BAR HARBOR BANKSHARES Stock Compensation Disclosure

NOTE 14.           STOCK-BASED COMPENSATION PLANS

We have several stock-based compensation plans that allow for grants of restricted stock, restricted shares, performance share units, performance shares and restricted stock units to our employees and non-employee directors. Our stock-based compensation plans are administered by the Compensation Committee of the Board of Directors. For the years ended December 31, 2025, 2024 and 2023, all common stock issuances in connection with stock-based compensation arrangements were issued from unissued shares.  As of December 31, 2025, total shares authorized under the stock-based compensation 2019 plan for employees and directors were 500,000 shares, of which 102,536 shares were available for future grants.

Compensation expense recognized in connection with the stock-based compensation plans are presented in the following table for the years ended December 31, 2025, 2024, and 2023:

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Tax benefits recognized from stock-based compensation plans for the years ended December 31, 2025, 2024, and 2023 are, as follows:

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⁽¹⁾ We do not receive a tax benefit on this plan until disqualifying dispositions are made.

Stock Options

A summary of stock options as of December 31, 2025 and 2024, and changes during the year then ended is presented below:

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All outstanding options were fully vested with no unrecognized compensation cost as of December 31, 2021.  The intrinsic value of the options exercised for the years ended December 31, 2025, 2024, and 2023, was approximately $95 thousand, $257 thousand and $74 thousand, respectively.      

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Restricted Stock Awards

Restricted stock awards (“RSAs”) are granted to certain directors and executive officers and vest immediately. A summary of RSAs as of December 31, 2025 and 2024, and changes during the year then ended is presented below:

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Unrecognized expense for non-vested RSAs totaled $551 thousand as of December 31, 2025, which is expected to be recognized over the weighted average remaining contractual maturity term of 1.8 years.

Performance Stock Units

We have a long-term incentive plan where performance unit awards (“PSUs”) are granted to certain executive officers providing the opportunity to earn shares of common stock of the Company based on our performance compared to peers.  Participants in the plan were collectively granted PSUs ranging from zero to 42,504 in 2025 and from zero to 47,028 in 2024. The PSUs granted will vest only if the performance measures are achieved over a three year performance period. Failure to achieve the performance measures will result in all or a portion of shares being forfeited. On the grant dates in 2025 and 2024, PSUs had a weighted average fair value per share of $33.38 and $24.54, respectively.  Expense is recognized over the performance period and is adjusted for changes in probability of the Company achieving profitability metrics.

The following table summarizes PSUs at target as of December 31, 2025 and 2024:

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Unrecognized expense for non-vested PSUs totaled $1.9 million as of December 31, 2025, which is expected to be recognized over the weighted average remaining contractual maturity term of 1.8 years.  PSUs do not carry an exercise price and therefore have no intrinsic value as of December 31, 2025.

Restricted Stock Units

During 2025 and 2024, restricted stock units (“RSUs”) were granted to certain executive officers and senior vice presidents.  Awards to executives vest annually over 3 years while awards to senior vice presidents cliff vest at the end of three years. The RSUs granted were valued at $29.89 for 2025 and were valued between $25.67 and $35.86 for 2024 the fair value at the date of grant and are expensed over three years.

The following table summarizes RSUs activity in 2025 and 2024:

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RSUs include cash-based restricted stock units (“CRSUs”), total CRSUs vested and exercised during 2025 and 2024 were 31,056 and 36,428 shares, respectively. Unrecognized expense for non-vested RSUs totaled $1.6 million as of December 31, 2025, which is expected to be recognized over the weighted average remaining contractual maturity term of 2.0 years. The liability for cash settled awards is included in other liabilities on the Consolidated Balance Sheets.

Employee Stock Purchase Plan

We maintain an employee stock purchase plan (“ESPP”) under which employees, through payroll deductions, are able to purchase shares of Company’s common stock. The purchase price is 92% of the lower of the market price on the first or last day of the offering period. The maximum number of shares issuable during any offering period is 200,000 shares; however, as of December 31, 2025, December 31, 2024 and December 31, 2023, there were 178,363,  175,950 and 177,415 shares available for issuance under the ESPP, respectively. Participants may not purchase more than 400 shares during any offering period and, in any event, no more than $25 thousand worth of common stock in any calendar year.  The ESPP has been determined to be non-compensatory in nature. As a result, we expect that expenses related to the ESPP will not be material. During the years ended December 31, 2025, 2024 and 2023, there were 21,637, 24,050, and 22,585 shares of common stock issued under the ESPP, respectively.