Health In Tech, Inc. filed Definitive Additional Materials (DEFA14A) on October 28, 2026, supplementing its October 13, 2026 proxy statement to revise Proposal Four by increasing the proposed share authorization under its 2024 Equity Incentive Plan from 20,677,849 shares to 30,677,849 shares ahead of the November 10, 2026 annual meeting.

Key Highlights

  • Revised share ceiling: The proposed maximum shares of Class A Common Stock authorized under the 2024 Plan is now 30,677,849, up from the 20,677,849 shares described in the original proxy statement and from the current limit of 10,677,849 shares.
  • Board action date: The Board of Directors approved the revision on October 27, 2026, one day before this supplement was filed.
  • Total increase: According to the filing, the 2024 Plan New Amendment represents an increase of 20,000,000 shares of Class A Common Stock over the current authorized amount.
  • CEO awards cited as driver: The filing states the larger reserve is intended to fund contingent equity awards granted to Sanjay Shrestha, the company's newly appointed Chief Executive Officer, as well as anticipated grants to new hires and workforce growth.
  • CEO grant details: On October 20, 2026, the company granted Mr. Shrestha a sign-on award of 2,000,000 shares of Class A Common Stock vesting monthly over twelve months, an acquisition award of between 1,500,000 and 2,000,000 shares, and certain market capitalization award tranches totaling 4,500,000 shares across five tranches.
  • Prior proxy votes voided: All previously submitted proxies are disregarded; stockholders must submit a new vote using the Updated Proxy Card before 11:59 p.m. Eastern Time on November 9, 2026.
  • Available shares at record date: As of September 18, 2026, approximately 5,757,096 shares of Class A Common Stock and approximately 2,000,000 shares of Class B Common Stock were available for future grants under the 2024 Plan.

Health In Tech Revises Equity Plan Proposal Ahead of November 2026 Stockholder Vote

Health In Tech, Inc. (NASDAQ:HIT), headquartered at 701 S. Colorado Ave, Suite 1, Stuart, FL 34994, issued this supplement to amend Proposal Four in its proxy statement for the 2026 Annual Meeting of Stockholders, scheduled virtually via webcast on November 10, 2026 at 10:00 a.m. EDT. The supplement replaces and supersedes Proposal Four in its entirety, with all other proposals and Board recommendations remaining unchanged.

According to the filing, the 2024 Plan was originally approved by the Board and stockholders on August 24, 2024, and became effective upon the company's initial public offering on December 24, 2024. A prior amendment approved by stockholders on October 3, 2025 increased the Class A Common Stock pool from 7,677,849 shares to 10,677,849 shares and added authorization for up to 2,000,000 shares of Class B Common Stock for executive officers. The current supplement raises the proposed Class A ceiling further, to 30,677,849 shares, which the filing describes as intended to retain, incentivize, and reward current employees, directors, and consultants, and to attract new hires and director candidates.

The filing attributes the larger-than-originally-proposed increase specifically to contingent equity awards for Sanjay Shrestha, described as the company's newly appointed Chief Executive Officer. Mr. Shrestha's October 20, 2026 grants include a sign-on award of 2,000,000 Class A shares vesting monthly over twelve months, an acquisition award with a final share count between 1,500,000 and 2,000,000 to be determined by the Compensation Committee upon closing of a qualifying acquisition on or before December 31, 2028, and certain tranches of market capitalization awards. Because all previously submitted proxies are voided by this supplement, the filing instructs stockholders to submit a new vote, noting that Amended Proposal Four is classified as a "non-routine" matter and that brokers may not vote uninstructed shares on it.

What Was Disclosed

Health In Tech filed supplemental proxy materials on October 28, 2026, revising its 2024 Equity Incentive Plan amendment proposal to seek stockholder approval of a 30,677,849-share Class A Common Stock ceiling, an increase of 20,000,000 shares over the current limit, and requiring all stockholders to re-submit their votes before November 9, 2026.