John Marshall Bancorp, Inc. Stock Compensation Disclosure
Note 14— Stock Based Compensation Plan
The Company’s share-based compensation plan, approved by stockholders on June 17, 2025 (“2025 Plan”), provides for the grant of share-based awards in the form of incentive stock options, non-incentive stock options, restricted stock awards and restricted stock units to directors and employees. The Company reserved 425,000 shares of voting common stock for issuance under the 2025 Plan, of which 383,113 was available for grant in future periods as of December 31, 2025. Under the 2025 Plan, the exercise price of options may not be less than 100% of fair market value at the grant date with a maximum term for an option award of from the grant date. The Company’s Compensation Committee administers the 2025 Plan and has the authority to determine the terms and conditions of each award thereunder.
The Company’s previous share-based compensation plan, the 2015 Stock Option Plan (“2015 Plan”), provided for the grant of share-based awards in the form of incentive stock options, non-incentive stock options, restricted stock and restricted stock units to directors and employees. The 2015 Plan provided for awards of up to 976,211 shares of voting common stock. The 2015 Plan expired on April 28, 2025 and was replaced by the 2025 Plan. Share-based awards outstanding prior to April 28, 2025 were granted under the 2015 Plan and are subject to the provisions of the 2015 Plan.
The table below provides a summary of the stock options activity for the year ended December 31, 2025.
December 31, 2025 | ||||||||
Weighted Average | Aggregate Intrinsic | |||||||
| Shares | | Exercise Price | | Value | |||
Outstanding at January 1, 2025 |
| 58,660 | $ | 11.77 |
| | ||
Granted |
| — |
| — |
| | ||
Exercised |
| (56,224) |
| 11.77 |
| | ||
Forfeited or expired |
| (2,436) |
| 11.77 |
| | ||
Outstanding at December 31, 2025 |
| — |
| — | $ | — | ||
Exercisable December 31, 2025 |
| — | $ | — | $ | — | ||
The intrinsic value of options exercised was $253 thousand for the year ended December 31, 2025 and $654 thousand for the year ended December 31, 2024. These amounts change based on changes in the market value of the Company’s voting common stock.
There were no options granted during the years ended December 31, 2025 and 2024.
The Company did not have share-based compensation expense applicable to the Company’s share-based compensation plans for stock options for the year ended December 31, 2025 or December 31, 2024.
The table below provides a summary of the restricted stock awards activity for the year ended December 31, 2025.
December 31, 2025 | |||||
Weighted Average | |||||
| Shares | | Grant Date Fair Value | ||
Nonvested at January 1, 2025 |
| 54,388 | $ | 21.97 | |
Granted |
| 43,137 |
| 20.93 | |
Vested |
| (24,511) |
| 21.98 | |
Forfeited |
| (4,467) |
| 22.42 | |
Nonvested at December 31, 2025 |
| 68,547 | 21.28 | ||
Compensation expense for restricted stock grants is recognized over the vesting period of the awards based on the fair value of the Company’s voting common stock at issue date. The fair value of the stock was determined using the closing stock price on the day of grant. The restricted stock grants vest over to five years. The Company awarded 43,137 restricted stock grants during the year ended December 31, 2025 with a weighted average grant date fair value of $20.93 per share.
Share-based compensation expense applicable to the Company’s share-based compensation plans for restricted stock grants was $527 thousand and $555 thousand for the years ended December 31, 2025 and December 31, 2024, respectively. The total fair value of the shares, which vested during 2025 and 2024, was $515 thousand and $493 thousand, respectively.
Unrecognized share-based compensation expense related to nonvested restricted stock grants amounted to $1.2 million as of December 31, 2025. This amount is expected to be recognized over a weighted-average period of 1.9 years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 13, 2026 | Showing above |
| 2024 | Mar 28, 2025 | |
| 2023 | Mar 20, 2024 | |
| 2022 | Mar 23, 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.