10. STOCK COMPENSATION PLAN

Long-Term Incentive Plan

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On January 20, 2026, the Company’s Board of Directors approved the 2026 Long-Term Incentive Plan (the “Plan”) of Juniata Valley Financial Corp. The Plan was approved by the shareholders at the Company’s Annual Meeting on May 19, 2026. The Plan amended and restated the former 2016 Long-Term Incentive Plan (the “2016 Plan”), which amended and restated the former 2011 Stock Option Plan (the “2011 Plan”). Under the provisions of the Plan, awards may consist of grants of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock and performance shares to officers and key employees of the Company, as well as directors. The  Plan is administered by the Personnel and Compensation Committee of the Board of Directors.

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The maximum number of shares of common stock that may be issued under the Plan is 300,000 shares, and 285,193 shares remained available for grant as of June 30, 2026. Shares of common stock issued under the Plan may be treasury shares or authorized but unissued shares. Forfeited awards are returned to the pool of shares available for grant for future awards.

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Through the six months ended June 30, 2026, 14,807 restricted shares were awarded to certain officers and all directors. Each of the awards vest after three-years, with no interim vesting. As of June 30, 2026, there was $304,000 in unrecognized compensation cost related to all non-vested restricted stock awards. This cost is expected to be recognized over the vesting period through February 2029.

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Compensation expense for restricted stock awarded is measured using the fair value of the award on the grant date and is recognized over the vesting period. The Company recognized stock-based compensation expense for the three and six months ended June 30, 2026 of $42,000 and $83,000, respectively, and for the three and six months ended June 30, 2025 of $38,000 and $75,000, respectively.

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The following table presents a summary of the status of the Company’s non-vested restricted stock awards as of June 30, 2026. Changes during the period ended are presented further below:

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No stock options were awarded during the six months ended June 30, 2026. As of June 30, 2026, there were no stock options outstanding, as well as no unrecognized compensation cost related to stock options. All previously granted stock options under the 2011 Plan have expired, with the last remaining options expiring on February 17, 2025.

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Employee Stock Purchase Plan

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The Company has an Employee Stock Purchase Plan under which employees, through payroll deductions, may purchase shares of Company stock annually. The option price of the stock purchases is between 95% and 100% of the fair market value of the stock on the offering termination date as determined annually by the Board of Directors. The maximum number of shares which employees may purchase under the Plan is 250,000; however, the annual issuance of shares may not exceed 5,000 shares plus any unissued shares from prior offerings. There were 1,891 shares issued from treasury under this plan during the three and six months ended June 30, 2026 and 2,402 shares issued from treasury under this plan during the three and six months ended June 30, 2025. As of June 30, 2026, there were 145,261 shares reserved for issuance under the Employee Stock Purchase Plan.