BROADWAY FINANCIAL CORP \DE\BYFC
BROADWAY FINANCIAL CORP \DE\ Stock Compensation Disclosure
Note 15 – Stock‑Based Compensation
Prior to June 21, 2023, the Company issued stock-based
compensation awards to its directors and officers under the 2018 Long Term Incentive Plan (“LTIP”) which allowed the grant of non-qualified and incentive stock options, stock appreciation rights, full value awards and cash incentive awards.
The maximum number of shares that could be awarded under that plan was 161,639 shares.
On June 21, 2023, stockholders approved the Amended
and Restated 2018 Long Term Incentive Plan (“Amended and Restated LTIP”) which allows the issuance of 487,500 additional
shares and brought the number of shares that may be issued under the Amended and Restated LTIP to 649,139 shares.
The following table summarizes stock option activity during the year ended December 31, 2025:
|
|
||||||||
|
Number
Outstanding
|
Weighted
Average
Exercise
Price
|
|||||||
|
Outstanding at beginning of year
|
12,500
|
$
|
12.96
|
|||||
|
Granted during the year
|
–
|
–
|
||||||
|
Exercised during the year
|
–
|
–
|
||||||
|
Forfeited or expired during the year
|
–
|
|
12.96
|
|||||
|
Outstanding at end of year
|
12,500
|
$
|
12.96
|
|||||
|
Exercisable at end of year
|
12,500
|
$
|
12.96
|
|||||
There was no stock-based compensation expense related to stock options during 2025 or 2024.
Options outstanding and exercisable at year‑end 2025 were as follows:
|
Outstanding
|
Exercisable
|
||||||||||||||||||||||||
|
Grant Date
|
Number
Outstanding
|
Weighted
Average
Remaining
Contractual
Life
|
Weighted
Average
Exercise
Price
|
Aggregate
Intrinsic
Value
|
Number
Outstanding
|
Weighted
Average
Exercise
Price
|
Aggregate
Intrinsic
Value
|
||||||||||||||||||
|
February 24, 2016
|
12,500
|
|
$
|
12.96
|
12,500
|
$
|
12.96
|
||||||||||||||||||
|
12,500
|
0.12 years
|
$
|
12.96
|
$
|
–
|
12,500
|
$
|
12.96
|
$
|
–
|
|||||||||||||||
Stock Awards to Directors
In March 2025 and May 2024, the Company awarded 23,232
and 19,832 shares of common stock, respectively, to its directors under the LTIP, which are fully vested. The Company recorded $168 thousand and $96 thousand of
compensation expense in the years ended December 31, 2025 and December 31, 2024, respectively, based on the fair value of the stock on the date of the award.
Restricted Stock
Awards to Employees
In March 2022, the Company issued 61,908 shares of restricted stock to its officers
and employees under the LTIP, of which 23,379 shares have been forfeited as of December 31, 2025. Each restricted stock award
was valued based on the fair value of the stock on the date of the award. These awarded shares of restricted stock fully vest over periods ranging from 36 months to 60 months from their respective dates of grant.
Stock-based compensation is recognized on a straight-line basis over the vesting period. During 2025 and 2024, the Company recorded $41
thousand and $88 thousand, respectively, of stock-based compensation expense related to shares awarded to employees.
On June 21, 2023, the Company issued 92,720 shares of restricted stock to its officers and employees under the Amended and Restated LTIP, of which 30,072 shares have been forfeited as of December 31, 2025. Each restricted stock award was valued based on the fair value of the stock on the date
of the award. These awarded shares of restricted stock fully vest over periods ranging from 36 months to 60 months from their respective dates of grant. Stock-based compensation is recognized on a straight-line basis over the vesting period. During
the years ended December 31, 2025 and 2024, the Company recorded $60 thousand and $113 thousand, respectively, of stock-based compensation expense related to these restricted stock awards.
On March 25, 2024, and April 5, 2024, the Company
issued a total of 126,083 shares of restricted stock to its officers and employees under the Amended and Restated LTIP, of
which 26,356 shares have been forfeited as of December 31, 2025. Each restricted stock award was valued based on the fair value of
the stock on the date of the award. These awarded shares of restricted stock fully vest over periods ranging from 36 months to 60 months from their respective dates of grant. Stock-based compensation is recognized on a straight-line basis over the vesting period. During
the years ended December 31, 2025 and 2024, the Company recorded $94 thousand and $108 thousand, respectively, of stock-based compensation expense related to these restricted stock awards.
On March 26, 2025 and May 28, 2025, the Company issued
a total of 96,478 shares of restricted stock to its officers and employees under the Amended and Restated LTIP, of which 17,048 shares have been forfeited as of December 31, 2025. Each restricted stock award was valued based on the fair value of the stock on the date
of the award. These awarded shares of restricted stock fully vest over periods ranging from 36 months to 48 months from their respective dates of grant. Stock-based compensation is recognized on a straight-line basis over the vesting period. During
the year ended December 31, 2025, the Company recorded $114 thousand of stock-based compensation expense related to these
restricted stock awards.
As of December 31, 2025, 367,181 shares had been awarded under the Amended and Restated LTIP and 281,958 shares were available to be awarded.
A summary of restricted stock unit activity for the year ended December 31, 2025 is as follows:
|
Restricted Stock Units
(In thousands)
|
Weighted Average
Grant Date Fair Value
|
Remaining
Contractual Life
(months)
|
||||||||||
|
Unvested at December 31, 2024
|
184,874
|
$ |
8.91
|
31
|
||||||||
|
Granted during period
|
119,710
|
|
7.15
|
29
|
||||||||
|
Vested during period
|
(95,566
|
)
|
–
|
–
|
||||||||
|
Forfeited or expired during period
|
(59,313
|
)
|
–
|
–
|
||||||||
|
Unvested at December 31, 2025
|
149,705
|
$
|
8.50
|
24
|
||||||||
As of December 31, 2025, there was $1.8 million of total
unrecognized equity-based compensation expense that the Company expects to recognize over the remaining contractual life.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 31, 2026 | Showing above |
| 2024 | Mar 31, 2025 | |
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.