash bonus (each, a “Man Bonus”) of up to 50% of the then Man Annual Fee based upon certain performance goals to be determined from year to year; (c) a STIP payment (each, a “Man STIP Bonus”) from 0% to up to 50% of the then Man Annual Fee based upon certain factors to be determined by our Board and our Compensation Committee from time to time; (d) an initial vesting incentive stock option to purchase up to an aggregate of $100,000 in Shares and vesting over a period of 24 months from the date of grant (which has been awarded); (e) an initial vesting restricted stock unit award (the “Man RSU”) to acquire up to an aggregate of $100,000 in gross value RSUs and vesting equally over a period of three years from the date of grant (which has been awarded); (f) a LTIP payment (each, a “Man LTIP Bonus”) from 0% to up to 50% of the then Man Annual Fee based upon certain factors to be determined by our Board and our Compensation Committee from time to time; (g) participation in all employee benefit and health insurance plans (each, a “Man Benefit”) at our cost; and (h) four weeks of accrued vacation per calendar year (the “Man Vacation”). Effective August 1, 2026, the Man Monthly Fee was increased to $33,333.33.

If we elect to not renew the Man Agreement, and provided that Ms. Man is in compliance with the relevant terms and conditions of the Man Agreement, we shall be obligated to provide a termination package to Ms. Man as follows: (i) a cash payment equal to any outstanding Man Monthly Fee, Man Vacation, Man Bonus, Man STIP Bonus and Man LTIP Bonus entitlements (if any and calculated pro rata up to the effective termination date) earned by Ms. Man to the effective termination date (collectively, the “Man Outstanding Amounts”); (ii) a cash payment equal to any Man Monthly Fee that would be due and owing to the end of, respectively, the then term or renewal period of the Man Agreement (the “Man Termination Amount”); (iii) confirmation that all of Ms. Man’s then Benefits coverage would be extended for a period ending three months from the effective termination date (the “Man Benefits Extension”); and (iv) subject to the applicable provisions of the Man Agreement and our 2024 Stock Incentive Plan, Ms. Man shall be entitled to then exercise any unexercised and fully vested portion of any stock options for a period of three months from the effective date of termination (the “Man Initial Options Extension”).

If we elect to terminate the Man Agreement without just cause (as defined therein), or if Ms. Man terminates the Man Agreement for just cause or for good reason as a result of a change of control (each as also defined therein), and provided that Ms. Man is in compliance with the relevant terms and conditions of the same, we shall be obligated to provide a termination package to Ms. Man as follows: (i) a cash payment equal to all Man Outstanding Amounts to the effective termination date; (ii) a cash payment equating to an aggregate of 12 months of the then Man Monthly Fee, together with a cash payment equating to Ms. Man’s average annual bonus during the most recent two years; (iii) confirmation that all of Ms. Man’s then Benefits coverage would be extended for a period ending six months from the effective termination date (iv) subject to the applicable provisions of the Man Agreement and our 2024 Stock Incentive Plan, Ms. Man shall be entitled to then exercise any unexercised and fully vested portion of any stock options for a period of one year from the effective date of termination; and (v) confirmation that all other unvested LTIP compensation then granted vests and is exercisable in accordance with the terms of our 2024 Stock Incentive Plan.

If Ms. Man elects to terminate the Man Agreement, except for just cause, and provided that Ms. Man is in compliance with the relevant terms and conditions of the Man Agreement, or if we elect to terminate the Man Agreement for just cause, then we shall only be obligated to provide Ms. Man a cash payment equal to all Man Outstanding Amounts to the effective termination date. The Man Agreement will be deemed terminated on the 30 th calendar day following the death or disability of Ms. Man, in which case we shall be obligated to provide a termination package to Ms. Man, or Ms. Man’s estate as the case may be, as follows, provided that Ms. Man is or was in compliance with the relevant terms and conditions of the Man Agreement: (i) a cash payment equal to all Man Outstanding Amounts to the effective termination date; (ii) if disabled only, confirmation of the Man Benefits Extension; and (iii) subject to the applicable provisions of the Man Agreement and our 2024 Stock Incentive Plan, Ms. Man, or Ms. Man’s estate as the case may be, shall be entitled to then exercise any unexercised and fully vested portion of any stock options for a period of one year from the effective termination date.

If, within 12 months following a change of control, the Man Agreement is terminated without just cause or Ms. Man terminates the Man Agreement for good reason, then we will pay to and provide Ms. Man with the following: (i) a cash payment amount equal to any outstanding Man Monthly Fee and Man Vacation; (ii) a cash payment equal to any Man STIP Bonus pro rated for the period up to the date of termination based on achievement of the objectives to such date; (iii) a severance cash payment equal to an aggregate of 12 months of the then effective Man Monthly Fee, together with the average Man Bonus paid during the most recent two years; (iv) continued benefits for a period of six months from the date of termination; (v) allow for Ms. Man to exercise any unexercised and fully vested portion of any stock options on the date of termination at any time during the 12 months from the date of termination (the “Options Extension”); and (vi) all unvested long-term incentive plan stock-based compensation then granted and outstanding on the date of termination will vest and be exercisable in accordance with the 2024 Stock Incentive Plan during the Options Extension.

Berg Executive Employment Services Agreement

Together with our wholly-owned subsidiary, UEC Wyoming Corp. (“UEC Wyoming”), on February 6, 2024 we entered into an executive employment services agreement with Brent Berg, with an initial term commencing on March 21, 2024 and expiring on March 21, 2026, as supplemented by a letter agreement dated April 10, 2026 (collectively, the “Berg Agreement”).

The Berg Agreement is subject to automatic renewal on a 90-day to 90-day renewal basis unless either party provides written notice not to renew the Berg Agreement no later than 90 days prior to the end of the then current or renewal term.

Pursuant to the terms of the Berg Agreement: (i) Mr. Berg provides various employment services to UEC Wyoming and us which are inclusive of his duties and responsibilities commensurate with his position as our Senior Vice President, U.S. Operations; and (ii) Mr. Berg is entitled to (a) a gross monthly salary of $26,666.67 (the “Monthly Salary”); representing $320,000 on a yearly basis (the “Annual Salary”), which was subsequently increased to $28,500 per month ($342,000 on a yearly basis) effective August 1, 2025; (b) a yearly cash bonus (each, a “Bonus”) of up to 50% of his then Annual Salary based upon certain performance goals to be determined from year to year; (c) a short-term incentive payment (each, a “STIP Bonus”) from 0% to up to 50% of his then Annual Salary based upon certain factors to be determined by our Board and our Compensation Committee from time to time; (d) an initial incentive stock option to purchase up to an aggregate of $160,000 in Shares (which has been awarded); (e) a long-term incentive payment (each, an “LTIP Bonus”) from 0% to up to 50% of his then Annual Salary based upon certain factors to be determined by our Board and our Compensation Committee from time to time; (f) participation in all our employee benefit and health insurance plans (each, a “Benefit”) at our cost; and (g) five weeks of accrued vacation per calendar year (the “Vacation”). Effective August 1, 2026, the Monthly Salary was increased to $30,000.

If we elect to not renew the Berg Agreement, and provided that Mr. Berg is in compliance with the relevant terms and conditions of the Berg Agreement, we shall be obligated to provide a termination package to Mr. Berg as follows: (i) a cash payment equating to any outstanding Monthly Salary, Vacation pay and annual performance Bonus, STIP Bonus and LTIP Bonus entitlements (if any and calculated pro rata up to the effective termination date) earned by Mr. Berg to the effective termination date (collectively, the “Outstanding Amounts”); (ii) a cash payment equal to any Monthly Salary that would be due and owing to the end of, respectively, the then term or renewal period of the Berg Agreement (the “Termination Amount”); (iii) confirmation that all of Mr. Berg’s then Benefits coverage would be extended for a period ending three months from the effective termination date (the “Benefits Extension”); and (iv) subject to the applicable provisions of the Berg Agreement and our 2024 Stock Incentive Plan, and the rules of any then regulatory authority and stock exchange having jurisdiction over us, Mr. Berg shall be entitled to then exercise any unexercised and fully vested portion of any stock options for a period of three months from the effective date of termination (the “Initial Options Extension”); with all cash payments being due and owing within 30 days of the effective termination date.

If we elect to terminate the Berg Agreement without just cause (as defined therein), or if Mr. Berg terminates the Berg Agreement for just cause or for good reason as a result of a change of control (each as also defined therein), and provided that Mr. Berg is in compliance with the relevant terms and conditions of the same, we shall be obligated to provide a termination package to Mr. Berg as follows: (i) a cash payment equal to all Outstanding Amounts to the effective termination date; (ii) a cash payment equating to an aggregate of 12 months of the then Monthly Salary, together with a cash payment equating to Mr. Berg’s average annual bonus during the most recent two years; (iii) confirmation that all of Mr. Berg’s then Benefits coverage would be extended for a period ending six months from the effective termination date; (iv) confirmation of the Initial Options Extension; and (v) confirmation that all other unvested LTIP compensation then granted vests and is exercisable in accordance with the terms of our 2024 Stock Incentive Plan; with all cash payments being due and owing within 30 days of the effective termination date.

If Mr. Berg elects to terminate the Berg Agreement, except for just cause, and provided that Mr. Berg is in compliance with the relevant terms and conditions of the Berg Agreement, or if we elect to terminate the Berg Agreement for just cause, then we shall only be obligated to provide Mr. Berg a cash payment equal to all Outstanding Amounts to the effective termination date; with the cash payment being due and owing within 30 days of the effective termination date.

The Berg Agreement will be deemed terminated on the 30 th calendar day following the death or disability of Mr. Berg, in which case we shall be obligated to provide a termination package to Mr. Berg, or Mr. Berg's estate as the case may be, as follows, provided that Mr. Berg is or was in compliance with the relevant terms and conditions of the Berg Agreement: (i) a cash payment equal to all Outstanding Amounts to the effective termination date; (ii) if disabled only, confirmation of the Benefits Extension; and (iii) subject to the applicable provisions of the Berg Agreement and our 2024 Stock Incentive Plan, and the rules of any then regulatory authority and stock exchange having jurisdiction over us, Mr. Berg, or Mr. Berg’s estate as the case may be, shall be entitled to then exercise any unexercised and the fully vested portion of any stock options for a period of one year from the effective termination date.

If, within 12 months following a change of control, the Berg Agreement is terminated without just cause or Mr. Berg terminates the Berg Agreement for good reason, then we will pay to and provide Mr. Berg with the following: (i) a cash payment amount equal to any outstanding Monthly Salary and Vacation; (ii) a cash payment equal to any Bonus pro rated for the period up to the date of termination based on achievement of the objectives to such date; (iii) a severance cash payment equal to an aggregate of 12 months of the then effective Monthly Salary, together with the average annual Bonus paid during the most recent two years; (iv) continued benefits for a period of six months from the date of termination; (v) allow for Mr. Berg to exercise any unexercised and fully vested portion of any stock options on the date of termination at any time during the Options Extension; and (vi) all unvested long-term incentive plan stock-based compensation then granted and outstanding on the date of termination will vest and be exercisable in accordance with the 2024 Stock Incentive Plan during the Options Extension.