Stock-Based Compensation

12 Months Ended

Dec. 31, 2025

The Company provides stock-based compensation to key employees in the form of restricted stock awards (RSAs) and stock-based performance bonuses. The Company’s restricted stock plan is designed to attract, retain, and reward employees while aligning the interest of the employees with the success of the Company. Awards are determined by the Company’s Human Resources Committee of the Board of Directors. The Restricted Stock Plan was amended on October 9, 2025 and replaced with the Central Bancompany, Inc. 2025 Equity Incentive Plan. At December 31, 2025, 2,500,000 shares of common stock remained available for issuance under the plan.

Restricted stock awards represent a grant of shares of common stock that vests over a specified period, subject to the satisfaction of service conditions. The vesting period for RSAs awarded by the Company is generally 3 or 5 years, but vesting terms may vary in accordance with the specific provisions of the individual award agreements. There are restrictions as to the transferability, sale, pledging, or assigning, among others, prior to the vesting period. Dividend rights are received upon grant of the restricted stock awards but are paid upon vesting.

The fair value of RSAs is determined based on the weighted average selling price of the Company's common stock during a specified period that is within 30 days before or 30 days after the applicable determination date, as determined by the Board of Directors in its sole discretion. Compensation expense is recognized over the vesting period of the awards, based on the fair value at grant date.

The following represents a summary of changes in the Company’s nonvested restricted stock shares as of December 31, 2025.


	Shares	Weighted average grant date fair value
Nonvested at January 1, 2024	294,450	$	12.94
Granted	295,950	13.08
Vested	(91,750)	12.69
Forfeited	(2,200)	13.11
Nonvested at December 31, 2024	496,450	13.07
Granted	325,500	13.53
Vested	(146,600)	12.98
Forfeited	(73,050)	13.32
Nonvested at December 31, 2025	602,300	$	13.31

The Company also awards stock bonuses to specified employees. Stock bonuses are granted at the discretion of the Company's Board of Directors. The fair value of stock bonuses is recognized as compensation expense on the date the award is granted as these shares are unrestricted and not subject to a future service requirement.

For the years ended December 31, 2025 and 2024, the total stock-based compensation expense recognized for restricted stock awards and stock bonuses was $3.1 million and $3.5 million, respectively. This expense is calculated on the graded vesting method and is included in salaries and employee benefits. The fair value of restricted shares vested totaled $2.0 million and $1.2 million during the years ended December 31, 2025 and 2024, respectively. The unrecognized compensation cost of nonvested restricted stock totaled $3.5 million at December 31, 2025. The Company expects to recognize compensation expense of $1.9 million in 2026, $1.0 million in 2027, $0.4 million in 2028, $0.2 million in 2029, and $19.1 thousand in 2030 on the nonvested shares of restricted stock.