Annual report [Section 13 and 15(d), not S-K Item 405]

STOCK-BASED COMPENSATION

v3.25.4
STOCK-BASED COMPENSATION
 12 Months Ended
Dec. 31, 2025
Stock-Based Compensation [Abstract]  
STOCK-BASED COMPENSATION
Note 14
STOCK-BASED COMPENSATION
 
At December 31, 2025, the Company had three stock-based compensation
 
plans, consisting of the 2021 Associate Incentive Plan
(“AIP”), the 2021 Associate Stock Purchase Plan (“ASPP”), and
 
the 2021 Director Stock Purchase Plan (“DSPP”).
 
These plans,
which were approved by the shareowners in April 2021, replaced substantially
 
similar plans approved by the shareowners in
2011.
 
Total compensation
 
expense associated with these plans for the years ended December 31, 2025, 2024 and
 
2023 was $
3.2
million, $
2.7
 
million, and $
2.1
 
million, respectively.
 
 
AIP.
 
The AIP allows key associates and directors to earn various forms of equity-based
 
incentive compensation.
 
Under the AIP,
there were
700,000
 
shares reserved for issuance.
 
On an annual basis, the Company, pursuant
 
to the terms and conditions of the
AIP,
 
will create an annual incentive plan (“Plan”), under which all participants are
 
eligible to earn performance shares.
 
Awards
 
to
associates under the 2021 Plan were tied to internally established goals.
 
At base level targets, the grant-date fair value of the
shares eligible to be awarded in 2025 was approximately $
1.3
 
million.
 
For 2025, a total of
34,852
 
shares were eligible for
issuance, but additional shares could be earned if performance exceeded
 
established goals.
 
A total of
55,049
 
shares were earned
for 2025 that were issued in January 2026.
 
For the years ended December 31, 2025, 2024 and 2023, Directors earned
8,230
,
10,870
 
and
8,840
 
shares, respectively, under the
 
Plan. The Company recognized expense of $
2.5
 
million, $
1.8
 
million, and $
1.1
million for the years ended December 31, 2025, 2024 and 2023, respectively
 
,
 
related to the AIP.
 
Executive Long-Term
 
Incentive Plan (“LTIP”)
.
 
The Company has established a Performance Share Unit Plan under the
provisions of the AIP that allows William G. Smith,
 
Jr., the Chairman and Chief
 
Executive Officer of CCBG, Inc,
 
Thomas A.
Barron, the President of CCBG, Inc., and Bethany Corum, the President
 
of CCB, to earn shares based on the compound annual
growth rate in diluted earnings per share over a three-year period.
 
The Company recognized expense of $
0.5
 
million, $
0.7
million, and $
0.9
 
million for the years ended December 31, 2025, 2024 and 2023, respectively.
 
Shares issued under the plan were
15,092
,
17,334
, and
4,909
 
for the years ended December 31, 2025, 2024 and 2023, respectively.
 
A total of
13,436
 
shares were
earned in 2025
 
that were issued in January 2026.
 
After deducting the shares earned, but not issued, in 2025 under the AIP and
 
LTIP,
337,894
 
shares remain eligible for issuance
under the 2021 AIP.
DSPP.
 
The Company’s DSPP allows the directors
 
to purchase the Company’s common
 
stock at a price equal to
90
% of the
closing price on the date of purchase.
 
Stock purchases under the DSPP are limited to the amount of the directors’ annual retainer
and meeting fees.
 
Under the DSPP,
 
there were
300,000
 
shares reserved for issuance.
 
The Company recognized $
0.1
 
million in
expense under the DSPP for each of the years ended December 31, 2025,
 
2024
 
and 2023.
 
The Company issued shares under the
DSPP totaling
12,147
,
14,969
 
and
13,090
 
for the years ended December 31, 2025, 2024 and 2023, respectively.
 
At December 31,
2025, there were
225,455
 
shares eligible for issuance under the DSPP.
ASPP.
 
Under the Company’s ASPP,
 
substantially all associates may purchase the Company’s
 
common stock through payroll
deductions at a price equal to
90
% of the lower of the fair market value at the beginning or end of each six-month offering
period.
 
Stock purchases under the ASPP are limited to
10
% of an associate’s eligible compensation,
 
up to a maximum of $
25,000
(fair market value on each enrollment date) in any plan year.
 
Under the ASPP,
 
there were
400,000
 
shares of common stock
reserved for issuance.
 
The Company recognized $
0.1
 
million, $
0.2
 
million and $
0.1
 
million in expense under the ASPP for each
of the years ended December 31, 2025, 2024 and 2023, respectively.
 
The Company issued shares under the ASPP totaling
22,703
,
37,019
 
and
17,651
 
for the years ended December 31, 2025, 2024 and 2023, respectively.
 
At December 31, 2025,
269,400
shares remained eligible for issuance under the ASPP.
Based on the Black-Scholes option pricing model, the weighted average
 
estimated fair value of each of the purchase rights
granted under the ASPP was $
5.98
 
for 2025.
 
For 2024 and 2023, the weighted average fair value purchase right granted was
$
4.74
 
and $
5.32
, respectively.
 
In calculating compensation, the fair value of each stock purchase right was estimated
 
on the date
of grant using the following weighted average assumptions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2025
2024
2023
Dividend yield
2.6
%
3.0
%
2.3
%
Expected volatility
19.0
%
21.1
%
22.5
%
Risk-free interest rate
3.9
%
4.8
%
5.1
%
Expected life (in years)
0.5
0.5
0.5