CF BANKSHARES INC. Stock Compensation Disclosure

NOTE 15 – STOCK-BASED COMPENSATION

The Company has a stock-based compensation plan, as described below, under which awards are outstanding or may be granted in the future. Total compensation cost that has been charged against income for the plan totaled $1,394, $1,155 and $1,172 for 2025, 2024 and 2023, respectively. The total income tax benefit was $293, $243 and $246 for 2025, 2024 and 2023, respectively.

The 2019 Equity Incentive Plan (the “2019 Plan”) was approved by stockholders on May 29, 2019 and replaced the Company’s 2009 Equity Compensation Plan (the “2009 Plan” and, together with the 2019 Plan, the “Plans”). The 2019 Plan authorized up to 300,000 shares (plus any shares that are subject to grants under the 2009 Plan and that are later forfeited or expire), to be awarded pursuant to stock options, stock appreciation rights, restricted stock or restricted stock units. An amendment to the Company’s 2019 Plan was approved by stockholders on May 29, 2024 to increase the number of shares of common stock reserved for awards thereunder from 300,000 to 500,000. There were 125,889 shares remaining available for awards of stock option, stock appreciation rights, restricted stock or restricted stock units under the 2019 Plan at December 31, 2025.

Stock Options:

The 2019 Plan permits the grant of stock options to directors, officers and employees of the Holding Company and CFBank. Option awards are granted with an exercise price equal to the market price of the Company’s common stock on the date of grant, generally have vesting periods ranging from one year to three years, and are exercisable for ten years from the date of grant. Unvested stock options immediately vest upon a change of control.

The fair value of each option award is estimated on the date of grant using a closed form option valuation (Black-Scholes) model. Expected volatilities are based on historical volatilities of the Company’s common stock. The Company uses historical data to estimate option exercise and post-vesting termination behavior. Employee and management options are tracked separately. The expected term of options granted is based on historical data and represents the period of time that options granted are expected to be outstanding, which takes into account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.

There were no stock options granted during the years ended December 31, 2025 and December 31, 2024. There were no stock options exercised during the year ended December 31, 2025 and December 31, 2024. There were no options canceled, forfeited or expired during the year ended December 31, 2025 and December 31, 2024. As of December 31, 2025, there were no outstanding stock options.

Restricted Stock Awards:

The 2019 Plans also permits the grant of restricted stock awards to directors, officers and employees. Compensation is recognized over the vesting period of the awards based on the fair value of the stock at grant date. The fair value of the stock is determined using the closing share price on the date of grant and shares generally have a vesting period of three years. There were 84,625 shares of restricted stock granted in 2025 and 75,618 shares of restricted stock granted in 2024.

As of December 31, 2025, the unrecognized compensation cost related to nonvested shares granted under the Plans was $1,956 and the weighted average period over which this will be recognized is 1.9 years. As of December 31, 2024 the unrecognized compensation cost related to nonvested shares granted under the Plans was $1,625.

There were 63,523 shares of restricted stock that vested during the year ended December 31, 2025 and 60,126 shares of restricted stock that vested during the year ended December 31, 2024. There were 7,449 and 2,353 shares of restricted stock forfeited during the years ended December 31, 2025 and December 31, 2024, respectively.