FVCBankcorp, Inc.FVCB

FVCBankcorp, Inc. Stock Compensation Disclosure

10-KFiled Mar 16, 20263 min read
Stock-Based Compensation Plan
The Company’s Amended and Restated 2008 Option Plan (the "Plan"), which is stockholder-approved, was adopted to advance the interests of the Company by providing selected key employees of the Company, their affiliates, and directors with the opportunity to acquire shares of common stock in connection with their service to the Company. In May 2022, the stockholders approved an amendment to the Plan to extend the term and increase the number of shares authorized for issuance under the Plan by 200,000 shares. The Company has granted stock options and restricted stock units under the Plan.
The maximum number of shares with respect to which awards may be made is 2,929,296 shares of common stock, subject to adjustment for certain corporate events. Option awards are granted with an exercise price equal to the market price of the Company's stock at the date of grant, generally vest annually over four years of continuous service and have contractual terms of ten years. At December 31, 2025, 167,973 shares were available to grant under the Plan.
No options were granted during the years ended December 31, 2025 and 2024. For the year ended December 31, 2025, there were 218,916 shares, withheld from issuance upon exercise of options in order to cover the cost of the exercise by the participants. For the year ended December 31, 2024, there were 106,469 shares, withheld from issuance upon exercise of options in order to cover the cost of the exercise by the participants.
A summary of option activity under the Plan as of December 31, 2025, and changes during the year ended December 31, 2025 is presented below:
OptionsSharesWeighted
Average
Exercise
Price		Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value (1)
Outstanding at January 1, 2025721,690 $7.94 0.74
Granted— — 
Exercised(443,837)7.29 
Forfeited or expired(17,076)5.56 
Outstanding and Exercisable at December 31, 2025
260,777 $9.22 0.38$1,224,135 
________________________
(1)The aggregate intrinsic value of stock options represents the total pre-tax intrinsic value (the amount by which the current market value of the underlying stock exceeds the exercise price of the option) that would have been received by the option holders had all option holders exercised their options on December 31, 2025. This amount changes based on changes in the market value of the Company's stock.
As of December 31, 2025, all outstanding options of the Plan were fully vested. Tax benefits recognized for non-qualified stock option exercises during 2025 and 2024 totaled $196 thousand and $258 thousand, respectively.
A summary of the Company's restricted stock unit activity as of December 31, 2025, and changes during the year ended December 31, 2025 is presented below.
Number of
Restricted Stock Units		Weighted Average
Grant Date
Fair Value
Nonvested at January 1, 202589,055 $14.41 
Granted147,400 10.42 
Vested(59,756)13.96 
Forfeited(3,570)11.61 
Balance at December 31, 2025
173,129 $11.23 
The compensation cost that has been charged to income for the Plan was $854 thousand and $782 thousand for the years ended December 31, 2025 and 2024, respectively. For the years ended December 31, 2025 and 2024, 4,788 and 4,613 shares, respectively, were withheld from issuance upon vesting of restricted stock units for income tax withholding by the participants. As of December 31, 2025, there was $1.6 million of total unrecognized compensation cost related to nonvested restricted stock units granted under the Plan. The cost is expected to be recognized over a weighted-average period of 34 months.

Historical Timeline

Fiscal YearFiled
2025Mar 16, 2026Showing above
2024Mar 20, 2025
2023Mar 21, 2024
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.

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