SANUWAVE Health, Inc.

This section discusses the material components of the executive compensation program offered to our executives, and in particular to our named executive officers for 2024, who were:

•Morgan Frank, Chief Executive Officer

•Nanci Gilmore, Chief Commercial Officer

•Andrew Walko, President

Summary Compensation Table

The following table provides certain information concerning compensation earned for services rendered in all capacities by our named executive officers during the fiscal years ended December 31, 2024, and 2023.

(1)The bonus paid to Ms. Gilmore in 2024 was a discretionary bonus.

(2)The amounts reported in the "Option Awards" column represent the grant-date fair value of stock options granted to the named executive officers in 2024, calculated in accordance with FASB ASC 718. These stock options vest over a three-year period, except for $20,000 paid to Mr. Frank for 2024 board fees which vested immediately upon grant, subject to continued service with the Company. The reported values reflect the total grant-date fair value and do not correspond to the amounts the executives may ultimately realize upon vesting or exercise.

(3)All other compensation paid to Mr. Frank in 2023 includes board fees earned. 2024 board fees were changed to option awards in lieu of cash fees earned. All other compensation paid to Ms. Gilmore includes a car allowance.

2024 Named Executive Officer Compensation Plan

Base Salary

Our salaries reflect the responsibilities of each Named Executive Officer (NEO) and the competitive market for comparable professionals in our industry. Base salaries and benefits packages are fixed components of our NEO’s compensation and do not vary with Company performance.

Short-term Cash Incentives

The performance-based compensation plan reflects our pay-for-performance philosophy and directly ties short-term incentives to short-term business performance. These awards are linked to specific annual financial goals and key business initiatives for the overall Company. Annual employee bonus incentives are paid to reward the achievement of critical short-term operating, financial, and strategic goals. The annual employee bonus is calculated based on a percentage of each NEO’s salary: 50% is paid on individual performance goals, as assigned by leadership and the Board of Directors, and the remainder is paid based on Company performance measures.

2006 Stock Incentive Plan

On October 24, 2006, Sanuwave, Inc.’s board of directors adopted the 2006 Stock Incentive Plan of Sanuwave, Inc. On November 1, 2010, the Company approved the Amended and Restated 2006 Stock Incentive Plan of SANUWAVE Health, Inc. effective as of January 1, 2010 (the “2006 Plan”). The 2006 Plan permitted grants of awards to selected employees, directors, and advisors of the Company in the form of restricted stock or options to purchase shares of common stock. The 2006 Plan was administered by the board of directors of the Company. The 2006 Plan gave broad powers to the board of directors of the Company to administer and interpret the form and conditions of each option. The stock options granted under the 2006 Plan are generally non-statutory options which vested over a period of up to three years and have a maximum ten-year term. The options were granted at an exercise price equal to the fair market value of the common stock on the date of the grant.

The terms of the options granted under the 2006 Plan expire as determined by individual option agreements (or on the tenth anniversary of the grant date), unless terminated earlier, on the first to occur of the following: (1) the date on which the participant’s service with the Company is terminated by the Company for cause; (2) 60 days after the participant’s death; or (3) 60 days after the termination of the participant’s service with the Company for any reason other than cause or the participant’s death; provided that, if during any part of such 60 day period the option is not exercisable solely because of specified securities law restrictions, the option will not expire until the earlier of the expiration date or until it has been exercisable for an aggregate period of 60 days after the termination of the participant’s service with the Company. The options vested as provided for in each option agreement and the exercise prices for the options were determined by the board of directors at the time the option was granted, provided that the exercise price could in no event be less than the fair market value per share of the Company’s common stock on the grant date. In the event of any change in the common stock underlying the options, by reason of any merger or exchange of shares of common stock, the board of directors shall make such substitution or adjustment as it deems to be equitable to (1) the class and number of shares underlying such option, (2) the exercise price applicable to such option, or (3) any other affected terms of such option.

In the event of a change of control, unless specifically modified by an individual option agreement: (1) all options outstanding as of the date of such change of control will become fully vested; and (2) notwithstanding (1) above, in the event of a merger or share exchange, the board of directors may, in its sole discretion, determine that any or all options granted pursuant to the 2006 Plan will not vest on an accelerated basis if the board of directors, the surviving corporation or the acquiring corporation, as the case may be, has taken such action that in the opinion of the board of directors is equitable or appropriate to protect the rights and interests of the participants under the 2006 Plan.

2024 Equity Incentive Plan

The stockholders of the Company approved the Company’s 2024 Equity Incentive Plan (the “2024 Plan”) on August 7, 2024 (the “Effective Date”). The following shares of the Company’s common stock, are available for issuance under the 2024 Plan: (a) 1,376,556 shares of common stock (the “New Shares”), and (b) up to 42,605 shares of common stock which were subject to outstanding awards under the 2006 Plan as of the Effective Date (the “Outstanding Shares”). The Outstanding Shares will be available for future grants under the 2024 Plan to the extent that, on or after the Effective Date, such awards are forfeited, cancelled, settled, paid in cash, or expire before being exercised or settled in full. Upon stockholder approval of the 2024 Plan on the Effective Date, no new awards may be granted under the 2006 Plan.

Awards under the 2024 Plan may be granted to employees, non-employee directors and consultants of the Company and its subsidiaries in the form of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, and other equity-based or equity-related awards. The 2024 Plan is administered by the Compensation Committee of the Board.

The stock options granted under the 2024 Plan typically vest over a period of up to three years and have a maximum ten-year term. The options are granted at an exercise price equal to the fair market value of the common stock on the date of the grant.

Employment Agreement with Mr. Frank

Effective May 23, 2023, the Sanuwave board appointed Morgan Frank, as Sanuwave’s interim Chief Executive Officer. In connection with this appointment, Sanuwave and Mr. Frank entered into an Executive Employment Agreement, effective May 23, 2023 (the “Frank Employment Agreement”). Pursuant to the Frank Employment Agreement, Mr. Frank was paid a de minimis base salary of $1.00 per year, which was increased to $3,704 per year as of August 2024, may be eligible to receive an incentive bonus opportunity in accordance with certain performance criteria determined by the Sanuwave board, and is entitled to participate in Sanuwave’s employee benefit plans and programs. Mr. Frank’s employment will be terminated upon (i) written notice of termination or resignation by either Sanuwave or Mr. Frank, respectively, for any reason, provided that Mr. Frank must provide at least 60 days’ prior notice of his resignation, or (ii) Mr. Frank’s death or disability. Moreover, during the term of his employment and for a period of one year thereafter, Mr. Frank agreed (i) not to perform services for or have any interest in any competitive business and (ii) not to solicit (a) Sanuwave’s current or former employees or independent contractors or (b) actual or prospective customers, clients, vendors, service providers, suppliers or contractors. Finally, the Frank Employment Agreement also includes customary confidentiality and non-disparagement provisions.

Offer Letter with Mr. Walko

Effective July 31, 2023, the Board of Directors of Sanuwave appointed Andrew Walko as the Company’s President. In connection with his appointment as President, the Company and Mr. Walko entered into an offer letter, dated July 20, 2023 (the “Walko Offer Letter”). Pursuant to the Walko Offer Letter, Mr. Walko (i) receives an annual base salary of $230,000, (ii) is eligible to earn an annual bonus of 25% of his base salary, based on the achievement of performance goals established by the Company, and (iii) received an option grant.

Offer Letter with Ms. Gilmore

Effective January 23, 2023, Nanci Gilmore joined the Company as Vice President Commercial Strategy. The Company and Ms. Gilmore entered into an offer letter, dated January 11, 2023 (the “Gilmore Offer Letter”). Pursuant to the Gilmore Offer Letter, Ms. Gilmore (i) receives an annual base salary of $225,000, (ii) is eligible to earn an annual bonus of 50% of her base salary, based on the achievement of performance goals established by the Company, (iii) received an option grant, and (iv) is eligible for cash severance in the amount equal to five months of base salary at the rate in effect on the termination date.

Outstanding Equity Awards at 2024 Fiscal Year End

The following table provides certain information concerning the outstanding equity awards for each named executive officer as of December 31, 2024:

Director Compensation Table for Fiscal Year 2024

Beginning October 2024, the director compensation plan changed from a base retainer of cash to option awards. The Company provides an additional option award for committee leadership of the Audit Committee. The Compensation Committee believes the structure aligns compensation according to the level of service contributions by each director. Mr.

Frank's compensation is described above in the Summary Compensation Table which includes his director compensation earned for 2024.

(1) The amounts reported in the "Option Awards Earned" column represent the grant-date fair value of stock options granted to the directors in 2024, calculated in accordance with FASB ASC 718. These stock options vest immediately upon grant and are subject to continued service with the Company. The reported values reflect the total grant-date fair value and do not correspond to the amounts the directors may ultimately realize upon exercise.

Policies and Practices Related to the Grant of Certain Equity Awards

We have established processes to ensure that thetiming of any stock option grants to executives is not influenced by material nonpublic information (“MNPI”), and that all grant decisions are made based on apredetermined schedule, taking into account factors like employee performance and market conditions, regardless of any upcoming announcements or events that could impact our stock price. The compensation committee carefully reviews any potential MNPI before granting options and will delay a grant if necessary to avoid any appearance of impropriety related to the timing of the award.