MetroCity Bankshares, Inc. Stock Compensation Disclosure

NOTE 13 – STOCK BASED COMPENSATION

The Company adopted the MetroCity Bankshares, Inc. 2018 Stock Option Plan (the “Prior Option Plan”) effective as of April 18, 2018, and the Prior Option Plan was approved by the Company’s shareholders on May 30, 2018. The Prior Option Plan provided for stock options awards to officers, employees and directors of the Company. The Board of Directors of the Company determined that it was in the best interests of the Company and its shareholders to amend and restate the Prior Option Plan to provide for the grant of additional types of awards. Acting pursuant to its authority under the Prior Option Plan, the Board of Directors approved and adopted the MetroCity Bankshares, Inc. 2018 Omnibus Incentive Plan (the “2018 Incentive Plan”), which constitutes the amended and restated version of the Prior Option Plan. The Board of Directors has reserved 2,400,000 shares of Company common stock for issuance pursuant to awards granted under the 2018 Incentive Plan, any or all of which may be granted as nonqualified stock options, incentive stock options, restricted stock, restricted stock units, performance awards and other stock-based awards. In the event all or a portion of a stock award is forfeited, cancelled, expires, or is terminated before becoming vested, paid, exercised, converted, or otherwise settled in full, any unissued or forfeited shares again become available for issuance pursuant to awards granted under the 2018 Incentive Plan and do not count against the maximum number of reserved shares. In addition, shares of common stock deducted or withheld to satisfy tax withholding obligations will be added back to the share reserve and will again be available for issuance pursuant to awards granted under the plan. The 2018 Incentive Plan is administered by the Compensation Committee of our Board of Directors (the “Committee”). The determination of award recipients under the 2018 Incentive Plan, and the terms of those awards, will be made by the Committee. At December 31, 2025, 240,000 stock options had been granted and 985,783 shares of restricted stock had been issued under the 2018 Incentive Plan.

Stock Options

The Company did not grant any stock options during the years ended December 31, 2025, 2024 and 2023. A summary of stock option activity for the years ended December 31, 2025, 2024 and 2023 is presented below:

​

​

During the year ended December 31, 2024, the Company received cash proceeds of $900,000 from the exercise of 70,866 stock options. No stock options were exercised during the years ended December 31, 2025 and 2023. During the years ended December 31, 2025, 2024 and 2023, the Company recognized no compensation expense for stock options. As of December 31, 2025 and 2024, all of the cost related to the outstanding stock options had been recognized.

Restricted Stock Units

The Company has periodically issued restricted stock units to its directors, executive officers and certain employees under the 2018 Incentive Plan. Compensation expense for restricted stock is based upon the grant date fair value of the shares and is recognized over the vesting period of the units. Shares of restricted stock units granted to officers and employees vest in equal annual installments on the first three anniversaries of the grant date. Shares of restricted stock units granted to directors vest 25% on the grant date and 25% on each of the first three anniversaries of the grant date.

A summary of restricted stock activity for the years ended December 31, 2025, 2024 and 2023 is presented below:

​

​

During the years ended December 31, 2025, 2024 and 2023, the Company recognized compensation expense for restricted stock of $2.9 million, $2.6 million and $2.4 million, respectively. As of December 31, 2025 and 2024, there was $3.0 million and $2.9 million of total unrecognized compensation cost related to nonvested shares granted under the Plan. As of December 31, 2025, the unrecognized compensation cost is expected to be recognized over a weighted-average period of 2.0 years. The grant date fair value of shares vested during the years ended December 31, 2025 and 2024 was $2.9 million and $2.5 million, respectively.