On February 16, 2023, the Board of Directors adopted the 2023 Omnibus Stock and Performance Compensation Plan (the "2023 Omnibus Plan"), which was approved by the Company's shareholders on April 18, 2023. The 2023 Omnibus Plan permits the issuance of up to 1.0 million shares of the Company’s common stock in the form of stock options, SARs, restricted stock, restricted stock units, phantom stock, and performance awards. During the nine months ended September 30, 2025, 65,294 time-based restricted shares and 56,339 performance-based restricted shares were granted under the 2023 Omnibus Plan. Share-based compensation expense was $1.0 million and $3.2 million for the three and nine months ended September 30, 2025, respectively, and $863,000 and $2.5 million for the three and nine months ended September 30, 2024, respectively.

Restricted shares granted to Company employees are amortized to expense over a three-year cliff vesting period, or until vesting occurs upon retirement. Restricted shares granted to members of the Board of Directors are amortized to expense

As of September 30, 2025, the total unrecognized compensation expense related to non-vested restricted shares was $2.3 million, and the related weighted-average period over which it is expected to be recognized is approximately 0.58 years.

Following is a summary of the activity of the Company's restricted stock for the nine months ended September 30, 2025, with total shares and weighted-average fair value:


	Nine Months Ended September 30, 2025
	Shares	Fair Value
Balance at December 31, 2024	254,808	$	42.87
Granted	65,294	40.88
Vested	(43,526)	39.62
Forfeitures	(2,558)	45.33
Balance at September 30, 2025	274,018	$	42.88

The Company has granted three-year performance-based restricted stock (“PBRS”) awards which are contingent upon the Company’s achievement of pre-established financial goals over a three-year cliff vesting period. The number of shares issued ranges from 0% to 150% of the target opportunity based on the actual achievement of financial goals for the three-year performance period.


	Nine Months Ended September 30, 2025
	Shares	Fair Value
Balance at December 31, 2024	158,428	$	43.87
Granted	56,339	41.45
Vested	(55,848)	39.58
Forfeitures	(4,200)	44.50
Balance at September 30, 2025	154,719	$	44.52

The PBRS that vested during the nine months ended September 30, 2025 were based on the Company's achievement of 99.1% of target financial goals for the 2022-2024 performance period, resulting in the issuance of 55,348 shares of common stock. The outstanding PBRS at September 30, 2025 will vest at scheduled vesting dates and the actual number of shares of common stock issued will range from 0% to 150% of the target opportunity based on the actual achievement of financial goals for the respective three-year performance period.