FIRST MID BANCSHARES, INC. Stock Compensation Disclosure
Note 13 -- Stock Incentive Plan
At the Annual Meeting of Stockholders held April 26, 2017, the stockholders approved the 2017 Stock Incentive Plan ("SI Plan"). The SI Plan was implemented to succeed the Company's 2007 Stock Incentive Plan, which had a ten-year term. At the Annual Meeting of Stockholders held on April 30, 2025, the stockholders approved amendments to the SI Plan to change the name of the plan to the 2025 Stock Incentive Plan and to extend the term of the plan to January 21, 2035. The SI Plan is intended to provide a means whereby directors, employees, consultants and advisors of the Company and its Subsidiaries may sustain a sense of proprietorship and personal involvement in the continued development and financial success of the Company and its Subsidiaries, thereby advancing the interests of the Company and its stockholders. Accordingly, directors and selected employees, consultants and advisors may be provided the opportunity to acquire shares of Common Stock of the Company on the terms and conditions established in the SI Plan.
Following the stockholders' approval at the 2025 annual meeting of the Company, a maximum of 1 million shares of common stock may be issued under the SI Plan. The Company awarded 84,097, 80,332 and 45,986 shares (under the 2017 Stock Incentive Plan) during 2025, 2024, and 2023, respectively, as stock and stock unit awards. The Company recognizes forfeitures of awarded shares as they occur.
The following table summarizes the compensation cost, net of forfeitures, related to stock-based compensation for the years ended December 31, 2025, 2024, and 2023 (in thousands):
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|
2025 |
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2024 |
|
|
2023 |
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Stock and stock unit awards: |
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|
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Pre-tax compensation expense |
|
$ |
2,642 |
|
|
$ |
2,359 |
|
|
$ |
1,656 |
|
Income tax benefit |
|
|
(555 |
) |
|
|
(495 |
) |
|
|
(348 |
) |
Total share-based compensation expense, net of income taxes |
|
$ |
2,087 |
|
|
$ |
1,864 |
|
|
$ |
1,308 |
|
The following table summarizes non-vested stock and stock unit activity for the years ended December 31, 2025, 2024, and 2023:
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2025 |
|
|
2024 |
|
|
2023 |
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Weighted-avg |
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Weighted-avg |
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|
Weighted-avg |
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|
|
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Grant-date |
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|
|
|
|
Grant-date |
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|
|
|
Grant-date |
|
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Shares |
|
|
Fair Value |
|
|
Shares |
|
|
Fair Value |
|
|
Shares |
|
|
Fair Value |
|
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Nonvested, beginning of year |
|
|
96,571 |
|
|
$ |
32.29 |
|
|
|
76,740 |
|
|
$ |
33.24 |
|
|
|
82,048 |
|
|
$ |
37.41 |
|
Granted |
|
|
84,097 |
|
|
|
38.96 |
|
|
|
80,332 |
|
|
|
33.51 |
|
|
|
45,986 |
|
|
|
27.64 |
|
Vested |
|
|
(62,512 |
) |
|
|
(35.20 |
) |
|
|
(58,330 |
) |
|
|
(35.05 |
) |
|
|
(49,525 |
) |
|
|
(34.88 |
) |
Forfeited |
|
|
(1,452 |
) |
|
|
(36.39 |
) |
|
|
(2,171 |
) |
|
|
(32.21 |
) |
|
|
(1,769 |
) |
|
|
(35.15 |
) |
Nonvested, end of year |
|
|
116,704 |
|
|
$ |
35.57 |
|
|
|
96,571 |
|
|
$ |
32.29 |
|
|
|
76,740 |
|
|
$ |
33.24 |
|
Fair value of shares vested |
|
|
|
|
$ |
2,200,358 |
|
|
|
|
|
$ |
2,044,438 |
|
|
|
|
|
$ |
1,727,554 |
|
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The fair value of the awards is amortized to compensation expense over the vesting periods of the awards (four years for restricted stock unit awards and three years for restricted stock awards) and is based on the market price of the Company’s common stock at the date of grant multiplied by the number of shares granted that are expected to vest. As of December 31, 2025, 2024, and 2023, there was $2.0 million, $1.4 million, and $1.5 million, respectively, of total unrecognized compensation cost related to unvested stock and stock unit awards under the SI Plan.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Feb 28, 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.