NOTE 9. COMPENSATION PLANS

Amended and Restated 2019 Equity Incentive Plan

In April 2019, the Company adopted the Greenlane Holdings, Inc. 2019 Equity Incentive Plan (the “2019 Plan”). The Plan has been amended and restated several times since adoption. As of December 31, 2025, the Company’s equity incentive plan balances, including the total shares authorized for issuance, awards outstanding, and shares available for future grant, reflect all amendments approved through that date, including the plan’s evergreen feature.

In October 2025, the Company included in its proxy statement a proposal to increase the share reserve under the Company’s equity incentive plan to 375,000 shares. The plan includes a 15% evergreen feature. Following the October 2025 private placement and related stockholder approval, the Company filed a registration statement on Form S-8 to register additional shares available for issuance under the plan. As of March 31, 2026, 140,000 shares remained available for future issuance under the 2019 Plan.

Stock Options

Stock option awards are granted with an exercise price equal to the fair market value of the Company’s common stock at the date of grant based on the closing market price of its common stock as reported on Nasdaq. Stock option awards generally include service-based vesting conditions and expire five years after the date of grant.

During the year ended December 31, 2025, the Company granted 375,000 nonqualified stock options with a weighted-average exercise price of $30.72. The grant-date fair value of these awards was determined using the Black-Scholes option pricing model. Key assumptions included a stock price of $27.68, an expected term of four years, expected volatility of 120%, a risk-free rate of 4.2%, and a dividend yield of zero. The expected term was determined based on the contractual term of the awards and expected exercise behavior. No stock options were granted during the three months ended March 31, 2026.

The Company recorded stock-based compensation expense related to stock options of approximately $0.5 million and none for the three months ended March 31, 2026 and 2025, respectively, related to stock options. The 2026 expense reflects amortization of the grant-date fair value of stock option awards granted in October 2025 over the applicable service periods.

The following table summarizes the Company’s stock option activity:

 SCHEDULE OF STOCK OPTION ACTIVITY

Based on the fair market value of the Company’s common stock at March 31, 2026, the total intrinsic value of outstanding options was zero.

Stock options outstanding, vested and expected to vest and exercisable are as follows:

 SCHEDULE OF STOCK OPTIONS OUTSTANDING VESTED

During the three months ended March 31, 2026, the Company recognized the remaining grant-date fair value of its outstanding employee stock option awards over the applicable service periods. As of March 31, 2026, there was no unrecognized compensation expense related to employee stock options outstanding as of period-end. No stock options were granted or forfeited during the three months ended March 31, 2026.

Restricted Stock Units

During the year ended December 31, 2025, the Company granted 14,375 restricted stock units (“RSUs”) to members of senior management and certain other employees pursuant to the 2019 Plan, after giving effect to the reverse stock splits. The Company accounts for RSUs issued to employees at fair value based on the market price of the Company’s common stock on the date of grant. The weighted-average grant-date fair value of RSUs granted during the year ended December 31, 2025 was $25.92.

During the three months ended March 31, 2026, the Company recognized approximately $0.1 million of stock-based compensation expense related to RSUs granted in 2025. No RSUs were granted or forfeited during the three months ended March 31, 2026.

As of March 31, 2026, there was no unrecognized compensation expense related to unvested RSUs.

Equity-Based Compensation Expense

Equity-based compensation expense related to employee awards is included within salaries, benefits and payroll taxes in the condensed consolidated statements of operations and comprehensive loss. Stock-based compensation expense related to strategic advisory warrants issued to non-employee service providers is presented separately as stock-based compensation – strategic advisory warrants in the condensed consolidated statements of operations and comprehensive loss.

The Company recognized employee equity-based compensation expense as follows:

 SCHEDULE OF EQUITY BASED COMPENSATION EXPENSE

For the three months ended March 31, 2026, employee equity-based compensation expense consisted of approximately $0.5 million related to stock options and approximately $0.1 million related to RSUs, each related to awards granted during 2025. The remaining grant-date fair value of the Company’s employee stock option awards was fully recognized as of March 31, 2026. Accordingly, the Company does not expect to recognize additional compensation expense in future periods related to employee stock options outstanding as of March 31, 2026, unless additional awards are granted or existing awards are modified.

Stock-based compensation expense related to strategic advisory warrants was approximately $0.2 million for the three months ended March 31, 2026, is presented separately as stock-based compensation – strategic advisory warrants in the condensed consolidated statements of operations and comprehensive loss, and is excluded from the employee equity-based compensation table above.