Stock-Based Compensation |
6 Months Ended |
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Jun. 30, 2026 | |
| Stock-Based Compensation [Abstract] | |
| Stock-Based Compensation | Note 10—Stock-Based Compensation
Restricted Stock Award Plan
On November 25, 2024, the Company’s shareholders approved the Farmers & Merchants Bancorp 2025 Restricted Stock Retirement Plan (the “2025 Plan”). The 2025 Plan provides for the issuance of up to 80,000 shares of Company common stock to directors and employees of the Company and its subsidiaries and affiliates, and an annual increase on the first day of each fiscal year beginning with January 1, 2026 and ending with the last January 1 during the initial ten-year term of the plan, equal to (a) two and one-half percent (2.5%) of all outstanding shares on the last day of the immediately preceding fiscal year or (b) any lesser amount that the Personnel Committee sets for the purpose of that fiscal year. Pursuant to the 2.5% evergreen provision described above, the total number of shares, of Company common stock available to be issued under the 2025 Plan increased by 17,448 shares to 97,448 as of January 1, 2026. Compensation expense is recognized over the vesting period of the awards based on the fair value of the stock at issue date. Due to the illiquidity of the stock, the fair value of the stock award at the grant date is determined using a volume weighted average price over a 30-day period as of the grant date. The awards contain a service condition, which requires the employees to provide services during the applicable vesting periods. The awards are comprised of a one-year award for directors and two-year, three-year and four-year awards for employees depending on their roles and responsibilities. The awards vest on a pro-rated basis over the life of the award. Total remaining shares issuable under the 2025 Plan were 71,500 at June 30, 2026; included in the number is 1,616 shares forfeited during 2026 and available for future awards under the 2025 Plan. The unvested restricted shares generally have voting rights and dividend rights; however, the dividends are paid to the holder only when the restricted shares vest. Dividends on forfeited restricted shares are also forfeited.
The Company had 19,312 and 30,818 unvested restricted shares outstanding as of June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026, the Company recognized $6.6 million in compensation cost related to shares granted under the 2025 Plan and $5.2 million for the six months ended June 30, 2025. As of June 30, 2026, there was $14.5 million of total unrecognized compensation cost related to unvested shares granted under the 2025 Plan and $23.9 million for the six months ended June 30, 2025. The remaining cost is expected to be recognized over a weighted-average period of 1.10 years.
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