ZIONS BANCORPORATION, NATIONAL ASSOCIATION /UT/ZION
ZIONS BANCORPORATION, NATIONAL ASSOCIATION /UT/ Stock Compensation Disclosure
SHARE-BASED COMPENSATION
We maintain a share-based compensation incentive plan that authorizes the granting of stock options, restricted stock, restricted stock units (“RSUs”), and other equity-based awards to employees and nonemployee directors. At December 31, 2025, a total of 7,100,000 shares were authorized under the plan, with 3,729,002 shares available for future grants.
All share-based payments to employees, including stock option grants, are recognized as compensation expense based on their grant date fair values and reflect any associated service or performance vesting requirements. The fair value of an equity award is estimated on the grant date using an appropriate valuation model, which incorporates post-vesting restrictions, but excludes service or performance vesting conditions.
All share-based awards are classified as equity instruments. Compensation expense is included in “Salaries and employee benefits” on the consolidated statement of income, with the corresponding equity effect included in shareholders’ equity. Forfeitures of share-based awards are recognized as they occur. Substantially all share-based awards—including stock options, restricted stock, and RSUs—feature graded vesting, which is recognized on a straight-line basis over the applicable vesting period.
The following schedule presents compensation expense and the related tax benefit for all share-based awards:
| (In millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Compensation expense | $ | 35 | $ | 31 | $ | 33 | |||||||||||
| Reduction of income tax expense | 10 | 7 | 9 | ||||||||||||||
At December 31, 2025, the unrecognized compensation expense related to nonvested share-based awards was approximately $43 million. This amount is expected to be recognized over a weighted average period of 2.7 years.
Stock Options
Stock options granted to employees generally vest one-third per year and expire seven years after the grant date. No stock options were granted in 2025 or 2024 following management's changes to incentive compensation programs. For stock options granted in 2023, the Black-Scholes option pricing model was used to estimate the grant date fair value for purposes of determining compensation expense.
The following schedule presents the weighted average grant date fair value and the significant assumptions used in the Black-Scholes model for these options:
| 2025 | 2024 | 2023 | |||||||||||||||
| Weighted average value for options granted | $ | — | $ | — | $ | 11.23 | |||||||||||
| Weighted average assumptions used: | |||||||||||||||||
| Expected dividend yield | — | % | — | % | 3.0 | % | |||||||||||
| Expected volatility | — | % | — | % | 27.0 | % | |||||||||||
| Risk-free interest rate | — | % | — | % | 4.00 | % | |||||||||||
| Expected life (in years) | 0.0 | 0.0 | 4.5 | ||||||||||||||
The assumptions for expected dividend yield, expected volatility, and expected life reflect management’s judgment and incorporate historical experience. Expected volatility is based in part on historical volatility. The risk-free interest rate is derived from the U.S. Treasury yield curve in effect at the grant date, matched to the expected life of the option.
The following schedule presents our stock option activity for the three years ended December 31, 2025:
| Number of shares | Weighted average exercise price | ||||||||||
| Balance at December 31, 2022 | 1,262,366 | $ | 50.75 | ||||||||
| Granted | 291,005 | 52.90 | |||||||||
| Exercised | (95,207) | 29.67 | |||||||||
| Expired | (27,948) | 35.41 | |||||||||
| Forfeited | (9,838) | 57.07 | |||||||||
| Balance at December 31, 2023 | 1,420,378 | 52.83 | |||||||||
| Exercised | (191,602) | 50.05 | |||||||||
| Expired | (103,008) | 46.84 | |||||||||
| Forfeited | (2,112) | 56.94 | |||||||||
| Balance at December 31, 2024 | 1,123,656 | 53.85 | |||||||||
| Exercised | (127,836) | 50.21 | |||||||||
| Expired | (41,339) | 56.94 | |||||||||
| Forfeited | (2,097) | 52.90 | |||||||||
| Balance at December 31, 2025 | 952,384 | 54.20 | |||||||||
| Outstanding stock options exercisable as of: | |||||||||||
| December 31, 2025 | 859,825 | 54.34 | |||||||||
| December 31, 2024 | 869,716 | 52.61 | |||||||||
| December 31, 2023 | 891,884 | 50.36 | |||||||||
We issue new authorized common shares upon the exercise of stock options. The total intrinsic value of stock options exercised was approximately $1 million in 2025, and $2 million in both 2024 and 2023. Cash received from the exercise of stock options totaled $5 million in 2025, $9 million in 2024, and $2 million in 2023.
The following schedule presents additional selected information on stock options at December 31, 2025:
| Outstanding stock options | Exercisable stock options | |||||||||||||||||||||||||||||||||||||
| Exercise price range | Number of shares | Weighted average exercise price | Weighted average remaining contractual life (years) | Number of shares | Weighted average exercise price | |||||||||||||||||||||||||||||||||
$4.15 to $19.99 | 5,223 | $ | 6.41 | 1 | 0 | 5,223 | $ | 6.41 | ||||||||||||||||||||||||||||||
$40.00 to $44.99 | 1,974 | 43.07 | 0.4 | 1,974 | 43.07 | |||||||||||||||||||||||||||||||||
$45.00 to $49.99 | 384,929 | 47.35 | 1.6 | 384,929 | 47.35 | |||||||||||||||||||||||||||||||||
$50.00 to $59.99 | 371,584 | 52.37 | 2.8 | 279,025 | 52.20 | |||||||||||||||||||||||||||||||||
$60.00 to $73.22 | 188,674 | 73.22 | 3.0 | 188,674 | 73.22 | |||||||||||||||||||||||||||||||||
| 952,384 | 54.20 | 1 | 2.4 | 859,825 | 54.34 | |||||||||||||||||||||||||||||||||
1 The weighted average remaining contractual life excludes 5,223 stock options without a fixed expiration date that were assumed in the Amegy acquisition. These options expire one year after the employee's termination date, subject to certain conditions.
The aggregate intrinsic value of outstanding stock options was $7 million at December 31, 2025, compared with $4 million at December 31, 2024. The aggregate intrinsic value of exercisable options was $6 million and $4 million at those same respective dates. For exercisable options, the weighted average remaining contractual life was 2.2 years at December 31, 2025, and 2.6 years at December 31, 2024, excluding the stock options previously noted that do not have a fixed expiration date. At December 31, 2025, there were 92,559 unvested stock options outstanding, with a weighted average exercise price of $52.90, a weighted average remaining contractual life of 3.9 years, and an aggregate intrinsic value of $522 thousand.
Restricted Stock and Restricted Stock Units
Restricted stock represents common shares that are subject to trading restrictions and potential forfeiture. These awards typically vest over a four-year period. Holders of restricted stock have full voting rights and receive dividend equivalents during the vesting period. Additionally, holders may elect to be taxed on the grant date rather than at vesting.
RSUs represent the right to receive one share of common stock per unit and generally vest over a four-year period. Holders of RSUs receive dividend equivalents during the vesting period, but do not possess voting rights. Compensation expense is determined based on the number of restricted shares or RSUs granted and the market price of our common stock on the grant date. During 2025, 2024, and 2023, we granted 25,101, 25,866, and 39,771 RSUs, respectively, to nonemployee directors. These RSUs vested immediately upon grant.
The following schedule presents our restricted stock activity for the three years ended December 31, 2025:
| Number of shares | Weighted average fair value | ||||||||||
| Nonvested restricted shares at December 31, 2022 | 60,749 | $ | 48.31 | ||||||||
| Vested | (24,978) | 46.31 | |||||||||
| Nonvested restricted shares at December 31, 2023 | 35,771 | 49.71 | |||||||||
| Issued | 49,019 | 41.24 | |||||||||
| Vested | (18,731) | 47.48 | |||||||||
| Nonvested restricted shares at December 31, 2024 | 66,059 | 44.06 | |||||||||
| Vested | (24,034) | 44.83 | |||||||||
| Nonvested restricted shares at December 31, 2025 | 42,025 | 43.61 | |||||||||
The following schedule presents our RSU activity for the three years ended December 31, 2025:
| Number of restricted stock units | Weighted average fair value | ||||||||||
| Restricted stock units at December 31, 2022 | 1,169,093 | $ | 53.62 | ||||||||
| Granted | 727,019 | 48.85 | |||||||||
| Vested | (522,163) | 48.71 | |||||||||
| Forfeited | (44,004) | 56.19 | |||||||||
| Restricted stock units at December 31, 2023 | 1,329,945 | 52.88 | |||||||||
| Granted | 872,274 | 39.53 | |||||||||
| Vested | (544,095) | 50.55 | |||||||||
| Forfeited | (34,621) | 48.78 | |||||||||
| Restricted stock units at December 31, 2024 | 1,623,503 | 46.57 | |||||||||
| Granted | 934,597 | 48.74 | |||||||||
| Vested | (616,219) | 48.49 | |||||||||
| Forfeited | (61,391) | 49.21 | |||||||||
| Restricted stock units at December 31, 2025 | 1,880,490 | 46.93 | |||||||||
The total grant date value of restricted stock and RSUs that vested during the year was $31 million in 2025, $28 million in 2024, and $27 million in 2023. At December 31, 2025, 42,025 shares of restricted stock and 1,221,369 RSUs were expected to vest according to their respective schedules, with aggregate intrinsic values of $2 million and $71 million, respectively.
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2024 | Feb 25, 2025 | |
| 2023 | Feb 23, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 25, 2022 | |
| 2020 | Feb 25, 2021 | |
| 2018 | Feb 26, 2019 | |
| 2017 | Mar 1, 2018 | |
| 2016 | Feb 28, 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.