On June 28, 2024, the Company announced that its Board of Directors had authorized a $5.0 million share repurchase program of the Company’s common stock. In conjunction with the Cooperation Agreement signed on September 6, 2024, the maximum authorized repurchase amount was increased to $10.0 million. Repurchases under the program may be made through open market purchases, privately negotiated transactions, or other methods, including tender offers.

On June 16, 2025, the Company entered into an agreement with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) authorizing Ladenburg to purchase shares of the Company’s common stock on the Company’s behalf beginning on July 16, 2025, and ending on the earliest of May 15, 2026, the date the aggregate dollar limit under the Company’s repurchase authorization is reached, or the occurrence of certain other specified events. Purchases will be made from time to time, depending on market conditions, in open market or privately negotiated transactions, at prices deemed appropriate by management and are intended to comply with the safe harbor provisions of Rules 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended. As of September 30, 2025, no shares have been purchased under this plan.

As of September 30, 2025, a total of 561,950 shares have been purchased under the repurchase program with an average price per share of $2.55, for a total of $1.4 million. The remaining dollar value authorized for repurchase under the Company’s programs as of September 30, 2025 was approximately $8.7 million.

The Company’s stockholders approved an amendment and restatement of the 2011 Equity Incentive Plan at the Company’s 2024 Annual Meeting of Stockholders held on December 12, 2024, to increase the number of plan shares by 700,000 shares, from 3,675,000 to 4,375,000 shares. As of September 30, 2025, the Company had 604,653 remaining shares of common stock available for issuance pursuant to future grants under the 2011 Equity Incentive Plan.

In 2024, the Company issued a total of 125,863 shares of restricted common stock with a grant date fair value of $0.2 million for their annual service as independent directors of the Company. The stock was granted in installments on the last day of each quarter and vested immediately.

In the three and nine months ended September 30, 2025, the Company issued its six independent directors a total of 24,192 and 102,342 shares of restricted common stock, respectively, with an aggregate grant date valuation of $269,991 for their service as directors of the Company.


Restricted Stock	Common Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Years to Vest
Nonvested at December 31, 2023	—	$	—	0.0
Granted	125,863	2.54
Vested	(125,863)	2.54
Nonvested at December 31, 2024	—	$	—	0.0
Granted	102,342	2.64
Vested	(102,342)	2.64
Nonvested at September 30, 2025	—	$	—	0.0

Although restricted stock is issued upon the grant of an award, the Company excludes restricted stock from the computations within the financial statements of total shares outstanding and basic earnings per share until such time as the restricted stock vests.

Expenses recognized on restricted stock issued to independent directors for services were $89,995 and $79,057 during the three months ended September 30, 2025 and 2024, respectively, and $269,991 and $229,063 during the nine months ended September 30, 2025 and 2024, respectively.

During the nine months ended September 30, 2025, the Company issued a total of 768,967 time-based restricted stock units, initially valued at $2.2 million, as additional compensation, including 700,817 time-based restricted stock units, initially valued at $2.0 million, to non-executive employees and 68,150 time-based restricted stock units, initially valued at $0.2 million, to executives. These time-based restricted stock units have vesting periods ranging from 36 to 48 months from issuance.


Restricted Stock Units	Common Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Years to Vest
Nonvested at December 31, 2023	962,849	$	2.60	2.5
Granted(1)	2,348,423	2.31
Vested	(956,679)	2.54
Forfeited	(305,821)	2.41
Nonvested at December 31, 2024	2,048,772	$	2.33	2.6
Granted	768,967	2.80
Vested	(448,793)	2.31
Forfeited	(213,489)	2.55
Nonvested at September 30, 2025	2,155,457	$	2.48	2.8

(1) In the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, the table summarizing the number of shares granted during the year inadvertently omitted certain equity awards, although the correct total was disclosed in the accompanying narrative. The total number of shares granted during 2024 was 2,348,423, inclusive of awards to both executive and non-executive employees. The previously reported table total of 1,858,023 has been updated to reflect the correct number of granted shares. This did not have an impact on our financial statements for the period.

Expenses recognized on restricted stock units issued to employees were $0.4 million and $1.5 million during the three months ended September 30, 2025 and 2024, respectively and $1.1 million and $2.2 million during the nine months ended September 30, 2025 and 2024, respectively. On September 30, 2025, the fair value of the Company’s common stock was approximately $3.72 per share, and the intrinsic value of the non-vested restricted units was $6.2 million. Future compensation related to the non-vested restricted stock units as of September 30, 2025, is $3.8 million, and it is estimated to be recognized over the weighted-average vesting period of approximately 2.8 years.

Under the 2011 Equity Incentive Plan, the Board determines the exercise price to be paid for the stock option shares, the period within which each stock option may be exercised, and the terms and conditions of each stock option. 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 exercise 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 exercise 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). Additionally, the term is set at ten years, and the option typically vest on a straight-line basis over the requisite service period as follows: 25% one year from the date of grant with the remaining vesting monthly in equal increments over the following three years. The Company issues new shares for any stock awards or options exercised under its 2011 Equity Incentive Plan.


Options Outstanding	Common Shares	Weighted Average Exercise Price		Weighted Average Remaining Life (Years)
Outstanding at December 31, 2023	343,601	$	9.53	5.2

Exercised	(65,154)	1.21
Expired	(244,588)	10.51
Forfeited	(520)	9.24
Outstanding at December 31, 2024	33,339	$	18.60	3.7

Exercised	(125)	2.08
Expired	(10,778)	28.40
Forfeited	(9)	12.61
Outstanding at September 30, 2025	22,427	$	13.98	4.3

Exercisable at September 30, 2025	22,426	$	13.98	4.3


Nonvested Options	Common Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Years to Vest
Nonvested at December 31, 2023	26,373	$	8.83	1.1

Vested	(24,728)	18.60
Forfeited	(520)	9.24
Nonvested at December 31, 2024	1,125	18.60		3.7


Vested	(1,115)	13.98
Forfeited	(9)	12.61
Nonvested at September 30, 2025	1	$	13.98	0.1

There were outstanding options to purchase 22,427 shares with a weighted average exercise price of $13.98 per share, of which options to purchase 22,426 shares were exercisable with a weighted average exercise price of $13.98 per share as of September 30, 2025.

Expense recognized on stock options issued to employees during the three months ended September 30, 2025 and 2024 were $418 and $75,418, respectively. Expense recognized on stock options issued to employees during the nine months ended September 30, 2025 and 2024 were $9,487 and $171,897, respectively. Future compensation related to non-vested awards as of September 30, 2025, is $8, and it is estimated to be recognized over the weighted-average vesting period of approximately 0.1 years.

On November 30, 2023, the Board of Directors adopted the IZEA Worldwide, Inc. 2023 Inducement Plan (the “Inducement Plan”) to accommodate equity grants to new employees hired by IZEA in connection with acquisition transactions. Under the Inducement Plan, IZEA may grant restricted stock units (“RSUs”), including performance-based and time-based RSUs, with respect to up to a total of 1,800,000 shares of IZEA common stock to new employees of IZEA or its subsidiaries. Pursuant to Rule 5635(c)(4) of the NASDAQ 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 of IZEA (or following such individuals’ bona fide period of non-employment with IZEA), as an inducement material to the individuals’ entry into employment with IZEA or in connection with a merger or acquisition, to the extent permitted by Rule 5635(c)(3) of the NASDAQ Listing Rules.


Inducement Shares	Time-Based	Performance Based	Total
Grant Outstanding at December 31, 2023	10,000	328,354	338,354
Granted	219,355	—	219,355
Forfeited (1)	(179,355)	(328,354)	(507,709)
Grant Outstanding at December 31, 2024	50,000	—	50,000
Granted	—	—	—
Forfeited	—	—	—
Grant Outstanding at September 30, 2025	50,000	—	50,000

The amended and restated IZEA Worldwide, Inc. 2014 Employee Stock Purchase Plan (the “ESPP”) provides for the issuance of up to 125,000 shares of the Company’s common stock to employees 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). The ESPP operates in successive six-month periods commencing at the beginning of each fiscal year half. Each eligible employee who elects 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 January 1, 2028, unless otherwise terminated by the Board.

The Company did not recognize any stock compensation expense on ESPP options for the three months ended September 30, 2025. The Company recognized $965 for the three months ended September 30, 2024. The stock compensation expense on ESPP options was $11,558 and $3,006 for the nine months ended September 30, 2025 and 2024. As of September 30, 2025, there were 61,281 remaining shares of common stock available for future issuance under the ESPP.

On May 28, 2024, the Board of Directors declared a dividend of one preferred share purchase right (a “Right”) for each share of the Company’s common stock as of June 7, 2024 (the “Record Date”), pursuant to a Rights Agreement between the Company and Broadridge Corporate Issuer Solutions, LLC, as Rights Agent. This Rights Agreement, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 28, 2024, expired on May 31, 2025. The Rights did not become exercisable prior to the expiration of the Rights Agreement.

The stock-based compensation cost related to all awards granted to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the employee’s requisite service period utilizing the weighted-average forfeiture rates as disclosed in “Note 1 Company and Summary of Significant Accounting Policies.” Total stock-based compensation expense recognized on restricted stock, restricted stock units, stock options, and employee stock purchase plan issuances during the three and nine months ended September 30, 2025 and 2024 was recorded in the Company’s consolidated statements of operations as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Cost of revenue	$	114,587	$	82,608	$	178,376	$	191,053
Sales and marketing	90,085		50,567		139,809		171,774
General and administrative	240,971		1,446,061		768,304		1,965,529
Total stock-based compensation	$	445,643	$	1,579,236	$	1,086,489	$	2,328,356

We recognize activity in other comprehensive income (loss) for unrealized gains and losses on securities and foreign currency translation adjustments. The activity in accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2025, and 2024, respectively, was as follows:


	Three Months Ended
	September 30, 2025								September 30, 2024
	Unrealized Gain (Loss) on Securities		Currency Translation Adjustment		Reclassification of Foreign Currency Translation Adjustment to Income		Total Accumulated Other Comprehensive Income (Loss)		Unrealized Gain (Loss) on Securities		Currency Translation Adjustment		Total Accumulated Other Comprehensive Income
Balance at June 30	$	—	$	(17,095)	$	(34,218)	$	(51,313)	$	(99,784)	$	(12,302)	$	(112,086)
Other comprehensive income (loss)	—		1,048		—		$	1,048	84,855		(94,195)		$	(9,340)
Balance at September 30	$	—	$	(16,047)	$	(34,218)	$	(50,265)	$	(14,929)	$	(106,497)	$	(121,426)


	Nine Months Ended
	September 30, 2025								September 30, 2024
	Unrealized Gain (Loss) on Securities		Currency Translation Adjustment		Reclassification of Foreign Currency Translation Adjustment to Income		Total Accumulated Other Comprehensive Income (Loss)		Unrealized Gain (Loss) on Securities		Currency Translation Adjustment		Total Accumulated Other Comprehensive Income
Balance at December 31	$	12,209	$	127,296	$	(34,218)	$	105,287	$	(250,591)	$	—	$	(250,591)
Other comprehensive income (loss)	(12,209)		(143,343)		—		(155,552)		235,662		(106,497)		129,165
Balance at September 30	$	—	$	(16,047)	$	(34,218)	$	(50,265)	$	(14,929)	$	(106,497)	$	(121,426)