Ameris BancorpABCB
Ameris Bancorp Stock Compensation Disclosure
SHARE-BASED COMPENSATION
The total income tax benefit related to share based compensation was approximately $1.0 million, $164,000 and $770,000 in 2025, 2024 and 2023, respectively.
The Company awards its employees and directors various forms of share-based incentives under certain plans approved by its shareholders. Awards granted under the 2021 Omnibus Equity Compensation Plan may be in the form of an option, stock appreciation right, restricted share, restricted share unit, performance share, performance share unit, performance award or other stock-based award or any combination thereof within the limitations set forth in the plans. The plans provide that the aggregate number of shares of the Company’s common stock which may be subject to award may not exceed 2,766,302 subject to adjustment in certain circumstances to prevent dilution. At December 31, 2025, there were 2,067,280 shares available to be issued under the plans.
The Company did not grant any options during 2025, 2024 or 2023 and there were no options outstanding at December 31, 2025 and 2024. As of December 31, 2025, there was no unrecognized compensation cost related to options.
As of December 31, 2025, the Company has 226,838 outstanding restricted shares granted under the plans as compensation to certain employees and directors. Dividends are not paid in respect of the awards during the vesting period, although dividend equivalents do accrue over the life of the award and will vest, if at all, at the same time as the awards to which they relate. These shares carry voting rights and sales of these shares are restricted prior to the date of vesting, which is generally to three years from the date of the grant. Shares issued under the plans are recorded at their fair market value on the date of their grant. The compensation expense is recognized on a straight-line basis over the related vesting period. In 2025, 2024 and 2023, compensation expense related to these grants was approximately $5.2 million, $5.7 million, and $5.3 million, respectively.
It is the Company’s policy to issue new shares for stock-based awards rather than issue treasury shares. The Company recognizes share-based compensation expense on a straight-line basis over the options’ related vesting term. The Company did not record any share-based compensation expense related to stock options during 2025, 2024 and 2023. The total income tax benefit related to stock options was $0 in both 2025 and 2024 and approximately $41,000 in 2023.
A summary of the status of the Company’s restricted stock awards as of and for the years ended December 31, 2025, and 2024 is presented below.
| 2025 | 2024 | ||||||||||||||||||||||
| Shares | Weighted Average Grant Date Fair Value | Shares | Weighted Average Grant Date Fair Value | ||||||||||||||||||||
| Nonvested shares at beginning of year | 268,966 | $ | 47.53 | 257,673 | $ | 46.05 | |||||||||||||||||
| Granted | 91,440 | 64.34 | 130,520 | 47.03 | |||||||||||||||||||
| Vested | (118,321) | 47.57 | (108,572) | 43.42 | |||||||||||||||||||
| Forfeited | (15,247) | 48.12 | (10,655) | 47.51 | |||||||||||||||||||
| Nonvested shares at end of year | 226,838 | 54.24 | 268,966 | 47.53 | |||||||||||||||||||
The balance of unearned compensation related to restricted stock grants was approximately $6.1 million at December 31, 2025, 2024, and 2023. As of December 31, 2025, the cost is expected to be recognized over a weighted-average period of 1.7 years.
During 2025 and 2024, the Company issued 32,385 and 43,960 performance stock units (“PSUs”) with a weighted average grant date fair value of $67.20 and $47.38, respectively, subject to a performance condition tied to tangible book value growth over a three-year period with a potential modifier subject to a total shareholder return (“TSR”) performance metric. The Company also granted 32,391 and 43,969 PSUs in 2025 and 2024, respectively, subject to a three-year performance metric of return on tangible common equity relative to a market index with a potential modifier subject to a TSR performance metric with a weighted average grant date fair value of $67.20 and $47.38, respectively. The fair value of the PSUs was determined using a Monte Carlo simulation method. The Company communicates threshold, target and maximum performance PSUs and performance targets to the applicable employees at the time of grant. Dividends are not paid in respect of the awards during the performance period, although dividend equivalents do accrue over the life of the award and will vest, if at all, at the same time as the PSUs to which they relate. The number of PSUs that ultimately vest at the end of the three-year performance period, if any, will be based on the Company's performance relative to the applicable performance metrics. In 2025, 2024 and 2023, the Company recognized compensation cost related to these grants of approximately $7.5 million, $7.8 million and $4.6 million, respectively. The balance of unearned compensation related to PSU grants as of December 31, 2025, 2024 and 2023 was
approximately $5.5 million, $6.2 million and $4.4 million, respectively. As of December 31, 2025, the cost is expected to be recognized over a weighted-average period of 1.5 years.
A summary of the Company's nonvested PSUs for the years ended December 31, 2025, and 2024 is presented below:
| 2025 | 2024 | ||||||||||||||||||||||
| Shares | Weighted Average Grant Date Fair Value | Shares | Weighted Average Grant Date Fair Value | ||||||||||||||||||||
| Nonvested units at beginning of year | 168,785 | $ | 47.40 | 146,612 | $ | 48.72 | |||||||||||||||||
| Granted | 64,776 | 67.20 | 87,929 | 47.38 | |||||||||||||||||||
| Vested | (80,856) | 46.42 | (65,756) | 46.76 | |||||||||||||||||||
| Nonvested units at end of year | 152,705 | 54.41 | 168,785 | 47.40 | |||||||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Feb 28, 2024 | |
| 2022 | Feb 28, 2023 | |
| 2021 | Feb 28, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2019 | Mar 9, 2020 | |
| 2018 | Mar 1, 2019 | |
| 2017 | Mar 1, 2018 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.