AMERISERV FINANCIAL INC /PA/ Stock Compensation Disclosure
17. STOCK COMPENSATION PLANS
The Company uses the modified prospective method for accounting for stock-based compensation and recognized no stock compensation expense for 2025 compared to $8,000 of stock compensation expense in 2024.
During 2021, the Company’s Board adopted, and its shareholders approved, the AmeriServ Financial, Inc. 2021 Equity Incentive Plan (the Plan) authorizing the grant of options or restricted stock covering 600,000 shares of common stock. This Plan replaced the expired 2011 Stock Incentive Plan. Under the Plan, options or restricted stock can be granted (the Grant Date) to directors, officers, and employees that provide services to the Company and its affiliates, as selected by the Compensation/Human Resources Committee of the Board. The option price at which a granted stock option may be exercised will not be less than 100% of the fair market value per share of common stock on the Grant Date. The maximum term of any option granted under the Plan cannot exceed 10 years. Generally, options vest over a three-year period and become exercisable in equal installments over the vesting period. At times, options with a one-year vesting period may also be issued.
A summary of the status of the Company’s Equity Incentive Plan at December 31, 2025 and 2024, and changes during the years then ended are presented in the table and narrative following:
YEAR ENDED DECEMBER 31, | ||||||||||
2025 | 2024 | |||||||||
| | WEIGHTED | | | WEIGHTED | |||||
AVERAGE | AVERAGE | |||||||||
SHARES | EXERCISE PRICE | SHARES | EXERCISE PRICE | |||||||
Outstanding at beginning of year | 194,000 | $ | 3.72 | 245,000 | $ | 3.64 | ||||
Granted |
| — | — | — | — | |||||
Exercised |
| (3,000) | 2.96 | — | — | |||||
Forfeited |
| (25,000) | 3.38 | (51,000) | 3.31 | |||||
Outstanding at end of year |
| 166,000 | 3.79 | 194,000 | 3.72 | |||||
Exercisable at end of year |
| 166,000 | 3.79 | 194,000 | 3.72 | |||||
Weighted average fair value of options granted in current year |
| | $ | — | | $ | — | |||
All of the 166,000 options outstanding at December 31, 2025 were exercisable and had exercise prices between $2.96 and $4.22, with a weighted average exercise price of $3.79 and a weighted average remaining contractual life of 4.45 years. The fair value of each option grant is estimated on the date of grant using the Binomial or Black-Scholes option pricing model. No stock options or restricted stock were granted during 2025 and 2024.
The intrinsic value of stock options exercised was $480 in 2025. There were no stock options exercised during 2024.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 18, 2026 | Showing above |
| 2024 | Mar 19, 2025 | |
| 2023 | Mar 27, 2024 | |
| 2022 | Mar 27, 2023 | |
| 2021 | Mar 14, 2022 | |
| 2020 | Mar 10, 2021 | |
| 2019 | Mar 2, 2020 | |
| 2018 | Mar 5, 2019 | |
| 2017 | Mar 2, 2018 | |
| 2016 | Mar 3, 2017 | |
| 2015 | Mar 8, 2016 | |
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.