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FLEXIBLE SOLUTIONS INTERNATIONAL INC

For the period ended Dec 31, 2025. Filed Apr 15, 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 Apr 15, 2026

FSI$6.70+8.9%Stored close · as of Nov 9, 2026

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Contents

Item 11. Executive Compensation

Summary Compensation Table

The following table shows in summary form the compensation earned by (i) our Chief Executive Officer and (ii) by each other executive officer who earned in excess of $100,000 during the two fiscal years ended December 31, 2024.

Name and Principal PositionFiscal YearSalary (1)Bonus (2)Restricted Stock Awards (3)Options Awards (4)All Other Annual Compensation (5)Total
Daniel B. O’Brien2025$618,000————$618,000
President, Chief Executive Financial and Accounting Officer2024$600,000——$316,000—$916,000
(1)The dollar value of base salary (cash and non-cash) earned.
(2)The dollar value of bonus (cash and non-cash) earned.
(3)During the periods covered by the table, the value of the shares of restricted stock issued as compensation for services to the persons listed in the table.
(4)The value of all stock options granted during the periods covered by the table.
(5)All other compensation received that we could not properly report in any other column of the table.

In the fall of 2023, Daniel O’Brien, CEO, relocated to Grand Cayman in order to help with international sales. He requested that his salary be reduced to a flat $600,000 per year with annual increases at the same rate as other employees receive, making his 2025 salary $618,000. The compensation committee agreed and granted Mr. O’Brien’s request.

Non-Qualified Stock Option Plan

In August 2014 we adopted a Non-Qualified Stock Option Plan which authorizes the issuance of up to 1,500,000 shares of our common stock to persons that exercise options granted pursuant to the Plan. Our employees, directors and officers, and consultants or advisors are eligible to be granted options pursuant to the Non-Qualified Plan.

The Plan is administered by our Compensation Committee. The Committee is vested with the authority to determine the number of shares issuable upon the exercise of the options, the exercise price and expiration date of the options, and when, and upon what conditions options granted under the Plan will vest or otherwise be subject to forfeiture and cancellation.

During the fiscal year ended December 31, 2025, we did not issue options pursuant to the Non-Qualified Plan (2024 – nil).

As of December 31, 2025, options to purchase 74,000 shares of our common stock were outstanding under our Non-Qualified Stock Option Plan. The exercise price of these options varies between $2.44 and $3.61 per share and the options expire on December 31, 2026.

Stock Option Plans

In 2022 we adopted a Stock Incentive Plan which authorized the issuance of up to 1,500,000 shares of our common stock to persons that have been granted stock awards or options pursuant to the Plan. We have amended the plan in 2025 for issuance up to 2,500,000 shares of our common stock to pursuant to the Plan. Our employees, directors and officers, and consultants or advisors are eligible to be granted options pursuant to the Stock Incentive Plan.

The Plan is administered by our Compensation Committee. The Committee is vested with the authority to determine the number of shares issuable upon the exercise of the options, the exercise price and expiration date of the options, and when, and upon what conditions options granted under the Plan will vest or otherwise be subject to forfeiture and cancellation.

During the fiscal year ended December 31, 2025 we granted 66,000 options pursuant to the Stock Incentive Plan (2024 – 1,081,000).

As of December 31, 2025, options to purchase 1,625,000 shares of our common stock were outstanding under our Stock Incentive Plan. The exercise price of these options varies between $2.00 and $7.00 and the options expire at various dates between December 31, 2026 and December 31, 2030

During the fiscal year ended December 31, 2025, the Company granted 50,000 shares as a stock award. The award had 10,000 shares that vested upon issuance and 10,000 shares vest on each anniversary date through 2029. As of December 31, 2025, there was approximately $248,720 of compensation related to non-vested stock awards that is expected to be recognized through 2029.

Summary

The following table shows the weighted average exercise price of the outstanding options granted pursuant to both our Non-Qualified Stock Option Plan and Stock Incentive Plan as of December 31, 2025, our most recently completed fiscal year.

Plan CategoryNumber of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and RightsWeighted- Average Exercise Price of Outstanding Options, Warrants and RightsNumber of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
(a)(b)(c)
Non-Qualified Stock Option Plan74,000$3.5357,000
Stock Incentive Plan1,625,000$2.80391,000

Both our Non-Qualified Stock Option Plan and Stock Incentive Plan have been approved by our shareholders.

No options were exercised by our executive officers during the fiscal year ended December 31, 2025.

Director Compensation

We reimburse directors for any expenses incurred in attending board meetings. We also compensate directors $10,000 annually for each year that they serve with an additional $5,000 paid to the head of the Audit Committee -

Our directors received the following compensation in 2025:

NamePaid in CashStock Awards (1)Option Awards (2)
John H. Bientjes$15,000——
Robert Helina$10,000
Tom Fyles$10,000——
Ben Seaman$10,000——
David Fynn$10,000——
(1)The fair value of stock issued for services computed in accordance with ASC 718 on the date of grant.
(2)The fair value of options granted computed in accordance with ASC 718 on the date of grant.

Daniel B. O’Brien was not compensated for serving as a director during 2025.

Insider Trading Arrangements and Policies

We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, we have adopted our Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and others that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations. A copy of our Insider Trading Policy was filed as Exhibit 19 to our Annual Report on Form 10-K for the year ended December 31, 2024.

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