SB FINANCIAL GROUP, INC. Stock Compensation Disclosure

Note 18: Share-Based Compensation Plan

 

In April 2017, the shareholders approved a new share-based incentive compensation plan, the SB Financial Group, Inc. 2017 Stock Incentive Plan (the “2017 Plan”). This plan permits the grant or award of incentive stock options, nonqualified stock options, stock appreciation rights (“SAR’s”), restricted stock, and restricted stock units (“RSU’s”) for up to 500,000 common shares of the Company.

 

The 2017 Plan is intended to advance the interests of the Company and its shareholders by offering employees, directors and advisory board members of the Company and its subsidiaries an opportunity to acquire or increase their ownership interest in the Company through grants of equity-based awards. The 2017 Plan permits equity-based awards to be used to attract, motivate, reward and retain highly competent individuals upon whose judgment, initiative, leadership and efforts are key to the success of the Company by encouraging those individuals to become shareholders of the Company.

 

Option awards are granted with an exercise price equal to the market price of the Company’s common shares at the date of grant and those option awards vest based on five years of continuous service and have 10-year contractual terms. The fair value of each option award is estimated on the date of grant using the Black-Scholes valuation model. There were no options granted in 2025 or 2024. There were no stock options outstanding as of December 31, 2025, or 2024, and no compensation expense was charged against income with respect to option awards under the 2017 Plan for the years ended December 31, 2025, or 2024.

 

As of December 31, 2025, there was no unrecognized compensation cost related to incentive option share-based compensation arrangements granted under the 2017 Plan.

 

Pursuant to the Long Term Incentive (“LTI”) Plan, the Company awards restricted common shares of the Company under the 2017 Plan to certain key executives. These restricted stock awards vest over a four-year period and are intended to assist the Company in retention of key executives. During 2025 and 2024, the Company met certain performance targets and restricted stock awards were approved by the Board. The compensation cost charged against income for the LTI Plan was $0.5 million and $0.6 million for 2025 and 2024, respectively. The total income tax benefit recognized in the income statement for share-based compensation arrangements was $0.1 million and $0.1 million for 2025 and 2024, respectively.

A summary of restricted stock activity under the Company’s LTI Plan for the year ended December 31, 2025, is presented below:

 

		Shares				Weighted-Average Value per Share
Nonvested, January 1, 2025			54,311			$	17.15
Granted			28,715				22.71
Vested			(33,316	)			19.41
Forfeited			(10,072	)			18.01
Nonvested, December 31, 2025			39,638			$	19.05

  

As of December 31, 2025, there was $0.5 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements related to the restricted stock awards under the 2017 Plan which were granted in accordance with the LTI Plan. That cost is expected to be recognized over a weighted-average period of 1.89 years.