MDWerks, Inc.

We have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies” as such term is defined in the rules promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The following disclosure concerns the compensation arrangements of our current named executive officers for the fiscal years ended December 31, 2025 and 2024.

The following table summarizes all compensation recorded by us in the past two fiscal years for:

● our principal executive officer or other individual acting in a similar capacity during the fiscal year ended December 31, 2025 and 2024,

● our two most highly compensated executive officers, other than our principal executive officers, who were serving as executive officers at December 31, 2025 and 2024, and

● up to two additional individuals for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer at December 31, 2025 and 2024.

Outstanding Equity Awards at Fiscal Year End

The market value of unvested stock awards is based on the closing price of the Company’s common stock as of December 31, 2025, $0.15 per share.

Employment Agreements

Employment Agreement with Steven C. Laker

On November 7, 2024, the Company entered an Employment Agreement with Mr. Laker, retroactive to July 15, 2024, after which time, it provides for an initial term of 36 months, commencing on November 7, 2024 (the “Effective Date”), and continuing for a period of five (5) years unless otherwise terminated in accordance with the Employment Agreement. Thereafter, the Employment Agreement and its terms shall automatically be renewed for additional five (5) year periods, unless written notice of the election not to renew the Term at least ninety (90) days is given, prior to any such renewal date.

In consideration of Mr. Laker’s service as Chief Executive Officer, the Company shall pay Mr. Laker $180,000 for the period between July 15, 2024, through December 31, 2025. For the period of January 1, 2026, through December 31, 2026, the Company shall pay Mr. Laker $225,000. For the period of January 1, 2027, through December 31, 2027, the Company shall pay Mr. Laker $250,000. For the period of January 1, 2028, through December 31, 2028, the Company shall pay Mr. Laker $300,000. For the period of January 1, 2029, through December 31, 2029, the Company shall pay Mr. Laker $350,000.

Mr. Laker shall receive certain cash and equity performance-based bonuses starting January 1, 2025, on a quarterly basis for a period of two (2) years of the Term of up to a cash bonus equating to twenty five percent (25%) of his then-current base salary. Upon the conclusion on the two (2) years Mr. Laker shall thereafter receive performance-based bonuses on an annual basis, of up to fifty percent (50%) of his then-current base salary payable as fifty percent (50%) cash and fifty percent (50%) in Company stock. For any calendar year(s) where the Company’s gross revenue has increased a minimum of fifteen percent (15%) from its prior year gross revenue for that corresponding calendar year(s) Mr. Laker shall be entitled to a cash bonus equating to one hundred percent (100%) of his then-current base salary payable as fifty percent (50%) cash and (2) fifty percent (50%) in Company stock. For any calendar year(s) where the Company’s gross revenue has increased a minimum of twenty five percent (25%) from its prior year gross revenue for that corresponding calendar year(s) Mr. Laker shall be entitled to a cash bonus equating to one hundred fifty percent (150%) of his then-current base salary payable as fifty percent (50%) cash and fifty percent (50%) Company stock. Upon Execution of the Agreement, the Company issued five hundred thousand (500,000) shares of the Company’s stock to Mr. Laker, which share vest according to a vesting schedule, as set forth in the Employment Agreement. Mr. Laker is also eligible to receive an additional three million shares (3,000,000) of the Company’s stock based on the Company’s performance as determined benchmarks set forth in the Employment Agreement. Mr. Laker will be entitled to receive prompt reimbursement for all reasonable expenses he incurs in connection with his services on behalf of the Company on terms which are consistent with those offered to the senior executives of the Company and subject to the Company’s requirements with respect to reporting and documentation of such expenses. Mr. Laker will be entitled to additional fringe benefits, including dental and health benefits and paid vacation on terms at least as preferential as those offered to any senior executive of the Company. Mr. Laker shall also be entitled to participate in any and all Company retirement and/or pension plans as may become available to any senior executive of the Company on terms at least as preferential as those offered to any other senior executive of the Company.

In the event Company terminates Mr. Laker for a reason other than With Notice For Cause or Terminated Immediately For Cause as defined by the Employment Agreement, Mr. Laker is entitled to severance pay equating to twelve (12) months of his then-current Base Salary along with full vesting acceleration of any and all unvested stock provided for in the Employment Agreement. Mr. Laker shall also be entitled to an Executive Severance Package in the event of resignation With Cause Upon Notice, an Immediate Resignation For Cause or a Resignation by Mutual Agreement as defined by the Employment Agreement.

Mr. Laker’s Employment Agreement is automatically terminated upon death. In the event of Mr. Laker’s death, all compensation owed to Mr. Laker shall be paid to his spouse or other beneficiaries. If, during the Term, Mr. Laker is incapacitated due to physical or mental illness or incapacity for more than thirty (30) days, in the aggregate during any 12-month period, the Company may, upon a minimum of ten (10) days’ prior written notice notify Mr. Laker that the Employment Agreement has been terminated, however, Mr. Laker shall be entitled to receive salary, benefits, and reimbursable expenses owed to him through the date of termination.

Employment Agreement with James P. Cassidy

On November 7, 2024, the Company entered an Employment Agreement with James P. Cassidy. The Employment Agreement is retroactive to January 1, 2024, commences on November 7, 2024 (the “Effective Date”), and continues for a period of five (5) years unless otherwise terminated in accordance with the Employment Agreement. Thereafter, the Employment Agreement and its terms shall automatically be renewed for additional five (5) year periods, unless written notice of the election not to renew the Term at least ninety (90) days is given, prior to any such renewal date.

In consideration of Mr. Cassidy’s service as Chairman of the Board of Directors, the Company shall pay Mr. Cassidy $180,000 for the period through December 31, 2025. For the period of January 1, 2026, through December 31, 2026, the Company shall pay Mr. Cassidy $225,000. For the period of January 1, 2027, through December 31, 2027, the Company shall pay Mr. Cassidy $250,000. For the period of January 1, 2028, through December 31, 2028, the Company shall pay Mr. Cassidy $300,000. For the period of January 1, 2029, through December 31, 2029, the Company shall pay Mr. Cassidy $350,000.

Mr. Cassidy shall receive certain cash and equity performance-based bonuses starting January 1, 2025, on a quarterly basis for a period of two (2) years of the Term of up to a cash bonus equating to twenty five percent (25%) of his then-current base salary. Upon the conclusion on the two (2) years Mr. Cassidy shall thereafter receive performance-based bonuses on an annual basis, as follows: For any calendar year(s) where the Company’s gross revenue has increased a minimum of ten percent (10%) from its prior year gross revenue for that corresponding calendar year(s), Mr. Cassidy shall be entitled to a cash bonus equating to fifty percent (50%) of his then-current Base Salary payable as follows: (1) fifty percent (50%) in cash and fifty percent (50%) in Company stock vesting on a prorated consecutive twenty four (24) calendar month basis. For any calendar year(s) where the Company’s gross revenue has increased a minimum of fifteen percent (15%) from its prior year gross revenue for that corresponding calendar year(s) Mr. Cassidy shall be entitled to a cash bonus equating to one hundred percent (100%) of his then-current Base Salary payable as fifty percent (50%) in cash and fifty percent (50%) in Company stock. For any calendar year(s) where the Company’s gross revenue has increased a minimum of twenty five percent (25%) from its prior year gross revenue for that corresponding calendar year(s) Mr. Cassidy shall be entitled to a cash bonus equating to one hundred fifty percent (150%) of his then-current Base Salary payable as follows: (1) fifty percent (50%) in cash within thirty (30) days of the conclusion of any such calendar year(s); and (2) fifty percent (50%) in Company stock.

Upon Execution of the Agreement, the Company issued five hundred thousand (500,000) shares of the Company’s stock to Mr. Cassidy, which share vest according to a vesting schedule, as set forth in the Employment Agreement. Mr. Cassidy is also eligible to receive an additional three million shares (3,000,000) of the Company’s stock based on the Company’s performance as determined benchmarks set forth in the Employment Agreement.

In the event Company terminates Mr. Cassidy for a reason other than With Notice For Cause or Terminated Immediately For Cause as defined by the Employment Agreement, Mr. Cassidy is entitled to severance pay equating to twelve (12) months of his then-current Base Salary along with full vesting acceleration of any and all unvested stock provided for in the Employment Agreement. Mr. Cassidy shall also be entitled to an Executive Severance Package in the event of resignation With Cause Upon Notice, an Immediate Resignation For Cause or a Resignation by Mutual Agreement as defined by the Employment Agreement.

Mr. Cassidy’s Employment Agreement is automatically terminated upon death. In the event of Mr. Cassidy’s death, all compensation owed to Mr. Cassidy shall be paid to his spouse or other beneficiaries. If, during the Term, Mr. Cassidy is incapacitated due to physical or mental illness or incapacity for more than thirty (30) days, in the aggregate during any 12-month period, the Company may, upon a minimum of ten (10) days’ prior written notice notify Mr. Cassidy that the Employment Agreement has been terminated, however, Mr. Cassidy shall be entitled to receive salary, benefits, and reimbursable expenses owed to him through the date of termination.

Employment Agreement with David Stephens

On March 1, 2025, Mr. Stephens and the Company entered into an Executive Employment Agreement (the “Agreement”) with the following summarized terms:

Mr. Stephens shall serve as the Chief Financial Officer of the Company and be available to perform the duties consistent with such position pursuant to the Certificate of Incorporation and Bylaws of the Company. Mr. Stephen’s employment commenced on March 1, 2025, and continues for a term of three (3) years.

Compensation that Mr. Stephens will receive during his term includes (i) for the period of January 1, 2025 through December 31, 2025, an base salary of $120,000, payable in equal monthly payments of $10,000 per month; (ii) for the period of January 1, 2026 through December 31, 2026, a base salary of $150,000; and (iii) for the period of January 1, 2027 through December 31, 2027, a base salary of $175,000.

In addition to the Base Salary, Mr. Stephens shall receive performance-based bonuses from January 1, 2025 on a quarterly basis for a period of two (2) years of the Term (the “Two Year Quarterly Bonuses”) as follows: for any calendar quarter(s) where the Company’s gross revenue has increased a minimum of twenty five percent (25%) from its prior year gross revenue for that corresponding calendar quarter, Mr. Stephens shall be entitled to a cash bonus equating to fifteen percent (15%) of his then-current Base Salary within thirty (30) days of the conclusion of any such calendar quarter(s).

Upon conclusion of the two (2) years of the Term, Mr. Stephens shall thereafter receive performance-based bonuses on an annual basis (the “Subsequent Annual Bonuses”). For any calendar year(s) where the Company’s gross revenue has increased a minimum of ten percent (10%) from its prior year gross revenue for that corresponding calendar year, Mr. Stephens shall be entitled to a cash bonus equating to forty percent (40%) of his then-current Base Salary payable as follows: (1) fifty percent (50%) in cash within thirty (30) days of the conclusion of any such calendar year(s); and (2) fifty percent (50%) in Company stock vesting on a prorated consecutive twenty four (24) calendar month basis; For any calendar year(s) where the Company’s gross revenue has increased a minimum of fifteen percent (15%) from its prior year gross revenue for that corresponding calendar year(s), Mr. Stephens shall be entitled to a cash bonus equating to seventy-five percent (75%) of his then-current Base Salary payable as follows: (1) fifty percent (50%) in cash within thirty (30) days of the conclusion of any such calendar year(s); and (2) fifty percent (50%) in Company stock vesting on a prorated consecutive twenty four (24) calendar month basis.; For any calendar year(s) where the Company’s gross revenue has increased a minimum of twenty five percent (25%) from its prior year gross revenue for that corresponding calendar year(s), Mr. Stephens shall be entitled to a cash bonus equating to one hundred twenty five percent (125%) of his then-current Base Salary payable as follows: (1) fifty percent (50%) in cash within thirty (30) days of the conclusion of any such calendar year(s); and (2) fifty percent (50%) in Company stock vesting on a prorated consecutive twenty four (24) calendar month basis.

Upon Execution of the Agreement, the Company will issue one hundred fifty thousand (150,000) shares of the Company’s stock to Mr. Stephens, which share vest according to a vesting schedule, as set forth in the Employment Agreement. Mr. Stephens is also eligible to receive an additional three million shares (562,500) of the Company’s stock based on the Company’s performance as determined benchmarks set forth in the Employment Agreement. The Company shall reimburse Mr. Stephens for all reasonable out-of-pocket expenses incurred in the ordinary course of business. Mr. Stephens is bound by certain confidentiality covenants with the Company and has made certain representations and warranties customary to Officers and Directors.

In the event Company terminates Mr. Stephens for a reason other than With Notice For Cause or Terminated Immediately For Cause as defined by the Employment Agreement, Mr. Laker is entitled to severance pay equating to six (six) months of his then-current Base Salary along with full vesting acceleration of any and all unvested stock provided for in the Employment Agreement. Mr. Stephens shall also be entitled to an Executive Severance Package in the event of resignation With Cause Upon Notice, an Immediate Resignation For Cause or a Resignation by Mutual Agreement as defined by the Employment Agreement.

Employment Agreement with Richard Blackstone

On December 3, 2024, Mr. Blackstone and the Company entered into an Independent Director Agreement, commencing on December 3, for a term of three (3) years. Compensation that Mr. Blackstone will receive during his term includes the sum of $5,000, each calendar quarter, payable in the third month of each calendar quarter, and with such amount for any partial calendar quarter being appropriately prorated. Upon employment, the Company shall issue to Mr. Blackstone 100,000 shares of common stock, par value $0.001 per share, of the Company, subject to the terms and conditions of the Company’s applicable equity incentive plan and any related grant documentation, , and an additional equity grant each calendar quarter, with the number of shares determined with $10,000 shares divided by a VWAP schedule as of the end of each quarter.

Employment Agreement with Timothy Brocopp

On November 18, 2024, Mr. Brocopp and the Company entered into an Independent Director Agreement, commencing on November 16, 2024, for a term of three (3) years. Compensation that Mr. Brocopp will receive during his term includes the sum of $5,000, each calendar quarter, payable in the third month of each calendar quarter, and with such amount for any partial calendar quarter being appropriately prorated. Upon employment, the Company shall issue to Mr. Brocopp 100,000 shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”), subject to the terms and conditions of the Company’s applicable equity incentive plan and any related grant documentation, and an additional equity grant each calendar quarter, with the number of shares determined with $10,000 shares divided by a VWAP schedule as of the end of each quarter.

Employment Agreement with Roy Milner

On February 10, 2026, Mr. Milner and the Company entered into an Independent Director Agreement, commencing on February 10, 2026, for a term of three (3) years. Compensation that Mr. Milner will receive during his term includes the sum of $5,000, each calendar quarter, payable in the third month of each calendar quarter, and with such amount for any partial calendar quarter being appropriately prorated. Upon employment, the Company shall issue to Mr. Milner 100,000 shares of common stock, par value $0.001 per share, of the Company, subject to the terms and conditions of the Company’s applicable equity incentive plan and any related grant documentation, and grant each calendar quarter of $10,000 in shares of Common Stock with shares divided by a VWAP schedule.

Equity Award Plans

On June 23, 2025, the Company adopted the MDwerks, Inc. 2025 Equity Incentive Plan (the “2025 Plan”), which was filed on Form S-8 on July 15, 2025, pursuant to which the Company initially reserved and made available for future issuance under the 2025 Plan 10,000,000 shares of common stock in the form of various incentive awards. Through December 31, 2025, the Company awarded an aggregate of 2,180,000 of stock appreciation rights to employees and consultants pursuant to the 2025 Plan.

Director Compensation

The Board of Directors of the Company has not adopted a stock option plan but may choose to do so in the future. If such a plan is adopted, this may be administered by the board or a committee appointed by the board. The committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted.

The table below summarizes all compensation awarded to, earned by, or paid to our directors for all services rendered in all capacities to us during the year ended December 31, 2025.

As of December 31, 2025, the Company owed Mr. Cassidy $239,000 in accrued salary and bonus. All Director cash compensation earned in 2025 and 2024 were not yet paid as of December 31, 2025.