GLACIER BANCORP, INC.GBCI
GLACIER BANCORP, INC. Stock Compensation Disclosure
Stock-based Compensation Plan
The Company has two stock-based compensation plans in effect at December 31, 2025. The 2015 Stock Incentive Plan expired in April 2025, but still has non-vested restricted stock awards at December 31, 2025. The 2025 Stock Incentive Plan provides incentives and awards to select employees and directors of the Company and permits the granting of stock options, share appreciation rights, restricted shares, restricted stock units, unrestricted shares and performance awards. At December 31, 2025, the number of shares available to award to employees and directors under the 2025 Stock Incentive Plan was 1,576,952. Only restricted stock units were issued for the years ended December 31, 2025, 2024 and 2023.
Restricted Stock Units
The Company has awarded restricted stock units to select employees and directors under the 2015 Stock Incentive Plan and 2025 Stock Incentive Plan. Common stock is issued as vesting restrictions lapse, and the restricted stock unit is settled, which may be immediately or according to the terms of a vesting schedule. The vesting is generally zero to three years. Restricted stock units may not be sold, pledged or otherwise transferred until restrictions have lapsed. The recipient does not have the right to vote or to receive dividends until the restricted stock unit has vested and settled, at which time shares are issued with voting rights and dividends accumulated since the date of grant are paid out. The fair value of the restricted stock unit is the closing price of the Company’s common stock on the award date.
Compensation expense related to restricted stock units for the years ended December 31, 2025, 2024 and 2023 was $8,076,000, $7,919,000 and $7,895,000, respectively, and the recognized income tax benefit related to this expense was $2,002,000, $1,973,000 and $1,976,000, respectively. As of December 31, 2025, total unrecognized compensation expense of $8,262,000 related to restricted stock units is expected to be recognized over a weighted-average period of 1.9 years.
The fair value of restricted stock units that vested during the years ended December 31, 2025, 2024 and 2023 was $8,351,000, $7,989,000 and $7,410,000, respectively, and the income tax benefit related to these awards was $2,207,000, $1,602,000 and $1,691,000, respectively. Upon vesting of restricted stock units, the shares are issued from the Company’s authorized stock balance.
The following table summarizes the restricted stock unit activity for the year ended December 31, 2025:
| Restricted Stock Units | Weighted- Average Grant Date Fair Value | ||||||||||
| Non-vested at December 31, 2024 | 289,508 | $ | 43.70 | ||||||||
| Granted | 184,916 | 49.16 | |||||||||
| Vested | (167,849) | 46.35 | |||||||||
| Forfeited | (9,156) | 44.41 | |||||||||
| Non-vested at December 31, 2025 | 297,419 | 45.70 | |||||||||
The average remaining contractual term on non-vested restricted stock units at December 31, 2025 is 0.9 years. The aggregate intrinsic value of the non-vested restricted stock units at December 31, 2025 was $13,101,000.
Stock Options
During 2025, in connection with the Guaranty acquisition, the Company assumed stock options originally issued under Guaranty’s 2015 Equity Incentive Plan. All shares subject to stock options and per share exercise prices were adjusted as of the acquisition date. Upon exercise of the stock options, the shares are issued from the Company's authorized and unissued common stock. Prior to the Guaranty stock options being assumed, there were 2,365 stock options outstanding from the Company’s 2019 acquisition of Heritage Bank. There were no stock options granted during 2025, 2024, or 2023.
There was no compensation expense related to stock options for the years ended December 31, 2025, 2024, and 2023. As of December 31, 2025, there was total unrecognized compensation expense of zero related to stock options.
The total intrinsic value of options exercised during the years ended December 31, 2025, 2024, and 2023 was $607,000, $65,000, and $24,000, respectively, and the income tax benefit related to these exercises was $9,000 for the year ended December 31, 2025 and zero for both 2024 and 2023. Total cash received from options exercised during the years ended December 31, 2025 and 2024 was $1,059,000 and $113,000, respectively.
Changes in shares granted for stock options for the year ended December 31, 2025 are summarized as follows:
| Stock Options | Weighted- Average Exercise Price | ||||||||||
| Outstanding at December 31, 2024 | 2,365 | $ | 21.35 | ||||||||
| Acquisitions | 321,027 | 39.52 | |||||||||
| Exercised | (37,934) | 27.90 | |||||||||
| Outstanding at December 31, 2025 | 285,458 | 29.05 | |||||||||
| Exercisable at December 31, 2025 | 285,458 | 29.05 | |||||||||
The average remaining contractual term on outstanding stock options at December 31, 2025 was 5.5 years. The aggregate intrinsic value of the outstanding stock options at December 31, 2025 was $4,281,000.
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.