BranchOut Food Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain a system of disclosure controls and procedures that is designed to ensure that information required to be disclosed by us in the reports we file or furnish to the SEC under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. As of December 31, 2025, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a –15(e). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were ineffective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer do not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our Chief Executive Officer and Chief Financial Officer have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. All internal control systems, no matter how well designed, have inherent limitations. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our internal controls over financial reporting as of December 31, 2025. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control — Integrated Framework (2013).” Based on this assessment, management identified the following material weaknesses that have caused management to conclude that, as of December 31, 2025, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level. We noted the following deficiencies that we believe to be material weaknesses: (1) the Company has no formal control process related to the identification and approval of related party transactions; (2) the Company lacks a formal and complete set of policies and procedures that cover the Company’s internal controls over financial reporting; (3) the Company did not maintain effective internal controls to assure proper segregation of duties; and (4) the Company has a lack of resources to evaluate and review appropriate accounting treatment for certain complex areas, such as the treatment of deferred tax assets, unique transactions, and share based compensation. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or in other factors that occurred during the fourth fiscal quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None . 26 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Set forth below are the present directors and executive officers of the Company. There are no arrangements or understandings between any of the directors, officers and other persons pursuant to which such person was selected as a director or an officer. Name Age Position Eric Healy 42 Chief Executive Officer, Chairman of the Board John Dalfonsi 60 Chief Financial Officer, Director Greg Somerville 58 Director Byron Riché Jones 42 Director Deven Jain 23 Director Lindsey L. Schwartz 58 Director Biographies Set forth below are brief accounts of the business experience of each director and executive officer of the Company. Eric Healy—Chief Executive Officer and Chairman of the Board . Eric has been our Chief Executive Officer since inception in November 2017. Mr. Healy brings over 13 years of experience as a mechanical engineer, product development engineer, and a food entrepreneur. Prior to founding BranchOut, Mr. Healy was the owner/partner of the No-Bake Cookie Company, running all aspects of the company. Mr. Healy served as a Senior Mechanical Engineer at Stratos Product Development, Synapse Product Development (both consumer product development engineering firms) as well as a Mechanical Engineer at the Boeing Company. Eric earned a Bachelor of Science in Mechanical Engineering from Oregon State University. John Dalfonsi—Chief Financial Officer and Director. John was appointed to serve as the Company’s Chief Financial Officer on January 10, 2024, and has served as a director of ours since June 21, 2023. Since 1995, Mr. Dalfonsi has closed public and private equity and debt financings, merger and acquisitions, advisory and fairness opinion transactions and Nasdaq and NYSE/AMEX IPOs. He has worked with companies in the healthcare, industrial, consumer, technology, cleantech and resource sectors, bringing a wealth of experience to the Company. During this period, Mr. Dalfonsi has spent the bulk of his career at ROTH Capital Partners, LLC and Paulson Investment Company, LLC. Mr. Dalfonsi has been the Managing Member at Eagle Vision Fund G/P., LLC since April 2022, was previously a Senior Managing Director at Paulson Investment Company, LLC from January 2021 through April 2022, and a Managing Director at Roth Capital Partners from February 2002 to December 2020. Mr. Dalfonsi earned his Bachelor of Science degree in Industrial Engineering from Northwestern University and his Master of Business Administration from the University of Chicago Booth School of Business. Greg Somerville—Independent Director. Greg Somerville was appointed to our Board of Directors on June 21, 2023. Mr. Somerville is an accomplished 30-year Sales and Marketing veteran of the U.S. Food Industry. Since October of 2025, Mr. Somerville has been the Chief Executive Officer of Maple Donuts, LLC, a leader in the Retail In-Store-Bakery industry. Previously, from August of 2021 until April of 2025, Mr. Somerville served as North America Controller & Chief Executive Officer at Savencia Fromage and Dairy, which is the world’s leading specialty cheese company. Prior to joining Savencia, Mr. Somerville spent 20 years at Land O’Lakes, Inc., starting in July of 2001 and leaving in July of 2021, where he held a variety of leadership positions in sales, customer marketing, category & consumer insights and sustainability. Mr. Somerville is a trusted industry expert as he previously held board positions at the National Frozen & Refrigerated Foods Association and the International Dairy Deli Bakery Association. Mr. Somerville’s proven track record managing branded food products across the retail, food service and B2B ingredients segments will be invaluable toward supporting BranchOut’s future growth. Mr. Somerville has a BS in Business from the University of Wisconsin and an MBA from Quinlan School of Business. Byron Riché Jones—Independent Director. Byron Riché Jones was appointed to our Board of Directors on January 10, 2024. Mr. Jones is a distinguished executive with over 15 years in Project Management and Business Solutions experience, and has served as a director of several publicly traded and privately held companies, specifically in the Commercial Real Estate, Consumer Goods, Hospitality, Technology, and Sustainability sectors. Since 2023, Mr. Jones has been a Global Director at Cushman & Wakefield, one of the largest global real estate companies in the world. Prior to that, from 2020 to 2023, Mr. Jones served as a Senior Director at Jones Lang LaSalle. Mr. Jones is also the principal of ELEVEN03 Hospitality LLC, a growth portfolio company with holdings in notable Bay Area nightlife venues, including “NOVA nightclub’ and “Wild Rose Eatery and Lounge”. Mr. Jones earned an Honors BS degree in Business Management from the WP Carey School of Business with an emphasis in Small Business Entrepreneurship from Arizona State University in 2005. Deven Jain—Independent Director. Deven Jain was appointed to our Board of Directors on July 24, 2024 upon the closing of the investment by Kaufman Kapital, LLC in our securities, although there is no agreement or arrangement between the Company and Kaufman pursuant to which Kaufman has the right to appoint or nominate a director. Mr. Jain has been a portfolio manager at Z1 Labs since September 2025. Previously, Mr. Jain served as an analyst at Kaufman Kapital from June 2024 until January 2025, and was also an intern at CarMax and Dominion Energy. Mr. Jain earned a Bachelor of Science in Commerce with a Finance concentration from The McIntire School of Commerce. Lindsey L. Schwartz—Independent Director. Lindsey L. Schwartz was appointed to our Board of Directors on February 13, 2025. Since September of 2020, Mr. Schwartz has been the Executive Chairman of Schwartz Brothers Restaurants, and previously served as its Chief Executive Officer. Schwartz Brothers Restaurants owns and operates a number of full-service restaurants and food service companies, located primarily in the greater Seattle, Washington area, and Schwartz Brothers Bakery, which sells products in the U.S. and Canada in many of the largest grocery and warehouse club chains. Mr. Schwartz also serves on the board of directors for Evergreens Salads and multiple advisory boards, including South Forty Snacks, Tiphaus and Radius Networks, and formerly served on the advisory board of Nutpods. Mr. Schwartz earned his Bachelor of Science degree in Business Administration from University of Southern California. 27 Family Relationships There are no family relationships among any of our directors or executive officers. Board Committees and Audit Committee Financial Expert Our board of directors has established an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Our board of directors may establish other committees to facilitate the management of our business. The composition and functions of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Each committee has adopted a written charter that satisfies the applicable rules and regulations of the SEC and Nasdaq, which is available on our website at www.branchoutfood.com . Audit Committee Our Audit Committee is responsible for, among other things: ● overseeing the integrity of our financial statements and the other financial information we provide to our stockholders and other interested parties; ● monitoring the periodic reviews of the adequacy of the auditing, accounting, and financial reporting processes and systems of internal control that are conducted by our independent registered public accounting firm and management; ● being responsible for the selection, retention, compensation, and termination of our independent registered public accounting firm; ● overseeing the independence and performance of our independent registered public accounting firm; ● overseeing compliance with applicable legal and regulatory requirements as they relate to our financial statements and disclosure of financial information to our stockholders and other interested parties; ● facilitating communication among our independent registered public accounting firm, management, and the board of directors; ● preparing the Audit Committee report required by SEC rules and regulations to be included in our annual proxy statement; and ● performing such other duties and responsibilities as are enumerated in and consistent with the Audit Committee charter. Our Audit Committee operates under a written charter, which satisfies the requirements of applicable SEC rules and Nasdaq listing standards, which is available on our principal corporate website located at www.branchoutfood.com . The board of directors has affirmatively determined that each member who serves on the Audit Committee meets the additional independence criteria applicable to Audit Committee members under SEC rules and Nasdaq listing rules. The board of directors has affirmatively determined that each member of the Audit Committee is financially literate. However, as a result of Mr. Dalfonsi’s resignation from the Audit Committee in January 2024, no member of the Audit Committee currently meets the qualifications of an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act. The Audit Committee consists of Mr. Jones, Mr. Schwartz and Mr. Somerville. Mr. Jones serves as chair of the Audit Committee. Compensation Committee The Compensation Committee is responsible for, among other things: ● assisting the board of directors in developing and reviewing compensation programs applicable to our executive officers and directors; ● overseeing our Company’s overall compensation philosophy, strategy, and objectives; ● approving the total compensation opportunity, as well as each component of compensation, paid to our executive officers and directors; ● administering our equity-based and cash-based compensation plans applicable to our directors, officers, and employees; ● preparing the report of the compensation committee required by SEC rules to be included in our annual proxy statement; and ● performing such other duties and responsibilities as an enumerated and consistent with the Compensation Committee charter. Our Compensation Committee operates under a written charter, which satisfies the requirements of applicable Nasdaq listing standards, which is available on our principal corporate website located at www.branchoutfood.com . The Board has affirmatively determined that each member of the Compensation Committee meets the independence criteria applicable to Compensation Committee members under SEC rules and Nasdaq listing rules. The Company believes that the composition of the Compensation Committee meets the requirements for independence under, and the functioning of such Compensation Committee complies with, any applicable requirements of the rules and regulations of Nasdaq listing rules and the SEC. The Compensation Committee consists of Mr. Schwartz, Mr. Somerville and Mr. Jones. Mr. Schwartz serves as chair of the Compensation Committee. 28 Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee is responsible for, among other things: ● assisting the board of directors in identifying candidates qualified to serve as directors, consistent with selection criteria approved by the board of directors and the nominating and corporate governance committee; ● recommending to the board of directors the appointment of director nominees that meet the selection criteria; ● recommending to the board of directors the appointment of directors to serve on each committee of the board of directors; ● developing and recommending to the board of directors such corporate governance policies and procedures as the nominating and corporate governance committee determines is appropriate from time to time; ● overseeing the performance and evaluation of the board of directors, and of each committee of the board of directors; and ● performing such other duties and responsibilities as are consistent with the Nominating and Corporate Governance Committee charter. Our Nominating and Corporate Governance Committee operates under a written charter, which satisfies the requirements of applicable Nasdaq listing standards, which is available on our principal corporate website located at www.branchoutfood.com . The Board has determined that each member of the Nominating and Corporate Governance Committee is independent within the meaning of the independent director guidelines of Nasdaq listing rules. The Nominating and Corporate Governance Committee consists of Mr. Jain, Mr. Somerville and Mr. Jones. Mr. Jain serves as chair of the Nominating and Corporate Governance Committee. Code of Ethics and Insider Trading Policy We have adopted a written Code of Business Conduct and Ethics that applies to our directors, officers, and employees, including our Chief Executive Officer, Chief Financial Officer, and Chief Operational Officer or persons performing similar functions, in accordance with U.S. federal securities laws and the corporate governance rules of Nasdaq (the “Code”). The Code includes provisions governing the purchase and sale of our securities by our directors, officers and employees, which are designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards. The Code is available on the investor relations portion of our website at www.branchoutfood.com. Any substantive amendments or waivers of the Code of Conduct or any similar code(s) subsequently adopted for senior financial officers may be made only by our Board and will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate governance rules of Nasdaq. Delinquent Section 16(a) Reports Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers, and beneficial owners of more than 10% of our common stock to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our common stock. Such persons are required to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of the copies of such forms filed with the SEC, the Company believes that all filing requirements applicable to its directors, executive officers, and greater than 10% beneficial owners known to the Company were complied with on a timely basis during the fiscal year ended December 31, 2025. 29 ITEM 11. EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following Summary Compensation Table summarizes the compensation awarded to, earned by, or paid to Eric Healy, our Chief Executive Officer and Chairman, and John Dalfonsi, our Chief Financial Officer (collectively, the “Named Executive Officers) during the fiscal years ended December 31, 2025 and 2024. The amounts reported include salary, bonuses and equity-based compensation. Name and Fiscal Option Financial Position Year Salary Bonus Awards ($) Total Eric Healy, 2025 $ 303,630 (1) $ - $ 201,504 (1) $ 505,134 Chief Executive Officer and Chairman 2024 $ 255,377 $ 100,000 $ 120,132 (2) $ 375,509 John Dalfonsi, 2025 $ 150,000 $ - $ 34,118 (3) $ 184,118 Chief Financial Officer 2024 $ 150,000 $ - $ 64,356 (4) $ 214,356 (1) On April 14, 2025, we granted Mr. Healy the option to purchase 15,000 shares of common stock at an exercise price of $1.94 per share. The grant-date fair value of the option award, computed in accordance with ASC 718, using the Black-Scholes option pricing model, based on a volatility rate of 46% and a call option value of $0.8796, was $13,195. On June 12, 2025 we granted Mr. Healy the option to purchase 180,000 shares of common stock at an exercise price of $2.06 per share. The grant-date fair value of the option award, computed in accordance with ASC 718, using the Black-Scholes option pricing model, based on volatility rate of 45% and a call option value of $1.0462, was 188,309. (2) On February 22, 2024, we granted Mr. Healy the option to purchase 140,000 shares of common stock at an exercise price of $1.92 per share. The grant-date fair value of the option award, computed in accordance with ASC 718, using the Black-Scholes option pricing model, based on a volatility rate of 41% and a call option value of $0.8581, was $120,132. (3) On April 14, 2025, we granted Mr. Dalfonsi the option to purchase 15,000 shares of common stock at an exercise price of $1.94 per share. The grant-date fair value of the option award, computed in accordance with ASC 718, using the Black-Scholes option pricing model based on a volatility rate of 46% and a call option value of $0.8796, was $13,195. On June 12, 2025 we granted Mr. Dalfonsi the option to purchase 20,000 shares of common stock at an exercise price of $2.06 per share. The grant-date fair value of the option award, computed in accordance with ASC 718, using the Black-Scholes option pricing model, based on volatility rate of 45% and a call option value of $1.0462, was 20,923. (4) On February 22, 2024, we granted Mr. Dalfonsi the option to purchase 75,000 shares of common stock at an exercise price of $1.92 per share. The grant-date fair value of the option award, computed in accordance with ASC 718, using the Black-Scholes option pricing model, based on a volatility rate of 41% and a call option value of $0.8581, was $64,356. (5) Effective April 15, 2025, the annual base salary of Mr. Healy was increased from $250,000 to $325,000. The amounts reported in the “Option Awards” column represent the grant-date fair value of the option awards computed in accordance with FASB ASC Topic 718. Employment Agreements and Incentive Compensation We have entered into a three-year employment agreement with our Chief Executive Officer, Eric Healy, dated December 6, 2022, which automatically renews for successive one-year periods unless terminated by either party. Pursuant to the agreement, Mr. Healy agreed to serve as Chief Executive Officer and Chairman of our board of directors in consideration for an annual base salary of $250,000, which commenced upon the completion of the Company’s initial public offering and is payable in regular installments in accordance with the Company’s standard payroll practices. Effective April 15, 2025, the Company increased Mr. Healy’s annual base salary to $325,000. The increase in Mr. Healy’s base salary during 2025 is reflected in the Summary Compensation Table above. All other terms of the employment agreement remained unchanged. The employment agreement provides for eligibility to receive an annual bonus, as determined by the board of directors, and possible additional discretionary bonuses based on services rendered and results achieved by Mr. Healy. Pursuant to Mr. Healy’s employment agreement, in the event that he is involuntarily terminated by the Company other than for “Cause,” or if he resigns for “Good Reason,” he is entitled to receive, subject to certain conditions: (i) an amount equal to the remaining unpaid amounts under the employment term (three years from the date of the agreement), plus an additional twelve months of his then-current base salary, each payable on the date of termination; (ii) an amount equal to the target bonus for the year of termination, payable within five days following the date of termination; and (iii) continued medical and dental coverage. “Cause” and “Good Reason” are each defined in the employment agreement. Mr. Healy has also agreed to certain non-solicitation, non-disparagement and non-competition provisions for a period of 24 months following termination of employment and to certain confidentiality obligations. Additional terms and conditions are set forth in the employment agreement. We have entered into a consulting agreement with our Chief Financial Officer dated April 12, 2022, as amended on January 10, 2024. Pursuant to such agreement, Mr. Dalfonsi has agreed to serve as Chief Financial Officer until December 31, 2027 in consideration of monthly payments of $12,500 ($150,000 annually). 30 Outstanding Equity Awards The following table sets forth information with respect to unexercised stock options, stock that has not vested, and equity incentive plan awards held by our Named Executive Officers at December 31, 2025. Outstanding Option Awards at Fiscal Year-End Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price Option Expiration Date Eric Healy, Chief Executive Officer 30,000 (1) 150,000 $ 2.06 June 11, 2035 15,000 (2) - $ 1.94 April 13, 2035 140,000 (4) - $ 1.92 February 21, 2034 John Dalfonsi, Chief Financial Officer 3,333 (1) 16,667 $ 2.06 June 11, 2035 15,000 (2) - $ 1.94 April 13, 2035 30,000 (3) - $ 6.00 August 7, 2028 75,000 (4) - $ 1.92 February 21, 2034 (1) Options granted on June 12, 2025 vest monthly over three years from the grant date. (2) Options granted on April 14, 2025 vested monthly over six months from the grant date. (3) Options granted on August 8, 2023, vested monthly over one year from the grant date. (4) Options granted on February 22, 2024, vested immediately. Option Exercises and Stock Vested None of our Named Executive Officers exercised any stock options or acquired stock through vesting of an equity award during the year ended December 31, 2025. Director Compensation The following table summarizes the compensation paid or accrued by us to our directors who are not Named Executive Officers of the Company for the year ended December 31, 2025. Name Fees Earned or Paid in Cash Stock Award Option Awards Non-Equity Incentive Compensation Change in Pension Value and Nonqualified Deferred Compensation Earnings All other Compensation Total Byron Riché Jones $ - $ - $ 13,195 (1) $ - $ - $ - $ 13,195 Greg Somerville $ - $ - $ 13,195 (1) $ - $ - $ - $ 13,195 Deven Jain $ - $ - $ 13,195 (1) $ - $ - $ - $ 13,195 Lindsay L. Schwartz $ - $ - $ 29,294 (2) $ - $ - $ - $ 29,294 (1) On April 14, 2025, we granted Mr. Jones, Mr. Somerville, and Mr. Jain the option to purchase 15,000 shares of common stock at an exercise price of $1.94 per share, exercisable over a 10-year term. The grant-date fair value of the option award, computed in accordance with ASC 718, using the Black-Scholes option pricing model, based on a volatility rate of 46% and a call option value of $0.8796, was $13,195. (2) On April 11, 2025, we granted Mr. Schwartz the option to purchase 30,000 shares of common stock at an exercise price of $1.93 per share, exercisable over a 10-year term. The grant-date fair value of the option award, computed in accordance with ASC 718, using the Black-Scholes option pricing model, based on a volatility rate of 46% and a call option value of $0.8765, was $29,294. As of December 31, 2025, the following number of stock options were outstanding and held by our non-employee directors: Byron Riché Jones held options to purchase 49,166 shares of common stock, Greg Somerville held options to purchase 60,000 shares of common stock, Deven Jain held options to purchase 15,000 shares of common stock, and Lindsay L. Schwartz held options to purchase 30,000 shares of common stock. Non-employee directors receive equity compensation from time to time at the discretion of the Board of Directors. Directors are not currently paid cash compensation for their service on the Board. Non-employee directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board of Directors. Stock option awards described above were granted pursuant to the Company’s 2022 Equity Incentive Plan. 31 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth, as of March 25, 2026, certain information regarding the beneficial ownership of the Company’s common stock by (i) each person known by the Company to beneficially own more than 5% of the outstanding shares of the Company’s common stock, (ii) each director of the Company, (iii) each named executive officer of the Company, and (iv) all executive officers and directors of the Company as a group. The address of each of our directors and executive officers named in the table is c/o BranchOut Food Inc., 205 SE Davis Ave., Suite C, Bend, Oregon 97702: Common Stock Name of Beneficial Owner (1) Number of Shares % of Class (2) Officers and Directors: Eric Healy, Chairman and Chief Executive Officer (3) 2,176,354 14.1 % John Dalfonsi, Chief Financial Officer and Director (4) 349,055 2.4 % Greg Somerville, Director (5) 67,500 * Byron Riché Jones, Director (6) 208,455 1.4 % Lindsey L. Schwartz, Director (7) 181,550 1.2 % Deven Jain, Director (8) 22,500 * Directors and Officers as a Group (6 persons) 3,005,414 19.7 % 5% or Greater Shareholders Eric Healy, CEO (3) 2,176,354 14.1 % Kaufman Kapital, LLC (9) 6,876,022 34.7 % Bard Associates, Inc. (10) 1,034,600 7.1 % * Represents beneficial ownership of less than 1%. (1) Except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them. (2) Applicable percentage ownership is based on 14,582,416 shares of common stock outstanding as of March 25, 2026. Shares of common stock subject to options, warrants, or convertible securities that are exercisable or convertible within 60 days of such date are deemed outstanding for the purpose of computing the percentage ownership of the person holding such securities but are not deemed outstanding for computing the percentage ownership of any other person. (3) Includes 239,250 shares issuable upon exercise of options and 659,456 shares issuable upon exercise of warrants, all of which are exercisable within 60 days. (4) Includes 154,861 shares issuable upon exercise of options and 44,803 shares issuable upon exercise of warrants exercisable within 60 days. Also includes shares held by EagleVision Ventures, Inc., an entity wholly owned by the spouse of Mr. Dalfonsi. Mr. Dalfonsi’s spouse has sole voting and dispositive power over such shares. (5) Includes 67,500 shares issuable upon exercise of options all of which are exercisable within 60 days. (6) Includes 12,500 shares held by Byron R Jones & Angelina Jones JT TEN and 59,166 shares issuable upon exercise of options exercisable within 60 days. (7) Includes 40,00 shares issuable upon exercise of options all of which are exercisable within 60 days. (8) Includes 22,500 shares issuable upon exercise of options all of which are exercisable within 60 days. (9) Includes 500,000 shares issuable upon exercise of warrants, 4,638,793 shares issuable upon conversion of $2,900,000 of outstanding principal under the Convertible Note, and 813,945 shares that could be converted into common stock on the accrued interest under the Convertible Note as of March 25, 2026. Daniel L. Kaufman, is the managing member of Kaufman Kapital LLC, exercises voting and dispositive control over these shares and may therefore be deemed to beneficially own such shares held by the entity. (10) Based solely on information contained in a Schedule 13G filed with the Securities and Exchange Commission on December 3, 2025. Equity Compensation Plan Information This following table provides information about shares of our common stock that may be issued upon exercise of outstanding equity awards at December 31, 2025. Other than individual options outstanding reflected in the table below, we did not have any shares authorized for issuance under equity plans at December 31, 2025. Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by security holders 1,383,470 $ 2.28 219,530 Equity compensation plans not approved by security holders (1) 123,494 5.79 N/A Total 1,506,964 $ 2.57 219,530 (1) Represents warrants issued to the underwriter as compensation in connection with the Company’s initial public offering on June 21, 2023, the Company’s follow-on public offering on June 26, 2024, and the Company’s underwritten offering on November 14, 2025. 32 2022 Equity Incentive Plan General Our board of directors and stockholders adopted the 2022 Equity Incentive Plan as of January 1, 2022, which provides for the grant of incentive stock options and non-qualified stock options to purchase shares of our common stock and other types of awards. The general purpose of the 2022 Equity Incentive Plan is to provide a means whereby eligible employees, officers, non-employee directors and other individual service providers develop a sense of proprietorship and personal involvement in our development and financial success, and to encourage them to devote their best efforts to our business, thereby advancing our interests and the interests of our stockholders. By means of the 2022 Equity Incentive Plan, we seek to retain the services of such eligible persons and to provide incentives for such persons to exert maximum efforts for our success and the success of our subsidiaries. Description of the 2022 Equity Incentive Plan The following description of the principal terms of the 2022 Equity Incentive Plan is a summary and is qualified in its entirety by the full text of the 2022 Equity Incentive Plan. Administration. In general, the 2022 Equity Incentive Plan is administered by the Compensation Committee of the board of directors. The Compensation Committee determines the persons to whom options to purchase shares of common stock, stock appreciation rights (or “SARs”), restricted stock units, restricted or unrestricted shares of common stock, performance shares, performance units, incentive bonus awards, other stock-based awards and other cash-based awards may be granted. The Compensation Committee may also establish rules and regulations for the administration of the 2022 Equity Incentive Plan and amendments or modifications of outstanding awards. No options, stock purchase rights or awards may be made under the 2022 Equity Incentive Plan on or after January 7, 2032 (or, the expiration date), but the 2022 Equity Incentive Plan will continue thereafter in effect with respect to previously granted options, SARs or other awards that remain outstanding. Eligibility. Persons eligible to receive options, SARs or other awards under the 2022 Equity Incentive Plan are those employees, officers, directors, consultants, advisors and other individual service providers of ours who, in the opinion of the Compensation Committee, are in a position to contribute to our success, or any person who is determined by the Compensation Committee to be a prospective employee, officer, director, consultant, advisor or other individual service provider of the Company or any subsidiary. Shares Subject to the 2022 Equity Incentive Plan. The aggregate number of shares of common stock initially available for issuance in connection with options and other awards granted under the 2022 Equity Incentive Plan was 600,000. The number of shares of common stock available for issuance under the 2022 Equity Incentive Plan automatically increases on the first day of each fiscal year of the Company commencing with fiscal year 2023, and the first day of each fiscal year thereafter until the expiration date, in an amount equal to 5% percent of the total number of shares of our common stock outstanding on the last day of the immediately preceding fiscal year of the Company, unless the board of directors takes action prior thereto to provide that there will not be an increase in the share reserve for such year or that the increase in the share reserve for such year will be of a lesser number of shares of common stock than would otherwise occur. As of December 31, 2025, the annual increases to the plan resulted in 1,633,000 shares being able to be issued under the plan. “Incentive stock options”, or ISOs, that are intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) may be granted under the 2022 Equity Incentive Plan with respect to all of the shares of common stock authorized for issuance under the 2022 Equity Incentive Plan. If any option or SAR granted under the 2022 Equity Incentive Plan terminates without having been exercised in full or if any award is forfeited, the number of shares of common stock as to which such option or award was forfeited will be available for future grants under the 2022 Equity Incentive Plan. Awards settled in cash will not count against the number of shares available for issuance under the 2022 Equity Incentive Plan. No non-employee director may receive awards in any calendar year having an accounting value in excess of $250,000 (inclusive of any cash awards to the non-employee director for such year that are not made pursuant to the 2022 Equity Incentive Plan); provided that, in the case of a new non-employee director, such amount is increased to $350,000 for the initial year of the non-employee director’s term. The number of shares authorized for issuance under the 2022 Equity Incentive Plan and the foregoing share limitations are subject to customary adjustments for stock splits, stock dividends or similar transactions. Terms and Conditions of Options. Options granted under the 2022 Equity Incentive Plan may be either ISOs or “non-statutory stock options” that do not meet the requirements of Section 422 of the Code. The Compensation Committee will determine the exercise price of options granted under the 2022 Equity Incentive Plan. The exercise price of stock options may not be less than the fair market value per share of our common stock on the date of grant (or 110% of fair market value in the case of ISOs granted to a ten-percent stockholder). 33 If on the date of grant the common stock is listed on a stock exchange or is quoted on the automated quotation system of the Nasdaq Stock Market, the fair market value will generally be the closing sale price on the date of grant (or the last trading day before the date of grant if no trades occurred on the date of grant). If no such prices are available, the fair market value will be determined in good faith by the Compensation Committee based on the reasonable application of a reasonable valuation method. No option may be exercisable for more than ten years (five years in the case of an ISO granted to a ten-percent stockholder) from the date of grant. Options granted under the 2022 Equity Incentive Plan will be exercisable at such time or times as the Compensation Committee prescribes at the time of grant. No employee may receive ISOs that first become exercisable in any calendar year in an amount exceeding $100,000. The Compensation Committee may, in its discretion, permit a holder of an option to exercise the option before it has otherwise become exercisable, in which case the shares of our common stock issued to the recipient will continue to be subject to the vesting requirements that applied to the option before exercise. Generally, the option price may be paid in cash, by certified check, or by bank draft. The Compensation Committee may permit other methods of payment, including through delivery of shares of our common stock having a fair market value equal to the purchase price. The Compensation Committee is authorized to establish a cashless exercise program and to permit the exercise price (and/or tax withholding obligations) to be satisfied by reducing from the shares otherwise issuable upon exercise a number of shares having a fair market value equal to the exercise price. No option may be transferred other than by will or by the laws of descent and distribution, and during a recipient’s lifetime an option may be exercised only by the recipient. However, the Compensation Committee may permit the holder of an option, SAR or other award to transfer the option, right or other award to immediate family members or a family trust for estate planning purposes. The Compensation Committee will determine the extent to which a holder of a stock option may exercise the option following termination of service with us. Stock Appreciation Rights. The Compensation Committee may grant SARs under the 2022 Equity Incentive Plan. The Compensation Committee will determine the other terms applicable to SARs. The exercise price per share of a SAR will not be less than 100% of the fair market value of a share of our common stock on the date of grant, as determined by the Compensation Committee. The maximum term of any SAR granted under the 2022 Equity Incentive Plan is ten years from the date of grant. Generally, each SAR will entitle a participant upon exercise to an amount equal to: ● the excess of the fair market value on the exercise date of one share of our common stock over the exercise price, multiplied by ● the number of shares of common stock covered by the SAR. Payment may be made in shares of our common stock, in cash, or partly in common stock and partly in cash, all as determined by the Compensation Committee. Restricted Stock and Restricted Stock Units. The Compensation Committee may award restricted common stock and/or restricted stock units under the 2022 Equity Incentive Plan. Restricted stock awards consist of shares of stock that are transferred to a participant subject to restrictions that may result in forfeiture if specified conditions are not satisfied. Restricted stock units confer the right to receive shares of our common stock, cash, or a combination of shares and cash, at a future date upon or following the attainment of certain conditions specified by the Compensation Committee. The restrictions and conditions applicable to each award of restricted stock or restricted stock units may include performance-based conditions. Dividends with respect to restricted stock may be paid to the holder of the shares as and when dividends are paid to stockholders or at the time that the restricted stock vests, as determined by the Compensation Committee. Dividend equivalent amounts may be paid with respect to restricted stock units either when cash dividends are paid to stockholders or when the units vest. Unless the Compensation Committee determines otherwise, holders of restricted stock will have the right to vote the shares. Performance Shares and Performance Units. The Compensation Committee may award performance shares and/or performance units under the 2022 Equity Incentive Plan. Performance shares and performance units are awards, denominated in either shares or U.S. dollars, which are earned during a specified performance period subject to the attainment of performance criteria, as established by the Compensation Committee. The Compensation Committee will determine the restrictions and conditions applicable to each award of performance shares and performance units. Incentive Bonuses. The Compensation Committee may grant incentive bonus awards under the 2022 Equity Incentive Plan from time to time. The terms of incentive bonus awards will be set forth in award agreements. Each award agreement will have such terms and conditions as the Compensation Committee determines, including performance goals and amount of payment based on achievement of such goals. Incentive bonus awards are payable in cash and/or shares of our common stock. Other Stock-Based and Cash-Based Awards. The Compensation Committee may award other types of equity-based or cash-based awards under the 2022 Equity Incentive Plan, including the grant or offer for sale of shares of our common stock that do not have vesting requirements and the right to receive one or more cash payments subject to satisfaction of such conditions as the Compensation Committee may impose. 34 Effect of Certain Corporate Transactions. The Compensation Committee may, at the time of the grant of an award provide for the effect of a change in control (as defined in the 2022 Equity Incentive Plan) on any award, including (i) accelerating or extending the time periods for exercising, vesting in, or realizing gain from any award, (ii) eliminating or modifying the performance or other conditions of an award, or (iii) providing for the cash settlement of an award for an equivalent cash value, as determined by the Compensation Committee. The Compensation Committee may, in its discretion and without the need for the consent of any recipient of an award, also take one or more of the following actions contingent upon the occurrence of a change in control: (a) cause any or all outstanding options and SARs to become immediately exercisable, in whole or in part; (b) cause any other awards to become non-forfeitable, in whole or in part; (c) cancel any option or SAR in exchange for a substitute option; (d) cancel any award of restricted stock, restricted stock units, performance shares or performance units in exchange for a similar award of the capital stock of any successor corporation; (e) cancel or terminate any award for cash and/or other substitute consideration in exchange for an amount of cash and/or property equal to the amount, if any, that would have been attained upon the exercise of such award or realization of the participant’s rights as of the date of the occurrence of the change in control, but if the change in control consideration with respect to any option or SAR does not exceed its exercise price, the option or SAR may be canceled without payment of any consideration; or (f) make such other modifications, adjustments or amendments to outstanding awards as the Compensation Committee deems necessary or appropriate. Amendment, Termination. The board of directors may at any time amend the 2022 Equity Incentive Plan for the purpose of satisfying the requirements of the Code, or other applicable law or regulation or for any other legal purpose, provided that, without the consent of our stockholders, the board of directors may not (a) increase the number of shares of common stock available under the 2022 Equity Incentive Plan, (b) change the group of individuals eligible to receive options, SARs and/or other awards, or (c) extend the term of the 2022 Equity Incentive Plan. Tax Withholding As and when appropriate, we shall have the right to require each optionee purchasing shares of common stock and each grantee receiving an award of shares of common stock under the 2022 Equity Incentive Plan to pay any federal, state, or local taxes required by law to be withheld. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Certain Relationships and Related Party Transactions Other than the transactions described below, since January 1, 2024 there has not been any transaction in which the Company was or is to be a participant and the amount involved exceeded $120,000 and in which any director, executive officer, holder of more than 5% of our common stock, or any member of their immediate family had or will have a direct or indirect material interest. Transactions with Kaufman Kapital LLC Kaufman Kapital LLC, led by Daniel Kaufman, is a beneficial owner holding more than 10% of the Company’s outstanding common stock. On July 15, 2024, the Company entered into a Securities Purchase Agreement (as amended, the “SPA”) with Daniel L. Kaufman, pursuant to which Mr. Kaufman agreed to purchase from the Company, in a private placement (i) the Convertible Note convertible into shares of the Company’s common stock at a fixed price of $0.7582 per share of common stock, a (ii) a warrant to purchase 1,000,000 shares of common stock at an exercise price of $1.00 per share (the “$1.00 Warrant”), and (iii) a warrant to purchase 500,000 shares of common stock at an exercise price of $1.50 per share (the “$1.50 Warrant” and, together with the $1.00 Warrant, the “Warrants” and together with the Convertible Note, the “Purchased Securities”), in consideration of an initial loan in the principal amount of $2,000,000 (the “Initial Loan”) made to the Company under the Convertible Note, subject to the terms and conditions thereof. On July 19, 2024, the Company, Mr. Kaufman and Kaufman Kapital LLC (“Kaufman Kapital”) entered into an amendment to the SPA, which among other things, replaced Mr. Kaufman with Kaufman Kapital as the “Investor” under the SPA. The $1,400,000 balance on the promissory note was received on December 9, 2024. Kaufman Kapital exercised the $1.00 Warrant in full on June 24, 2025. The $1.50 Warrant had not been exercised as of December 31, 2025. On August 29, 2024, the Company borrowed $1,200,000 from Kaufman Kapital pursuant to a Senior Secured Promissory Note. During the year ended December 31, 2025, the Company repaid the note in full through principal payments of $325,000, $375,000, and $500,000, resulting in no outstanding balance as of December 31, 2025. Subsequent to December 31, 2025, the Company entered into a $1,500,000 Senior Secured Promissory Note with Kaufman Kapital and Kaufman Kapital converted $500,000 of principal outstanding under the Convertible Note into 659,457 shares of the Company’s common stock. Additional information regarding these transactions is included in Note 21 – Subsequent Events to the consolidated financial statements. Transactions with Eagle Vision Fund LP Eagle Vision Fund LP (“Eagle Vision”) is owned by the spouse of John Dalfonsi, the Company’s Chief Financial Officer, and therefore constitutes a related party. Eagle Vision entered into financing transactions with the Company during 2024. Between January 9, 2024 and May 22, 2024, the Company issued an aggregate of $1,675,000 of Senior Secured Notes and warrants to purchase 518,750 shares of the Company’s common stock to a group of investors led by Eagle Vision. During the year ended December 31, 2025, the Company repaid $1,560,000 of principal outstanding under these notes, resulting in the payment in full of the Senior Secured Notes as of December 31, 2025. 35 During the year ended December 31, 2025, holders exercised warrants to purchase an aggregate of 350,000 shares of the Company’s common stock at an exercise price of $1.00 per share, resulting in $350,000 of cash proceeds to the Company. Additional information regarding these transactions is included in Note 18 – Related Party Transactions and Note 12 – Debt to the consolidated financial statements. Unit Offering Sale of Common Stock and Warrants On July 15, 2024, the Company entered into Subscription Agreements with three related parties, consisting of Eric Healy, the Company’s Chief Executive Officer; Eagle Vision, an affiliate of John Dalfonsi, the Company’s Chief Financial Officer; and the Company’s President, pursuant to which such investors agreed to purchase $525,000 of “Units” from the Company, each Unit consisting of (i) 100 shares of common stock, and (ii) a warrant to purchase 125 shares of common stock over the following ten years at an exercise price of $1.00 per share, at a purchase price per Unit equal to $75.82. The Company completed the sale of the Units to Eric Healy and the Company’s President on July 23, 2024, and the sale of the Units to Eagle Vision on August 30, 2024, resulting in the issuance of an aggregate of 692,429 shares of common stock and warrants to purchase 865,536 shares of common stock. Policies and Procedures for Related Person Transactions The Company has adopted a policy requiring that any related party transaction be reviewed and approved by the Audit Committee of the Board of Directors. In evaluating a proposed related party transaction, the Audit Committee considers, among other factors, the related party’s interest in the transaction and whether the terms are comparable to those that could be obtained from an unaffiliated third party. Director Independence Our Board of Directors currently consists of Eric Healy, John Dalfonsi, Greg Somerville, Byron Riché Jones, Deven Jain, and Lindsey L. Schwartz. Messrs. Healy and Dalfonsi, as executive officers of the Company, do not qualify as independent directors under the NASDAQ Capital Market independence standards. The Board of Directors has determined that Greg Somerville, Byron Riché Jones, Deven Jain, and Lindsey L. Schwartz are independent directors in accordance with the NASDAQ Capital Market’s listing requirements. 36 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES M&K CPAS, PLLC was the Company’s independent registered public accounting firm for the years ended December 31, 2025 and 2024. Audit and Non-Audit Fees The following table sets forth fees billed by our auditors during the last two fiscal years for services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, services by our auditors that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as audit fees, services rendered in connection with tax compliance, tax advice and tax planning, and all other fees for services rendered. Years Ended December 31, 2025 2024 Audit fees (1) $ 100,850 $ 65,450 Audit related fees (2) 21,000 24,900 Tax fees - - All other fees - - Total $ 121,850 $ 90,350 (1) Audit fees consist primarily of fees for professional services rendered in connection with the audit of the Company’s annual consolidated financial statements included in the Company’s Form 10-K and the review of the Company’s quarterly consolidated financial statements included in Forms 10-Q. (2) Audit-related fees consist primarily of services performed in connection with registration statements on Form S-3 and the issuance of a comfort letter related to a financing transaction. 37 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES Exhibit Description of Document 1.1 Underwriting Agreement, dated June 26, 2024, between the Company and Alexander Capital, L.P., as Representative of the Underwriters (Incorporated by reference to Exhibit 1.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 1, 2024) 1.2 At-The-Market Issuance Sales Agreement, dated as of October 23, 2024, between BranchOut Food Inc. and Alexander Capital, L.P. (Incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on October 23, 2024) 1.3 At-The-Market Issuance Sales Agreement, dated as of July 29, 2025, between BranchOut Food Inc. and Alexander Capital, L.P. (Incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 29, 2025) 1.4 Underwriting Agreement, dated November 13, 2025, between the Company and Alexander Capital, L.P., as Representative of the Underwriters (Incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on November 14, 2025) 3.1 Articles of Incorporation of BranchOut Food Inc. (incorporated by reference to Exhibit 3.1 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc. on April 24, 2023) 3.2 Certificate of Amendment to Articles of Incorporation (Incorporated by reference to Exhibit 1.2 of the Company’s form 8-K filed with the Securities and Exchange Commission on June 22, 2023) 3.3 Certificate of Amendment to Articles of Incorporation of BranchOut Food Inc. filed January 4, 2024 (incorporated by reference to Exhibit 3. of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on January 8, 2024) 3.4 Bylaws of BranchOut Food Inc. (incorporated by reference to Exhibit 3.2 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc. on April 24, 2023) 4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Form S-1/A filed with the Securities and Exchange Commission by BranchOut Food Inc. on June 13, 2023) 4.2 Form of Representative’s Warrant (incorporated by reference to Exhibit 4.3 of the Form S-1/A filed with the Securities and Exchange Commission by BranchOut Food Inc. on May 12, 2023) 4.3 Form of Common Stock Warrant (issued to Selling Stockholders) (incorporated by reference to Exhibit 4.3 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc. on June 9, 2023) 4.4 Form of Warrant issued under Subscription Agreement dated as of January 9, 2024, as amended on April 15, 2024 (Incorporated by reference to Exhibit 4.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on January 16, 2024) 4.5 Representative’s Warrant (Incorporated by reference to Exhibit 4.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 1, 2024) 4.6 Form of 12% Senior Secured Convertible Promissory Note of the Company in the principal amount of up to $3,400,000 issuable under Securities Purchase Agreement dated July 15, 2024 (Incorporated by reference to Exhibit 4.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 19, 2024) 4.7 Form of $1.00 Warrant issuable under Securities Purchase Agreement dated July 15, 2024 (Incorporated by reference to Exhibit 4.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 19, 2024) 4.8 Form of $1.50 Warrant issuable under Securities Purchase Agreement dated July 15, 2024 (Incorporated by reference to Exhibit 4.3 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 19, 2024) 4.9 Form of Warrant issuable under Subscription Agreement dated July 15, 2024 (Incorporated by reference to Exhibit 4.4 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 19, 2024) 4.10 Description of Securities Registered Under Section 12 of the Exchange Act (Incorporated by reference to Exhibit 4.5 of the Form 10-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on April 1, 2024) 10.1 Form of Indemnification Agreement+ (incorporated by reference to Exhibit 10.1 of the Form S-1/A filed with the Securities and Exchange Commission by BranchOut Food Inc. on June 9, 2023) 10.2 2022 Equity Incentive Plan of BranchOut Food Inc.+ (incorporated by reference to Exhibit 10.2 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc. on April 24, 2023) 10.3 Subscription Agreement dated as of January 10, 2024 between BranchOut Food Inc. and the investors named therein (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on January 16, 2024) 10.4 Form of Senior Secured Note issued under Subscription Agreement dated as of January 10, 2024 between BranchOut Food Inc. and the investors named therein (incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on January 16, 2024) 10.5 Security Agreement dated as of January 10, 2024 between BranchOut Food Inc. and the investors named therein (incorporated by reference to Exhibit 10.3 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on January 16, 2024) 10.6 Executive Employment Agreement between Eric Healy and BranchOut Food Inc. dated December 6, 2022+ (incorporated by reference to Exhibit 10.7 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc. on April 24, 2023) 38 10.7 Contract Manufacturing Agreement between BranchOut Food Inc. and NXTDried Superfoods SAC dated January 14, 2022. £ (incorporated by reference to Exhibit 10.9 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc. on April 24, 2023) 10.8 Manufacturing and Distributorship Agreement (“MDA”) between BranchOut Food Inc. and Natural Nutrition SpA, a Chilean company (“Nanuva”) dated February 4, 2021. £ (incorporated by reference to Exhibit 10.10 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc. on April 24, 2023) 10.9 License Agreement between BranchOut Food, Inc. and EnWave Corporation dated May 7, 2021, together with amendments thereto dated October 26, 2022 and February 21, 2023. £ (incorporated by reference to Exhibit 10.11 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc. on April 24, 2023) 10.10 First Amendment to Subscription Agreement dated as of April 16, 2024, between BranchOut Food Inc. and the investors named therein (Incorporated by reference to Exhibit 10.4 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on April 16, 2024) 10.11 Lease Agreement, dated as of May 10, 2024, between BranchOut Food Inc. and landlord of the Peru Facility (Incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on May 16, 2024) 10.12 Assignment of Credit and Substitution of Mortgagee, dated as of May 10, 2024, among BranchOut Food Inc., assignor, and landlord of the Peru Facility (Incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on May 16, 2024) 10.13 License Agreement between BranchOut Food, Inc. and EnWave Corporation dated May 7, 2021, together with amendments thereto dated October 26, 2022 and February 21, 2023. (Incorporated by reference to Exhibit 10.11 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc. on April 24, 2023). 10.14 Third Amendment to License Agreement, dated as of May 23, 2024, between BranchOut Food Inc. and EnWave Corporation (Incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on May 28, 2024) 10.15 Securities Purchase Agreement, dated July 15, 2024, between the Company and Daniel L. Kaufman (Incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 19, 2024) 10.16 Amendment to Securities Purchase Agreement, dated July 19, 2024, by and among the Company, Daniel L. Kaufman and Kaufman Kapital LLC (Incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 19, 2024) 10.17 Unit Subscription Agreement of the Company, dated July 15, 2024 (Incorporated by reference to Exhibit 10.3 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 19, 2024) 10.18 Security Agreement between the Company and Kaufman Kapital LLC, dated July 23, 2024 (Incorporated by reference to Exhibit 10.3 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 29, 2024) 10.19 Omnibus Amendment to Note Documents, dated July 23, 2024, between the Company and holders of the Company’s Senior Notes (Incorporated by reference to Exhibit 10.4 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 29, 2024) 10.20 Senior Secured Promissory Note of the Company in the principal amount of $1,200,000, dated August 29, 2024, issued to Kaufman Kapital LLC (Incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on August 30, 2024) 10.21 Public Deed of First Addendum to the Credit Assignment Agreement and Substitution of Mortgage Creditor, dated December 13, 2024, between BranchOut Food Inc. and Campos Del Sur S.A. (Incorporated by reference to Exhibit 10.21 of the Form 10-K filed with the Securities and Exchange Commission by BranchOut Food on April 15, 2025) 10.22 Warrant Exercise and Amendment to Notes And Warrant Agreement, dated as of May 30, 2025, between BranchOut Food Inc. and Kaufman Kapital LLC (Incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food on June 1, 2025). 10.23 Fifth Amendment to License Agreement, dated as of September 15, 2025, between BranchOut Food Inc. and EnWave Corporation † (Incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food on September 19, 2025) 10.24 Equipment Purchase Agreement, dated as of September 15, 2025, between BranchOut Food Inc. and EnWave Corporation (Incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food on September 19, 2025) 10.25 Promissory Note, dated as of September 15, 2025, issued by BranchOut Food Inc. in favor of EnWave Corporation (Incorporated by reference to Exhibit 10.3 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food on September 19, 2025) 21.1 List of Subsidiaries of BranchOut Food Inc. (Incorporated by reference to Exhibit 21.1 of the Form 10-K filed with the Securities and Exchange Commission by BranchOut Food on April 15, 2025) 23.1* Consent of M&K CPAS, PLLC 31.1* Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) 31.2* Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) 32.1* Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 Clawback Policy of BranchOut Food Inc. (Incorporated by reference to Exhibit 97.1 of the Form 10-K filed with the Securities and Exchange Commission by BranchOut Food on April 15, 2025) 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Schema Document 101.CAL* Inline XBRL Calculation Linkbase Document 101.DEF* Inline XBRL Definition Linkbase Document 101.LAB* Inline XBRL Labels Linkbase Document 101.PRE* Inline XBRL Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. + Indicates a management contract or compensatory plan or arrangement. £ Portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K 50 39 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BRANCHOUT FOOD INC. (Registrant) By: /s/ Eric Healy Eric Healy Chief Executive Officer (Principal Executive Officer) Dated: March 31, 2026 By: /s/ John Dalfonsi John Dalfonsi Chief Financial Officer (Principal Financial Officer) Dated: March 31, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant, and in the capacities and on the dates indicated: Signature Title Date /s/ Eric Healy Chief Executive Officer and Chairman Eric Healy (Principal Executive Officer) March 31, 2026 /s/ John Dalfonsi Chief Financial Officer and Director John Dalfonsi (Principal Financial Officer) March 31, 2026 /s/ Greg Somerville Director Greg Somerville March 31, 2026 /s/ Byron Riché Jones Director Byron Riché Jones March 31, 2026 /s/ Deven Jain Director Deven Jain March 31, 2026 /s/ Lindsey L. Schwartz Director Lindsey L. Schwartz March 31, 2026 40