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BranchOut Food Inc.

For the period ended Dec 31, 2025. Filed Mar 31, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 31, 2026

BOF$1.69+0.6%Stored close · as of Nov 9, 2026

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Contents

Item 11. Executive Compensation

SUMMARY COMPENSATION TABLE

The following Summary Compensation Table summarizes the compensation awarded to, earned by, or paid to Eric Healy, our Chief Executive Officer and Chairman, and John Dalfonsi, our Chief Financial Officer (collectively, the “Named Executive Officers) during the fiscal years ended December 31, 2025 and 2024. The amounts reported include salary, bonuses and equity-based compensation.

Name and · Fiscal · Option
Financial Position · Year · Salary · Bonus · Awards ($) · Total
Eric Healy,2025$303,630(1)$-$201,504(1)$505,134
Chief Executive Officer and Chairman2024$255,377$100,000$120,132(2)$375,509
John Dalfonsi,2025$150,000$-$34,118(3)$184,118
Chief Financial Officer2024$150,000$-$64,356(4)$214,356
(1)On April 14, 2025, we granted Mr. Healy the option to purchase 15,000 shares of common stock at an exercise price of $1.94 per share. The grant-date fair value of the option award, computed in accordance with ASC 718, using the Black-Scholes option pricing model, based on a volatility rate of 46% and a call option value of $0.8796, was $13,195. On June 12, 2025 we granted Mr. Healy the option to purchase 180,000 shares of common stock at an exercise price of $2.06 per share. The grant-date fair value of the option award, computed in accordance with ASC 718, using the Black-Scholes option pricing model, based on volatility rate of 45% and a call option value of $1.0462, was 188,309.
(2)On February 22, 2024, we granted Mr. Healy the option to purchase 140,000 shares of common stock at an exercise price of $1.92 per share. The grant-date fair value of the option award, computed in accordance with ASC 718, using the Black-Scholes option pricing model, based on a volatility rate of 41% and a call option value of $0.8581, was $120,132.
(3)On April 14, 2025, we granted Mr. Dalfonsi the option to purchase 15,000 shares of common stock at an exercise price of $1.94 per share. The grant-date fair value of the option award, computed in accordance with ASC 718, using the Black-Scholes option pricing model based on a volatility rate of 46% and a call option value of $0.8796, was $13,195. On June 12, 2025 we granted Mr. Dalfonsi the option to purchase 20,000 shares of common stock at an exercise price of $2.06 per share. The grant-date fair value of the option award, computed in accordance with ASC 718, using the Black-Scholes option pricing model, based on volatility rate of 45% and a call option value of $1.0462, was 20,923.
(4)On February 22, 2024, we granted Mr. Dalfonsi the option to purchase 75,000 shares of common stock at an exercise price of $1.92 per share. The grant-date fair value of the option award, computed in accordance with ASC 718, using the Black-Scholes option pricing model, based on a volatility rate of 41% and a call option value of $0.8581, was $64,356.
(5)Effective April 15, 2025, the annual base salary of Mr. Healy was increased from $250,000 to $325,000.

The amounts reported in the “Option Awards” column represent the grant-date fair value of the option awards computed in accordance with FASB ASC Topic 718.

Employment Agreements and Incentive Compensation

We have entered into a three-year employment agreement with our Chief Executive Officer, Eric Healy, dated December 6, 2022, which automatically renews for successive one-year periods unless terminated by either party. Pursuant to the agreement, Mr. Healy agreed to serve as Chief Executive Officer and Chairman of our board of directors in consideration for an annual base salary of $250,000, which commenced upon the completion of the Company’s initial public offering and is payable in regular installments in accordance with the Company’s standard payroll practices. Effective April 15, 2025, the Company increased Mr. Healy’s annual base salary to $325,000. The increase in Mr. Healy’s base salary during 2025 is reflected in the Summary Compensation Table above. All other terms of the employment agreement remained unchanged.

The employment agreement provides for eligibility to receive an annual bonus, as determined by the board of directors, and possible additional discretionary bonuses based on services rendered and results achieved by Mr. Healy.

Pursuant to Mr. Healy’s employment agreement, in the event that he is involuntarily terminated by the Company other than for “Cause,” or if he resigns for “Good Reason,” he is entitled to receive, subject to certain conditions: (i) an amount equal to the remaining unpaid amounts under the employment term (three years from the date of the agreement), plus an additional twelve months of his then-current base salary, each payable on the date of termination; (ii) an amount equal to the target bonus for the year of termination, payable within five days following the date of termination; and (iii) continued medical and dental coverage. “Cause” and “Good Reason” are each defined in the employment agreement.

Mr. Healy has also agreed to certain non-solicitation, non-disparagement and non-competition provisions for a period of 24 months following termination of employment and to certain confidentiality obligations. Additional terms and conditions are set forth in the employment agreement.

We have entered into a consulting agreement with our Chief Financial Officer dated April 12, 2022, as amended on January 10, 2024. Pursuant to such agreement, Mr. Dalfonsi has agreed to serve as Chief Financial Officer until December 31, 2027 in consideration of monthly payments of $12,500 ($150,000 annually).

Outstanding Equity Awards

The following table sets forth information with respect to unexercised stock options, stock that has not vested, and equity incentive plan awards held by our Named Executive Officers at December 31, 2025.

Outstanding Option Awards at Fiscal Year-End
Name · Number of Securities Underlying Unexercised Options (#) Exercisable · Number of Securities Underlying Unexercised Options (#)Unexercisable · Option Exercise Price · Option Expiration Date
Eric Healy, Chief Executive Officer30,000(1)150,000$2.06June 11, 2035
15,000(2)-$1.94April 13, 2035
140,000(4)-$1.92February 21, 2034
John Dalfonsi, Chief Financial Officer3,333(1)16,667$2.06June 11, 2035
15,000(2)-$1.94April 13, 2035
30,000(3)-$6.00August 7, 2028
75,000(4)-$1.92February 21, 2034
(1)Options granted on June 12, 2025 vest monthly over three years from the grant date.
(2)Options granted on April 14, 2025 vested monthly over six months from the grant date.
(3)Options granted on August 8, 2023, vested monthly over one year from the grant date.
(4)Options granted on February 22, 2024, vested immediately.

Option Exercises and Stock Vested

None of our Named Executive Officers exercised any stock options or acquired stock through vesting of an equity award during the year ended December 31, 2025.

Director Compensation

The following table summarizes the compensation paid or accrued by us to our directors who are not Named Executive Officers of the Company for the year ended December 31, 2025.

Name · Fees Earned or Paid in Cash · Stock Award · Option Awards · Non-Equity Incentive Compensation · Change in Pension Value and Nonqualified Deferred Compensation Earnings · All other Compensation · Total
Byron Riché Jones$-$-$13,195(1)$-$-$-$13,195
Greg Somerville$-$-$13,195(1)$-$-$-$13,195
Deven Jain$-$-$13,195(1)$-$-$-$13,195
Lindsay L. Schwartz$-$-$29,294(2)$-$-$-$29,294
(1)On April 14, 2025, we granted Mr. Jones, Mr. Somerville, and Mr. Jain the option to purchase 15,000 shares of common stock at an exercise price of $1.94 per share, exercisable over a 10-year term. The grant-date fair value of the option award, computed in accordance with ASC 718, using the Black-Scholes option pricing model, based on a volatility rate of 46% and a call option value of $0.8796, was $13,195.
(2)On April 11, 2025, we granted Mr. Schwartz the option to purchase 30,000 shares of common stock at an exercise price of $1.93 per share, exercisable over a 10-year term. The grant-date fair value of the option award, computed in accordance with ASC 718, using the Black-Scholes option pricing model, based on a volatility rate of 46% and a call option value of $0.8765, was $29,294.

As of December 31, 2025, the following number of stock options were outstanding and held by our non-employee directors: Byron Riché Jones held options to purchase 49,166 shares of common stock, Greg Somerville held options to purchase 60,000 shares of common stock, Deven Jain held options to purchase 15,000 shares of common stock, and Lindsay L. Schwartz held options to purchase 30,000 shares of common stock.

Non-employee directors receive equity compensation from time to time at the discretion of the Board of Directors. Directors are not currently paid cash compensation for their service on the Board. Non-employee directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board of Directors.

Stock option awards described above were granted pursuant to the Company’s 2022 Equity Incentive Plan.

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