IZEA Worldwide, Inc.

Summary Compensation Table

The following table sets forth the cash compensation, as well as certain other compensation earned during the last two fiscal years, for (i) each person who served as the Company’s principal executive officer (“PEO”) during the year ended December 31, 2025; (ii) the two other most highly compensated executive officers other than the PEO who were serving as executive officers as of December 31, 2025 (in this case, Peter Biere, the Company’s only other executive officer besides than the PEO); and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to the foregoing clause (ii) but for the fact that such individuals were not serving as executive officers as of December 31, 2025 (collectively referred to as the “Named Executive Officers”):

(1) Stock-based compensation is measured at the grant date, based on the award’s fair value, and is recognized as an expense over the employee’s requisite service period. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our consolidated financial statements. The vesting schedule for awards granted in 2025 are disclosed in the footnotes to the Outstanding Equity Awards at Fiscal Year End table, below.

(2) Amounts reported in the “Non-Equity Incentive Plan Compensation” column represent cash incentive compensation paid during the applicable fiscal year pursuant to each individual’s employment agreement. In 2024, incentive compensation was paid quarterly, with bonuses earned for the fourth quarter and the annual performance period paid in the first quarter of the following year. Effective in 2025, the Company amended its incentive compensation plan to provide for annual bonus payments only, which are paid in the first quarter following the end of the applicable performance year.

(3) For the year ended December 31, 2025, Mr. Venetucci was awarded cash bonuses totaling $0.2 million. For the year ended December 31, 2025, Mr. Venetucci was awarded cash bonuses totaling $11,226 and restricted stock units valued at approximately $1.6 million pursuant to quarterly and annual performance bonus awards granted pursuant to his employment agreement. See Employment Agreements below for details on Mr. Venetucci's total compensation plan. For the year ended December 31, 2024, in addition to his compensation as Chief Executive Officer, Mr. Venetucci received director compensation for his service on the Board, consisting of board member fees of $39,244 and restricted stock awards valued at $40,951. Mr. Venetucci’s salary and cash bonuses for 2024 as Chief Executive Officer were prorated for his partial year of service.

(4)Represents a remote worker reimbursement provided in accordance with Illinois state law for necessary business-related internet/mobile phone expenses.

(5)For the year ended December 31, 2025, Mr. Biere was awarded cash bonuses totaling $0.1 million and restricted stock units valued at $0.2 million pursuant to quarterly and annual performance bonus awards granted pursuant to his employment agreement. For the year ended December 31, 2024, Mr. Biere was awarded cash bonuses totaling $0.1 million and restricted stock units valued at $0.2 million pursuant to quarterly and annual performance bonus awards granted pursuant to his employment agreement. See Employment Agreements below for details on Mr. Biere's total compensation plan.

Outstanding Equity Awards at Fiscal Year End

Listed below is information with respect to unexercised options and outstanding stock awards held by each Named Executive Officer as of December 31, 2025, pursuant to the Company’s equity incentive plans:

(1)Unless otherwise indicated, the option exercise price represents the closing price of the Company’s common stock on the date of grant or the closing price of its common stock on the last trading day prior to the grant date if the grant date falls on a non-trading day. Each of these grants has a ten-year term, indicating that the grant date was 10 years prior to the indicated Option Expiration Date.

(2)These option awards were granted to Patrick Venetucci prior to his appointment as Chief Executive Officer and were issued in connection with his prior role at the company.

Listed below is information with respect to unvested shares of restricted stock units held by each Named Executive Officer as of December 31, 2025, pursuant to the Company’s equity incentive plans:

(1)The estimated value is based on the unvested RSUs multiplied by the closing price of the Company’s common stock on December 31, 2025, which was $4.38.

(2)On September 9, 2024, the Company issued 490,400 time-based restricted stock units for Mr. Venetucci in accordance with his employment agreement. The stock shall vest in 16 equal quarterly amounts starting on October 31, 2024 and every three months thereafter until fully vested. The stock was initially valued at $1.0 million. As of December 31, 2025, 153,250 shares vested during the measurement period.

(3)On September 9, 2024, the Company granted 490,400 performance-based restricted stock units for Mr. Venetucci pursuant to his employment agreement. The stock will vest based on the annual common share price performance (“SPP”) defined as the growth in share price from $2.00 to $10.00 per share (collectively, the “Performance-Based RSUs”). For purposes of the Performance-Based RSUs, the SPP shall be measured by the ration of (i) the volume weighted average price (:VWAP”) for the fourth quarter of each of 2024, 2025, 2026, and 2027 periods minus $2.00, divided by (ii) $8.00; minus any previously vested SPP shares. Vesting is cumulative, with no recoupment for years with a negative ratio, and any Performance-Based RSUs that remain unvested after the Q4 2027 calculation shall be forfeited. The fair value of the stock at the time of grant was initially valued at $0.5 million.

(4)Stock awards consist of time-based restricted stock units granted pursuant to the Company’s equity incentive plan in connection with annual and quarterly equity compensation under Mr. Biere’s employment agreement. All such awards vest 25% after one year, with the remaining balance vesting in equal quarterly installments thereafter. Grant-date fair values were determined based on the closing price of the Company’s common stock on the applicable grant dates. As of December 31, 2025, Mr. Biere had 151,326 unvested restricted stock units with an aggregate market value of approximately $0.7 million based on the Company’s closing stock price on December 31, 2025.

Employment Agreements

The following is a summary of the employment arrangements with the Company’s Named Executive Officers.

Patrick J. Venetucci. On September 6, 2024, the Company entered into an employment agreement with Patrick J. Venetucci to serve as its Chief Executive Officer through December 31, 2027. Pursuant to the employment agreement, Mr. Venetucci receives an annual base salary of $450,000. Pursuant to the employment agreement, Mr. Venetucci is eligible to receive a bonus based on the achievement of certain key performance indicators set at the beginning of each year. The target Executive Bonus for fiscal year 2024 was 75% of Mr. Venetucci’s base salary, prorated for the months of employment in the fiscal year. The target Executive Bonus for fiscal year 2025 is 75% of Mr. Venetucci’s base salary. The employment agreement provides for a long-term incentive stock award of 980,800 restricted stock units. The first grant of 490,400 of the RSUs shall vest in 16 equal quarterly amounts starting on October 31, 2024 and every three months thereafter until fully vested (collectively, the “Time-Based RSUs”). The second grant of 490,400 of the RSUs will vest based on the annual common SPP defined as the growth in share price from $2.00 to $10.00 per share. For purposes of the Performance-Based RSUs, the SPP shall be measured by the ratio of (i) the VWAP for the fourth quarters of each of 2024, 2025, 2026, and 2027 minus $2.00, divided by (ii) $8.00; minus any previously vested SPP shares. Vesting is cumulative, with no recoupment for years with a negative ratio, and any Performance-Based RSUs that remain unvested after the Q4 2027 calculation shall be forfeited. The formula used to calculate the SPP and Time-Based RSUs are subject to any stock split effected by the Company.

Following the initial term, the Employment Agreement will automatically renew for successive one-year terms unless the Company or Mr. Venetucci provides written notice of non-renewal at least 90 days prior to the end of the current term. The Employment Agreement is subject to early termination (i) by the Company or Mr. Venetucci for any reason upon written notice, (ii) by the Company for cause (as such term is defined in the employment agreement; “cause” generally includes willful misconduct, dishonesty, misappropriation, conviction of certain crimes, conduct causing material harm to the Company, breach of fiduciary duty or restrictive covenants, material policy violations, or failure to perform duties after notice and opportunity to cure), (iii) by Mr. Venetucci for good reason (as defined in the employment agreement; “good reason” generally includes (i) a material diminution in the Executive’s responsibilities, authority or duties; (ii) a material diminution in the Executive’s Base Salary, except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; or (iii) a material breach of this Agreement by the Company.), and (iv) in the case of Mr. Venetucci’s death or disability (the inability to perform essential job functions, with or without reasonable accommodation, for 120 days in any 12-month period, as certified by a physician). In the event of any termination, Mr. Venetucci will be entitled to payment of earned salary, any portion of his bonus that was earned but not yet paid, unpaid expense reimbursements, and any vested benefits including accrued but unused vacation. If the employment agreement is terminated for any reason other than by the Company for cause or by Mr. Venetucci without good reason (a material reduction in responsibilities, authority, or base salary (other than across-the-board reductions) or a material breach by the Company, subject to notice, a 30-day cure period, and timely resignation if not cured), and subject to execution of a separation agreement in a form satisfactory to the Company, Mr. Venetucci will be entitled to severance equal to twelve months of his then-current salary, up to twelve months of COBRA payments, and a pro-rated annual bonus for the fiscal year of termination based on actual performance. With respect to outstanding equity awards, vesting and exercisability of any outstanding equity compensation awards from the Company shall be determined under the terms of the Equity Documents and Prior Equity Agreements. In the event of termination due to disability, Mr. Venetucci will be entitled to a pro-rated annual bonus based on actual performance and continued vesting of outstanding equity awards as determined under their respective terms. If there is a change of control (as defined in the employment agreement; a merger, change in control means the sale of substantially all assets, acquisition of a majority of the Company’s voting securities, or liquidation) and Mr. Venetucci’s employment terminates within three months prior to or within twelve months following such change of control for reasons other than for cause or resignation without good reason, and subject to execution of a separation agreement in a form satisfactory to the Company, Mr. Venetucci will be entitled to severance equal to twelve months of his then-current salary, up to twelve months of COBRA payments, a pro-rated annual bonus based on target performance, and vesting and exercisability of any outstanding equity compensation awards from the Company shall be determined under the terms of the Equity Documents and Prior Equity Agreements.

Peter J. Biere. Effective September 1, 2023, the Company entered into an agreement to replace Mr. Biere’s prior employment agreement, providing an annual base salary of $320,000 for an initial term of 3 years. The agreement provides for an annual bonus at the sole discretion of the Board or Compensation Committee, which shall be equal to up to sixty percent (60%) of Mr. Biere’s base salary to be paid out in five (5) installments pursuant to the terms of the employment agreement. Such annual bonuses will be based on the achievement of specified annual performance goals. The agreement additionally provides that, subject to the discretion of the Board or the Compensation Committee, Mr. Biere will be eligible for a long-term incentive award of $236,800 which will be in the form of four restricted stock unit awards which will each vest over three years following the grant date, one-third (1/3) upon 12 months of the grant date and quarterly thereafter.

Following the initial term, the Employment Agreement will automatically renew for successive one-year terms unless the Company or Mr. Biere provides written notice of non-renewal at least 90 days prior to the end of the current term. The Employment Agreement may be terminated (i) by either party for any reason upon written notice, (ii) by the Company for cause (as defined in the employment agreement; cause generally includes willful misconduct, dishonesty, misappropriation, conviction of certain crimes, conduct causing material harm to the Company, breach of fiduciary duty or restrictive covenants, material policy violations, or failure to perform duties after notice and opportunity to cure), (iii) by Mr. Biere for good reason (as defined in the employment agreement; good reason means a material reduction in responsibilities, authority, or base salary (other than across-the-board reductions) or a material breach by the Company, subject to notice, a 30-day cure period, and timely resignation if not cured), or (iv) upon Mr. Biere’s death or disability (the inability to perform essential job functions, with or without reasonable accommodation, for 120 days in any 12-month period, as certified by a physician). In the event of any termination, Mr. Biere will be entitled to payment of earned but unpaid salary, any pro-rated bonus earned through the date of termination, unpaid expense reimbursements, and accrued but unused vacation. If the Employment Agreement is terminated by the Company without cause or by Mr. Biere for good reason, subject to execution of a separation and release agreement satisfactory to the Company, Mr. Biere will be entitled to severance equal to nine months of his then-current base salary, up to nine months of COBRA premium contributions, and a pro-rated annual bonus for the fiscal year of termination based on actual performance, with vesting of outstanding equity awards determined under the applicable equity plan and award agreements. In the event of termination due to death or disability, Mr. Biere (or his estate) will be entitled to a pro-rated annual bonus based on actual performance, and vesting of outstanding equity awards will be determined under their governing terms. If a change of control (as defined in the agreement; a merger, sale of substantially all assets, acquisition of a majority of the Company’s voting securities, or liquidation) occurs and Mr. Biere’s employment terminates within three months prior to or twelve months following such change of control without cause or for good reason, subject to execution of a separation and release agreement satisfactory to the Company, he will be entitled to severance equal to nine months of his then-current base salary, up to nine months of COBRA premium contributions, and a pro-rated annual bonus for the then-current fiscal year based on target performance, with vesting of outstanding equity awards determined in accordance with the applicable plan and award terms.

Equity Incentive Plans

In May 2011, the Board adopted the 2011 Equity Incentive Plan of IZEA, Inc., which was amended and restated in 2020 (the “2011 Plan”). The 2011 Plan allows the Company to award restricted stock, restricted stock units, and stock options, covering up to 1,875,000 shares of common stock as incentive compensation for its employees and consultants. On October 17, 2023, stockholders voted to amend and restate the 2011 Plan to increase the number of shares of common stock authorized for issuance by 1,800,000 shares and to reflect emerging best practices. On December 12, 2024, stockholders voted to amend and restate the 2011 Plan to increase the number of shares of common stock authorized for issuance by 700,000 shares. As of December 31, 2025, an aggregate of 2,908,227 shares of common stock had been issued in respect of exercised and vested awards under the 2011 Plan.

Under the Equity Incentive Plan, the Board determines the exercise price to be paid for the option shares, the period within which each award may be exercised, and the terms and conditions of each award, including any future vesting restrictions. The exercise price of incentive and non-qualified stock options may not be less than 100% of the fair market value per share of the Company’s common stock on the grant date. If an individual owns stock representing more than 10% of the outstanding shares, the price of each share of an incentive stock option must be equal to or exceed 110% of fair market value. Unless otherwise determined by the Board at the time of grant, the purchase price is set at the fair market value of the Company’s common stock on the grant date (or the last trading day prior to the grant date, if it is awarded on a non-trading day). The Company issues new shares for any stock awards or options exercised under the Equity Incentive Plan.

The Company’s 2014 Employee Stock Purchase Plan (the “ESPP”) provides for the issuance of up to 125,000 shares of its common stock. Any employee regularly employed by the Company for 90 days or more on a full-time or part-time basis (20 hours or more per week on a regular schedule) is eligible to participate in the ESPP. The ESPP operates in successive six- month offering periods commencing at the beginning of each fiscal year half. Each eligible employee who has elected to participate may purchase up to 10% of their annual compensation in common stock not to exceed $21,250 annually or 2,000 shares per offering period. The purchase price will be the lower of (i) 85% of the fair market value of a share of common stock on the first day of the offering period or (ii) 85% of the fair market value of a share of common stock on the last day of the offering period. The ESPP will continue until December 18, 2028, unless otherwise terminated by the Company’s Board. As of December 31, 2025, 72,008 shares have been issued under the ESPP.

On November 30, 2023, the Board adopted the IZEA Worldwide, Inc. 2023 Inducement Plan (the “Inducement Plan”) to accommodate equity grants to new employees hired in connection with acquisition transactions, including the Hoozu acquisition. Under the Inducement Plan, the Company may grant RSUs, including performance-based and time-based RSUs, with respect to up to a total of 1,800,000 shares of the Company’s common stock to new employees. Pursuant to Rule 5635(c)(4) of the Listing Rules, the Inducement Plan was adopted without stockholder approval. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, awards under the Inducement Plan can only be made to individuals not previously employees or non-employee directors (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the Company or in connection with a merger or acquisition, to the extent permitted by Rule 5635(c)(3) of the Nasdaq Listing Rules. The company intends to issue Treasury shares to satisfy vesting of shares issued under the Inducement Plan.

On December 1, 2023, the Board approved the grant of inducement awards under the Inducement Plan to five employees of Hoozu consisting of an aggregate of 328,354 performance-based RSUs as inducement awards material to such employees’ entering into employment with the Company, pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. In December 2024, the Company divested its ownership in Hoozu which was not meeting its performance targets. The RSU grants, which were subject to performance-based vesting conditions and the recipient’s continued service through each annual vesting date, were deemed forfeited upon divestiture.

As of December 31, 2025, one 50,000 time-based RSU award that had been granted was outstanding under the Inducement Plan.

As of March 12, 2026, an aggregate of 50,000 RSUs, net of forfeitures are outstanding under the Inducement Plan.

Director Compensation

Effective September 6, 2024, the Board amended the compensation program for each serving non-employee director to receive the following compensation:

•An annual board retainer fee of $60,000 to be in restricted stock issued in $15,000 increments on the last day of each quarter and priced at fair market value, vesting immediately.

•A cash retainer fee of $35,000 per year.

•A standard fee of $20,000 per year paid out to the Chairman of the Board.

•A standard fee of $5,500 per year paid out to each Audit Committee member, except with regard to the Audit Committee Chair, who shall receive a fee of $15,000 per year.

•A standard fee of $4,500 per year paid out to each Compensation Committee member, except with regard to the Compensation Committee Chair, who shall receive a fee of $10,000 per year.

•A standard fee of $3,000 per year paid out to each Nominating & Corporate Governance Committee member, except with regard to the Nominating & Corporate Governance Committee Chair, who shall receive a fee of $5,500 per year.

•A standard fee of $4,500 per year paid out to each Strategy & Capital Allocation Committee member, except with regard to the Strategy and Capital Allocation Committee Chair, who shall receive a fee of $10,000 per year.

The following table sets forth the cash compensation, as well as certain other compensation earned by each person who served as a non-employee director for the Company during the year ended December 31, 2025:

(1)In 2025, Mr. Bonchristiano received 20,482 shares of restricted stock with a grant date fair value of $60,000. The shares vested immediately at each quarterly grant date in March, June, September and December. Mr. Bonchristiano also received cash compensation of $47,000 in accordance with the Company’s non-employee director compensation program.

(2)In 2025, Mr. Boscolo received 20,482 shares of restricted stock with a grant date fair value of $60,000. The shares vested immediately at each quarterly grant date in March, June, September, and December. Mr. Boscolo also received cash compensation of $40,250 in accordance with the Company’s non-employee director compensation program.

(3)In 2025, Mr. Brady received 20,482 shares of restricted stock with a grant date fair value of $60,000. The shares vested immediately at each quarterly grant date in March, June, September, and December. Mr. Brady also received cash compensation of $40,500 in accordance with the Company’s non-employee director compensation program.

(4)In 2025, Mr. Caron received 20,482 shares of restricted stock with a grant date fair value of $60,000. The shares vested immediately at each quarterly grant date in March, June, September, and December. Mr. Caron also received cash compensation of $50,500 in accordance with the Company’s non-employee director compensation program.

(5)In 2025, Mr. Gardner received 20,482 shares of restricted stock with a grant date fair value of $60,000. The shares vested immediately at each quarterly grant date in March, June, September, and December. Mr. Gardner also received cash compensation of $79,000 in accordance with the Company’s non-employee director compensation program.

(6)In 2025, Mr. Rua received 20,482 shares of restricted stock with a grant date fair value of $60,000. The shares vested immediately at each quarterly grant date in March, June, September, and December. Mr. Rua also received cash compensation of $53,500 in accordance with the Company’s non-employee director compensation program.