The Company operates the following stock-based compensation plans as approved by its shareholders:
•2014 Omnibus Incentive Plan (the 2014 Plan).
•2018 Omnibus Incentive Plan (the 2018 Plan).
•2023 Omnibus Incentive Plan (the 2023 Plan).
The purpose of these plans is to promote the success and enhance the value of the Company by providing a means for attracting and retaining highly skilled employees, officers and directors of Banner and its affiliates and linking their personal interests with those of the Company’s shareholders. Under these plans, the Company currently has outstanding restricted stock share grants and restricted stock unit grants.
2014 Omnibus Incentive Plan: The 2014 Plan was approved by shareholders on April 22, 2014. The 2014 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, other stock-based awards and other cash awards, and provides for vesting requirements which may include time-based or performance-based conditions. The Company reserved 900,000 shares of its common stock for issuance under the 2014 Plan in connection with the exercise of awards. As of December 31, 2025, 583,200 restricted stock units have been granted under the 2014 Plan, of which 92,956 were unvested.
2018 Omnibus Incentive Plan: The 2018 Plan was approved by shareholders on April 24, 2018. The 2018 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, other stock-based awards and other cash awards, and provides for vesting requirements which may include time-based or performance-based conditions. The Company reserved 900,000 shares of common stock for issuance under the 2018 Plan in connection with the exercise of awards. As of December 31, 2025, 890,043 restricted stock units have been granted under the 2018 Plan, of which 217,014 were unvested.
2023 Omnibus Incentive Plan: The 2023 Plan was approved by shareholders on May 24, 2023. The 2023 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, other stock-based awards and other cash awards, and provides for vesting requirements which may include time-based or performance-based conditions. The Company reserved 625,000 shares of common stock for issuance under the 2023 Plan in connection with the exercise of awards. As of December 31, 2025, a total of 7,720 restricted stock shares and 123,685 restricted stock units have been granted under the 2023 Plan, of which 2,793 restricted stock shares and 112,868 restricted stock units were unvested.
The expense associated with all restricted stock grants (including restricted stock shares and restricted stock units) was $10.3 million, $10.0 million and $9.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. Unrecognized compensation expense for these awards as of December 31, 2025, was $13.8 million and will be recognized over a weighted average period of 11 months.
A summary of the Company’s Restricted Stock/Unit award activity during the years ended December 31, 2025, 2024 and 2023 follows:
| | | | | | | | | | | |
| Shares/Units | | Weighted Average
Grant-Date Fair Value |
| Unvested at January 1, 2022 | 382,727 | | | $ | 49.98 | |
Granted (203,464 non-voting) | 208,273 | | | 53.64 | |
Vested | (217,262) | | | 42.87 | |
Forfeited | (16,158) | | | 55.43 | |
| Unvested at December 31, 2023 | 357,580 | | | 55.44 | |
Granted (262,222 non-voting) | 276,947 | | | 47.18 | |
Vested | (166,144) | | | 54.62 | |
Forfeited | (24,501) | | | 53.37 | |
| Unvested at December 31, 2024 | 443,882 | | | 50.82 | |
Granted (88,801 non-voting) | 207,670 | | | 63.53 | |
Vested | (196,896) | | | 55.77 | |
Forfeited | (29,025) | | | 52.45 | |
Unvested at December 31, 2025 | 425,631 | | | $ | 55.45 | |