STOCK BASED COMPENSATION

12 Months Ended

Dec. 31, 2025

NOTE 11 — STOCK BASED COMPENSATION

On August 16, 2024, the Company’s board of directors approved the adoption of the Plan. Subsequently, on September 30, 2024, the Company’s stockholders approved the Plan. The Plan provides for the granting of share-based awards, including options, restricted stock, restricted stock units, dividend equivalents, and other awards to directors, employees, and consultants of the Company.

Vested shares

On September 30, 2024, the compensation committee of the Company’s board of directors approved the grant of 45,938 shares of Class A common stock and 31,250 shares of Class B common stock (the “Award”) to Mr. Huan Liu, chief executive officer of the Company. The Award vested immediately upon grant.

On September 30, 2025, the compensation committee of the Company’s board of directors approved the grant of 43,750 shares of Class A common stock (the “Award”) to Mr. Jianhui Li, strategic consultant of the Company. The Award vested immediately upon grant.

On September 19, 2025, the compensation committee of the Company’s board of directors approved the grant of 144,000 shares of Class B common stock (the “Award”) to Mr. Huan Liu, chief executive officer of the Company, pursuant to the Plan, which grant became effective on October 15, 2025. The Award was vested immediately upon grant.


						Weighted
		Class A		Class B		Average Grant
		Common Stock		Common Stock		Date Fair Value
		Shares		Shares		Per Share (US$)
Shares as of December 31, 2024		45,938		31,250		3.39
Vested		43,750		144,000		1.86
Shares as of December 31, 2025		89,688		175,250		2.30

Nonvested shares

On September 30, 2024, the compensation committee of the Company’s board of directors approved the grant of 18,750 and 54,062 shares of Class A common stock to one director and six employees, respectively, vesting ratably on each of the first three anniversaries of the grant date. Subsequently, on November 30, 2024, the compensation committee of the Company’s board of directors approved the grant of 6,250 shares of Class A common stock to one employee. On January 1, 2025, January 17, 2025, and September 23, 2025, a total of 31,250 shares were forfeited. On September 30, 2025, a total of 11,951 shares were vested.

A summary of the nonvested shares for the year ended December 31, 2025 is as follows:


				Weighted
		Number of		Average Grant
		non-vested		Date Fair Value
		Shares		Per Share (US$)
Outstanding as of December 31, 2024		79,062		3.28
Forfeited		(31,250)		3.10
Vested		(11,951)		3.39
Outstanding as of December 31, 2025		35,861		3.39

The fair value of vested and nonvested shares is determined by the market closing price of Class A common stock at the grant date. Accordingly, the Company recorded share-based compensation expenses of $387,618 and $277,345 for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, total unrecognized compensation cost relating to nonvested shares was $107,380, which is to be recognized over a weighted average period of two years.

CHEETAH NET SUPPLY CHAIN SERVICE INC. 10-K