Health In Tech Seeks Shareholder Approval for Expanded Equity Plan

TL;DR

**HIT's proposed equity plan expansion is a red flag for dilution-wary investors, signaling a potential hit to Class A shareholder value.**

AI Summary

Health In Tech, Inc. (HIT) is holding its 2025 Annual Meeting of Stockholders virtually on October 3, 2025, at 10:00 a.m. EDT. Key proposals include the election of five directors, an amendment to the 2024 Equity Incentive Plan, and the ratification of MaloneBailey, LLP as independent auditors for 2025. The proposed amendment to the 2024 Plan seeks to increase Class A common stock authorized for issuance from 7,677,849 shares to 10,677,849 shares and introduce up to 2,000,000 shares of Class B common stock for executive officers. As of the August 6, 2025 Record Date, there were 56,389,291 shares of common stock outstanding, comprising 44,689,291 Class A shares and 11,700,000 Class B shares. The Board of Directors recommends voting 'FOR' all proposals, including the significant expansion of the equity incentive plan, which could dilute existing shareholder value. The company will bear all solicitation costs, including a $5,000 fee to Advantage Proxy, Inc.

Why It Matters

This DEF 14A filing is crucial for HIT investors as it outlines significant changes to the company's equity incentive plan, potentially diluting existing Class A shareholder value by increasing authorized shares by 3,000,000 and introducing 2,000,000 Class B shares for executives. For employees, particularly executive officers, the Class B share issuance represents a new compensation avenue. Customers and the broader market may see this as a move to incentivize leadership for future growth, but the competitive landscape demands strong performance to justify such dilution. Investors must weigh the potential for executive retention and motivation against the immediate dilution impact.

Risk Assessment

Risk Level: medium — The proposal to increase Class A common stock authorized for issuance by 3,000,000 shares (from 7,677,849 to 10,677,849) and introduce 2,000,000 Class B common shares for executive officers presents a medium risk of dilution for current shareholders. While equity incentives can align management with shareholder interests, this significant increase could depress per-share value if not offset by substantial future growth.

Analyst Insight

Investors should carefully review Proposal Two regarding the 2024 Plan Amendment. Consider voting 'AGAINST' the equity plan expansion if you are concerned about dilution and believe the current plan is sufficient, or if the company's growth trajectory doesn't justify such a large increase in potential share issuance. Engage with investor relations for further clarification on the rationale behind the 5,000,000 share increase.

Key Numbers

• 10,677,849 — Class A common stock authorized for issuance (Proposed increase from 7,677,849 shares in the 2024 Plan)
• 2,000,000 — Class B common stock authorized for issuance (New shares proposed for executive officers in the 2024 Plan)
• 56,389,291 — Total common stock outstanding (As of the August 6, 2025 Record Date)
• 44,689,291 — Class A common stock outstanding (As of the August 6, 2025 Record Date)
• 11,700,000 — Class B common stock outstanding (As of the August 6, 2025 Record Date)
• October 3, 2025 — Annual Meeting Date (Date of the 2025 Annual Meeting of Stockholders)
• August 6, 2025 — Record Date (Date for determining stockholders entitled to vote)

Key Players & Entities

• Health In Tech, Inc. (company) — Registrant
• MaloneBailey, LLP (company) — Independent Auditors
• Tim Johnson (person) — Chief Executive Officer and Director
• Advantage Proxy, Inc. (company) — Proxy Solicitation Firm
• ClearTrust, LLC (company) — Tabulator and Proxy Agent
• Transhare Corporation (company) — Transfer Agent
• SEC (regulator) — Securities and Exchange Commission
• $5,000 (dollar_amount) — Fee for proxy solicitation services

FAQ

Industry Context

Health In Tech, Inc. operates within the technology sector, specifically focusing on solutions for the healthcare industry. This sector is characterized by rapid innovation, increasing demand for digital health solutions, and a complex regulatory environment. Companies in this space often compete on technological advancement, data security, and integration capabilities with existing healthcare systems.

Regulatory Implications

The proposed amendment to the 2024 Equity Incentive Plan, which includes increasing authorized shares and introducing a new class of stock, may be subject to review by regulatory bodies depending on the specific terms and the company's jurisdiction. Compliance with securities laws and stock exchange rules regarding equity issuances and potential dilution is critical.

What Investors Should Do

1. Review the proposed amendment to the 2024 Equity Incentive Plan carefully, paying attention to the increase in authorized Class A shares (from 7,677,849 to 10,677,849) and the introduction of 2,000,000 Class B shares for executive officers, to understand the potential for shareholder dilution.
2. Consider the Board of Directors' recommendation to vote 'FOR' all proposals, including the equity plan amendment, and weigh this against the potential dilutive effects on existing shareholder value.
3. Participate in the virtual Annual Meeting on October 3, 2025, by voting your shares electronically to ensure your voice is heard on these important corporate matters.

Key Dates

• 2025-10-03: 2025 Annual Meeting of Stockholders — Stockholders will vote on director elections, amendments to the 2024 Equity Incentive Plan, and ratification of auditors. The meeting will be held virtually.
• 2025-08-06: Record Date — Establishes the list of stockholders entitled to vote at the 2025 Annual Meeting. As of this date, there were 56,389,291 shares outstanding.
• 2025-03-17: Filing of Annual Report on Form 10-K for the year ended December 31, 2024 — Provides audited financial statements and other disclosures for the fiscal year 2024, which is referenced in the proxy materials.

Glossary

DEF 14A

A filing with the SEC that provides detailed information about a company's annual meeting of stockholders, including matters to be voted on, executive compensation, and corporate governance. (This document is the primary source of information for the 2025 Annual Meeting of Stockholders for Health In Tech, Inc.)

2024 Equity Incentive Plan (2024 Plan)

A plan established by the company to grant equity-based compensation to employees and directors. (The company is seeking to amend this plan to increase the number of authorized shares for Class A and introduce Class B shares, which could impact shareholder dilution.)

Class A common stock

A class of common stock issued by the company. (The proposed amendment to the 2024 Plan seeks to increase the authorized shares of Class A common stock from 7,677,849 to 10,677,849.)

Class B common stock

A class of common stock issued by the company, proposed to be introduced for executive officers. (The amendment proposes to authorize up to 2,000,000 shares of Class B common stock for issuance to executive officers under the 2024 Plan.)

Proxy Statement

A document provided to shareholders before a shareholder meeting, containing information about the matters to be voted on and the company's operations. (This document solicits proxies for the 2025 Annual Meeting of Stockholders and outlines the proposals and recommendations of the Board of Directors.)

Year-Over-Year Comparison

This proxy statement for the 2025 Annual Meeting does not provide direct comparative financial metrics from the previous year's filing (e.g., 2024 vs. 2023 revenue or net income). However, it does reference the Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 17, 2025, which would contain such historical data. The key change highlighted is the proposed significant expansion of the equity incentive plan, indicating a strategic move to potentially incentivize and retain talent through equity awards.

Key Financial Figures

• $0.001 — vote 56,389,291 shares of common stock, $0.001 par value per share, comprised of 44,68
• $5,000 — stockholders for a fee of approximately $5,000. In addition to these proxy materials,

Filing Documents

• ea0248793-01.htm (DEF 14A) — 730KB
• tproxy_001.jpg (GRAPHIC) — 1169KB
• tproxy_002.jpg (GRAPHIC) — 944KB
• 0001213900-25-085548.txt ( ) — 5977KB
• hit-20250909.xsd (EX-101.SCH) — 10KB
• hit-20250909_def.xml (EX-101.DEF) — 2KB
• hit-20250909_lab.xml (EX-101.LAB) — 33KB
• ea0248793-01_htm.xml (XML) — 6KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 17 DIRECTOR COMPENSATION 21 AUDIT-RELATED MATTERS 22 MATTERS TO BE VOTED ON 24 32 OTHER MATTERS 34 APPENDIX A — AMENDMENT TO THE HEALTH IN TECH EQUITY INCENTIVE PLAN (2024) A-1 i Table of Contents HEALTH IN TECH, INC. 701 S. Colorado Ave, Suite 1 Stuart, FL 34994 PROXY STATEMENT 2025 Annual Meeting of Stockholders To Be Held On October 3, 2025 This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Health In Tech, Inc. (the "Board of Directors"), a Nevada corporation (the "Company"), for use at the 2025 Annual Meeting of Stockholders to be held virtually via webcast on October 3, 2025, at 10:00 a.m., EDT, and at any adjournment or postponement thereof (the "Meeting"). The Notice of Meeting, this Proxy Statement, the Company's Annual Report on Form 10 -K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission (the "SEC") on March 17, 2025 (the "Annual Report"), and a form of proxy card ("Proxy Card") have been mailed to our stockholders of record as of August 6, 2025 (the "Record Date"). Unless the context otherwise requires, references to the "Company," "we," "us," and "our" refer to Health In Tech, Inc. IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING Why am I receiving access to these proxy materials? We are providing these proxy materials to you in connection with the solicitation by our Board of Directors of proxies to be voted at the Meeting to be held on October 3, 2025, at 10:00 a.m., EDT. To enable easier access by our stockholders, the Meeting will be a completely virtual meeting conducted via webcast. You will be able to participate in the Meeting online, vote your shares electronically and submit questions during the meeting by visiting www.cleartrustonline.com/HIT . You will need your 12 -digit control number that is shown on your proxy card or voting instruction form, as a

View Full Filing

View this DEF 14A filing on SEC EDGAR