Note 12 Stock-based Compensation and Benefits

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The Company provides stock-based compensation primarily in accordance with shareholder-approved plans.

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To date, the Company has issued stock options, restricted stock and PSUs. If awarded, the Compensation Committee sets the option exercise price at the time of grant, but in no case is the exercise price less than the fair market value of a share of company common stock at the date of grant.

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Service and performance-based acquisition grants

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In connection with the acquisition of Vista, the Company assumed the Vista Equity Plan and adopted the Inducement Plan. During the first quarter of 2026, the Company registered 95,396 shares under the Vista Equity Plan, which may be issuable upon the vesting or settlement of a portion of a restricted stock award granted under the Vista Equity Plan. These replacement awards consist of non-vested restricted shares of common stock that will vest based on continued service and had a weighted-average grant-date fair value of $39.33 per share.

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During the first quarter of 2026, the Company issued 36,265 shares of common stock under the Inducement Plan, consisting of 22,398 non-vested restricted shares that vest based on continued service and 13,867 PSUs. The inducement awards had a weighted-average grant-date fair value of $39.59 per share. The PSUs vest based on performance conditions generally consistent with the Company’s other PSU awards, with one-half of the award based on the achievement of cumulative adjusted EPS targets and one-half based on relative ROTA subject to an adjustment factor ranging from 80% - 120% based on the Company’s cumulative relative TSR during the performance period. All awards are equity-classified and accounted for under ASC Topic 718, Compensation—Stock Compensation, with compensation expense recognized over the respective service or performance periods.

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The Company granted 567,549 shares of common stock in 2026 in connection with the Vista acquisition, consisting of 378,366 restricted stock awards that vest based on continued service and 189,183 restricted stock awards that vest based on achievement of certain established performance metrics. The performance-based restricted stock awards will vest on December 15, 2026, subject to continued employment through such date and the achievement of: (i) with respect to 50% of such portion, the successful closing, integration and rebranding of the combined organization, as determined by the Board’s Compensation Committee in its sole discretion; and (ii) with respect to the other 50% of such portion, specified annual cost savings goals with respect to the combined organization directly resulting from the acquisition and integration of Vista through November 30, 2026. The remaining two-thirds of each such award are time-based and will vest in eight quarterly installments beginning on March 15, 2027, subject to continued employment through such vesting dates.

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Restricted stock awards

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The Company issues time-based restricted stock awards that generally vest over a range of a 1-3 year period. Restricted stock with time-based vesting was valued at the fair value of the shares on the date of grant as they are assumed to be held beyond the vesting period.

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Performance stock units

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The Company grants PSUs whereby the recorded fair value represents the value of the award at the initial target performance and does not reflect potential increases or decreases resulting from the final performance results, which are to be determined at the end of the three-year performance period (vesting date). The actual number of shares to be awarded at the end of the performance period will range from 0% - 180% of the initial target awards.

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For all PSU components granted in 2026, one-half of the award is based on the Company’s cumulative adjusted earnings per share (EPS target), and one-half is based on the Company’s relative ROTA. On the vesting date, the Company’s annual ROTA will be compared to the respective ROTAs of companies comprising the S&P 600 Regional Banks group, and the Company’s ranking will be averaged over the measurement period to determine the shares available for settlement. Both halves will be subject to an adjustment factor ranging from 80% - 120% based on the Company’s cumulative relative TSR during the performance period. On the vesting date, the Company’s TSR will be compared to the respective TSRs of the companies comprising the S&P 600 Regional Banks group as of the grant date to determine the relative TSR modifier to be applied to the PSU awards. The fair value of the PSUs was determined using a Monte Carlo Simulation at the grant date.

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The weighted-average grant date fair value per unit for the awards granted during the six months ended June 30, 2026 of the EPS target portion and ROTA target portion was $39.66. During the six months ended June 30, 2026, the Company canceled 39,673 PSUs due to final performance results related to PSUs granted in 2023.

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The following table summarizes restricted stock and PSU activity during the six months ended June 30, 2026:

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As of June 30, 2026, the total unrecognized compensation cost related to the non-vested restricted stock awards and PSUs totaled $23.7 million and $10.0 million, respectively, and is expected to be recognized over a weighted average period of approximately 2.4 years and 1.6 years, respectively. Expense related to non-vested restricted stock awards totaled $4.5 million and $8.5 million during the three and six months ended June 30, 2026, respectively, and $1.5 million and $2.6 million during the three and six months ended June 30, 2025, respectively. Expense related to non-vested PSUs totaled $2.6 million and $4.9 million during the three and six months ended June 30, 2026, respectively, and $0.6 million and $1.1 million during the three and six months ended June 30, 2025, respectively. Expense related to non-vested restricted stock awards and PSUs is a component of salaries and benefits expense in the Company’s consolidated statements of operations.

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Stock options

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Prior to 2024, the Company issued stock options, which are primarily time-vesting with 1/3 vesting on each of the first, second and third anniversary of the date of grant or date of hire. As of June 30, 2026 and 2025, the Company had 509,376 and 555,656 stock options outstanding, respectively, at a weighted average exercise price of $33.19 and $32.95, respectively. No stock options were granted during the six months ended June 30, 2026. Stock option expense is a component of salaries and benefits in the consolidated statements of operations and totaled $4.6 thousand and $17.0 thousand for the three and six months ended June 30, 2026, respectively. During the three and six months ended June 30, 2025, stock option expense totaled $10.6 thousand and $53.5 thousand, respectively. At June 30, 2026, there was no unrecognized compensation cost related to non-vested stock options granted under the plans.

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Associate stock purchase plan

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The ASPP is intended to be a qualified plan within the meaning of Section 423 of the Internal Revenue Code of 1986 and allows eligible employees to purchase shares of common stock through payroll deductions up to a limit of $25,000 per calendar year and 2,000 shares per offering period. The price an employee pays for shares is 90.0% of the fair market value of Company common stock on the last day of the offering period. The offering periods are the six-month periods commencing on March 1 and September 1 of each year and ending on August 31 and February 28 (or February 29 in the case of a leap year) of each year. There are no vesting or other restrictions on the stock purchased by employees under the ASPP. Under the ASPP, the total number of shares of common stock reserved for issuance totaled 400,000 shares, of which 188,269 was available for issuance as of June 30, 2026.

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Under the ASPP, employees purchased 8,490 shares and 8,099 shares during the six months ended June 30, 2026 and 2025, respectively.