In 2012, the Company’s shareholders approved the AMERISAFE 2012 Equity and Incentive Compensation Plan (the 2012 Incentive Plan). The 2012 Incentive Plan is administered by the Compensation Committee of the Board and is designed to attract, retain and motivate non-employee directors, officers, key employees and consultants by providing incentives for superior performance. The 2012 Incentive Plan authorizes the grant of equity-based compensation in the form of option rights, appreciation rights, restricted shares, restricted stock units, cash incentive awards, performance shares and units, and other types of awards. In connection with the approval of the 2022 Equity and Incentive Compensation Plan (the 2022 Incentive Plan) by the Company’s shareholders, no further grants other than performance based grants awarded prior to the 2022 Incentive Plan will be made under the 2012 Incentive Plan. All grants made under the 2012 Incentive Plan will continue in effect, subject to the terms and conditions of the 2012 Incentive Plan.

In 2025, 19,737 shares of common stock were issued to executive officers pursuant to vested performance awards under the 2012 Incentive Plan. In 2024, 12,993 shares of common stock were issued to executive officers pursuant to vested performance awards under the 2012 Incentive Plan. In 2023, 18,561 shares of common stock were issued to executive officers pursuant to vested performance awards under the 2012 Incentive Plan.

The following table summarizes information about the common and restricted stock activity under the 2012 Incentive Plan:


	Shares			Weighted Average Grant Date Fair Value per Share
Nonvested balance at January 1, 2023		10,531			60.92
Granted		18,561			52.35
Vested		(21,887	)		53.65
Forfeited		(5,900	)		50.97
Nonvested balance at December 31, 2023		1,305			55.18
Granted		12,993			43.14
Vested		(13,661	)		44.11
Forfeited		—			—
Nonvested balance at December 31, 2024		637			47.07
Granted		19,737			47.19
Vested		(19,949	)		47.18
Forfeited		—			—
Nonvested balance at December 31, 2025		425			47.07

The Company recognized compensation expense of $10,000 and $79,000 in 2025 and 2024, respectively, and a forfeiture benefit of $43,000 in 2023 related to share-based grants. The Company recognized a forfeiture benefit of $13,000 in 2025,

compensation expense of $712,000 in 2024, and a forfeiture benefit of $223,000 in 2023 related to long-term incentive performance awards under the 2012 Incentive Plan. The long-term incentive performance award is a liability award.

In 2022, the Company’s shareholders approved the AMERISAFE 2022 Equity and Incentive Compensation Plan (the 2022 Incentive Plan). The 2022 Incentive Plan is administered by the Compensation Committee of the Board and is designed to attract, retain and motivate non-employee directors, officers, key employees and consultants by providing incentives for superior performance. The 2022 Incentive Plan authorizes the grant of equity-based compensation in the form of option rights, appreciation rights, restricted shares, restricted stock units, cash incentive awards, performance shares and units, and other types of awards. A maximum of 500,000 shares of common stock may be issued or transferred under the 2022 Incentive Plan.

In 2025, 11,452 shares of restricted stock and 11,177 restricted stock units were granted under the 2022 Incentive Plan, while 18,922 restricted stock units were forfeited. The restricted stock and restricted stock units will vest through 2028. At December 31, 2025, there were 437,508 shares of common stock available for future awards under the 2022 Incentive Plan.

The following table summarizes information about the restricted stock activity under the 2022 Incentive Plan:


	Shares			Weighted Average Grant Date Fair Value per Share
Nonvested balance at January 1, 2023		2,098			47.65
Granted		—			—
Vested		(419	)		47.65
Forfeited		—			—
Nonvested balance at December 31, 2023		1,679			47.65
Granted		—			—
Vested		(420	)		47.65
Forfeited		—			—
Nonvested balance at December 31, 2024		1,259			47.65
Granted		11,452			45.84
Vested		(419	)		47.65
Forfeited		—			—
Nonvested balance at December 31, 2025		12,292			45.96

The following table summarizes information about the restricted stock unit activity under the 2022 Incentive Plan:


	Shares			Weighted Average Grant Date Fair Value per Share
Nonvested balance at January 1, 2023		22,826			48.19
Granted		33,369			52.61
Vested		(7,989	)		48.19
Forfeited		(987	)		51.26
Nonvested balance at December 31, 2023		47,219			51.19
Granted		10,384			52.19
Vested		(6,148	)		50.01
Forfeited		—			—
Nonvested balance at December 31, 2024		51,455			51.54
Granted		11,177			52.16
Vested		(7,894	)		50.03
Forfeited		(18,922	)		40.08
Nonvested balance at December 31, 2025		35,816			52.68

The Company recognized compensation expense of $921,000, $832,000 and $559,000 in 2025, 2024, and 2023, respectively, related to share-based grants under the 2022 Incentive Plan. The Company recognized compensation expense of $1,761,000, $789,000, and $780,000 in 2025, 2024, and 2023, respectively, related to long-term incentive performance awards under the 2022 Incentive Plan. The long-term incentive performance award is a liability award.

The AMERISAFE Non-Employee Director Restricted Stock Plan (the Restricted Stock Plan) is administered by the Compensation Committee of the Board and provides for the automatic grant of restricted stock awards to non-employee directors of the Company. Awards to non-employee directors are generally subject to terms including non-transferability and, forfeiture of unvested shares upon termination of service by a director; provided, however, that unvested shares shall immediately vest upon the death or total disability of a director, and upon a change of control of the Company. The maximum number of shares of common stock that may be issued pursuant to restricted stock awards under the Restricted Stock Plan is 113,668 shares, subject to the authority of the Board to adjust this amount in the event of a merger, consolidation, reorganization, stock split, combination of shares, recapitalization or similar transaction affecting the common stock. At December 31, 2025, there were 59,512 shares of common stock available for future awards under the Restricted Stock Plan.

Under the Restricted Stock Plan, each non-employee director is automatically granted a restricted stock award for a number of shares equal to Board approved equity target value divided by the closing price of the Company’s common stock on the date of the annual meeting of shareholders at which the non-employee director is elected or is continuing as a member of the Board. The equity target value may not exceed $200,000 without shareholder approval and was $75,000 in 2025. Each restricted stock award vests on the date of the next annual meeting of shareholders following the date of grant, subject to the continued service of the non-employee director.

As of December 31, 2025, there were no shares of restricted stock outstanding under the Non-Employee Director Restricted Stock Plan.

The following table summarizes information about the restricted stock activity under the Non-Employee Director Restricted Stock Plan:


	Shares			Weighted Average Grant Date Fair Value per Share
Nonvested balance at January 1, 2023		11,888			50.47
Granted		9,856			53.26
Vested		(10,402	)		50.47
Forfeited		(1,486	)		55.08
Nonvested balance at December 31, 2023		9,856			53.26
Granted		12,110			43.33
Vested		(9,856	)		53.26
Forfeited		—			—
Nonvested balance at December 31, 2024		12,110			43.33
Granted		—			—
Vested		(12,110	)		43.33
Forfeited		—			—
Nonvested balance at December 31, 2025		—			—

The Company recognized compensation expense of $227,000, $527,000, and $484,000 in 2025, 2024, and 2023, respectively, related to the Non-Employee Director Restricted Stock Plan.