On May 25, 2023, the shareholders of the Company adopted the BancFirst Corporation 2023 Restricted Stock Unit Plan (the "RSU Plan"). The RSU Plan was effective as of June 1, 2023 and for a period of ten years thereafter. The RSU Plan will continue in effect after such ten-year period until all matters relating to the payment of awards and administration of the RSU Plan have been settled. At December 31, 2023 there were 467,925 shares available for future grants. The restricted stock units ("RSU's") vest beginning two years from the date of grant at the rate of 20% per year for five years. The RSUs are settled and distributed as of each vesting date. The fair value of each RSU granted is equal to the market price of the Company’s stock at the date of grant.

The following table is a summary of the activity under the Company's RSU plan.



			Wgtd. Avg.
	Restricted		Grant Date
	Stock Units		Fair Value
Year Ended December 31, 2023
Nonvested at December 31, 2022		—
Granted		32,075	$	87.23
Nonvested at December 31, 2023		32,075

The Company has had the BancFirst Corporation Directors’ Deferred Stock Compensation Plan (the “Deferred Stock Compensation Plan”) since May 1999. As of December 31, 2023, there are 18,186 shares available for future issuance under the Deferred Stock Compensation Plan. The Deferred Stock Compensation Plan will terminate on December 31, 2024, if not extended. Under the plan, directors and members of the community advisory boards of the Company and its subsidiaries may defer up to 100% of their board fees. They are credited for each deferral with a number of stock units based on the current market price of the Company’s stock, which

accumulate in an account until such time as the director or community board member terminates serving as a board member. Shares of common stock of the Company are then distributed to the terminating director or community board member based upon the number of stock units accumulated in his or her account. There were 18,136 and 30,982 shares of common stock distributed from the Deferred Stock Compensation Plan during the years ended December 31, 2023 and 2022, respectively.

The Company had the BancFirst Corporation Stock Option Plan (the “Employee Plan”), which was terminated on June 1, 2023. The remaining options will continue to vest and are exercisable beginning four years from the date of grant at the rate of 25% per year for four years, and expire no later than the end of fifteen years from the date of grant.

The Company had the BancFirst Corporation Non-Employee Directors’ Stock Option Plan (the “Non-Employee Directors’ Plan”), which was terminated on June 1, 2023. The remaining options will continue to vest and are exercisable beginning one year from the date of grant at the rate of 25% per year for four years, and expire no later than the end of fifteen years from the date of grant.

The following table is a summary of the activity under both the Employee Plan and the Non-Employee Directors’ Plan:


						Wgtd. Avg.
				Wgtd. Avg.		Remaining	Aggregate
				Exercise		Contractual	Intrinsic
	Options			Price		Term	Value
	(Dollars in thousands, except option data)
Year Ended December 31, 2023
Outstanding at December 31, 2022		1,310,290		$	52.51
Options exercised		(60,024	)		34.83
Options canceled, forfeited, or expired		(8,875	)		86.42
Outstanding at December 31, 2023		1,241,391			53.12	9.70Yrs	$	54,882
Exercisable at December 31, 2023		524,016			34.53	6.39Yrs	$	32,908

Year Ended December 31, 2022
Outstanding at December 31, 2021		1,303,250		$	40.90
Options granted		278,500			87.13
Options exercised		(241,460	)		28.06
Options canceled, forfeited, or expired		(30,000	)		66.31
Outstanding at December 31, 2022		1,310,290			52.51	8.73Yrs	$	46,741
Exercisable at December 31, 2022		489,540			30.82	6.80Yrs	$	28,082

The following table has additional information regarding options exercised under both the Employee Plan and the Non-Employee Directors’ Plan:


	Year Ended December 31,
	2023		2022		2021
	(Dollars in thousands)
Total intrinsic value of options exercised	$	3,055	$	14,837	$	9,264
Cash received from options exercised		2,090		6,776		5,015
Tax benefit realized from options exercised		734		3,567		2,360

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model and is based on certain assumptions including risk-free rate of return, dividend yield, stock price volatility and the expected term. The fair value of each option is expensed over its vesting period. The risk-free interest rate is determined by reference to the spot zero-coupon rate for the U.S.

Treasury security with a maturity similar to the expected term of the options. The dividend yield is the expected yield for the expected term. The stock price volatility is estimated from the recent historical volatility of the Company’s stock. The expected term is estimated from the historical option exercise experience. The Company accounts for forfeitures as they occur. No stock options were granted during the year ended December 31, 2023.

The following table shows the assumptions used for computing stock-based compensation expense under the fair value method on options granted during the periods presented:


	Year Ended December 31,
	2022		2021
Weighted average grant-date fair value per share of options granted	$	31.90	$	21.16
Risk-free interest rate	1.75 to 4.17%		1.30 to 1.74%
Dividend yield	2.00%		2.00%
Stock price volatility	34.61 to 35.60%		35.55 to 36.39%
Expected term	10 Yrs		10 Yrs

The Company currently uses newly issued shares for stock option exercises and restricted stock units, but reserves the right to use shares purchased under the Company’s Stock Repurchase Program (the “SRP”) in the future.

Although not required or expected, the Company may settle some options or restricted stock units in cash on a limited basis at the discretion of the Company. During the years ended December 31, 2023 and 2022, the Company had no cash settlements. During the year ended December 31, 2021, the Company had cash settlements for 121,330 shares for a total net cash settlement of options of $5.5 million that did not increase the outstanding shares of the Company.

Stock-based compensation expense is charged to salaries and benefits expense on the Consolidated Statements of Comprehensive Income.

The components of stock-based compensation expense for all share-based compensation plans and related tax benefits are as follows:


	Year Ended December 31,
	2023		2022		2021
	(Dollars in thousands)
Stock-based compensation expense	$	2,999	$	1,941	$	2,133
Tax benefit		721		467		513
Stock-based compensation expense, net of tax	$	2,278	$	1,474	$	1,620

The Company will continue to amortize the unearned stock-based compensation expense over the remaining vesting period of approximately five years for unvested stock options and six years for unvested RSU's. The following table shows the unearned stock-based compensation expense for unvested stock options and unvested RSU's: