DEF 14A 1 formdef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Filed by a Party other than the Registrant ☐

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☐	Preliminary Proxy Statement
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☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

MEXCO ENERGY CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

☐ Fee paid previously with preliminary materials.

MEXCO ENERGY CORPORATION

415 W. Wall, Suite 475

Midland, Texas 79701

(432) 682-1119

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held September 8, 2026

TO THE STOCKHOLDERS OF MEXCO ENERGY CORPORATION:

Notice is hereby given that the Annual Meeting of the Stockholders of MEXCO ENERGY CORPORATION (referred to herein as the “Company” or “Mexco”) will be held at the Company’s principal office located at 415 West Wall, Suite 475, Midland, Texas 79701, at 2:00 p.m. on September 8, 2026, for the following purposes:

1. Electing Directors of the Company.

2. Ratifying the selection of Weaver and Tidwell, L.L.P., as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027.

3. Considering and voting upon a proposal to approve the Mexco Energy Corporation Amended and Restated 2019 Employee Incentive Stock Plan.

4. Voting upon a non-binding advisory resolution regarding the compensation of our named executive officers as disclosed in this Proxy Statement.

5. Considering all other matters as may properly come before the meeting.

The Board of Directors has fixed the close of business on July 20, 2026, as the record date for the determination of stockholders entitled to notice of and to vote at the meeting and any adjournment or adjournments thereof.

DATED this 29^th day of July, 2026.

	BY ORDER OF THE BOARD OF DIRECTORS

	STACY D. HARDIN, Secretary

To ensure that your shares are represented at the Annual Meeting of Stockholders, please vote as soon as possible by completing, dating, signing, and returning the enclosed pre-addressed, postage-paid Proxy Card. You may also vote by internet or telephone. Please refer to the enclosed Proxy Card for instructions. Any stockholder who grants a proxy may revoke it at any time before it is exercised by submitting a subsequently dated proxy, providing written notice of revocation to the Secretary of the Company, or attending the Annual Meeting of Stockholders and withdrawing the proxy. You may vote in person at the Annual Meeting even if you have previously submitted a Proxy Card. If you vote in person at the meeting, your ballot will supersede any previously submitted proxy.

Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to be Held on September 8, 2026:

Our Annual Report on Form 10-K and this Proxy Statement are available at
www.iproxydirect.com/MXC

TABLE OF CONTENTS

Proxy Information		3
	Solicitation of Proxy	3
	Purpose of Meeting	3
	Voting Rights	4
	Access to Reports	5
	Householding	5

Proposal 1: Election of Directors		6
	Mexco Energy Corporation Board of Directors	6
	Director Qualifications	7
	Director Compensation	8

Corporate Governance		8
	Code of Business Conduct	8
	Director Independence	8
	Board Leadership Structure and Board’s Role in Risk Oversight	9
	Meetings and Committees of the Board of Directors	9
	Compensation Committee Interlocks and Insider Participation	10

Executive Officers & Compensation		11
	Named Executive Officers Who Are Not Directors	11
	Executive Compensation	11
	Compensation Discussion and Analysis	12
	Compensation Committee Report	14
	Employee Incentive Stock Plan	14
	Option Grants for Fiscal 2026	14
	Option Exercises for Fiscal 2026	15
	Outstanding Equity Awards at Fiscal Year-End 2026	15

Certain Relationships and Related Party Transactions		15

Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm		16
	Fees of Independent Registered Public Accounting Firm Services	16
	Report of the Audit Committee	17

Proposal 3: Approval of the Amended and Restated 2019 Employee Incentive Stock Plan		18

Proposal 4: Advisory Vote on Executive Compensation		20

Security Ownership of Certain Beneficial Owners and Management		21

Section 16(a) Beneficial Ownership Reporting Compliance		21

Stockholders’ Proposals for Next Annual Meeting		22

Other Matters		22

MEXCO ENERGY CORPORATION

415 W. Wall, Suite 475

Midland, Texas 79701

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

To Be Held Tuesday, September 8, 2026

PROXY INFORMATION

SOLICITATION OF PROXY

The accompanying proxy is solicited on behalf of the Board of Directors of Mexco Energy Corporation for use at the Annual Meeting of Stockholders to be held at 2:00 p.m., Central Daylight Time, on Tuesday, September 8, 2026, at the Company’s principal office located at 415 West Wall, Suite 475, Midland, Texas 79701, and at any adjournment or postponements thereof (“Annual Meeting”). In addition to the use of the mail, proxies may be solicited by personal interview via telephone by officers, directors, and other employees of Mexco, who will not receive additional compensation for such services. We may also request brokerage houses, nominees, custodians, and fiduciaries to forward the soliciting material to the beneficial owners of stock held of record and will reimburse such persons for forwarding such material. We will bear the cost of this solicitation of proxies. Such costs are expected to be nominal. Proxy solicitation will commence with the distribution of this Proxy Statement on or about August 3, 2026.

Any stockholder giving a proxy has the power to revoke the same at any time prior to its exercise by executing a subsequent proxy, by written notice to the Secretary of the Company, or by attending the meeting and withdrawing the proxy.

As used in this document, “the Company”, “Mexco”, “we”, “us”, and “our” refer to Mexco Energy Corporation and its consolidated subsidiaries.

PURPOSE OF MEETING

As stated in the Notice of Annual Meeting of Stockholders accompanying this Proxy Statement, the business to be conducted and the matters to be considered and acted upon at the Annual Meeting are as follows:

	1.	Electing Directors of the Company;

	2.	Ratifying the selection of Weaver and Tidwell, L.L.P., as Mexco’s independent registered public accounting firm for the fiscal year ending March 31, 2027;

	3.	Considering and voting upon a proposal to approve the Mexco Energy Corporation Amended and Restated 2019 Employee Incentive Stock Plan;

	4.	Voting upon a non-binding advisory resolution regarding the compensation of our named executive officers as disclosed in this Proxy Statement; and

	5.	Considering all other matters as may properly come before the meeting.

VOTING RIGHTS

Right to Vote and Record Date

The voting securities of Mexco consist solely of common stock, par value $0.50 per share (“Common Stock”). The record date for stockholders entitled to notice of and to vote at the meeting is the close of business on July 20, 2026, at which time there were 2,046,000 shares of Common Stock entitled to vote at the meeting. Stockholders are entitled to one vote, in person or by proxy, for each share of Common Stock held in their name on the record date.

Quorum

Stockholders representing a majority of the Common Stock outstanding and entitled to vote must be present or represented by proxy to constitute a quorum. Abstentions and broker non-votes will be counted as present for the purpose of determining whether a quorum is obtained.

Voting at the Annual Meeting

This Proxy Statement was sent to all stockholders of record. If your shares are registered directly in your name with Equiniti Trust Company, LLC, you are the “stockholder of record” and may vote the shares at the annual meeting or by proxy by following the voting instructions on the enclosed proxy card. Alternatively, if your shares are held in an account at a broker, brokerage firm, bank, or other similar organization, your shares are held in “street name” and you are the “beneficial holder”. The organization holding your shares is the “stockholder of record” for the purposes of voting the shares at the annual meeting. As the beneficial owner, you have the right to direct that organization on how it should vote the shares held in your account by following the voting instructions on the enclosed proxy card.

Whether or not you are able to attend the meeting, we urge you to vote by proxy.

Vote Required

All proposals other than the election of directors will require the affirmative vote of a majority of the Common Stock present or represented by proxy at the meeting and entitled to vote thereon.

With regard to the election of directors, votes may be cast in favor of or withheld from each nominee. Votes that are withheld will be excluded entirely from the vote and will have no effect. The election of directors is a non-routine proposal, which means a broker can only vote your shares if the broker receives instructions from you. Otherwise, your shares will not be voted on this proposal. Abstentions and broker non-votes will not affect the outcome of the election of directors. Cumulative voting for directors is not authorized.

With regard to the proposal to ratify the appointment of Weaver and Tidwell, L.L.P., as the independent registered public accounting firm of the Company for the fiscal year ending March 31, 2027, votes may be cast “For”, “Against”, or “Abstain” for the proposal. The ratification of Weaver and Tidwell, L.L.P. is a routine proposal, which means a broker has discretion to vote your shares even if the broker does not receive voting instructions from you. An abstention will have the same effect as a vote against the proposal. Broker non-votes will not affect determining whether the selection of Weaver and Tidwell, L.L.P. has been ratified.

With regard to the proposal to approve the Mexco Energy Corporation Amended and Restated 2019 Employee Incentive Stock Plan (“A&R 2019 Plan”), votes may be cast “For”, “Against” or “Abstain” for the proposal. Approving this plan is a non-routine proposal which means a broker can only vote your shares if the broker receives instructions from you. Otherwise, your shares will not be voted on this proposal. Abstentions and broker non-votes will not be counted as votes “For” or “Against” the approval of this proposal.

With regard to the proposal to approve a non-binding advisory resolution on the compensation of our named executive officers as disclosed in this Proxy Statement, an abstention will have the same effect as a vote against the proposal. Broker non-votes and other limited proxies will not affect the outcome of the vote with respect to such proposal. This vote is advisory in nature and will not be binding on the Company.

Abstentions and Broker Non-Votes

Abstentions and broker non-votes (shares held by brokers or nominees as to which they have no discretionary power to vote on a particular matter and have received no instructions from the beneficial owners of such shares or persons entitled to vote on the matter) will be counted for the purpose of determining whether a quorum is present. For purposes of determining the outcome of any matter to be voted upon as to which the broker has indicated on the proxy that the broker does not have discretionary authority to vote, these shares will be treated as not present at the meeting and not entitled to vote with respect to that matter, even though those shares are considered to be present at the meeting for quorum purposes and may be entitled to vote on other matters. Abstentions, on the other hand, are considered to be present at the meeting and entitled to vote on the matter from which they abstained.

If the enclosed Proxy is properly executed and returned prior to the Annual Meeting, the shares represented thereby will be voted on as specified therein. IF A STOCKHOLDER DOES NOT SPECIFY OTHERWISE ON THE RETURNED PROXY, THE SHARES REPRESENTED BY THE STOCKHOLDER’S PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED BELOW UNDER “PROPOSAL 1: ELECTION OF DIRECTORS”; FOR THE APPOINTMENT OF WEAVER AND TIDWELL, L.L.P. AS SET FORTH UNDER “PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM”; FOR THE PROPOSAL TO APPROVE THE COMPANY’S A&R 2019 PLAN AS SET FORTH UNDER “PROPOSAL 3: APPROVAL OF THE AMENDED AND RESTATED 2019 EMPLOYEE INCENTIVE STOCK PLAN”; FOR THE PROPOSAL TO APPROVE A NON-BINDING ADVISORY RESOLUTION ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT AND AS DESCRIBED UNDER “PROPOSAL 4: ADVISORY VOTE ON EXECUTIVE COMPENSATION”; AND ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS THEREOF.

ACCESS TO REPORTS

Stockholders may obtain a copy of the Annual Report on Form 10-K and any of the other reports filed by Mexco with the SEC, free of charge, (1) from the SEC’s website at www.sec.gov, (2) from our website at www.mexcoenergy.com, or (3) by writing to our Corporate Secretary at our principal executive offices, P.O. Box 10502, Midland, Texas 79702 or by email to mexco@sbcglobal.net.

HOUSEHOLDING

The SEC permits a single set of annual reports and proxy statements to be sent to any household at which two or more stockholders reside if they appear to be members of the same family. Each stockholder continues to receive a separate proxy card. This procedure, referred to as householding, reduces the volume of duplicate information stockholders receive and reduces mailing and printing expenses. A number of brokerage firms have instituted householding.

As a result, if you hold your shares through a broker and you reside at an address at which two or more stockholders reside, you will likely be receiving only one annual report and proxy statement unless any stockholder at that address has given the broker contrary instructions. However, if any such beneficial stockholder residing at such an address wishes to receive a separate annual report or proxy statement in the future, or if any such beneficial stockholder that elected to continue to receive separate annual reports or proxy statements wishes to receive a single annual report or proxy statement in the future, that stockholder should contact their broker or send a request to our Corporate Secretary at our principal executive office mailing address, P.O. Box 10502, Midland, Texas 79702, telephone number (432) 682-1119. We will deliver, promptly upon written or oral request to the Corporate Secretary, a separate copy of the 2026 Annual Report and this proxy statement to a beneficial stockholder at a shared address to which a single copy of the documents was delivered.

PROPOSAL 1: ELECTION OF DIRECTORS

At the Annual Meeting to be held on September 8, 2026, five persons are to be elected to serve on the Board of Directors (the “Board”) for a term of one year and until their successors are duly elected and qualified. All of the nominees are current directors and have announced that they are available for reelection to the Board. The Company’s nominees for the five directorships are:

Kenneth L. Clayton

Thomas R. Craddick

Thomas H. Decker

Christopher M. Schroeder

Nicholas C. Taylor

The Board of Directors recommends that you vote FOR the election of each of the Director nominees.

MEXCO ENERGY CORPORATION BOARD OF DIRECTORS

The Board has responsibility for establishing broad corporate policies and for the overall performance and direction of the Company. The Board is elected by the stockholders to oversee their interests in the long-term health and the overall success of the Company’s business and its financial strength. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the stockholders. The Board selects and oversees the members of senior management, who are charged by the Board with conducting the business of the Company. Members of the Board stay informed of the Company’s business by participating in Board and committee meetings, by reviewing analyses and reports sent to them regularly, and through discussions with the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”).

The Board currently consists of one person who is an employee of the Company and five persons who are not employees of the Company (four of whom are outside directors). The Board has determined that each of the four outside directors, namely Messrs. Banschbach, Clayton, Decker, and Schroeder are independent in accordance with NYSE American rules and under the Securities Exchange Act of 1934, as amended (“Exchange Act”). Set forth below are the names, ages, and positions of Mexco’s directors as of July 20, 2026.

Name	Age	Position

Michael J. Banschbach*	67	Director
Kenneth L. Clayton	82	Director
Thomas R. Craddick	82	Director
Thomas H. Decker	85	Director
Christopher M. Schroeder	61	Director
Nicholas C. Taylor	88	Chairman of the Board of Directors and CEO

*Mr. Banschbach did not stand for reelection at this year’s Annual Meeting.

Set forth below are descriptions of the principal occupations during at least the past five years of the Company’s current directors.

MICHAEL J. BANSCHBACH was appointed to the Board of Directors of the Company in July 2014. Mr. Banschbach graduated from the Colorado School of Mines in 1980 with a BS degree in Chemical Engineering. Thereafter, Mr. Banschbach served with Atlantic Richfield (ARCO) for twenty years, primarily in the gas processing midstream sector, as both an engineer and a commercial representative. From 2001 until the present time, he has represented numerous independent oil and gas producing companies in negotiations with midstream companies for the connection of newly drilled wells and for the sale of their oil and gas production. He has conducted seminars describing the movement of gas from the wellhead to the burner tip and the various financial transactions that take place along the way. He also serves with various charitable organizations.

KENNETH L. CLAYTON was appointed to the Board of Directors of the Company in September 2011. Mr. Clayton graduated from Austin College with a Bachelor of Arts degree in Economics and from the University of Texas at Austin School of Law with a Doctor of Jurisprudence degree. Mr. Clayton also attended the Graduate School of Business at the University of Texas at Austin. Mr. Clayton is a member of the State Bar of Texas and the Houston Bar Association, and practices law in the areas of estate planning and probate. Mr. Clayton also serves as President of Fiduciary Resources Company, a company he founded in 1984 to provide business management services to individual executors of decedents’ estates and trustees of testamentary trusts. From 1970 through 1984, Mr. Clayton served as Senior Vice-President and manager of the trust division of the Capital National Bank in Houston, Texas.

THOMAS R. CRADDICK was elected to the Board of Directors of the Company in March 1998. Since 1968 to the present, Mr. Craddick has served as a Representative of the Texas House of Representatives. He served as Speaker of the House for six years, and throughout his tenure of 29 sessions of the Legislature, Representative Craddick has served on various committees and conferences. Mr. Craddick is the owner of Craddick Properties and owner and President of Craddick, Inc., both of which invest in oil and gas properties and real estate.

THOMAS H. DECKER was elected to the Board of Directors of the Company in September 2019. Mr. Decker graduated from the University of Oklahoma and served with Morgan Stanley from 2000 to 2019 as a Senior Vice President in financial advisory services. He served as a Senior Vice President of Tucker Anthony, Inc. from 1980-1992, as a Senior Vice President of Blyth Eastman Dillon, in financial advisory services from 1978 to 1980, and in various positions up to a Senior Vice President at White, Weld, Inc. from 1971 to 1978 in investment banking and advisory services. From 1973 to the present, he has served in a number of capacities with various charitable organizations. Also, Mr. Decker was a founder in 1998 of Painter Hill Venture Capital and, from 1993 to 1998, as director of Shared Technologies, Inc.

CHRISTOPHER M. SCHROEDER was appointed to the Board of Directors of the Company in October 2014. Mr. Schroeder graduated from the Harvard Business School with a Masters of Business Administration degree with honors. From 1988 to 1992, he served as a special assistant on the staff of Secretary of State James Baker III. In 1996, Mr. Schroeder joined The Washington Post Company and served in a variety of positions during his four-year tenure with the company, including Treasurer and Vice President of Business Development. From 1999 to 2000, Mr. Schroeder was CEO of Legi-Slate, Inc., a business-to-business internet technology firm with The Washington Post Company as its lead shareholder. From 2000 to 2005, he was the CEO and Publisher of Washingtonpost.Newsweek Interactive. In 2006, Mr. Schroeder co-founded and was CEO of HealthCentral, one of the largest online content and wellness platforms. Currently, Mr. Schroeder is an adviser to leading Silicon Valley venture capital firms. Mr. Schroeder wrote a best-selling book in 2013: “Startup Rising: The Entrepreneurial Revolution Remaking the Middle East.” He serves on several academic and global boards, including The American University of Cairo School of Business, The American University School of International Service, and The American Council on Germany, among others.

NICHOLAS C. TAYLOR was elected Chairman of the Board and Chief Executive Officer of the Company in September 2011 and continues to serve in such capacity on a part-time basis, as required. Mr. Taylor served as Chief Executive Officer, President, and Director of the Company from 1983 to 2011. Mr. Taylor served as Treasurer until March 1999. From July 1993 to the present, Mr. Taylor has been involved in the independent practice of law and other business activities, including independent oil and gas exploration and production. For more than the prior 19 years, he was a director and shareholder of the law firm of Stubbeman, McRae, Sealy, Laughlin & Browder, Inc., Midland, Texas, and a partner of the predecessor firm. In 1995, he was appointed by the Governor of Texas to the State Securities Board through January 2001. In addition to serving as chairman for four years, he continued to serve as a member until 2004. In November 2005, he was appointed by the Speaker of the House to the Texas Ethics Commission for a term of five years, where he served until February 2010.

DIRECTOR QUALIFICATIONS

Each nominee brings a unique set of skills to the Board of Directors. The Board believes the nominees as a group have the experience and skills in areas such as the oil and gas industry, finance, risk management, and corporate governance that are necessary to effectively oversee our company. Set forth below are the conclusions reached by the Board as to why each nominee is qualified for service as a director of our company.

Mr. Banschbach is a Chemical Engineer and has over 45 years of experience in the oil and gas industry. Mr. Banschbach provides expertise in areas of evaluating oil and gas markets.

Mr. Clayton has over 55 years of banking, property management, finance, and legal experience. Mr. Clayton provides expertise in the areas of finance and management.

Mr. Craddick has over 55 years of experience in the oil and gas production and service industry. Mr. Craddick provides expertise in the location, acquisition, and divestiture of properties.

Mr. Decker has over 55 years of experience developing financial investment strategies and quantitative solutions for client investment portfolios in a variety of high-level positions across the financial industry. Mr. Decker provides expertise in the area of finance and management.

Mr. Schroeder is a former Chief Executive Officer of several companies in the area of technology and Treasurer and Vice President of development of a public company. Mr. Schroeder provides expertise in the areas of management, entrepreneurship, financial reporting, accounting, capital markets, internal controls, and corporate governance.

Mr. Taylor has been Mexco’s Chief Executive Officer for over 40 years and has over 50 years of experience practicing law. Mr. Taylor provides expertise in the areas of evaluating, acquiring, and managing oil and gas properties as well as exploration prospects.

DIRECTOR COMPENSATION

The following table sets forth the total compensation paid to or earned by each of the Company’s directors, who were not executive officers, during fiscal year 2026.

Director	Fees Paid in Cash⁽¹⁾		Stock Option Awards⁽²⁾		All Other Compensation		Total
Michael J. Banschbach	$	6,000	$	-	$	-	$	6,000
Kenneth L. Clayton	$	6,000	$	-	$	-	$	6,000
Thomas R. Craddick	$	6,000	$	-	$	-	$	6,000
Thomas H. Decker	$	6,000	$	-	$	-	$	6,000
Christopher M. Schroeder	$	6,000	$	-	$	-	$	6,000

	(1)	Director’s fees are paid at the rate of $1,500 per director quarterly.

	(2)	The amounts in this column reflect the aggregate grant date fair value attributable to stock options granted in accordance with ASC 718, “Compensation - Stock Compensation” pursuant to the 2019 Employee Incentive Stock Plan. For the year ended March 31, 2026, there were no stock options granted to a director.

CORPORATE GOVERNANCE

The Board of Directors and management are dedicated to exemplary corporate governance and high standards of conduct and ethics.

CODE OF BUSINESS CONDUCT

The Board adopted the Company’s Code of Ethics and Business Conduct (the “Code”) to inspire continuing dedication to the fundamental principles of honesty, loyalty, fairness, and forthrightness. The Code applies to all employees, including directors and executive officers. The Code can be found at www.mexcoenergy.com by clicking on “Investor Relations” then “Corporate Governance”. Shareholders may request a free printed copy of the Code by contacting our Corporate Secretary at mexco@sbcglobal.net or by calling (432) 682-1119.

DIRECTOR INDEPENDENCE

In accordance with Section 803A of the NYSE American Company Guide and under the Exchange Act, the Board must affirmatively determine the independence of each director. The Board has determined each of the following directors to be an “independent director” as such term is defined in said rules: Michael J. Banschbach, Kenneth L. Clayton, Thomas H. Decker, and Christopher M. Schroeder. In this proxy statement, these four directors are referred to individually as an “Independent Director” and collectively as the “Independent Directors.” The Board is comprised of a majority of Independent Directors, and the Audit Committee, the Compensation Committee, and the Nominating Committee are comprised entirely of Independent Directors.

In addition, the Board has determined that Mr. Decker, Chairman of the Audit Committee, is an “audit committee financial expert” (as that term is defined under the applicable SEC rules and regulations) based on the Board’s qualitative assessment of Mr. Decker’s level of knowledge, experience (as described above), and formal education.

BOARD LEADERSHIP STRUCTURE AND THE BOARD’S ROLE IN RISK OVERSIGHT

The Board of Directors does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board of Directors, as the Board believes it is in the best interests of Mexco to make that determination based on the position and director of Mexco, and the membership of the Board. At this time, the Board believes that the best leadership model for Mexco is the unitary leadership provided by the combination of the Chairman and Chief Executive Officer positions. On September 14, 2011, the Board announced the transition of Nicholas C. Taylor from President and Chief Executive Officer to Chairman of the Board and Chief Executive Officer and the transition of Tammy L. McComic from Executive Vice President and Chief Financial Officer to President and Chief Financial Officer, effective immediately following the 2011 Annual Meeting.

The Board believes that Mexco will continue to benefit from Mr. Taylor’s experience and expertise in the oil and gas industry, while Ms. McComic’s duties as President and Chief Financial Officer have been expanded. Also, in his role as Chairman, Mr. Taylor continues to serve an important role in Mexco’s strategic direction.

We do not have a lead independent director as we believe the oversight provided by all of the Board’s independent directors and the work of the Board’s committees provide effective oversight of our strategic plans and operations.

Management is responsible for defining the various risks facing the company, formulating risk management policies and procedures, and managing our risk exposure. The Board’s responsibility is to monitor the Company’s risk management processes by informing itself concerning our material risks and evaluating whether management has reasonable controls in place to address the material risks. The Audit Committee described below is primarily responsible for monitoring management’s responsibility in the area of risk oversight. Accordingly, management regularly reports to the Audit Committee on risk management. The Audit Committee, in turn, reports on the matters discussed at the committee level to the full board. The Audit Committee and the full board focus on the material risks facing the Company to assess whether management has reasonable controls in place to address these risks.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

During fiscal year ended March 31, 2026, the Board of Directors consisted of one person who is an employee of the Company and five persons who are not employees of the Company (four of whom are outside directors). The Board held four meetings, and all Directors, including the Independent Directors, attended all four meetings.

The Board of Directors established the following standing committees: audit, compensation, and nominating. In accordance with Section 803A of the NYSE American Company Guide and the Exchange Act, the Board must affirmatively determine the independence of each director. The Board is comprised of a majority of Independent Directors, and the Audit Committee, the Compensation Committee, and the Nominating Committee are comprised entirely of Independent Directors.

The table below shows the membership of each committee of the Board and the number of meetings each committee held during the fiscal year ended March 31, 2026.

Director	Audit	Compensation	Nominating
Michael J. Banschbach			X
Kenneth L. Clayton	X	Chair	Chair
Thomas R. Craddick
Thomas H. Decker	Chair	X	X
Christopher M. Schroeder	X	X	X
Nicholas C. Taylor
2026 Meetings	4	1	1

Audit Committee. The Audit Committee is a standing committee of the Board of Directors and currently consists of Messrs. Decker, Chairman, Clayton, and Schroeder, all of whom are Independent Directors. The Board of Directors has determined that Mr. Decker, Chairman of the Audit Committee, is an “audit committee financial expert” (as that term is defined under the applicable SEC rules and regulations) based on the Board’s qualitative assessment of Mr. Decker’s level of knowledge, experience (as described above), and formal education. The functions of the Audit Committee are to determine whether management has established internal controls which are sound, adequate, and working effectively; to ascertain whether Mexco’s assets are verified and safeguarded; to review and approve external audits; to review audit fees and appointment of the Company’s independent public accountants; and to review non-audit services provided by the independent public accountants. The Audit Committee held four meetings during fiscal year ended March 31, 2026. All members of the Audit Committee attended these meetings telephonically or electronically.

The Audit Committee operates under a written charter adopted by the Board of Directors in fiscal 2004. The charter is posted on Mexco’s website at www.mexcoenergy.com in the “Corporate Governance” area of the “Investor Relations” section. The report of the Audit Committee for fiscal year 2026 is included in this proxy statement on page 18.

Compensation Committee. The Compensation Committee is a standing committee of the Board of Directors and currently consists of Messrs. Clayton, Chairman, Decker, and Schroeder, all of whom are Independent Directors. The primary function of the Compensation Committee is to determine compensation for the officers of Mexco that is competitive and enables us to motivate and retain the talent needed to lead and grow the business. The Board has determined that each of the current members of the Compensation Committee satisfies the standards of independence established by the NYSE listed requirements and SEC rules. The Compensation Committee held one meeting during the fiscal year ended March 31, 2026. All members of the Compensation Committee attended such meeting telephonically or electronically.

The Compensation Committee currently operates under a written charter adopted and approved by the Board of Directors as of June 15, 2005. The charter is posted on Mexco’s website at www.mexcoenergy.com in the “Corporate Governance” area of the “Investor Relations” section. The report of the Compensation Committee for fiscal year 2026 is included in this proxy statement on page 15.

Nominating Committee. The Nominating Committee is a standing committee of the Board of Directors and currently consists of Messrs. Clayton, Chairman, Banschbach, Decker, and Schroeder, all of whom are Independent Directors. The Nominating Committee held one meeting during the fiscal year ended March 31, 2026, at which all members of the Nominating Committee were present. The primary function of the Nominating Committee is to determine the slate of Director nominees for election to the Company’s Board of Directors. The Company encourages a diversity of backgrounds among its members; however, it does not have a formal diversity policy with regard to the consideration of diversity in identifying director nominees. The Nominating Committee considers candidates recommended by security holders, directors, officers, and outside sources and considers criteria such as business experience, ethical standards, and personal qualifications in evaluating all such nominees. Stockholders who wish to have their nominees for election to the Board of Directors considered by the Nominating Committee may submit such nomination to the Secretary of the Company for receipt not less than 90 days prior to the date of the next Annual Meeting of stockholders and include (i) the name and address of the stockholder making the nomination, (ii) information regarding such nominee as would be required to be included in the proxy statement, (iii) a representation of the stockholder, and the stockholder’s intent to appear in person or by proxy at the meeting to propose such nomination, and (iv) the written consent of the nominee to serve as a director if so elected.

The Nominating Committee currently operates under a written charter adopted and approved by the Board of Directors as of June 15, 2005. The charter is posted on Mexco’s website at www.mexcoenergy.com in the “Corporate Governance” area of the “Investor Relations” section. Shareholders may request a free printed copy of any of our committee charters by contacting our Corporate Secretary at mexco@sbcglobal.net or by calling (432) 682-1119.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee was formed as of June 15, 2005, and Messrs. Clayton, Decker, and Schroeder are current members thereof. No member of the Compensation Committee is an officer or employee of the Company. None of the Company’s executive officers served on the Board of Directors or the Compensation Committee of any other entity, for which any officers of such other entity served either on our Board of Directors or the Compensation Committee. The Compensation Committee makes recommendations regarding compensation, subject to approval of the entire Board of Directors.

EXECUTIVE OFFICERS & COMPENSATION

NAMED EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

The Board of Directors elects executive officers annually. Executive officers hold office until their successors are elected and have qualified. Set forth below is biographical information concerning the executive officers of Mexco. These individuals, along with Nicholas C. Taylor, are referred to collectively in this Proxy Statement as the “Named Executive Officers”. Biographical information concerning Mr. Taylor is set forth above under the caption “Mexco Energy Corporation Board of Directors.”

TAMMY L. MCCOMIC, age 57, joined the Company in 2001 and was elected President and Chief Financial Officer in September 2011. She served the Company as Executive Vice President and Chief Financial Officer from 2009 to 2011 and as Vice President and Chief Financial Officer from 2003 to 2009. Prior thereto, Ms. McComic served as Controller, Treasurer, and Assistant Secretary. Ms. McComic is a Certified Public Accountant.

DONNA GAIL YANKO, age 81, has served as Vice President part-time since 1990. She also served as Corporate Secretary of the Company from 1992 to 2021 and from 1986 to 1992 was Assistant Secretary. From 1986 to 2015, on a part-time basis, she assisted the Chairman of the Company in his personal business activities. Ms. Yanko also served as a director of the Company from 1990 to 2008.

STACY D. HARDIN, age 61, joined the Company in 2006 and was elected Corporate Secretary of the Company in September 2021. She has also served the Company as Assistant Treasurer of the Company since 2010 and from 2006 to 2021 was Assistant Secretary. Prior thereto, Ms. Hardin served as Assistant Controller.

EXECUTIVE COMPENSATION

The compensation paid to the Named Executive Officers generally consists of base salaries, annual incentive bonus payments, and awards under the Stock Plans. The following table summarizes the total compensation awarded to, earned by, or paid to the Named Executive Officers during fiscal years 2026, 2025, and 2024.

Summary Compensation Table

Name and Principal Position	Year	Salary ⁽³⁾		Bonus		Option Awards ⁽¹⁾		All Other Compensation		Total
Nicholas C. Taylor⁽²⁾	2026	$	-	$	-	$	-	$	-	$	-
Chairman & CEO	2025	$	-	$	-	$	-	$	-	$	-
	2024	$	-	$	-	$	-	$	-	$	-

Tamala L. McComic	2026	$	242,550	$	60,000	$	-	$	-	$	302,520
President, CFO, Treasurer	2025	$	235,442	$	57,750	$	-	$	-	$	293,192
& Assistant Secretary	2024	$	235,997	$	57,750	$	218,250	$	-	$	511,997

Donna Gail Yanko	2026	$	1,200	$	-	$	-	$	-	$	1,200
Vice President	2025	$	1,200	$	-	$	-	$	-	$	1,200
	2024	$	1,200	$	-	$	-	$	-	$	1,200

Stacy D. Hardin	2026	$	79,140	$	14,000	$	-	$	-	$	93,140
Secretary & Assistant Treasurer	2025	$	76,800	$	12,000	$	-	$	-	$	88,800
	2024	$	76,800	$	12,000	$	48,015	$	-	$	136,815

	(1)	The amounts in this column reflect the aggregate grant date fair value attributable to stock options granted in accordance with ASC 718, “Compensation - Stock Compensation” pursuant to the 2019 Employee Incentive Stock Plan.

	(2)	Mr. Taylor waived his director’s fee for fiscal 2026, 2025, and 2024. The sole compensation to be received by the Chairman and CEO of the Company for such period consists of the waived director’s fees.

	(3)	Salary amounts for Ms. McComic and Ms. Hardin include accrued vacation not taken and sold back to the Company as follows: fiscal 2026 includes $4,620 for Ms. McComic; fiscal 2025 includes $4,442 for Ms. McComic; and fiscal 2024 includes $4,997 for Ms. McComic.

COMPENSATION DISCUSSION AND ANALYSIS

Overview of Compensation Program

The Compensation Committee of the Board of Directors has responsibility for establishing, implementing and monitoring adherence to our compensation philosophy. The Compensation Committee seeks to provide total compensation paid to our executive officers that is fair, reasonable, and competitive.

In this compensation discussion and analysis, the “Named Executive Officers” are as follows:

Nicholas C. Taylor	Chairman of the Board, Chief Executive Officer
Tamala L. McComic	President, Chief Financial Officer, Treasurer, Assistant Secretary
Donna Gail Yanko	Vice President
Stacy D. Hardin	Secretary and Assistant Treasurer

Compensation Philosophy and Objectives

The Compensation Committee believes that compensation for executive officers must be competitive to enable the Company to motivate and retain the talent needed to lead and grow the Company, reward successful performance and closely align the interests of our executives with the Company. The ultimate objective of our compensation program is to improve stockholder value.

In setting compensation levels, the Compensation Committee evaluates both performance and overall compensation. The review of executive officers’ performance includes a mix of financial and non-financial measures. In addition to business results, employees are expected to uphold a commitment to integrity, maximize the development of each individual and continue to improve the environmental quality of the Company’s operations.

In order to continue to attract and retain the best employees, the Compensation Committee believes the executive compensation packages provided to the Named Executive Officers should include both cash and stock-based compensation.

The Compensation Committee has not retained a compensation consultant to review the compensation practices of the Company’s peers or to advise the Compensation Committee on compensation matters.

Competitive Considerations

We believe the competition for talented employees includes oil and gas exploration and development companies and oilfield service companies. Many of the companies with whom we compete for top-level talent are larger and have more financial resources than we do. Both our Compensation Committee and CEO consider known information regarding the compensation practices of likely competitors when reviewing and setting the compensation of the Named Executive Officers.

Compensation Policies and Practices and Risk Mitigation

The Compensation Committee periodically reviews the Company’s compensation policies and practices to ensure that they do not encourage excessive risk-taking. The Company believes that its compensation policies and practices for all employees, including executive officers, do not create risks that are reasonably likely to have a material adverse effect on the Company.

Role of Chief Executive Officer in Compensation Decisions

On an annual basis, our CEO reviews the performance of each of the other Named Executive Officers and, based on this review, makes recommendations to the Compensation Committee with respect to the compensation of the Named Executive Officers. The CEO considers internal pay equity issues, individual contribution and performance, competitive pressures, and company performance in making his recommendations to the Compensation Committee. The Compensation Committee may accept or adjust such recommendations.

Establishing Executive Compensation

Consistent with our compensation objectives, the Compensation Committee has structured our annual and long-term incentive-based executive compensation to attract and retain the best talent, reward financial success, and closely align executives’ interests with the Company’s interests. In setting the compensation, the Compensation Committee reviews total direct compensation for the Named Executive Officers, which includes salary, annual cash incentives, and long-term equity incentives. The appropriate level and mix of incentive compensation is not based upon a formula, but is a subjective determination made by the Compensation Committee.

We do not have a policy of stock ownership requirements. In addition, we do not have any employment contracts or change of control agreements, although equity issued pursuant to our Stock Plans is subject to accelerated vesting as described below in “Potential Payments Upon a Change of Control or Termination”.

The Compensation Committee reviews compensation matters and usually performs its annual review of officer salaries during the first quarter of each fiscal year.

Elements of Compensation

Element	Form of Compensation	Purpose
Base Salary	Cash	Provide competitive, fixed compensation to attract and retain executive talent.

Short-Term Incentive	Cash Bonus	Create a strong financial incentive for achieving financial success and for the competitive retention of executives.

Long-Term Incentive	Stock Options and Restricted Stock Grants	Provide incentives to strengthen alignment of executive team interests with Company interests, reward long-term achievement, and promote executive retention.

Insurance Benefits	Eligibility to participate in the plan is available to our full time employees, including major medical, dental, life, and short-term disability plans.	Plan is part of employee benefit.

Insurance Benefits, Defined Benefit Plans and Other Arrangements

We offer an insurance package to all eligible employees that includes major medical, dental, and life insurance. The life insurance benefit provides for a maximum term payout of $30,000. This package also provides for a short-term disability benefit with a maximum payout of $200 per week for a term of up to 13 weeks.

Long-term incentive compensation for executive officers consists solely of awards under the Company’s Employee Incentive Stock Plan. The Company does not maintain a defined benefit pension plan.

Effective January 1, 2026, the Company adopted a tax-qualified 401(k) retirement savings plan for eligible employees. As of March 31, 2026, the plan had not commenced operations and, accordingly, did not constitute a component of executive compensation for the fiscal year.

Potential Payments Upon a Change in Control or Termination

The Company does not have any employment contracts or change of control agreements with its Named Executive Officers. However, under the terms of the 2019 Employee Incentive Stock Plan, in the event of a change of control of the Company, awards granted under the Stock Plan, may become immediately vested and fully exercisable in accordance with the terms of the applicable award agreements. Upon termination of employment, stock options generally remain exercisable only to the extent such options were exercisable as of the date of termination, unless the Compensation Committee determines otherwise pursuant to the terms of the Stock Plan and applicable award agreement.

If a change in control or termination of employment as described above were to have occurred as of March 31, 2026, 22,750 stock options held by our Named Executive Officers would have automatically vested.

COMPENSATION COMMITTEE REPORT

To the Stockholders of Mexco Energy Corporation:

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis above with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

July 20, 2026		Compensation Committee
		Kenneth L. Clayton, Chairman
		Thomas H. Decker
		Christopher M. Schroeder

EMPLOYEE INCENTIVE STOCK PLANS

The Company has two equity compensation plans: the 2009 Employee Incentive Stock Plan (the “2009 Plan”) and the 2019 Employee Incentive Stock Plan (the “2019 Plan”) (collectively, the “Stock Plans”).

The 2009 Plan provided for the award of stock up to 200,000 shares and includes option awards as well as stock awards. Option awards were granted with restrictions, including payment for the shares and employment of not less than four years from the date of the award. Stock awards were granted without restrictions and without payment by the recipient. Although shares are remaining unissued under the 2009 Plan, those unawarded shares are no longer available with the adoption of the 2019 Plan.

The 2019 Plan replaced the 2009 Plan. See information regarding material features of the 2019 Plan in Note 10, Stock-based Compensation, to the Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026, filed with the Securities and Exchange Commission on June 26, 2026.

The Company does not have any employment contracts or change of control agreements. However, the Stock Plan does permit accelerated vesting of stock awards as described above in “Potential Payments Upon a Change of Control or Termination”.

The proposed A&R 2019 Plan is described in detail below under “Proposal 3: Approval of the Mexco Energy Corporation Amended and Restated 2019 Employee Incentive Stock Plan”.

The following table summarizes certain information, as of March 31, 2026, relating to the Company’s Stock Plans. The Stock Plans were approved by the Stockholders.

	Number of Shares Authorized for Issuance under Plan		Number of Shares to be Issued upon Exercise of Outstanding Options		Weighted Average Exercise Price of Outstanding Options		Number of Shares Remaining Available for Future Issuance under Plan
2009 Plan		200,000		35,000	$	4.84		-
2019 Plan		200,000		115,883	$	10.93		68,500

The Company currently has 68,500 shares remaining from the 2019 Plan. Those shares will now be available for issuance under the new A&R 2019 Plan as described in Proposal 3.

OPTION GRANTS FOR FISCAL 2026

There were no options granted during fiscal 2026.

OPTION EXERCISES FOR FISCAL 2026

There were no options exercised during fiscal 2026.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2026

The following table sets forth certain information with respect to the vested and unvested stock options held at March 31, 2026, by each of the Named Executive Officers and the Company’s current directors.

Name	# of Shares of Unexercised Options Vested		# of Shares of Unexercised Options Not Vested		Option Exercise Price ($/sh)		Option Expiration Date
Nicholas C. Taylor ⁽¹⁾		-		-	$	-	-

Tamala L. McComic		25,000		-	$	4.84	09/11/2028
		23,528		-	$	3.34	03/04/2030
		24,853		-	$	8.51	07/25/2031
		18,750		6,250	$	18.05	08/22/2032
		12,500		12,500	$	12.68	04/12/2033

Donna Gail Yanko ⁽¹⁾		-		-	$	-	-

Stacy D. Hardin		2,149		-	$	3.34	03/04/2030
		4,853		-	$	8.51	07/25/2031
		3,750		1,250	$	18.05	08/22/2032
		2,750		2,750	$	12.68	04/12/2033

Michael J. Banschbach ⁽¹⁾		-		-	$	-	-

Kenneth L. Clayton ⁽¹⁾		-		-	$	-	-

Thomas R. Craddick ⁽¹⁾		-		-	$	-	-

Thomas H. Decker		-		-	$	-	-

Christopher M. Schroeder		10,000		-	$	4.84	09/11/2028

(1)

At March 31, 2026, Mr. Taylor, Ms. Yanko, Mr. Banschbach, Mr. Clayton, Mr. Craddick, and Mr. Decker did not hold any options to purchase shares of the Company’s Common Stock.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Transactions with related persons are reviewed, approved, or ratified in accordance with the policies and procedures set forth in the Company’s Code of Ethics and Business Conduct. The Audit Committee, pursuant to the Audit Committee Charter, has the responsibility to review, assess, and approve or disapprove conflicts of interest and related-party transactions to ensure compliance with the Code.

The Code provides that directors, officers, and employees must avoid situations that involve, or could appear to involve, “conflicts of interest” with regard to the Company’s interest. Exceptions may only be made after review of fully disclosed information and approval of specific or general categories by senior management (in the case of employees) or the Board of Directors (in the case of officers or directors). Any employee, officer, or director who becomes aware of a conflict or potential conflict of interest should bring the matter to the attention of appropriate personnel. A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of the Company. Conflicts of interest generally interfere with the person’s effective and objective performance of his or her duties or responsibilities to the Company. The Code sets forth several examples of how conflicts of interest may arise, including when a director, officer or employee or members of their immediate family, receive improper personal benefits because of their position with the Company; the Company gives loans to, or guarantees of obligations of directors, officers, employees or their immediate family members; or the director, officer, employee or their immediate family members use Company property or confidential information for personal use.

Each year, we require all our directors, nominees for director and executive officers to complete and sign a questionnaire in connection with the solicitation of proxies for use at the Annual Meeting. The purpose of the questionnaire is to obtain information, including information regarding transactions with related persons, for inclusion in our Proxy Statement or Annual Report.

In addition, we annually review SEC filings made by beneficial owners of more than five percent of any class of our voting securities to determine whether information relating to transactions with such persons needs to be included in our Proxy Statement or Annual Report.

Based on these reviews, the Company discloses the following transaction: Our principal shareholder and Chief Executive Officer, Nicholas C. Taylor, shares office expenditures with Mexco as disclosed in Note 11, Related Party Transactions, to the Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026 filed with the SEC on June 26, 2026.

PROPOSAL 2: RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected and the Board of Directors has approved Weaver and Tidwell, L.L.P. (“Weaver”) for appointment as our independent registered public accounting firm for the fiscal year ending March 31, 2027, subject to ratification by the stockholders.

Neither the Company’s bylaws nor other governing documents or law requires shareholder ratification of the selection of Weaver as the Company’s independent registered public accounting firm; however, the Company is submitting the selection of Weaver to the shareholders for ratification as a matter of good corporate practice. If the shareholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.

Weaver served as the independent registered public accountants for the Company for the fiscal year ended March 31, 2026. A representative of Weaver may or may not be present at the Annual Meeting, but will be available by telephone and have an opportunity to make a statement if they desire to do so and respond to appropriate questions.

The Company asks that you ratify the appointment of Weaver and Tidwell, L.L.P., as the Company’s independent registered public accounting firm for the year ending March 31, 2027.

FEES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The table below sets forth the aggregate fees billed by Weaver and Tidwell L.L.P., the Company’s independent registered public accounting firm, for fiscal 2026 and fiscal 2025:

	2026		2025
Audit fees ⁽¹⁾	$	167,265	$	151,463
Audit related fees	$	-	$	-
Tax service fees ⁽²⁾	$	43,155	$	28,655
All other fees	$	-	$	-
Total	$	210,420	$	180,118

	(1)	Audit fees consist of professional services rendered for the audit of the Company’s annual consolidated financial statements included in its Annual Report on Form 10-K, review of the Company’s quarterly financial statement included in its Quarterly Reports on Form 10-Q and review of the Company’s other filings with the SEC, including consents for the years ended March 31, 2026 and 2025.

	(2)	Tax fees are for professional services rendered in connection with tax return preparation and consultation on tax matters.

The Audit Committee’s policy on pre-approval of audit and audit-related fees requires the Chairman of the Audit Committee to sign all engagement letters of the principal independent accountant prior to commencement of any audit and non-audit services. All fees paid in fiscal 2026 and 2025 were approved in accordance with these procedures. All of the work performed in auditing the Company’s consolidated financial statements during the last two fiscal years was performed by the full-time, permanent employees of the respective independent registered public accounting firm. The Audit Committee considers whether the services provided for non-audit services are compatible with maintaining Weaver’s independence, and has concluded that the provision of such services by Weaver was compatible with the maintenance of its independence in the conduct of its auditing functions.

REPORT OF THE AUDIT COMMITTEE

To the Stockholders of Mexco Energy Corporation:

It is the responsibility of the members of the Audit Committee to contribute to the reliability of the Company’s financial statements. In keeping with this goal, the Board of Directors adopted a written charter, which is posted on the Company’s website at www.mexcoenergy.com in the “Corporate Governance” area of the “Investor Relations” section. The Audit Committee is satisfied with the adequacy of the charter based upon its evaluation of the charter during fiscal 2026. The Audit Committee met four times during fiscal 2026. The members of the Audit Committee are independent directors.

The Audit Committee oversees the Company’s financial reporting process on behalf of the entire Board of Directors. Management has the primary responsibility for the Company’s financial statements and the reporting process, including the systems of internal controls. The primary responsibilities of the Audit Committee are to select and retain the Company’s auditors (including review and approval of the terms of engagement and fees), to review with the auditors the Company’s financial reports (and other financial information) provided to the SEC and the investing public, to prepare and publish this report and to assist the Board of Directors with oversight of integrity of the Company’s financial statements; compliance by the Company with standards of business ethics and legal and regulatory requirements; qualifications and independence of the Company’s independent auditors; and performance of the Company’s independent auditors.

The Audit Committee does not provide any expert or special assurance as to the Company’s financial statements or any professional certification as to the independent auditors’ work.

In the performance of its oversight function, the Audit Committee has reviewed and discussed the Company’s quarterly and audited financial statements, including the quality of accounting principles, with management and the independent accountants. The Audit Committee also discussed with the independent auditors the matters required to be discussed by Rules on Auditing Standards No. 16, Communications with Audit Committees, as amended, as adopted by the Public Company Accounting Oversight Board (“PCAOB”). Additionally, the Audit Committee has received the written disclosures and the letter from the Company’s independent accountants required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence, and the Audit Committee has discussed with the Company’s independent auditors the independent auditor’s independence.

Based on reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the financial statements for fiscal 2026 be included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026, filed with the SEC.

July 20, 2026		Audit Committee
		Thomas H. Decker, Chairman
		Kenneth L. Clayton
		Christopher M. Schroeder

The Board of Directors recommends that you vote FOR the appointment of WEAVER AND TIDWELL, L.L.P. as the independent registered public accounting firm for the Company for the fiscal year ending March 31, 2027.

PROPOSAL 3: APPROVAL OF THE AMENDED AND RESTATED 2019 EMPLOYEE INCENTIVE STOCK PLAN

Introduction

On July 21, 2026, our Board of Directors (the “Board”) adopted the Mexco Energy Corporation Amended and Restated 2019 Employee Incentive Stock Plan (the “A&R 2019 Plan”), subject to shareholder approval. Shareholders previously approved the adoption of the 2019 Employee Incentive Stock Plan (the “2019 Plan”) on September 12, 2019.

The primary purposes of the A&R 2019 Plan are to increase the maximum number of shares available for corporate issuance by 268,500 shares, increase annual individual award caps to support long-term executive alignment, and modernize plan terms to ensure strict compliance with the Internal Revenue Code of 1986, as amended (the “Code”).

The purpose of the A&R 2019 Plan remains to further the interests of the Company, its subsidiaries, and its shareholders by providing equity and cash incentives to employees, consultants, and nonemployee directors who contribute materially to the success and profitability of the Company. If approved by shareholders at the 2026 Annual Meeting, the A&R 2019 Plan will become effective as of the date of shareholder approval. If shareholders do not approve this proposal, the plan will remain in effect under its original terms using its remaining available share pool.

Summary of the A&R 2019 Plan

The following general description of material features of the A&R 2019 Plan is qualified in its entirety by reference to the full text of the Amended and Restated 2019 Employee Incentive Stock Plan document attached hereto as Exhibit A.

General

Awards to participants under the A&R 2019 Plan may be made in the form of stock options; stock awards in the form of Common Stock or Stock Units (including restricted stock or restricted stock units); or cash awards settled in cash.

Shares Available

The maximum aggregate number of shares of the Company’s Common Stock available for issuance under the A&R 2019 Plan is 468,500 shares.

The share pool, the number of shares covered by outstanding awards, the grant price, and individual award limitations are subject to proportionate adjustment by the Board in the event of a stock split, stock dividend, recapitalization, merger, consolidation, or similar capital restructuring of the Company.

Shares underlying awards that are forfeited, terminated, expire unexercised, or are settled in cash in lieu of stock immediately become available again for future awards. If an option exercise price or tax withholding obligation is satisfied by tendering or withholding shares of Common Stock, only the net number of shares issued to the participant are deemed delivered against the maximum plan share pool.

Administration and Eligibility

	●	Administration: The Compensation Committee of the Board of Directors (the “Committee”) administers the A&R 2019 Plan for employees and consultants, retaining exclusive authority to select recipients, determine award sizes, and establish terms. The Board retains identical authority to administer and grant awards to nonemployee directors.

	●	Eligibility: All employees, nonemployee directors, and consultants of the Company and its subsidiaries are eligible to receive awards. Benefits to be allocated to any individual or group are not presently determinable as future grants lie within the sole discretion of the Committee and the Board.

Employee and Consultant Awards

Each award is embodied in an Award Agreement specifying terms, conditions, continuous service requirements, or performance goals.

	●	Stock Options: Options must feature an exercise price not less than 100% of the fair market value of the Common Stock on the date of grant. The maximum option term is 10 years. Options explicitly cannot include reload provisions and cannot be repriced or otherwise modified to reduce their initial grant price without shareholder approval, except for standard corporate equity adjustments.

	●	Incentive Stock Option (ISO) Limits: ISOs granted to a participant who owns more than 10% of the company’s total voting stock must feature an exercise price of at least 110% of fair market value and carry a maximum term of five years. Additionally, any ISO vesting tranches exceeding $100,000 in value in a single calendar year automatically treat the excess portion as a Nonqualified Stock Option.

	●	Stock and Cash Awards: The Committee may grant cash awards, stock awards, or restricted stock units subject to vesting or forfeiture rules. Restricted stock awards constitute an immediate transfer of record and beneficial ownership (including voting rights) to the participant upon grant, subject to a substantial risk of forfeiture during the restriction period.

	●	Award Limits: No individual participant may be granted, during any single calendar year, employee awards consisting of options for more than 200,000 shares or stock awards covering more than 200,000 shares.

Nonemployee Director Awards

The Board may grant options or stock awards to nonemployee directors. Options granted to nonemployee directors cannot be incentive stock options. Dividend equivalents credited to director awards must carry identical vesting, transferability, and forfeiture restrictions as the underlying parent award.

Nonemployee directors may not be granted, during any single fiscal year, director awards consisting of options for more than 10,000 shares or stock awards covering or relating to more than 10,000 shares.

Dividend Equivalents

Rights to dividends or dividend equivalents may be made part of any stock award, but under no circumstances can a dividend equivalent payment be made contingent upon the exercise of a stock option.

Change of Control

The A&R 2019 Plan establishes baseline events constituting a Change of Control, including the acquisition of 50% or more of the company’s total voting power, specific contested board election changes, or the sale/transfer of substantially all corporate assets. Unless otherwise provided in an individual Award Agreement, all awards automatically vest, become fully exercisable, and have all restrictions lapse upon a Change of Control.

The Committee holds unilateral authority during a Change of Control to cancel underwater options for no consideration, cash out in-the-money awards based on transaction consideration value, provide for equitable award substitutions, or arrange for the surviving entity to fully assume the plan.

Duration and Plan Amendments

The A&R 2019 Plan features a term of 10 years commencing from the 2026 shareholder approval date. The Board may amend, modify, suspend, or terminate the Plan at any time, but cannot adversely affect outstanding awards without a participant’s written consent, nor make amendments without shareholder approval to the extent required by law, the Internal Revenue Code, or stock exchange listing requirements.

Federal Income Tax Consequences

Set forth below is a brief summary of the principal federal income tax consequences of awards under the A&R 2019 Plan based on current federal tax laws.

	●	Stock Awards: A grant of unrestricted stock or cash results in ordinary taxable income to the recipient at the time of grant or payment equal to the cash amount or fair market value of the shares. The Company is generally entitled to a corresponding tax deduction at that time. Restricted stock subject to vesting does not result in immediate taxable income; instead, the fair market value of the shares is taxable as ordinary income in the year restrictions lapse, unless the recipient files a timely election under Internal Revenue Code Section 83(b) within 30 days of grant to accelerate the tax event to the grant date. The Company receives a tax deduction corresponding to the amount and timing of the ordinary income recognized by the recipient.

	●	Nonqualified Stock Options: Grantees do not recognize taxable income upon the grant of a nonqualified stock option. Upon exercise, the excess of the fair market value of the shares on the exercise date over the option purchase price is taxed as ordinary income. The Company is generally entitled to a corresponding tax deduction in the same amount.

	●	Incentive Stock Options: Option holders generally recognize no taxable income upon the grant or exercise of an ISO (except for potential alternative minimum tax considerations at exercise). If the resulting shares are held for at least two years from the grant date and one year from the exercise date, any gain upon the ultimate sale of the stock is taxed as long-term capital gain, and the Company receives no tax deduction. If the shares are sold prior to meeting these holding periods (a “disqualifying disposition”), the spread on the date of option exercise is taxed as ordinary income, and the Company is entitled to a corresponding tax deduction.

	●	Deductibility of Awards: Code Section 162(m) limits the compensation deductible by the Company to $1,000,000 annually for certain covered executives.

	●	Deferred Compensation: Awards that constitute deferred compensation must satisfy the strict timing, distribution, and non-acceleration requirements of Internal Revenue Code Section 409A to avoid adverse tax penalties. The Board and Committee hold explicit power to unilaterally amend or interpret the A&R 2019 Plan or individual Award Agreements without a participant’s consent to maintain compliance with Section 409A.

	●	Tax Responsibility: Participants are solely responsible for all personal tax consequences arising under Code Sections 409A, 422, 424, and 83. Neither the Company nor its subsidiaries warrant specific tax results.

Recommendation and Required Affirmative Vote

The affirmative vote of the holders of a majority of our Common Stock entitled to vote and who do vote (in person or by proxy) at the Annual Meeting is required for the approval of this proposal.

The Board of Directors recommends that you vote FOR the approval of the MEXCO ENERGY CORPORATION AMENDED AND RESTATED 2019 EMPLOYEE INCENTIVE STOCK PLAN.

PROPOSAL 4: ADVISORY VOTE ON EXECUTIVE COMPENSATION

This advisory vote on executive compensation, referred to as the “say-on-pay” vote, gives shareholders the opportunity to express their views on our Named Executive Officers’ compensation, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K. Shareholders may vote for or against the approval of the Company’s executive compensation, or they may abstain from voting on this proposal.

As described in detail in our Compensation Discussion and Analysis beginning on page 13, the primary objectives in designing our executive compensation program are to attract, retain, and motivate the talent needed to lead and grow the Company, reward successful performance, and more closely align executives’ interests with those of the Company and its shareholders. The ultimate objective of our compensation program is to improve the intrinsic value of the Company and long-term shareholder value.

We encourage you to review the compensation tables and the narrative disclosures on compensation in this proxy statement. The Compensation Committee and the Board of Directors believe that our executive compensation program is effective in implementing our compensation philosophy and in achieving its goals.

The Company requests shareholder approval of the compensation of the Company’s Named Executive Officers as disclosed pursuant to the SEC’s compensation disclosure rules. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies, and practices described in this proxy statement. Accordingly, we will ask our shareholders to vote “FOR” the following non-binding resolution at the Annual Meeting:

“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the Named Executive Officers as disclosed in the Proxy Statement of the Company for the 2026 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission.”

While your vote on this proposal is advisory and will not be binding on the Company, the Board of Directors or the Compensation Committee, we value the opinion of our shareholders and will take the results of this advisory vote into account when making future decisions regarding our executive compensation program.

Our Board of Directors unanimously recommends that you vote FOR the resolution, on an advisory basis, approving the executive compensation of the Named Executive Officers.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of the Company’s Common Stock, as of July 20, 2026, by each of the Company’s directors and executive officers, by all executive officers and directors of the Company as a group, and by each person known to the Company to be the beneficial owner of more than 5% of any class of the Company’s outstanding Common Stock.

	Number of Shares (1)		Percent of Class (2)
SECURITY OWNERSHIP OF 5% HOLDERS:
Howard Cox, 15 Congress Street, Mailstop B-6, Boston, MA 02109		202,400		9.89	%

SECURITY OWNERSHIP OF MANAGEMENT:
Michael J. Banschbach		-		-
Kenneth L. Clayton		13,000		*
Thomas R. Craddick		10,000		*
Thomas H. Decker (3)		28,573		1.40	%
Stacy D. Hardin		17,327		*
Tamala L. McComic		119,818		5.54	%
Christopher M. Schroeder		10,000		*
Nicholas C. Taylor		944,000		46.14	%
Donna Gail Yanko		-		-
Officers and directors as a group (9 persons)		1,142,718		55.53	%

* Indicates less than 1% of the outstanding shares of the Company’s Common Stock.

	(1)	Included in the number of shares of Common Stock Beneficially Owned are shares that such persons have the right to acquire within 60 days of the record date, July 20, 2026, pursuant to options to purchase such Common Stock (Ms. Hardin, 16,127; Ms. McComic, 117,131; and Mr. Schroeder, 10,000).

	(2)	Securities not outstanding, but included in the beneficial ownership of each such person, are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person, but are not deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person.

	(3)	Includes shares beneficially owned as follows: Mr. Decker’s spouse – 10,173.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s directors and officers and persons who own more than 10 percent of the Company’s outstanding Common Stock, to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock held by such persons. These persons are also required to furnish the Company with copies of all forms they file under this regulation. Based on our records and other information, the Company believes that during the fiscal year ended March 31, 2026, all applicable Section 16(a) filing requirements were met.

STOCKHOLDERS’ PROPOSALS FOR THE NEXT ANNUAL MEETING

The next Annual Meeting of the Company’s stockholders is scheduled to be held on September 14, 2027. Appropriate proposals of stockholders intended to be presented at the 2027 Annual Meeting must be received by the Secretary of the Company at the Company’s offices at 415 West Wall, Suite 475, Midland, Texas 79701, by March 31, 2027 to be considered by the Board of Directors for inclusion in the proxy solicitation materials for the 2027 Annual Meeting.

In addition, the Company’s policy has established advance notice procedures for shareholders’ proposals not included in the Company’s proxy statement to be brought before an Annual Meeting. In general, the Secretary of the Company must receive notice of any such proposal not less than 80 days prior to the date of the Annual Meeting (in the case of the next Annual Meeting, on or prior to June 26, 2027) at the address of the Company’s principal executive offices above. Such notice must include the information that would be required to be included in the proxy statement filed pursuant to the rules of the SEC had the proposal been made by the Board of Directors.

OTHER MATTERS

We know of no other business which will be presented at the Annual Meeting other than as explained herein. Our Board of Directors has approved a process for collecting, organizing and delivering all stockholder communications to each of its members. To contact all directors on the Board, all directors on a Board committee, or an individual member or members of the Board of Directors, a stockholder may mail a written communication to: Mexco Energy Corporation, Attention: Corporate Secretary, P.O. Box 10502, Midland, Texas 79702. All communications received in the mail will be opened by the Company’s Corporate Secretary for the purpose of determining whether the contents represent a message to the Board of Directors. The contents of stockholder communications to the Board of Directors will be promptly relayed to the appropriate members. The Company encourages all members of the Board of Directors to attend the Annual Meeting of stockholders, although we have no formal policy requiring attendance.

On June 26, 2026, we filed with the SEC an Annual Report on Form 10-K for the fiscal year ended March 31, 2026. The Annual Report on Form 10-K has been provided concurrently with this Proxy Statement to all stockholders entitled to notice of, and to vote at, the Annual Meeting.

You can learn more about the Company and our operations by visiting our website at www.mexcoenergy.com. Our website contains information concerning our business, recent news releases, and other filings with the SEC; our Code of Business Conduct and Ethics; the charters of the Audit Committee, Compensation Committee, and Nominating Committee; and information concerning our Board of Directors and stockholder relations.

	BY ORDER OF THE BOARD OF DIRECTORS

	Stacy D. Hardin, Secretary

EXHIBIT A

MEXCO ENERGY CORPORATION AMENDED AND RESTATED
2019 EMPLOYEE INCENTIVE STOCK PLAN

Table of Contents

ARTICLE I Introduction		A-3

ARTICLE II Objectives		A-3

ARTICLE III Definitions		A-3

ARTICLE IV Eligibility		A-7

Section 4.1	Employees	A-7
Section 4.2	Directors	A-7
Section 4.3	Consultants	A-7

ARTICLE V Common Stock Available for Awards		A-7

Section 5.1	Award Limitations	A-7
Section 5.2	Unissued Awards	A-8

ARTICLE VI Administration		A-9

Section 6.1	Administration by the Committee	A-9
Section 6.2	Liability of the Committee	A-10
Section 6.3	Authority of the Board	A-10
Section 6.4	Delegation of Authority	A-10

ARTICLE VII Employee Awards and Consultant Awards		A-10

Section 7.1	Employee Awards	A-10
Section 7.2	Limitations	A-12
Section 7.3	Consultant Awards	A-12

ARTICLE VIII Director Awards		A-12

Section 8.1	Grant of Director Awards	A-12
Section 8.2	Options	A-12
Section 8.3	Stock Awards	A-12
Section 8.4	Limitations	A-12

ARTICLE IX Change of Control		A-13

Section 9.1	Acceleration of Vesting	A-13
Section 9.2	Exercise Period for Options	A-13

ARTICLE X Non-United States Participants		A-13

ARTICLE XI Payment of Awards		A-13

Section 11.1	General	A-13
Section 11.2	Dividends, Earnings and Interest	A-13

ARTICLE XII Option Exercise		A-14

Section 12.1	Exercise in General	A-14
ARTICLE XIII Taxes		A-14

ARTICLE XIV Amendment, Modification, Suspension, or Termination of the Plan		A-14

Section 14.1	In General	A-14
Section 14.2	Exceptions	A-15

ARTICLE XV Assignability		A-15

ARTICLE XVI Adjustments		A-15

Section 16.1	Adjustments in General	A-15
Section 16.2	Proportionate Adjustments	A-16

ARTICLE XVII Restrictions		A-17

ARTICLE XVIII Unfunded Plan		A-17

ARTICLE XIX Right to Employment		A-17

ARTICLE XX Successors		A-17

ARTICLE XXI Governing Law		A-18

ARTICLE XXII Headings and Usage		A-18

ARTICLE XXIII Severability		A-18

ARTICLE XXIV Clawback		A-18

ARTICLE XXV Section 409A		A-18

ARTICLE XXVI Effectiveness and Term		A-20

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ARTICLE I
INTRODUCTION

Mexco Energy Corporation, a Colorado corporation (the “Company”) established, and on September 12, 2019, the Company’s shareholders approved the Mexco Energy Corporation 2019 Employee Incentive Stock Plan (the “2019 Plan”). Having reserved the right to amend the 2019 Plan, the Company hereby amends and restates the 2019 Plan as the Mexco Energy Corporation Amended and Restated 2019 Employee Incentive Stock Plan subject to shareholder approval on September 8, 2026 (the “Plan”). Awards outstanding under the 2019 Plan shall remain subject to the terms of the 2019 Plan to the extent it is inconsistent with this Plan. The effective date of the Plan shall be as provided in ARTICLE XXVI hereof.

ARTICLE II
objectives

The purpose of the Plan is to further the interests of the Company, its Subsidiaries and its shareholders by providing incentives in the form of Awards to certain employees, consultants and nonemployee directors who can contribute materially to the success and profitability of the Company and its Subsidiaries. Such Awards will recognize and reward outstanding performance and individual contributions and give Participants in the Plan an interest in the Company that is parallel to that of the shareholders in order to enhance the proprietary and personal interest of such Participants in the Company’s continued success and progress. This Plan will also enable the Company and its Subsidiaries to attract and retain such employees, consultants and nonemployee directors.

ARTICLE III
DEFINITIONS

As used herein, the terms set forth below shall have the following respective definitions:

“Award” means an Employee Award, a Director Award or a Consultant Award.

“Award Agreement” means one or more Employee Award Agreements, Director Award Agreements or Consultant Award Agreements.

“Board” means the Board of Directors of the Company.

“Cash Award” means an Award that is settled in cash.

“Change of Control” means, unless otherwise defined in an Award Agreement, (i) any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes a beneficial owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power of the Company’s then outstanding securities;

(ii) the individuals who were members of the Board of Directors of the Company (the “Board”) immediately prior to a meeting of the shareholders of the Company involving a contest for the election of directors shall not constitute a majority of the Board following such election unless a majority of the new members of the Board were recommended or approved by majority vote of members of the Board immediately prior to such shareholder meeting;

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(iii) the Company shall have merged into or consolidated with another corporation, or merged another corporation into the Company, on a basis whereby less than fifty percent (50%) of the total voting power of the surviving corporation is represented by shares held by former shareholders of the Company prior to such merger or consolidation; or

(iv) the Company shall have sold, transferred or exchanged all, or substantially all, of its assets to another corporation or other entity or person.

Notwithstanding the paragraph above or the definition contained in an Award Agreement, in the event an Award is or becomes subject to section 409A of the Code, if the payment associated with such Award is permitted upon the occurrence of a Change of Control, the events that constitute a Change of Control shall be limited to the extent necessary to comply with the requirements of section 409A of the Code.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Committee” means the Compensation Committee of the Board or such other committee of the Board as is designated by the Board to administer certain portions of the Plan.

“Common Stock” means Mexco Energy Corporation common stock, par value $0.50 per share.

“Company” means Mexco Energy Corporation, a Colorado corporation.

“Consultant” means an individual other than an Employee or a Nonemployee Director providing bona fide services to the Company or any of its Subsidiaries as a consultant or advisor, as applicable, provided that such person is a natural person and that such services are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for any securities of the Company.

“Consultant Award” means the grant of any Nonqualified Stock Option, Stock Award or Cash Award, whether granted singly, in combination, or in tandem, to a Consultant pursuant to such applicable terms, conditions and limitations as may be established in order to fulfill the objectives of the Plan.

“Consultant Award Agreement” means one or more agreements between the Company and a Consultant setting forth the terms, conditions and limitations applicable to a Consultant Award.

“Director” means an individual serving as a member of the Board.

“Director Award” means the grant of any Nonqualified Stock Option, Stock Award or Cash Award, whether granted singly, in combination, or in tandem, to a Participant who is a Nonemployee Director pursuant to such applicable terms, conditions and limitations as may be established in order to fulfill the objectives of the Plan.

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“Director Award Agreement” means one or more agreements between the Company and a Nonemployee Director setting forth the terms, conditions and limitations applicable to a Director Award.

“Dividend Equivalent” means a notional credit, made at the sole discretion of the Committee, to a bookkeeping account with respect to a Participant in an amount equal to the value of dividends paid on one share of Common Stock for each share of Common Stock subject to an Award held by such Participant. Under no circumstances shall the payment of a Dividend Equivalent be made contingent on the exercise of an Option. Additionally, Dividend Equivalents shall be subject to the same restrictions on transferability, vesting and forfeitability as the Award with respect to which they are credited. Dividend Equivalents will be granted only if a grant thereof is explicitly made in the applicable Award Agreement.

“Effective Date” means the date described in ARTICLE XXVI.

“Employee” means an individual who is an employee of the Company or a Subsidiary. Neither service as a Director only (Nonemployee Director) nor any payment of a Director’s fee shall be sufficient to constitute “employment” for the purposes of the Plan.

“Employee Award” means the grant of any Option, Stock Award or Cash Award, whether granted singly, in combination, or in tandem, to an Employee pursuant to such applicable terms, conditions and limitations as may be established in order to fulfill the objectives of the Plan.

“Employee Award Agreement” means one or more agreements between the Company and an Employee setting forth the terms, conditions and limitations applicable to an Employee Award.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Value” of a share of Common Stock means, as of a particular date:

(a) if shares of Common Stock are listed on a national securities exchange, the mean between the highest and lowest sales price per share of the Common Stock on the consolidated transaction reporting system for the principal national securities exchange on which shares of Common Stock are listed on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported, or, at the discretion of the Committee, the price prevailing on the exchange at the time of exercise or other relevant time (as determined under procedures established by the Committee),

(b) if the Common Stock is not so listed or quoted, the mean between the closing bid and asked price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, as reported by The American Stock Exchange, or, if not reported by The American Stock Exchange, by the National Quotation Bureau Incorporated, or

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(c) if shares of Common Stock are not publicly traded, the Fair Market Value shall be determined in good faith by the Committee by a reasonable application of a reasonable valuation method.

Notwithstanding the foregoing to the contrary, for federal, state, and local income tax reporting purposes and for such other purposes as the Committee deems appropriate, Fair Market Value shall be determined by the Committee in accordance with uniform and nondiscriminatory standards adopted from time to time.

“Grant Date” means the date an Award is granted to a Participant pursuant to the Plan. The Grant Date for a substituted award is the grant date of the original award.

“Grant Price” means the price at which a Participant may exercise his or her right to receive cash or Common Stock, as applicable, under the terms of an Award.

“Incentive Stock Option” means an Option that is intended to comply with the requirements set forth in Section 422 of the Code.

“Nonemployee Director” means an individual serving as a member of the Board who is not an Employee.

“Nonqualified Stock Option” means an Option that is not an Incentive Stock Option.

“Option” means a right to purchase a specified number of shares of Common Stock at a specified Grant Price, which right may be an Incentive Stock Option or a Nonqualified Stock Option.

“Participant” means an Employee, Director or Consultant to whom an Award has been granted under this Plan.

“Plan” means the Mexco Energy Corporation Amended and Restated 2019 Employee Incentive Stock Plan.

“Reload” means the automatic grant of a new Option upon the exercise of an existing Option.

“Restricted Stock” means any shares of Common Stock that are restricted or subject to forfeiture provisions as determined by the Committee in the Award Agreement.

“Restricted Stock Unit” means a Stock Unit that is restricted or subject to forfeiture provisions as determined by the Committee in the Award Agreement.

“Restriction Period” means a period of time beginning as of the Grant Date of an Award of Restricted Stock or Restricted Stock Units and ending as of the date upon which the Common Stock subject to such Award is no longer restricted or subject to forfeiture provisions.

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“Stock Award” means an Award in the form of shares of Common Stock or Stock Units, including an award of Restricted Stock or Restricted Stock Units.

“Stock Based Awards Limitations” means the limitations set forth in Section 7.2(a) and Section 7.2(b) and 8.4(a) and (b) below.

“Stock Unit” means an unfunded and unsecured promise to deliver a share of Common Stock or a combination of Common Stock and Cash equal to the Fair Market Value of one share of Common Stock per Stock Unit on the date of vesting or settlement, as applicable, or as otherwise provided in the Award Agreement.

“Subsidiary” means in the case of a corporation, any corporation of which the Company directly or indirectly owns shares representing 50% or more of the combined voting power of the shares of all classes or series of capital stock of such corporation which have the right to vote generally on matters submitted to a vote of the stockholders of such corporation, in the case of a partnership or other business entity not organized as a corporation, any such business entity of which the Company directly or indirectly owns 50% or more of the voting, capital or profits interests (whether in the form of partnership interests, membership interests or otherwise), and any other corporation, partnership or other entity that is a “subsidiary” of the Company within the meaning of Rule 405 promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended; provided that with respect to Incentive Stock Options Subsidiary shall have the meaning given to such term in Code Section 424.

ARTICLE IV
ELIGIBILITY

SECTION 4.1 Employees. All Employees are eligible for the grant of Employee Awards under this Plan in the discretion of the Committee.

SECTION 4.2 Directors. Nonemployee Directors are eligible for the grant of Director Awards under this Plan in the discretion of the Board.

SECTION 4.3 Consultants. All Consultants are eligible for the grant of Consultant Awards under this Plan in the discretion of the Committee.

ARTICLE V
COMMON STOCK AVAILABLE FOR AWARDS

SECTION 5.1 Award Limitations. Subject to the provisions of ARTICLE XVI hereof, the maximum aggregate number of shares of Common Stock that may be issued pursuant to all Awards under the Plan is 468,500, all of which may be issued as Incentive Stock Options. The shares of Common Stock to be delivered under the Plan shall be made available from (a) authorized but unissued shares of Common Stock; (b) shares of Common Stock held in the treasury of the Company; or (c) previously issued shares of Common Stock reacquired by the Company, including Common Stock purchased on the open market.

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SECTION 5.2 Unissued Awards

(a) The number of shares of Common Stock that are the subject of Awards under this Plan that are forfeited or terminated, expire unexercised, are settled in cash in lieu of Common Stock or in a manner such that all or some of the shares covered by an Award are not issued to a Participant or are exchanged for Awards that do not involve Common Stock, shall again immediately become available for Awards hereunder. If the Grant Price or other purchase price of any Option or other Award granted under the Plan is satisfied by tendering or withholding shares of Common Stock to the Company to be issued under the Option, or if the tax withholding obligation resulting from the settlement of any such Option or other Award is satisfied by tendering or withholding shares of Common Stock to be issued under the Award or Option, only the number of shares of Common Stock issued net of the shares of Common Stock tendered or withheld shall be deemed delivered for purposes of determining usage of shares against the maximum number of shares of Common Stock available for delivery under the Plan or any sublimit set forth above.

(b) Shares of Common Stock delivered under the Plan as an Award or in settlement of an Award issued or made:

(i) upon the assumption, substitution, conversion or replacement of outstanding awards under a plan or arrangement of an entity acquired in a merger or other acquisition; or

(ii) as a post-transaction grant under such a plan or arrangement of an acquired entity shall, in each case, not reduce or be counted against the maximum number of shares of Common Stock available for delivery under the Plan, to the extent that the exemption for transactions in connection with mergers and acquisitions from the shareholder approval requirements of the NYSE American Stock Exchange for equity compensation plans applies.

(c) The Committee may from time to time adopt and observe such rules and procedures concerning the counting of shares against the Plan maximum or any sublimit as it may deem appropriate, including rules more restrictive than those set forth above to the extent necessary to satisfy the requirements of any national stock exchange on which the Common Stock is listed or any applicable regulatory requirement. The Board and the appropriate officers of the Company are authorized to take from time to time whatever actions are necessary, and to file any required documents with governmental authorities, stock exchanges and transaction reporting systems to ensure that shares of Common Stock are available for issuance pursuant to Awards.

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ARTICLE VI
ADMINISTRATION.

SECTION 6.1 Administration by the Committee.

(a) This Plan shall be administered by the Committee, except as otherwise provided herein. Subject to the provisions hereof, the Committee shall have full and exclusive power and authority to administer this Plan and to take all actions that are specifically contemplated hereby or are necessary or appropriate in connection with the administration hereof. In this regard, the Committee shall have full and exclusive power to (i) interpret the Plan and the Award Agreements thereunder, (ii) adopt, amend and rescind such rules, regulations and guidelines for carrying out the Plan, as it may deem necessary or proper; (iii) determine the Employees and Consultants to whom, and the time or times at which, Employee Awards and Consultant Awards shall be granted; (iv) determine the amount of cash and/or the number of shares of Common Stock, as applicable, that shall be the subject of each Employee Award or Consultant Award; (v) determine the terms and provisions of each Award Agreement (which need not be identical), including provisions defining or otherwise relating to (A) the term and the period or periods of Employee Awards and Consultant Awards and the extent of exercisability of Options, (B) the extent to which the transferability of Common Stock issued or transferred pursuant to any Employee Award or Consultant Award is restricted, (C) except as otherwise provided herein, the effect of termination of employment, or the service relationship with the Company, of a Participant on the Award, and (D) the effect of approved leaves of absences (consistent with any applicable regulations of the Internal Revenue Service); (vi) make determinations of Fair Market Value pursuant to the Plan; and (vii) make all other determinations, perform all other acts, and exercise all other powers and authority necessary or advisable for administering the Plan, including the delegation of those ministerial acts and responsibilities as the Committee deems appropriate. Subject to Rule 16b-3 under the Exchange Act and section 162(m) of the Code, the Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan, in any Employee Award or Consultant Award, or in any Award Agreement in the manner and to the extent it deems necessary or appropriate to carry the Plan into effect. Any decision of the Committee in the interpretation and administration of the Plan and the Award Agreements thereunder shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned.

(b) The Committee, in its discretion, may:

(i) provide for the extension of the exercisability of an Employee Award or Consultant Award,

(ii) accelerate the vesting or exercisability of an Employee Award or Consultant Award,

(iii) eliminate or make less restrictive any restrictions applicable to an Employee Award or Consultant Award,

(iv) waive any restriction or other provision of this Plan (insofar as such provision relates to Employee Awards or to Consultant Awards) or an Employee Award or Consultant Award,

(v) otherwise amend or modify an Employee Award or Consultant Award in any manner, or

(vi) correct any defect or supply any omission or reconcile any inconsistency in this Plan or in any Award in the manner and to the extent the Committee deems necessary or desirable to further the Plan purposes.

(i) not adverse to the Participant to whom such Employee Award or Consultant Award was granted or

(ii) consented to by such Participant.

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(d) Notwithstanding anything herein to the contrary, the Committee shall not be considered to have any discretion to amend or modify an Employee Award or Consultant Award in any manner that would cause the Award or the Participant who holds the Award to be subject to, or violate, the provisions of section 409A of the Code or Code Sections 422 or 424 with respect to such Award.

SECTION 6.2 Liability of the Committee. No member of the Committee shall be liable for anything done or omitted to be done by him or her, by any member of the Committee or by any officer of the Company in connection with the performance of any duties under this Plan, except for his or her own willful misconduct or as expressly provided by statute.

SECTION 6.3 Authority of the Board. The Board shall have the same powers, duties, and authority to administer the Plan with respect to Director Awards as the Committee retains with respect to Employee Awards and Consultant Awards.

SECTION 6.4 Delegation of Authority. The Committee may engage or authorize the engagement of a third party administrator to carry out administrative functions under the Plan.

ARTICLE VII
EMPLOYEE AWARDS AND CONSULTANT AWARDS

SECTION 7.1 Employee Awards. The Committee shall determine the type or types of Employee Awards to be made under this Plan and shall designate from time to time the Employees who are to be the recipients of such Awards. Each Employee Award may, in the discretion of the Committee, be embodied in an Employee Award Agreement, which shall contain such terms, conditions and limitations as shall be determined by the Committee in its sole discretion and, if required by the Committee, shall be signed by the Participant to whom the Employee Award is granted and signed for and on behalf of the Company. Employee Awards may consist of those Awards listed in this ARTICLE VII and may be granted singly, in combination or in tandem. Employee Awards may also be granted in combination or in tandem with, in replacement of (subject to the last sentence of ARTICLE XIV), or as alternatives to, grants or rights under this Plan or any other employee plan of the Company or any of its Subsidiaries, including the plan of any acquired entity. An Employee Award may provide for the grant or issuance of additional, replacement or alternative Employee Awards upon the occurrence of specified events, including the exercise of the original Employee Award granted to a Participant. All or part of an Employee Award may be subject to conditions established by the Committee, which may include, but are not limited to, continuous service with the Company and its Subsidiary. Upon the termination of employment by a Participant who is an Employee, any unexercised, deferred, unvested, or unpaid Employee Awards shall be treated as set forth in the applicable Employee Award Agreement or as otherwise specified by the Committee.

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(a) Options. An Employee Award may be in the form of an Option, which may be an Incentive Stock Option or a Nonqualified Stock Option. The Grant Price of an Option shall be not less than the Fair Market Value of the Common Stock subject to such Option on the Grant Date and no Incentive Stock Option granted to a Ten Percent Owner, within the meaning of Code Section 422, shall have an exercise price per share less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding the foregoing, an Option (whether an Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an exercise price lower than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another option in a manner qualifying under the provisions of Code Sections 409A and 424. The term of the Option shall extend no more than 10 years after the Grant Date. Options may not include provisions that Reload the Option upon exercise. Similarly, Options may not be repriced or otherwise modified in any way that would constitute a reduction in the Grant Price associated with such Options, except in connection with an event described in ARTICLE XVI. To the extent that Options designated as Incentive Stock Options (granted under all stock option plans of the Company or parent or Subsidiary as defined in Code Section 422, including the Plan) become exercisable by a Participant for the first time during any calendar year for Common Stock having an aggregate Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portion of such Option(s) which exceeds such amount shall be treated as Nonstatutory Stock Option(s). For purposes of this Section, Options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of Common Stock shall be determined as of the time the Option with respect to such Common Stock is granted. If the Code is amended to provide for a different limitation from that set forth in this Section such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section, the Company at the request of the Participant may designate which portion of such Option the Participant is exercising. In the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first granted. Separate certificates or book-entry records representing each such portion may be issued upon the exercise of the Option. Incentive Stock Option granted to a Ten Percent Owner, within the meaning of Code Section 422, shall not be exercisable after the expiration of five (5) years after the effective date of grant of such Option. Subject to the foregoing provisions, the terms, conditions and limitations applicable to any Options awarded to Employees pursuant to this Plan, including the Grant Price, the term of the Options, the number of shares subject to the Option and the date or dates upon which they become exercisable, shall be determined by the Committee.

(b) Stock Awards. An Employee Award may be in the form of a Stock Award. The terms, conditions and limitations applicable to any Stock Awards granted pursuant to the Plan shall be determined by the Committee, including Dividend Equivalents, subject to the limitations set forth below.

(c) Cash Awards. An Employee Award may be in the form of a Cash Award. The terms, conditions and limitations applicable to any Cash Awards granted pursuant to this Plan shall be determined by the Committee.

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SECTION 7.2 Limitations. Notwithstanding anything to the contrary contained in this Plan, the following limitations shall apply to any Employee Awards made hereunder:

(a) no Participant may be granted, during any calendar year, Employee Awards consisting of Options that are exercisable for more than 200,000 shares of Common Stock;

(b) no Participant may be granted, during any calendar year, Stock Awards covering or relating to more than 200,000 shares of Common Stock; and

SECTION 7.3 Consultant Awards. Subject to the limitations described in this ARTICLE VII, the Committee shall have the sole responsibility and authority to determine the type or types of Consultant Awards to be made under this Plan and the terms, conditions and limitations applicable to such Awards.

ARTICLE VIII
DIRECTOR AWARDS

SECTION 8.1 Grant of Director Awards. The Board may grant Director Awards to Nonemployee Directors of the Company from time to time in accordance with this ARTICLE VIII. Director Awards may consist of those Awards listed in this ARTICLE VIII and may be granted singly, in combination, or in tandem. Each Director Award may, in the discretion of the Board, be embodied in a Director Award Agreement, which shall contain such terms, conditions and limitations as shall be determined by the Board in its sole discretion and, if required by the Board, shall be signed by the Participant to whom the Director Award is granted and signed for and on behalf of the Company.

SECTION 8.2 Options. A Director Award may be in the form of an Option; provided that Options granted as Director Awards shall not be Incentive Stock Options. The Grant Price of an Option shall be not less than the Fair Market Value of the Common Stock subject to such Option on the Grant Date. In no event shall the term of the Option extend more than ten (10) years after the Grant Date. Options may not include provisions that Reload the Option upon exercise. Similarly, Options may not be repriced or otherwise modified in any way that would constitute a reduction in the Grant Price associated with such Options, except in connection with an event described in ARTICLE XVI. Subject to the foregoing provisions, the terms, conditions and limitations applicable to any Options awarded to Directors pursuant to this ARTICLE VIII, including the Grant Price, the term of the Options, the number of shares subject to the Option and the date or dates upon which they become exercisable, shall be determined by the Board.

SECTION 8.3 Stock Awards. A Director Award may be in the form of a Stock Award. Any terms, conditions and limitations applicable to any Stock Awards granted to a Nonemployee Director pursuant to the Plan, including but not limited to rights to Dividend Equivalents, shall be determined by the Board.

SECTION 8.4 Limitations. Notwithstanding anything to the contrary contained in this Plan the following limitations shall apply to any Director Awards made hereunder:

(a) no Participant may be granted, during any fiscal year, Director Awards consisting of Options that are exercisable for more than 10,000 shares of Common Stock and

(b) no Participant may be granted, during any fiscal year, Director Awards consisting of Stock Awards covering or relating to more than 10,000 shares of Common Stock.

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ARTICLE IX
CHANGE OF CONTROL

SECTION 9.1 Acceleration of Vesting. Except as provided in ARTICLE XVI, notwithstanding any other provisions of the Plan, including ARTICLE VII and ARTICLE VIII hereof, unless otherwise expressly provided in the applicable Award Agreement, in the event of a Change of Control during a Participant’s employment (or service as a Nonemployee Director or Consultant) with the Company or its Subsidiary, each Award granted under this Plan to the Participant shall become immediately vested and fully exercisable and any restrictions applicable to the Award shall lapse (regardless of the otherwise applicable vesting or exercise schedules or performance goals provided for under the Award Agreement).

SECTION 9.2 Exercise Period for Options. Subject to Section 16.2(c) in the event of a Change of Control, outstanding Options shall remain exercisable until:

(a) the expiration of the term of the Award or,

(b) if the Participant should die before the expiration of the term of the Award, until the earlier of:

(i) the expiration of the term of the Award or

(ii) two (2) years following the date of the Participant’s death.

ARTICLE X
NON-UNITED STATES PARTICIPANTS

The Committee may grant Awards to persons outside the United States under such terms and conditions as, in the judgment of the Committee, may be necessary or advisable to comply with the laws of the applicable foreign jurisdictions and, to that end, may establish sub-plans, modified option exercise procedures and other terms and procedures. Notwithstanding the above, no actions may be taken by the Committee, and no Awards shall be granted, that would violate the Exchange Act, the Code, any securities law, any governing statute, or any other applicable law.

ARTICLE XI
PAYMENT OF AWARDS

SECTION 11.1 General. Payment made to a Participant pursuant to an Award may be made in the form of cash or Common Stock, or a combination thereof.

SECTION 11.2 Dividends, Earnings and Interest. Rights to dividends or Dividend Equivalents may be extended to and made part of any Stock Award in an Award Agreement, subject to such terms, conditions and restrictions as the Committee may establish, including such terms, conditions and restrictions as may be necessary to ensure that the Stock Awards do not provide for the deferral of compensation within the meaning of section 409A of the Code.

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ARTICLE XII
OPTION EXERCISE

SECTION 12.1 Exercise in General. The Grant Price shall be paid in full at the time of exercise in cash or, if permitted by the Committee and elected by the Participant, the Participant may purchase such shares by means of tendering Common Stock valued at Fair Market Value on the date of exercise, or the Committee may provide for procedures to permit the exercise or purchase of such Awards by broker assisted cashless exercise or withhold shares of Common Stock issuable pursuant to an Award, a net exercise or any combination of the foregoing. The Committee may adopt additional rules and procedures regarding the exercise of Options from time to time, provided that such rules and procedures are not inconsistent with the provisions of this ARTICLE XII.

ARTICLE XIII
TAXES

All Awards are subject to, and the Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of the Plan or an Award hereunder and all Awards are subject to the Company’s right hereunder.

With respect to tax withholding required upon the exercise of Options, upon the lapse of restrictions on Restricted Stock, or upon any other taxable event arising as a result of any Awards, the Committee in its discretion, may elect or permit the Participant to elect to satisfy the withholding requirement, in whole or in part, by having the Company withhold shares of Common Stock having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be imposed on the transaction (or, in the discretion of the Committee, such higher statutory total tax as may be permitted under applicable accounting standards that would not result in an Award otherwise classified as an equity award under ASC Topic 718 to be classified as a liability award under ASC Topic 718 as a result of withholding shares of Stock having a Fair Market Value in excess of the minimum statutory withholding requirement).

All such elections shall be subject to any restrictions or limitations that the Committee, in its discretion, deems appropriate, including requiring the Participant to pay cash to satisfy an obligation that would otherwise be satisfied by withholding a fraction of a share of Stock.

ARTICLE XIV
AMENDMENT, MODIFICATION, SUSPENSION, OR TERMINATION OF THE PLAN

SECTION 14.1 In General. The Board may amend, modify, suspend, or terminate this Plan for the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law, except that:

(a) no amendment or alteration that would adversely affect the rights of any Participant under any Award previously granted to such Participant shall be made without the consent of such Participant, and

(b) no amendment or alteration shall be effective prior to its approval by the stockholders of the Company to the extent such approval is required by applicable legal requirements, the Code or the applicable requirements of the securities exchange on which the Company’s Common Stock is listed.

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SECTION 14.2 Exceptions. Notwithstanding anything herein to the contrary, Options issued under the Plan will not be repriced, replaced, or regranted through cancellation or by decreasing the exercise price of a previously granted Option except as expressly provided by the adjustment provisions of ARTICLE XVI.

ARTICLE XV
ASSIGNABILITY

Unless otherwise determined by the Committee and provided in the Award Agreement or the terms of the Award, no Award or any other benefit under this Plan shall be assignable or otherwise transferable except by will, by beneficiary designation, or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder. Incentive Stock Options may only be transferable by will or the laws of descent and distribution. In the event that a beneficiary designation conflicts with an assignment by will or the laws of descent and distribution, the beneficiary designation will prevail. The Committee may prescribe and include in applicable Award Agreements or the terms of the Award other restrictions on transfer. Any attempted assignment of an Award or any other benefit under this Plan in violation of this ARTICLE XV shall be null and void.

ARTICLE XVI
ADJUSTMENTS

SECTION 16.1 Adjustments in General. In the event of any stock dividend or extraordinary cash dividend, stock split, reverse stock split, recapitalization, combination, reclassification or similar change in the capital structure of the Company, appropriate adjustments shall be made in the number and class of shares of Common Stock subject to the Plan and to any outstanding Awards, and in the exercise price per share of any outstanding Awards and with respect to Options, if applicable, in accordance with Code Sections 409A and 424. If a majority of the shares, which are of the same class as the shares that are subject to outstanding Awards, are exchanged for, converted into, or otherwise become (whether or not pursuant to a change in control) shares of another company (the “New Shares”), the Committee may, in its sole discretion, unilaterally amend the outstanding Awards to provide that such Awards are exercisable for New Shares. In the event of any such amendment, the number of shares subject to, and the exercise price per share of, the outstanding Awards shall be adjusted in a fair and equitable manner as determined by the Committee, in its discretion, and with respect to Options in accordance with Code Sections 409A and 424 and the regulations thereunder. Notwithstanding the foregoing, any fractional share resulting from an adjustment pursuant to this Section 16.1 shall be rounded down to the nearest whole number, and in no event may the exercise price of any Award be decreased to an amount less than the par value, if any, of the stock subject to the Award. The adjustments determined by the Committee pursuant to this Section 16.1 shall be final, binding and conclusive.

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SECTION 16.2 Adjustments on a Change in Control.

If a Change in Control occurs, except a Change in Control solely on account of Item (ii) of the definition of Change in Control, then the Committee, in its sole discretion, shall have the power and right to (but subject to any accelerated vesting specified in an Award Agreement):

(a) cancel, effective immediately prior to the occurrence of the Change in Control, each outstanding Option with an exercise price that is greater than the value of the consideration that would be received if such Option were exercised immediately prior to the occurrence of the Change in Control for no consideration;

(b) cancel, effective immediately prior to the occurrence of the Change in Control, an outstanding Award (whether or not then exercisable) in exchange for a cash payment equal to:

(i) with respect to Options that currently have an exercise price less than the value of the consideration that would be received immediately prior to the Change in Control if such Option were exercised immediately prior to the occurrence of the Change in Control, the excess of the value of such consideration over the exercise price;

(ii) with respect to Restricted Stock, Restricted Stock Units and other Stock Award (that would otherwise be settled in shares of Stock) for each share of Common Stock covered by the Award, the value of consideration received by stockholders for each share of Common Stock as a result of the Change in Control; and

(iii) with respect to Cash Awards, the cash value of such Cash Awards as a result of the Change in Control; provided, however, this subsection shall be inapplicable to an Award granted within six (6) months before the occurrence of the Change in Control but only if the Participant is an Insider and such disposition is not exempt under Rule 16b-3 (or other rules preventing liability of the insider under Section 16(b) of the Exchange Act) and, in that event, the provisions hereof shall be applicable to such Award after the expiration of six (6) months from the date of grant; or

(c) provide for the exchange or substitution of each Award outstanding immediately prior to such Change in Control (whether or not then exercisable) for another award with respect to the stock or other property for which such Award is exchangeable and, incident thereto, make an equitable adjustment as determined by the Committee, in its discretion, in the exercise price of the Award, if any, or in the number of shares of stock or amount of property (including cash) subject to the Award; or

(d) provide for assumption of the Plan and such outstanding Awards by the surviving entity or its parent.

The Committee, in its discretion, shall have the authority to take whatever action it deems to be necessary or appropriate to effectuate the provisions of this Section 16.2 in accordance with applicable law and the Code including Code Sections 409A, 83, 422 and 424.

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ARTICLE XVII
RESTRICTIONS

No Common Stock or other form of payment shall be issued with respect to any Award unless the Company shall be satisfied based on the advice of its counsel that such issuance will be in compliance with applicable federal and state securities laws. Certificates evidencing shares of Common Stock delivered under this Plan (to the extent that such shares are so evidenced) may be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or transaction reporting system upon which the Common Stock is then listed or to which it is admitted for quotation and any applicable federal or state securities law. The Committee may cause a legend or legends to be placed upon such certificates (if any) to make appropriate reference to such restrictions.

ARTICLE XVIII
UNFUNDED PLAN

This Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Participants under this Plan, any such accounts shall be used merely as a bookkeeping convenience, including bookkeeping accounts established by a third party administrator retained by the Company to administer the Plan. The Company shall not be required to segregate any assets for purposes of this Plan or Awards hereunder, nor shall the Company, the Board or the Committee be deemed to be a trustee of any benefit to be granted under this Plan. Any liability or obligation of the Company to any Participant with respect to an Award under this Plan shall be based solely upon any contractual obligations that may be created by this Plan and any Award Agreement or the terms of the Award, and no such liability or obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. Neither the Company nor the Board nor the Committee shall be required to give any security or bond for the performance of any obligation that may be created by this Plan.

ARTICLE XIX
RIGHT TO EMPLOYMENT

Nothing in the Plan or an Award Agreement shall interfere with or limit in any way the right of the Company or its Subsidiaries to terminate any Participant’s employment or other service relationship at any time, or confer upon any Participant any right to continue in the capacity in which he or she is employed or otherwise serves the Company or its Subsidiaries.

ARTICLE XX
SUCCESSORS

All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

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ARTICLE XXI
GOVERNING LAW

This Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by mandatory provisions of the Code or the securities laws of the United States, shall be governed by and construed in accordance with the laws of the State of Colorado.

ARTICLE XXII
HEADINGS AND USAGE

The headings in the Plan are inserted for convenience of reference only and shall not affect the meaning or interpretation of the Plan. Words used in the Plan in singular shall include the plural and vice versa, and words of one gender shall be construed to include the other gender and the neuter, in each case as the context requires.

ARTICLE XXIII
SEVERABILITY

If any provision of the Plan is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and the Plan shall be construed and enforced as if the illegal or invalid provision had never been included herein. If any of the terms or provisions of the Plan or any Award Agreement conflict with the requirements of Rule 16b-3 under the Exchange Act (as those terms or provisions are applied to Participants who are subject to section 16(b) of the Exchange Act) or section 422 of the Code (with respect to Incentive Stock Options), then those conflicting terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of Rule 16b-3 (unless the Board or the Committee, as appropriate, has expressly determined that the Plan or such Award should not comply with Rule 16b-3) or section 422 of the Code. With respect to Incentive Stock Options, if the Plan does not contain any provision required to be included herein under section 422 of the Code, that provision shall be deemed to be incorporated herein with the same force and effect as if that provision had been set out at length herein; provided that, to the extent any Option that is intended to qualify as an Incentive Stock Option cannot so qualify, that Option (to the extent) shall be deemed as a Nonqualified Stock Option not subject to section 422 of the Code for all purposes of the Plan.

ARTICLE XXIV
CLAWBACK

Notwithstanding any other provisions in the Plan, any Award shall be subject to recovery or clawback by the Company under any clawback policy adopted by the Company whether before or after the date of grant of the Award.

ARTICLE XXV
SECTION 409A

Awards made under the Plan are intended to comply with or be exempt from section 409A of the Code, and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner consistent with such intent.

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To the extent that any Award is deferred compensation subject to Code Section 409A, as determined by the Committee, the Award Agreement shall comply with the requirements of Code Section 409A in a manner as determined by the Committee in its sole discretion, including, without limitation, using applicable definitions from Code Section 409A, such as a more restrictive definition of Change in Control to comply with Code Section 409A to the extent that it is more restrictive than as defined in the Plan, using the more restrictive definition of Disability as provided in Code Section 409A and specifying a time and form of payment schedule. In addition, if any Award constitutes deferred compensation under Code Section 409A (a “Section 409A Plan”), then the Award shall be subject to the following requirements, if and to the extent required to comply with Code Section 409A and as determined by the Committee and specified in the Award Agreement:

Payments under the Section 409A Plan may not be made earlier than (i) the Participant’s separation from service, (ii) the date of the Participant’s Disability, (iii) the Participant’s death, (iv) a specified time (or pursuant to a fixed schedule) specified in the Award Agreement at the date of the deferral of such compensation, (v) a change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation, or (vi) the occurrence of an unforeseeable emergency;

The time or schedule for any payment of the deferred compensation may not be accelerated, except to the extent provided in applicable Treasury Regulations or other applicable guidance issued by the Internal Revenue Service;

Elections with respect to the deferral of such compensation or the time and form of distribution of such deferred compensation shall comply with the requirements of Code Section 409A(a)(4); and

In the case of any Participant who is a specified employee, a distribution on account of a separation from service may not be made before the date which is six (6) months after the date of the Participant’s separation from service (or, if earlier, the date of the Participant’s death).

For purposes of the foregoing, the terms “separation from service” and “specified employee”, all shall be defined in the same manner as those terms are defined for purposes of Code Section 409A, and the limitations set forth herein shall be applied in such manner (and only to the extent) as shall be necessary to comply with any requirements of Code Section 409A that are applicable to the Award as determined by the Committee.

If an Award is subject to Code Section 409A, as determined by the Committee, the Committee may interpret or amend any Award to comply with Code Section 409A without a Participant’s consent even if such amendment would have an adverse effect on a Participant’s Award. With respect to an Award that is subject to Code Section 409A, the Board may amend or interpret the Plan as it deems necessary to comply with Code Section 409A, including, without limitation, limiting the Committee’s or Company’s discretion with respect to an Award that constitutes deferred compensation to the extent it would violate Code Section 409A, and no Participant consent shall be required even if such an amendment would have an adverse effect on a Participant’s Award.

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Notwithstanding anything herein, neither Company nor any Subsidiary, the Committee, or the Board (nor their respective owners, directors, officers, employees, agents, and representatives) are responsible for or hereby represents or warrants to any Participant (or any other Person) the tax consequences to the Participant (or any other Person) of any payments or benefits provided to Participant hereunder (including with respect to any excise taxes applicable under Section 409A of the Code). Executive shall be solely responsible for all tax consequences to him with respect to any Award including under Code Sections 409A, 422, 424, and 83.

ARTICLE XXVI
EFFECTIVENESS AND TERM

The Plan, approved by the Board on July 21, 2026, will be submitted to the stockholders of the Company for approval at the 2026 Annual Meeting of the Stockholders and, if approved, shall be effective as of the date first written above. The Plan shall continue in effect for a term of ten (10) years commencing on the effective date and no Award shall be made under the Plan ten years or more after such date. Any outstanding Awards shall remain in effect until they have been exercised or have expired.

ARTICLE XXVII
Restricted Stock

Restricted Stock shall be awarded for no additional consideration or such additional consideration as the Committee may determine, which consideration may be equal to or more than the Fair Market Value of the shares of Restricted Stock on the grant date. The terms and conditions of each grant of Restricted Stock shall be evidenced by an Award Agreement.

Unless otherwise specified in the Participant’s Award Agreement, each Restricted Stock Award shall constitute an immediate transfer of the record and beneficial ownership of the shares of Restricted Stock to the Participant in consideration of the performance of services as an Employee, Consultant or Non-Employee Director, as applicable, entitling such Participant to all voting, dividend and other ownership rights in such shares of Common Stock.

As specified in the Award Agreement, a Restricted Stock Award may limit the Participant’s dividend and voting rights during the Restriction Period in which the shares of Restricted Stock are subject to a “substantial risk of forfeiture” (within the meaning given to such term under Code Section 83) and restrictions on transfer. In the Award Agreement, the Committee may apply any restrictions to the dividends that the Committee deems appropriate.

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Shares awarded pursuant to a grant of Restricted Stock may be issued in the name of the Participant in book-entry or other uncertificated form and may be held or administered by the Company, the Committee or their delegates, or in trust or escrow pursuant to an agreement satisfactory to the Committee, until such time as the restrictions on transfer have expired. The Company may place legends, book-entry notations and/or stop-transfer instructions on such shares and may require the Participant to execute such other documents as the Committee determines appropriate to evidence or enforce the applicable restrictions. If the Committee determines that certificated issuance is necessary or advisable, the Company may issue one or more stock certificates registered in the name of the Participant and may require that such certificates be accompanied by a stock power endorsed in blank. All such terms and conditions shall be set forth in the particular Participant’s Award Agreement.

(a) Forfeiture of Restricted Stock. Restricted Stock awarded to a Participant may be subject to the following restrictions until the expiration of the Restriction Period: (i) a restriction that constitutes a “substantial risk of forfeiture” (as defined in Code Section 83), or a restriction on transferability; (ii) unless otherwise specified by the Committee in the Award Agreement, the Restricted Stock that is subject to restrictions which are not satisfied shall be forfeited and all rights of the Participant to such shares shall terminate; and (iii) any other restrictions that the Committee determines in advance are appropriate, including, without limitation, rights of repurchase or first refusal in the Company or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture in the hands of any transferee. Any such restrictions shall be set forth in the particular Participant’s Award Agreement.

(b) Evidence of Shares. Reasonably promptly after the date of grant with respect to shares of Restricted Stock, the Company shall cause such shares to be issued in book-entry or other uncertificated form in the name of the Participant, subject to the forfeiture provisions, transfer restrictions, legends, stop-transfer instructions and other requirements determined by the Committee. The Company shall not be required to issue a stock certificate with respect to any shares issued under the Plan, although it may do so if the Committee determines that certificated issuance is necessary or advisable.

(c) Vesting. The Award Agreement shall specify the vesting schedule for the Award of Restricted Stock. The Committee, in its discretion may condition vesting on the satisfaction of performance goals.

(d) Removal of Restrictions. The Committee, in its discretion, shall have the authority to remove any or all of the restrictions on the Restricted Stock if it determines that, by reason of a change in applicable law or another change in circumstance arising after the grant date of the Restricted Stock, such action is appropriate.

Subject to withholding taxes under Article XIII and to the terms of the Award Agreement, shares of common stock shall be delivered to the Participant or other appropriate recipient free of restrictions.

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