The Company does not currently maintain an active stock option plan that is available for issuing new options. As of December 31, 2020, all options are fully vested and the Company will not incur any further expense related to options.





	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Intrinsic Value (in thousands)
Outstanding, January 1, 2024	342,260	$	13.17	2.6	years
Granted	—	—		—
Forfeited/ Expired	—	—		—
Exercised	(42,000)	11.00		—
Outstanding, March 31, 2024	300,260	13.47		2.6	years	$	3,161
Vested and Exercisable, March 31, 2024	300,260	$	13.47	2.6	years	$	3,161

As noted above, there was no compensation cost attributable to the options for the three months ended March 31, 2024 or for the three months ended March 31, 2023 as all options had been fully expensed as of December 31, 2020. The fair value of all awards outstanding as of March 31, 2024 and December 31, 2023 was $3.2 million and $4.7 million, respectively. No cash was received for options exercised in the three months ended March 31, 2024 or for the three months ended March 31, 2023.

The Amalgamated Financial Corp. 2021 Equity Incentive Plan (the “Equity Plan”) provides for the grant of stock-based incentive awards to employees and directors of the Company. The number of shares of common stock of the Company available for stock-based awards in the Equity Plan is 1,300,000 of which 1,046,692 shares were available for issuance as of March 31, 2024.

Restricted stock units ("RSUs") represent an obligation to deliver shares to an employee or director at a future date if certain vesting conditions are met. RSUs are subject to a time-based vesting schedule, the satisfaction of performance conditions, or the satisfaction of market conditions, and are settled in shares of the Company’s common stock. RSUs do not provide dividend equivalent rights from the date of grant and do not provide voting rights. RSUs accrue dividends based on dividends paid on common shares, but those dividends are paid in cash upon satisfaction of the specified vesting requirements on the underlying RSU.


	Shares	Grant Date Fair Value
Unvested, January 1, 2024	291,762	$	19.48
Awarded	106,235	23.20
Forfeited/Expired	—	—
Vested	(63,622)	20.22
Unvested, March 31, 2024	334,375	$	20.52

During the three months ended March 31, 2024, the Company granted 36,737 performance-based RSUs at a fair value of $23.20 per share, respectively which vest subject to the achievement of the Company’s corporate goal for the three-year period from January 1, 2024 to December 31, 2026. The corporate goal is based on the Company achieving a target increase in Tangible Book Value, adjusted for certain factors. The minimum and maximum awards that are achievable are 0 and 55,106 shares, respectively.

During the three months ended March 31, 2024, the Company granted 38,385 market-based RSUs at a fair value of $22.21 per share which vest subject to the Bank’s relative total shareholder return compared to a group of peer banks over a three-year period from March 1, 2024 to February 28, 2027. The minimum and maximum awards that are achievable are 0 and 57,578 shares, respectively.

During the three months ended March 31, 2024, the Company granted 4,423 shares at a fair value of $14.97 per share, respectively, related to the vesting of performance-based RSUs to satisfy the achievement of corporate goals above target. Compensation expense attributable to the vesting of these shares was $66 thousand.

Of the 516,003 unvested RSUs and PSUs on March 31, 2024, the minimum units that will vest, solely due to a service test, are 334,375. The maximum units that will vest, assuming the highest payout on performance and market-based units, are 606,817.

Compensation expense attributable to RSUs and PSUs was $1.0 million for the three months ended March 31, 2024, and $0.9 million for the three months ended March 31, 2023. The company recorded an expense of $0.1 million and $0.1 million attributable to RSUs granted to directors for the three months ended March 31, 2024 and March 31, 2023, respectively. As of March 31, 2024, there was $11.9 million of total unrecognized compensation cost related to the non-vested RSUs and PSUs granted. This expense may increase or decrease depending on the expected number of performance-based shares to be issued. This expense is expected to be recognized over 1.4 years.

On April 28, 2021, the Company's stockholders approved the Amalgamated Financial Corp. Employee Stock Purchase Plan (the "ESPP") which was implemented on March 2, 2022. The aggregate number of shares of common stock that may be purchased and issued under the ESPP will not exceed 500,000 of previously authorized shares. Under the terms of the ESPP, employees may authorize the withholding of up to 15% of their eligible compensation to purchase the Company's shares of common stock, not to exceed $25,000 of the fair market value of such common stock for any calendar year. The purchase price per shares acquired under the ESPP will never be less than 85% of the fair market value of the Company's common stock on the last day of the offering period. The Company's Board of Directors in its discretion may terminate the ESPP at any time with respect to any shares for which options have not been granted.

The Compensation Committee of the Board of Directors (the "Committee") has the right to amend the ESPP without the approval of our stockholders; provided, that no such change may impair the rights of a participant with respect to any outstanding offering period without the consent of such participant, other than a change determined by the Committee to be necessary to comply with applicable law. A participant may not dispose of shares acquired under the ESPP until six months following the grant date of such shares, or any earlier date as of which the Committee has determined that the participant would qualify for a hardship distribution from the Company’s 401(k) Plan. Accordingly, the fair value award associated with their discounted purchase price is expensed at the time of purchase. The below following summarizes the shares purchased under the ESPP since the inception of the plan:


			Number of Shares
Shares available for purchase at December 31, 2023			424,848
Purchases during the three months ended:
March 31, 2024			(10,175)

Remaining shares available for purchase at March 31, 2024			414,673

The expense related to the discount on purchased shares for the three months ended March 31, 2024 and March 31, 2023 was $37 thousand and $58 thousand, respectively, and is recorded within compensation and employee benefits expense on the Consolidated Statements of Income.