HANMI FINANCIAL CORP Stock Compensation Disclosure
Note 15 — Share-Based Compensation
At December 31, 2025, we maintained the 2021 Equity Compensation Plan (the “2021 Plan”). At December 31, 2024 and 2023, we also maintained the 2013 Equity Compensation Plan (the “2013 Plan,” and collectively with the 2021 Plan, the “Plans”). Once the 2021 Plan was adopted, no further grants were permitted to be made under the 2013 Plan. At December 31, 2025, there were no unvested or outstanding awards governed by, or further awards available for further grant under, the 2013 Plan.
The Company may provide awards of options, stock appreciation rights, restricted stock awards, restricted stock unit awards, shares granted as a bonus or in lieu of another award, dividend equivalents, other stock-based awards or performance awards, together with any other right or interest to a participant. Participants include executives and other employees, officers, directors, consultants and other persons who provide services to the Company or its related entities. Under the 2021 Plan, we may grant equity incentive awards for up to 1,500,000 shares of common stock. As of December 31, 2025, 739,840 shares were still available for issuance under the 2021 Plan.
The table below provides the share-based compensation expense and related tax benefits for the periods indicated:
|
|
Year Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
(in thousands) |
|
|||||||||
Share-based compensation expense |
|
$ |
3,598 |
|
|
$ |
3,575 |
|
|
$ |
2,681 |
|
Related tax benefits |
|
$ |
1,061 |
|
|
$ |
1,065 |
|
|
$ |
808 |
|
As of December 31, 2025, unrecognized share-based compensation expense was $4.1 million with an average expected recognition period of 1.7 years.
2013 and 2021 Equity Compensation Plans
Stock Options
All stock options granted under the Plans have an exercise price equal to the fair market value of the underlying common stock on the date of grant. Stock options granted generally vest based on to five years of continuous service and expire ten years from the date of grant. Authorized but unissued shares of common stock are issued or treasury shares are utilized upon the exercise of stock options. There were no options granted during the three years ended December 31, 2025, 2024 or 2023.
The following information under the Plans is presented for the periods indicated:
|
|
Year Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
(in thousands) |
|
|||||||||
Total intrinsic value of options exercised (1) |
|
$ |
— |
|
|
$ |
61 |
|
|
$ |
343 |
|
Cash received from options exercised |
|
$ |
— |
|
|
$ |
582 |
|
|
$ |
— |
|
The following is a summary of stock option transactions under the Plans for the periods indicated:
|
|
Year Ended December 31, |
|
|||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||||||||||||||
|
|
Number of |
|
|
Weighted- |
|
|
Number of |
|
|
Weighted- |
|
|
Number of |
|
|
Weighted- |
|
||||||
Options outstanding at beginning of period |
|
|
3,000 |
|
|
$ |
24.83 |
|
|
|
61,000 |
|
|
$ |
22.73 |
|
|
|
111,000 |
|
|
$ |
19.89 |
|
Options exercised |
|
|
— |
|
|
$ |
— |
|
|
|
(25,000 |
) |
|
$ |
25.75 |
|
|
|
(50,000 |
) |
|
23.29 |
|
|
Options expired |
|
|
(3,000 |
) |
|
$ |
24.83 |
|
|
|
(33,000 |
) |
|
$ |
22.10 |
|
|
|
— |
|
|
$ |
— |
|
Options outstanding at end of period |
|
|
— |
|
|
$ |
— |
|
|
|
3,000 |
|
|
$ |
24.83 |
|
|
|
61,000 |
|
|
$ |
22.73 |
|
Options exercisable at end of period |
|
|
— |
|
|
$ |
— |
|
|
|
3,000 |
|
|
$ |
24.83 |
|
|
|
61,000 |
|
|
$ |
22.73 |
|
As of December 31, 2025, there were no stock options outstanding under the Plans, and there was no unrecognized compensation cost as all stock options issued under the Plans had fully vested.
Restricted Stock Awards
Restricted stock awards under the Plans become fully vested after a certain number of years of service. Hanmi Financial becomes entitled to an income tax deduction in an amount equal to the taxable income reported by the holders of the restricted shares when the restrictions are released and the shares are issued. Restricted shares are forfeited if officers and employees terminate prior to the lapsing of restrictions. Forfeitures of restricted stock are transferred back to the Company as treasury shares, and are available for future issuance under the Plans.
The table below provides information for restricted stock awards under the Plans for the periods indicated:
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||||||||||||||
|
|
Number of |
|
|
Weighted- |
|
|
Number of |
|
|
Weighted- |
|
|
Number of |
|
|
Weighted- |
|
||||||
Restricted stock at beginning of period |
|
|
259,208 |
|
|
$ |
17.56 |
|
|
|
196,445 |
|
|
$ |
20.72 |
|
|
|
156,174 |
|
|
$ |
21.29 |
|
Restricted stock granted |
|
|
114,203 |
|
|
|
22.96 |
|
|
|
170,541 |
|
|
|
15.69 |
|
|
|
131,021 |
|
|
|
18.86 |
|
Restricted stock vested |
|
|
(133,191 |
) |
|
|
18.51 |
|
|
|
(106,417 |
) |
|
|
19.51 |
|
|
|
(83,968 |
) |
|
|
19.34 |
|
Restricted stock forfeited |
|
|
(10,647 |
) |
|
|
18.85 |
|
|
|
(1,361 |
) |
|
|
18.16 |
|
|
|
(6,782 |
) |
|
|
23.08 |
|
Restricted stock at end of period |
|
|
229,573 |
|
|
$ |
19.64 |
|
|
|
259,208 |
|
|
$ |
17.56 |
|
|
|
196,445 |
|
|
$ |
20.72 |
|
As of December 31, 2025, there was $2.8 million of total unrecognized compensation cost related to nonvested shares granted under the Plans. The cost is expected to be recognized over a weighted-average period of 1.7 years. The total fair value of shares vested during the years ended December 31, 2025, 2024 and 2023 was $3.6 million, $2.5 million, and $1.4 million, respectively.
Performance Stock Units
During the twelve months ended December 31, 2025, the Company granted to members of executive management 53,509 performance stock units (“PSUs”) from the 2021 Plan with a grant date fair value of $1.3 million. PSUs are similar to restricted stock awards, except the recipient does not receive the stock immediately, but instead receives it in accordance to a vesting plan and distribution schedule after achieving required performance milestones and upon remaining with the Company for a particular length of time. Each PSU that vests entitles the recipient to receive one share of the Company’s common stock on a specified issuance date.
PSUs granted during the years ended December 31, 2023 and 2024, vest into shares based on a three-year cliff vesting subject to achievement of a total shareholder return (“TSR”) performance metric, relative to a peer group of approximately 50 regional banks. PSUs granted during the year ended December 31, 2025 vest into shares subject to the achievement of the TSR performance metric and a tangible book value ("TBV") performance metric on an equally weighted basis. PSUs granted during 2025 were determined to have a grant date fair value of $21.39 per share. The fair value of the performance PSUs at the grant date was determined using a Monte Carlo simulation method. The number of PSUs subject to the TSR that ultimately vest at the end of the three-year vesting performance period, if any, will be based on the relative rank of the Company’s TSR among the TSRs of a peer group of approximately 50 regional banks. The PSUs granted during 2025 will ultimately vest based on the relative rank, among the regional bank peer group, of the Company for both the TSR and TBV performance metrics, with each performance metric weighted at 50%. Although the recipient does receive dividend equivalent rights for any dividends paid during the performance period based on the target shares granted, no stockholder rights, including voting, or liquidation rights will be conferred upon the recipient until becoming the record holder of those shares.
The table below provides information for performance stock units under the 2021 Plans for the periods indicated:
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||||||||||||||
|
|
Number of |
|
|
Weighted- |
|
|
Number of |
|
|
Weighted- |
|
|
Number of |
|
|
Weighted- |
|
||||||
Performance stock at beginning of period |
|
|
180,330 |
|
|
$ |
17.44 |
|
|
|
134,358 |
|
|
$ |
21.37 |
|
|
|
104,599 |
|
|
$ |
18.83 |
|
Performance stock granted |
|
|
53,509 |
|
|
|
21.39 |
|
|
|
88,598 |
|
|
|
14.30 |
|
|
|
53,696 |
|
|
|
21.08 |
|
Performance stock vested |
|
|
(32,759 |
) |
|
|
25.10 |
|
|
|
(39,249 |
) |
|
|
18.40 |
|
|
|
(23,937 |
) |
|
|
9.65 |
|
Performance stock forfeited |
|
|
(9,276 |
) |
|
|
21.60 |
|
|
|
(3,377 |
) |
|
|
18.40 |
|
|
|
— |
|
|
|
— |
|
Performance stock at end of period |
|
|
191,804 |
|
|
$ |
17.03 |
|
|
|
180,330 |
|
|
$ |
17.44 |
|
|
|
134,358 |
|
|
$ |
21.37 |
|
As of December 31, 2025, there was $1.4 million of total unrecognized compensation cost related to units granted under the 2021 Plan. The cost is expected to be recognized over a weighted-average period of 1.8 years.
Compensation expense for these units is based on the fair value of the grants at the grant date and is amortized on a straight-line basis over the vesting period. For the twelve months ended December 31, 2025, total compensation expense for the PSUs was $1.1 million. The total fair value of the PSUs at December 31, 2025 was $5.2 million.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Feb 28, 2023 | |
| 2021 | Feb 28, 2022 | |
| 2020 | Mar 1, 2021 | |
| 2019 | Mar 2, 2020 | |
| 2018 | Mar 1, 2019 | |
| 2017 | Mar 1, 2018 | |
| 2016 | Mar 1, 2017 | |
| 2015 | Feb 29, 2016 | |
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.