12.
Stock Based Compensation

Employee Stock Ownership Plan

The Company maintains the First Seacoast Bank Employee Stock Ownership Plan (“ESOP”) to provide eligible employees of the Company the opportunity to own Company stock. The ESOP is a tax-qualified retirement plan for the benefit of Company employees. Contributions are allocated to eligible participants on the basis of compensation, subject to federal limits. The Company uses the principal and interest method to determine the release of shares amount. The number of shares committed to be released per year through 2047 is 15,354.

The ESOP funded its purchase of 423,715 shares through a loan from the Company equal to 100% of the aggregate purchase price of the common stock. The ESOP trustee is repaying the loan principally through the Bank’s contributions to the ESOP over the remaining loan term that matures on December 31, 2047. At December 31, 2025 and 2024, the remaining principal balance on the ESOP debt was $4.1 million.

Under applicable accounting requirements, the Company records compensation expense for the ESOP equal to fair market value of shares when they are committed to be released from the suspense account to participants’ accounts under the plan. Total compensation expense recognized in connection with the ESOP for the years ended December 31, 2025 and 2024, was $174,000 and $138,000, respectively. At December 31, 2025 and 2024, total unearned compensation for the ESOP was $3.7 million and $3.9 million, respectively.

 

 

December 31,

 

 

 

2025

 

 

2024

 

Shares held by the ESOP include the following:

 

 

 

 

 

 

Allocated

 

 

70,572

 

 

 

55,218

 

Committed to be allocated

 

 

15,354

 

 

 

15,354

 

Unallocated

 

 

337,789

 

 

 

353,143

 

Total

 

 

423,715

 

 

 

423,715

 

The fair value of unallocated shares was approximately $4.5 million and $3.5 million at December 31, 2025 and 2024, respectively.

Equity Incentive Plan

Effective May 27, 2021, the Company adopted the First Seacoast Bancorp 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the granting of incentive and non-statutory stock options to purchase shares of common stock and the granting of shares of restricted stock awards and restricted stock units. The 2021 Plan authorizes the issuance or delivery to participants of up to 348,801 shares of common stock (adjusted for the second step conversion transaction). Of this number, the maximum number of shares of common stock that may be issued pursuant to the exercise of stock options is 249,144 shares (adjusted for the second step conversion transaction), and the maximum number of shares of common stock that may be issued as restricted stock awards or restricted stock units is 99,657 shares (adjusted for the second step conversion transaction). The exercise price of stock options may not be less than the fair market value on the date the stock option is granted. Further, stock options may not be granted with a term that is longer than 10 years.

On May 25, 2023, 249,144 incentive and non-statutory stock options to purchase shares of common stock were granted under the 2021 Plan to directors for their services on the board of directors and certain members of management. The Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. Since it was determined that the Company lacked sufficient historical closing stock prices, the expected volatility assumption was based upon a combination of actual historical volatility combined with the historical volatility developed for comparable companies. Also, since the Company lacked the appropriate historical data, the expected term of the option was calculated using the simplified method. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The estimated grant date fair value of each option is expensed as employee benefits expense ratably over the vesting period. The expense recognized for this grant was $234,000 for the years ended December 31, 2025 and 2024, which provided a tax benefit of $63,000. At December 31, 2025 and 2024, total unrecognized compensation expense for this equity incentive plan was $96,000 and $335,000 with a 0.4 year and 1.4 year weighted average future recognition period, respectively.

Effective May 30, 2024, the Company adopted the First Seacoast Bancorp, Inc. 2024 Equity Incentive Plan (the “2024 Plan”). The 2024 Plan provides for the granting of incentive and non-statutory stock options to purchase shares of common stock or the granting of shares of restricted stock awards and restricted stock units. The 2024 Plan authorizes the issuance or delivery to participants of up to 392,700 converted shares of common stock. Of this number, the maximum number of shares

of common stock that may be issued pursuant to the exercise of stock options is 280,500 shares, and the maximum number of shares of common stock that may be issued as restricted stock awards or restricted stock units is 112,200 shares.

On December 2, 2024, 280,500 incentive and non-statutory stock options to purchase shares of common stock were granted under the 2024 Plan to directors for their services on the board of directors and certain members of management. As noted above, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model which requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. The expected volatility assumption for this award was based upon the actual historical price volatility of the Company’s common stock. The expected term of the option was calculated using the simplified method since the Company continues to lack the appropriate historical data. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The estimated grant date fair value of each option is expensed as employee benefits expense ratably over the vesting period. The expense recognized for this grant was $362,000 and $31,000 for the years ended December 31, 2025 and 2024, respectively, which provided a tax benefit of $93,000 and $8,000, respectively. At December 31, 2025 and 2024, total unrecognized compensation expense for this equity incentive plan was $694,000 and $1.0 million, respectively, with a 1.9 and 2.9 year weighted average future recognition period, respectively.

The Company has a policy of using shares held as treasury stock to satisfy share option exercises. Currently, the Company has a sufficient number of treasury shares to satisfy expected share option exercises (see Note 17 for more information).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

December 31, 2025

 

 

Number of Shares

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining Contractual Term (in Years)

 

 

Aggregate Intrinsic Value

 

Stock options:

 

 

 

 

 

 

 

 

 

(In Thousands)

 

Outstanding at beginning of year

 

529,644

 

 

$

8.72

 

 

 

8.9

 

 

$

684

 

     Granted

 

 

 

 

 

 

 

 

 

 

 

     Exercised

 

 

 

 

 

 

 

 

 

 

 

 Forfeited

 

(2,750

)

 

 

9.29

 

 

 

 

 

 

 

Outstanding at end of year

 

526,894

 

 

$

8.72

 

 

 

7.9

 

 

$

2,360

 

 

 

 

 

 

 

 

 

 

 

 

 

 Fully vested and expected to vest

 

255,346

 

 

$

8.72

 

 

 

7.4

 

 

$

1,144

 

 

 

 

 

 

 

 

 

 

 

 

 

 Exercisable at end of year

 

255,346

 

 

$

8.72

 

 

 

7.4

 

 

$

1,144

 

 

 

December 31, 2024

 

 

Number of Shares

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining Contractual Term (in Years)

 

 

Aggregate Intrinsic Value

 

Stock options:

 

 

 

 

 

 

 

 

 

(In Thousands)

 

Outstanding at beginning of year

 

249,144

 

 

$

8.06

 

 

 

9.4

 

 

$

 

     Granted

 

290,500

 

 

 

9.29

 

 

 

 

 

 

 

     Exercised

 

 

 

 

 

 

 

 

 

 

 

 Forfeited

 

(10,000

)

 

 

8.06

 

 

 

 

 

 

 

Outstanding at end of year

 

529,644

 

 

$

8.72

 

 

 

8.9

 

 

$

684

 

 

 

 

 

 

 

 

 

 

 

 

 

 Fully vested and expected to vest

 

79,715

 

 

$

8.06

 

 

 

8.4

 

 

$

158

 

 

 

 

 

 

 

 

 

 

 

 

 

 Exercisable at end of year

 

79,715

 

 

$

8.06

 

 

 

8.4

 

 

$

158

 

 

 

 

 

 

 

 

 

 

 

 

 

On December 2, 2024, 112,200 restricted stock awards were granted under the 2024 Plan to directors for their services on the board of directors and certain members of management at $9.29 per share. The total fair value related to the December 2, 2024 grant was $1.0 million. These restricted stock awards time-vest over a three year period and have been fair valued as of the date of grant. The holders of restricted stock awards participate fully in the rewards of stock ownership of the Company, including voting rights when granted and dividend rights when vested. For the years ended December 31, 2025 and 2024, the expense recognized for this grant was $347,000 and $29,000, respectively, which provided a tax benefit of $96,000 and $8,000, respectively. At December 31, 2025 and 2024, total unrecognized compensation expense for this equity incentive plan was $666,000 and $1.0 million, respectively, with a 1.9 and 2.9 year weighted average future recognition period, respectively.

On June 1, 2023, 2,478 restricted stock awards were granted under the 2021 Plan to a certain member of management at $7.99 per share. The total fair value related to the June 1, 2023 grant was $20,000. These restricted stock awards time-vest 50% as of November 18, 2023 and 50% as of November 18, 2024 and have been fair valued as of the date of grant. On November 18, 2021, 98,850 restricted stock awards (adjusted for the second step conversion transaction) were granted under the 2021 Plan to directors for their services on the board of directors and certain members of management at $11.95 per share (adjusted for the second step conversion transaction). The total fair value related to the grant was $1.2 million. These restricted stock awards time-vest over a three year period and have been fair valued as of the date of grant. The holders of restricted stock awards participate fully in the rewards of stock ownership of the Company, including voting rights when granted and dividend rights when vested. For the years ended December 31, 2025 and 2024, the expense recognized for these grants was $-0- and $350,000, respectively, which provided a tax benefit of $-0- and $108,000, respectively. At December 31, 2025 and 2024, total unrecognized compensation expense for this equity incentive plan was $-0-.

A summary of non-vested restricted shares outstanding as of December 31, 2025 and 2024, and changes during the years then ended is presented below:

 

December 31, 2025

 

 

Number of Shares

 

 

Weighted Average Grant Value

 

Restricted stock:

 

 

 

 

 

Non-vested at beginning of year

 

112,200

 

 

$

9.29

 

     Granted

 

 

 

 

 

     Vested

 

(37,400

)

 

 

9.29

 

 Forfeited

 

 

 

 

 

Non-vested at end of year

 

74,800

 

 

$

9.29

 

 

 

 

 

 

 

 

December 31, 2024

 

 

Number of Shares

 

 

Weighted Average Grant Value

 

Restricted stock:

 

 

 

 

 

Non-vested at beginning of year

 

33,629

 

 

$

11.80

 

     Granted

 

112,200

 

 

 

9.29

 

     Vested

 

(33,629

)

 

 

11.80

 

 Forfeited

 

 

 

 

 

Non-vested at end of year

 

112,200

 

 

$

9.29

 

Historical Timeline

Fiscal YearFiled
2025Mar 20, 2026Showing above
2024Mar 21, 2025
2022Mar 24, 2023

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.