Cosmos Health Inc.

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to both to our officers and to our directors for all services rendered in all capacities to us for our fiscal year ended December 31, 2025 and 2024.

SUMMARY COMPENSATION TABLE

Narrative Disclosure to the Summary Compensation Table

There are no arrangements or plans in which we provide pension, retirement or similar benefits for executive officers.

Insider Trading Arrangements and Policies

There are no Rule 10b5-1 trading arrangements held by any officer or director of the Company. The company has adopted its Insider Trading Policies and Procedures, which is being filed herein as Exhibit 19.1.

Outstanding Equity Awards at Fiscal Year-End

As of December 31, 2025, the Company had outstanding restricted stock unit (“RSU”) awards granted to certain directors and executive officers under its equity incentive plans. These awards include grants made in 2025 pursuant to the 2024 Omnibus Incentive Plan, as well as prior-year grants under the 2023 Omnibus Incentive Plan that remained partially unvested. All shares were issued upfront with full legal ownership, including voting and dividend rights, but are subject to forfeiture if the holder does not satisfy the service-based vesting conditions specified in the grant agreements or if clawback provisions are triggered. Vesting of the awards occurs over the respective periods approved by the Board of Directors.

OUTSTANDING EQUITY AWARDS AT YEAR END

Director Compensation

During the fiscal year ended December 31, 2025, the Company approved the following cash compensation for its non-employee directors in respect of services rendered during the period: (i) Anastasios Aslidis received $30,000 in Board of Directors participation fees and $10,000 in committee participation fees; (ii) John J. Hoidas received $10,000 in Board participation fees and $5,000 in committee participation fees; (iii) Demetrios G. Demetriades received $10,000 in Board participation fees and $5,000 in committee participation fees; (iv) Theodoros C. Karkantzos received $10,000 in Board participation fees and $5,000 in committee participation fees; and (v) Suhel Bhutawala received $10,000 in Board participation fees.

In addition, on December 30, 2025, the Company granted restricted stock awards to its non-employee directors under the 2024 Omnibus Incentive Plan. On December 31, 2025, Mr. Aslidis received 20,000 shares of restricted stock, while Messrs. Hoidas, Demetriades, Karkantzos, and Bhutawala each received 15,000 shares. These awards vest in two equal installments, with 50% vesting on December 31, 2026 and the remaining 50% vesting on December 31, 2027, in each case subject to continued service. Although the shares were issued as of the grant date, none were vested as of December 31, 2025.

The Company may, from time to time, grant additional equity-based compensation, including stock options, to its directors, as determined by the Board of Directors or a duly authorized committee thereof.

Omnibus Equity Incentive Plan

On September 19, 2022, the Company held a Board of Directors meeting, whereas, the Board of Directors had elected to adopt an Omnibus Equity Incentive Plan (the “2022 Plan”), that includes reserving 200,000 shares of common stock eligible for issuance under the 2022 Plan to be registered on a Form S-8 Registration Statement with the SEC. The 2022 Plan is designed to enable the flexibility to grant equity awards to the Company’s officers, employees, non-employee directors and consultants and to ensure that it can continue to grant equity awards to eligible recipients at levels determined to be appropriate by the Board and/or the Compensation Committee. The 2022 Plan was approved by the Company’s stockholders at the Annual Meeting of Stockholders held on December 2, 2022.

On April 3, 2023, the Company approved incentive stock awards for its Chief Financial Officer, certain officers and directors, and other employees of the Company. The awards were granted in the form of restricted stock and vested in two installments, with 50% vesting on October 2, 2023 and the remaining 50% vesting on October 2, 2024. A total of 185,000 shares were granted under this program, and the Company recorded share-based compensation expense of $328,908 during the year ended December 31, 2024, representing the amortization of the awards’ fair value over the vesting period. No share-based compensation expense related to these awards was recorded during the year ended December 31, 2025, as the awards were fully vested and the associated compensation cost had been fully amortized by October 2024.

On August 21, 2023, the Board adopted, subject to stockholder approval, the Cosmos Health Inc. 2023 Omnibus Equity Incentive Plan (the “2023 Plan”). The 2023 Plan is designed to enable the flexibility to grant equity awards to our officers, employees, non-employee directors and consultants and to ensure that we can continue to grant equity awards to eligible recipients at levels determined to be appropriate by the Board and/or the Compensation Committee. Subject to certain adjustments (as provided in Section 4.2 of the 2023 Plan) and exception (as provided in Section 5.6(b) of the 2023 Plan), the maximum number of shares reserved for issuance under the 2023 Plan (including incentive share options) is 2,500,000 shares. The 2023 Plan was approved by the Company’s stockholders at the Annual Meeting of Stockholders held on September 18, 2023.

On September 16, 2024, the Company’s Board of Directors approved incentive stock awards for the Chief Executive Officer, the Chief Financial Officer, certain officers and directors, and other key employees of the Company pursuant to the 2023 Plan. The awards were granted in the form of restricted stock and vest in two installments, with 50% vesting on September 16, 2025 and the remaining 50% vesting on September 16, 2026. A total of 2,500,000 shares were granted under this program. The Company recorded share-based compensation expense of $366,644 for the year ended December 31, 2024, representing the amortization of the awards’ fair value from the grant date of September 16, 2024 through December 31, 2024. During the year ended December 31, 2025, the Company recorded additional share-based compensation expense of $1,262,500 related to these awards.

On September 23, 2024, the Board adopted, subject to stockholder approval, the Cosmos Health Inc. 2024 Omnibus Equity Incentive Plan (the “2024 Plan”). The 2024 Plan is designed to enable the flexibility to grant equity awards to our officers, employees, non-employee directors and consultants and to ensure that we can continue to grant equity awards to eligible recipients at levels determined to be appropriate by the Board and/or the Compensation Committee. Subject to certain adjustments (as provided in Section 4.2 of the 2024 Plan) and exception (as provided in Section 5.6(b) of the 2024 Plan), the maximum number of shares reserved for issuance under the 2024 Plan (including incentive share options) is 3,500,000 shares. The 2024 Plan was approved by the Company’s stockholders at the Annual Meeting of Stockholders held on November 19, 2024.

On August 5, 2025, the Board adopted, subject to stockholder approval, the Cosmos Health Inc. 2025 Omnibus Equity Incentive Plan (the “2025 Plan”). The 2025 Plan is designed to enable the flexibility to grant equity awards to our officers, employees, non-employee directors and consultants and to ensure that we can continue to grant equity awards to eligible recipients at levels determined to be appropriate by the Board and/or the Compensation Committee. Subject to certain adjustments (as provided in Section 4.2 of the 2025 Plan) and exception (as provided in Section 5.6(b) of the 2025 Plan), the maximum number of shares reserved for issuance under the 2025 Plan (including incentive share options) is 6,000,000 shares. The 2025 Plan was approved by the Company’s stockholders at the Annual Meeting of Stockholders held on September 30, 2025.

On December 30, 2025, the Company’s Board of Directors approved incentive stock awards for the Chief Executive Officer, the Chief Financial Officer, certain officers and directors, and other key employees of the Company pursuant to the 2024 Plan. The awards were granted in the form of restricted stock and vest in two installments, with 50% vesting on December 31, 2026 and the remaining 50% vesting on December 31, 2027. A total of 2,350,000 shares were granted under this program. No share-based compensation expense related to these awards was recorded for the year ended December 31, 2025, as amortization of the grant-date fair value will commence on January 1, 2026.

Clawback Policy

On November 28, 2023, the Board of Directors adopted a clawback policy which provides for the recovery of certain executive compensation in the event of an accounting restatement resulting from material non-compliance with financial reporting requirements under the federal securities laws. There have been no accounting restatements to date, nor is there any compensation to be recovered.

Cosmos Health’s Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

The Company does not have any formal policy that requires the Company to grant, or avoid granting, equity-based compensation to its executive officers at certain times. Consistent with its annual compensation cycle, the Compensation Committee has granted annual equity awards to its directors and executive officers and might grant annual equity awards to its directors and executive officers in the future. The timing of any equity grants to directors or executive officers in connection with new hires or other non-routine grants is tied to the event giving rise to the award (such as an executive officer’s commencement of employment effective date). As a result, in all cases, the timing of grants of equity awards, including stock options or RSUs, occurs independent of the release of any material nonpublic information, and Cosmos Health does not time the disclosure of material nonpublic information for the purpose of affecting the value of equity-based compensation.

Pursuant to Item 402(x) of Regulation S-K, the Company is required to provide tabular disclosure of any stock options or stock appreciation rights (SARs) granted to named executive officers during a period commencing four business days before and ending one business day after the disclosure of material nonpublic information (the “Covered Period”).

During the fiscal year ended December 31, 2025, the Company did not grant any stock options or stock appreciation rights to named executive officers during any Covered Period following the disclosure of material nonpublic information, including earnings releases or other significant corporate announcements. Accordingly, the tabular disclosure required under Item 402(x)(2) is not applicable.