Citizens Community Bancorp Inc.CZWI
Citizens Community Bancorp Inc. Stock Compensation Disclosure
STOCK-BASED AND OTHER COMPENSATION
On March 27, 2018, the stockholders of Citizens Community Bancorp, Inc. approved the 2018 Equity Incentive Plan. The aggregate number of shares of common stock initially reserved and available for issuance under the 2018 Equity Incentive Plan was 350,000 shares. As of December 31, 2025, 331,968 restricted shares had been granted under this plan, including performance based restricted stock issued and vested during the current periods: (1) 16,021 shares of performance-based restricted stock issued and vested in January 2025 upon achievement of the performance criteria and completion of the three-year performance period applicable to awards granted in January 2022; and (2) 8,805 shares of performance-based restricted stock issued and vested in January 2024 upon achievement of the performance criteria and completion of the three-year performance period applicable to awards granted in January 2021. As of December 31, 2025, no stock options had been granted under this plan.
In February 2008, the Company’s stockholders approved the Company’s 2008 Equity Incentive Plan for a term of 10 years. Due to the plan’s expiration, no new awards can be granted under this plan. As of December 31, 2025, there are no awarded unvested restricted shares and 35,500 awarded unexercised options remaining from the plan. Options granted under this plan vested pro rata over a five-year period from the grant date and were fully vested as of October 2022. Unexercised incentive stock options expire within 10 years of the grant date.
Net compensation expense related to restricted stock awards from these plans was $146 and $631 for the years ended December 31, 2025 and 2024, respectively. The remaining unrecognized compensation expense on restricted stock awards is $4 at December 31, 2025.
Restricted Common Stock Awards
| Year ended | Year ended | |||||||||||||||||||||||||
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| Number of Shares | Weighted Average Grant Price | Number of Shares | Weighted Average Grant Price | |||||||||||||||||||||||
| Restricted Shares | ||||||||||||||||||||||||||
| Unvested and outstanding at beginning of year | 39,171 | $ | 12.48 | 75,601 | $ | 12.41 | ||||||||||||||||||||
| Granted | — | — | 16,955 | 11.88 | ||||||||||||||||||||||
| Issued and vested | (33,062) | 12.50 | (53,139) | 12.19 | ||||||||||||||||||||||
| Forfeited | — | — | (246) | 11.88 | ||||||||||||||||||||||
| Unvested and outstanding at end of period | 6,109 | $ | 12.36 | 39,171 | $ | 12.48 | ||||||||||||||||||||
| December 31, 2025 | ||||||||||||||
| Number of Shares | Weighted Average Grant Price | |||||||||||||
| Performance Based Restricted Shares | ||||||||||||||
| Unvested at beginning of year | 33,188 | $ | 13.09 | |||||||||||
| 2022 performance shares granted above target | 1,154 | 14.00 | ||||||||||||
| Issued and vested | (16,021) | 14.00 | ||||||||||||
| Unvested at end of period | 18,321 | $ | 12.36 | |||||||||||
| December 31, 2024 | ||||||||||||||
| Number of Shares | Weighted Average Grant Price | |||||||||||||
| Performance Based Restricted Shares | ||||||||||||||
| Unvested at beginning of year | 41,993 | $ | 12.61 | |||||||||||
| Issued and vested | (8,805) | 10.78 | ||||||||||||
| Unvested at end of period | 33,188 | $ | 13.09 | |||||||||||
Common Stock Option Awards
| Option Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term in Years | Aggregate Intrinsic Value | |||||||||||||||||||||||
| Year ended December 31, 2025 | ||||||||||||||||||||||||||
| Outstanding at beginning of year | 52,000 | $ | 11.62 | |||||||||||||||||||||||
| Exercised | (16,500) | 10.84 | ||||||||||||||||||||||||
| Outstanding at end of period | 35,500 | $ | 11.98 | 1.06 | $ | 207 | ||||||||||||||||||||
| Exercisable at end of period | 35,500 | $ | 11.98 | 1.06 | $ | 207 | ||||||||||||||||||||
| Year ended December 31, 2024 | ||||||||||||||||||||||||||
| Outstanding at beginning of year | 54,000 | $ | 11.59 | |||||||||||||||||||||||
| Exercised | (2,000) | 11.00 | ||||||||||||||||||||||||
| Outstanding at end of year | 52,000 | $ | 11.62 | 1.85 | $ | 243 | ||||||||||||||||||||
| Exercisable at end of year | 52,000 | $ | 11.62 | 1.85 | $ | 243 | ||||||||||||||||||||
Information related to the 2008 Equity Incentive Plan during each period follows:
| Year ended December 31, | Year ended December 31, | |||||||||||||
| 2025 | 2024 | |||||||||||||
| Intrinsic value of options exercised | $ | 84 | $ | 12 | ||||||||||
| Cash received from options exercised | $ | 179 | $ | 22 | ||||||||||
| Tax benefit realized from options exercised | $ | — | $ | — | ||||||||||
Other Compensation
On January 23, 2025, the Company’s board of directors approved a phantom stock plan as part of the Company’s long-term incentive plan. The Plan allows certain employees to earn future cash awards linked to the Company’s future common share price for time and performance based cash awards. The performance based cash awards vest based on a combination of a three-year time period from January 23, 2025 through December 31, 2027, and performance targets based on the Company’s return on equity. For performance based awards, the ultimate cash payout of these awards will be paid within 60 days of December 31, 2027, based on the closing share price of the Company’s common stock as of the performance achievement approval date from the Compensation Committee. The time based cash awards vest ratably over a three-year time period. For time based awards, the ultimate cash payout of these awards will be based on the closing share price of the Company’s common stock on the anniversary of the award date each year. On January 23, 2025, time based awards were based on 15,044 shares and performance based awards were based on 15,049 shares.
On January 25, 2024, the Company’s board of directors approved a phantom stock plan as part of the Company’s long-term incentive plan. The Plan allows certain employees to earn future cash awards linked to the Company’s future common share price for time and performance based cash awards. The performance based cash awards vest based on a combination of a three-year time period from January 25, 2024 through December 31, 2026, and performance targets based on the Company’s return on equity. For performance based awards, the ultimate cash payout of these awards will be paid within 60 days of December 31, 2026, based on the closing share price of the Company’s common stock as of the performance achievement approval date from the Compensation Committee. The time based cash awards vest ratably over a three-year time period. For time based awards, the ultimate cash payout of these awards will be based on the closing share price of the Company’s common stock on the anniversary of the award date each year. On January 25, 2024, time based awards were based on 18,509 shares and performance based awards were based on 18,505 shares.
At the end of each reporting period, the Company estimates its potential liability related to the Plan and records any change to this liability as compensation expense in the consolidated statement of operations. At December 31, 2025 and December 31, 2024, the related liability was $494 and $190, respectively, which is included in other liabilities on the consolidated balance sheet. For the twelve months ended months ended December 31, 2025 and December 31, 2024, the Company recorded related expense of $403 and $190, respectively, which is included in compensation and related benefits/non-interest expense on the Company’s consolidated statement of operations.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 5, 2026 | Showing above |
| 2024 | Mar 13, 2025 | |
| 2023 | Mar 5, 2024 | |
| 2022 | Mar 7, 2023 | |
| 2021 | Mar 2, 2022 | |
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.