STOCK COMPENSATION

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

On June 3, 2025, the Corporation's shareholders approved the Corporation's 2025 Equity Incentive Plan (the "2025 Plan") which provides for the grant of stock-based awards to officers, employees and directors of the Corporation and the Bank. Compensation expense is recognized over the vesting period of the awards based on the fair value of the common stock at issue date. Two grants have been issued under the 2025 Plan. The Corporation's prior plans shall remain in existence solely for the purpose of administering outstanding grants.

Pursuant to the 2025 Plan, the Corporation may make discretionary grants of restricted shares of the Corporation’s common stock to or for the benefit of employees selected to participate in the 2025 Plan, the Chief Executive Officer and members of the Board of Directors. Awards are based on the performance, responsibility, and contributions of the individual and are targeted at an average of the peer group. The maximum number of shares of the Corporation’s common stock that may be awarded as restricted shares related to the 2025 Plan may not exceed 160,000, upon which time a new plan may be created.

Total expense related to stock compensation was $1.4 million and $1.2 million in 2025 and 2024, respectively. During 2025 and 2024, a total of 35,455 and 14,396 shares, respectively, were re-issued from treasury to fund stock compensation. Effective for the 2024 fiscal year and thereafter, annual stock compensation is expected to be awarded the second month after the close of the fiscal year for the Corporation's employees and Chief Executive Officer. Annual stock compensation is expected to be awarded the first month after the close of the fiscal year for the members of the Board of Directors. The expense related to these grants is recognized over a one or a five year vesting period.

A summary of restricted stock activity as of December 31, 2025, and changes during the year ended is presented below:


	Shares	Weighted–Average Grant Date Fair Value
Nonvested as of December 31, 2024	49,703	$	46.67
Granted	35,455	$	50.45
Vested	(27,828)	$	46.81
Forfeited or Cancelled	(2,130)	$	47.97
Nonvested as of December 31, 2025	55,200	$	48.97

As of December 31, 2025, there was $1.9 million of total unrecognized compensation cost related to nonvested shares granted under the Corporation's equity incentive plans. The cost is expected to be recognized over a weighted-average period of 2.54 years. The total fair value of shares vested during the years ended December 31, 2025 and 2024 were $1.5 million and $1.4 million, respectively.