v3.26.1
Equity Incentive Plans
3 Months Ended
Mar. 31, 2026
Share-Based Payment Arrangement [Abstract]  
Equity Incentive Plans

Note 6. Equity Incentive Plans

In April 2009, the Company’s shareholders approved the Wilson Bank Holding Company 2009 Stock Option Plan (the “2009 Stock Option Plan”). The 2009 Stock Option Plan was effective as of April 14, 2009. Under the 2009 Stock Option Plan, awards could be granted in the form of options to acquire common stock of the Company. Subject to adjustment as provided by the terms of the 2009 Stock Option Plan, the maximum number of shares of common stock with respect to which awards could be granted under the 2009 Stock Option Plan was 100,000 shares. The 2009 Stock Option Plan terminated on April 13, 2019, and no additional awards may be granted under the 2009 Stock Option Plan. The awards granted under the 2009 Stock Option Plan prior to the plan's expiration will remain outstanding until exercised or otherwise terminated. As of March 31, 2026, all options were exercised and there were no outstanding options under the 2009 Stock Option Plan.

During the second quarter of 2016, the Company’s shareholders approved the Wilson Bank Holding Company 2016 Equity Incentive Plan, which authorized awards of up to 750,000 shares of common stock. The 2016 Equity Incentive Plan was approved by the Board of Directors and effective as of January 25, 2016 and approved by the Company’s shareholders on April 12, 2016. On September 26, 2016, the Board of Directors approved an amendment and restatement of the 2016 Equity Incentive Plan (as amended and restated the “2016 Equity Incentive Plan”). Except for certain limitations, awards could be granted in the form of stock options (both incentive stock options and non-qualified stock options), stock appreciation rights, restricted shares and restricted share units, performance awards and other stock-based awards. The 2016 Equity Incentive Plan terminated on April 24, 2025, and no additional awards may be granted under the 2016 Equity Incentive Plan. As of March 31, 2026, the Company had outstanding 149,372 options with a weighted average exercise price of $58.56, 123,023 cash-settled stock appreciation rights with a weighted average exercise price of $55.89, and 16,292 restricted share unit awards under the 2016 Equity Incentive Plan. There were no restricted share awards or performance share unit awards outstanding under the 2016 Equity Incentive Plan at March 31, 2026.

On April 24, 2025, the Company's shareholders approved the Wilson Bank Holding Company 2025 Equity Incentive Plan (the "2025 Equity Incentive Plan"), which has initially authorized awards of up to 675,000 shares of Common Stock including 508,388 newly reserved shares and 166,612 shares of Common Stock initially reserved for issuance under the Company’s 2016 Equity Incentive Plan that remained available for issuance under the 2016 Equity Incentive Plan as of April 24, 2025. The 2025 Equity Incentive Plan was approved by the Board of Directors on February 28, 2025 and on April 24, 2025 it was approved by the Company’s shareholders and became effective as of such date. In addition to the 675,000 shares reserved for issuance under the 2025 Equity Incentive Plan, if any of the awards under the 2016 Equity Incentive Plan that were outstanding as of February 28, 2025 after that date terminate, expire unexercised, are settled for cash, forfeited or cancelled without delivery of shares of the Company’s Common Stock under the terms of the 2016 Equity Incentive Plan, the Company may issue awards with respect to those awards under the 2025 Equity Incentive Plan. Except for certain limitations, awards can be in the form of stock options (both incentive stock options and non-qualified stock options), stock appreciation rights, restricted shares and restricted share units, performance awards and other stock-based awards. As of March 31, 2026, the Company had 625,012 shares remaining available for issuance under the 2025 Equity Incentive Plan. As of March 31, 2026, the Company had outstanding 22,666 options with a weighted average exercise price of $77.84, 7,000 cash-settled stock appreciation rights with a weighted average exercise price of $76.30, and 21,933 restricted share unit awards under the 2025 Equity Incentive Plan.

Stock Options

As of March 31, 2026, the Company had outstanding 172,038 stock options with a weighted average exercise price of $61.10.

The following table summarizes information about stock options activity for the three months ended March 31, 2026 and 2025:

 

 

 

March 31, 2026

 

 

March 31, 2025

 

 

 

Shares

 

 

Weighted Average Exercise Price

 

 

Shares

 

 

Weighted Average Exercise Price

 

Options outstanding at beginning of period

 

 

179,110

 

 

$

61.03

 

 

 

193,395

 

 

$

57.66

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(7,072

)

 

 

59.43

 

 

 

(3,065

)

 

 

50.49

 

Forfeited or expired

 

 

 

 

 

 

 

 

(517

)

 

 

38.20

 

Outstanding at end of period

 

 

172,038

 

 

$

61.10

 

 

 

189,813

 

 

$

57.82

 

Options exercisable at March 31

 

 

121,497

 

 

$

57.28

 

 

 

127,401

 

 

$

55.50

 

As of March 31, 2026, there was $874,000 of total unrecognized cost related to non-vested stock options granted under the Company's equity incentive plans. The cost is expected to be recognized over a weighted-average period of 2.66 years.

Stock Appreciation Rights ("SARs")

As of March 31, 2026, the Company had outstanding 130,023 cash-settled stock appreciation rights with a weighted average exercise price of $56.99.

The following table summarizes information about cash-settled SARs activity for the three months ended March 31, 2026 and 2025:

 

 

 

March 31, 2026

 

 

March 31, 2025

 

 

 

Shares

 

 

Weighted Average Exercise Price

 

 

Shares

 

 

Weighted Average Exercise Price

 

SARs outstanding at beginning of period

 

 

131,656

 

 

$

57.02

 

 

 

142,785

 

 

$

55.03

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(1,633

)

 

 

59.28

 

 

 

(8,808

)

 

 

48.52

 

Forfeited or expired

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at end of period

 

 

130,023

 

 

$

56.99

 

 

 

133,977

 

 

$

55.46

 

SARS exercisable at March 31

 

 

109,063

 

 

$

54.92

 

 

 

102,791

 

 

$

53.23

 

 

As of March 31, 2026, there was $392,000 of total unrecognized cost related to non-vested SARs granted under the Company's equity incentive plans. The cost is expected to be recognized over a weighted-average period of 1.80 years.

Time-Based Vesting Restricted Share Awards ("RSAs") and Restricted Share Units ("RSUs")

 

The Company periodically awards time-based restricted share awards and restricted share units to employees of the Bank. Under the terms of the awards, the number of units that will vest and therefore be settled in shares of the Company's common stock will be based on the employee's continued service to the Bank over a fixed three or five-year period. Compensation expense for RSAs and RSUs is estimated each period based on the fair value of the Company's common stock at the grant date of the awards.

A summary of time-based vesting RSAs activity for the three months ended March 31, 2026 and 2025 is as follows:

 

 

March 31, 2026

 

 

March 31, 2025

 

 

Shares

 

Weighted Average Cost

 

 

Shares

 

Weighted Average Cost

 

Outstanding at beginning of period

 

 

$

 

 

 

153

 

$

66.70

 

Granted

 

 

 

 

 

 

 

 

 

Vested

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

Outstanding at March 31,

 

 

$

 

 

 

153

 

$

66.70

 

A summary of time-based vesting RSUs awards activity for the three months ended March 31, 2026 and 2025 is as follows:

 

 

March 31, 2026

 

 

March 31, 2025

 

 

Shares

 

Weighted Average Cost

 

 

Shares

 

Weighted Average Cost

 

Outstanding at beginning of period

 

40,539

 

$

75.01

 

 

 

24,482

 

$

70.44

 

Granted

 

 

 

 

 

 

 

 

 

Vested

 

(2,314

)

 

71.50

 

 

 

(2,368

)

 

71.50

 

Forfeited

 

 

 

 

 

 

 

 

 

Outstanding at March 31,

 

38,225

 

$

75.22

 

 

 

22,114

 

$

70.33

 

 

The RSAs and RSUs vest based on continued service over various time periods. As of March 31, 2026, there was no unrecognized compensation cost related to non-vested RSAs. As of March 31, 2026, there was $2,190,000 of total unrecognized compensation cost related to non-vested RSUs. The cost is expected to be expensed over a weighted-average period of 2.68 years.

Performance-Based Vesting Restricted Stock Units ("PSUs")

The Company periodically awards performance-based restricted stock units to employees of the Bank. Under the terms of the awards, the number of units that will be earned and thereafter settled in shares of the Company's common stock will be based on the employee's

performance against certain performance metrics over a fixed three-year performance period. Compensation expense for PSUs is estimated each period based on the fair value of the Company's common stock at the grant date and the most probable outcome of the performance condition, adjusted for the passage of time within the performance period of the awards.

A summary of the PSUs activity for the three months ended March 31, 2026 and 2025 is as follows:

 

 

March 31, 2026

 

 

March 31, 2025

 

 

Shares

 

Weighted Average Cost

 

 

Shares

 

Weighted Average Cost

 

Outstanding at beginning of period

 

 

$

 

 

 

738

 

$

67.85

 

Granted

 

 

 

 

 

 

 

 

 

Vested

 

 

 

 

 

 

(369

)

 

67.85

 

Forfeited

 

 

 

 

 

 

 

 

 

Outstanding at March 31,

 

 

$

 

 

 

369

 

$

67.85

 

 

Grant Year

 

Grant Price

 

 

Applicable Performance Period

 

Period in which units to be settled

 

PSUs Outstanding

 

2023

 

$

67.85

 

 

2023-2025

 

2024-2026

 

 

 

 

As of March 31, 2026, there was no unrecognized compensation cost related to non-vested PSUs.