Common Stock, Compensation Plans and Other

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Common Stock, Compensation Plans and Other

Common Stock

The Company’s Restated Articles of Incorporation, as amended, authorize the issuance of up to 300,000,000 shares of common stock, par value $0.01 per share.

The Company also has the authority to issue up to 5,500,000 shares of preferred stock, par value $0.01 per share under the Company’s Restated Articles of Incorporation.

Stock Repurchases

During 2024, the Company repurchased a total of 3,521,792 shares with a weighted-average stock price of $24.41 per share. The 2024 earnings were used to fund the repurchases during the year. Shares repurchased under the program as of December 31, 2024 total 26,507,507 shares. The remaining balance available for repurchase was 13,244,493 shares at December 31, 2024.

On January 17, 2025, the Board of Directors (the “Board”) of the Company authorized an increase in the shares of the Company’s common stock available for repurchase under its stock repurchase program, which was originally approved by the Board in January 2008 and most recently amended in January 2021, to renew the authorization to 20,000,000 shares. As of January 17, 2025, a total of approximately 13,244,493 shares remained available for repurchase under the existing repurchase authorization, resulting in an increase of 6,755,507 shares of common stock available for repurchase.

Stock Compensation Plans

The Company has an equity incentive plan known as the Home BancShares, Inc. 2022 Equity Incentive Plan (the "2022 Plan"). The purpose of the 2022 Plan is to attract and retain highly qualified officers, directors, key employees, and other persons, and to motivate those persons to improve the Company’s business results. The 2022 Plan replaced the Company’s Amended and Restated 2006 Stock Option and Performance Incentive Plan (the “2006 Plan” and, together with the 2022 Plan, the “Plans”), which expired on February 27, 2022. Awards outstanding under the 2006 Plan remain in effect under the terms of the 2006 Plan until such awards vest, expire, lapse or are forfeited or terminated. However, no new awards may be granted under the 2006 Plan. As of December 31, 2024, the maximum total number of shares of the Company’s common stock available for issuance under the 2022 Plan was 14,788,000 shares (representing 13,288,000 shares approved for issuance under the 2006 Plan plus 1,500,000 shares added upon adoption of the 2022 Plan). At December 31, 2024, the Company had 2,052,178 shares of common stock remaining available for future grants under the 2022 Plan and an aggregate of 3,641,537 shares of common stock reserved for issuance pursuant to outstanding awards under the Plans.

The intrinsic value of the stock options outstanding at December 31, 2024, 2023, and 2022 was $9.0 million, $12.2 million and $7.8 million, respectively. The intrinsic value of the stock options vested at December 31, 2024, 2023 and 2022 was $6.2 million, $10.3 million and $7.5 million, respectively.

The intrinsic value of the stock options exercised during 2024, 2023 and 2022 was $8.8 million, $1.9 million, and $1.8 million, respectively.

Total unrecognized compensation cost related to non-vested awards, which are expected to be recognized over the vesting periods, was approximately $1.5 million as of December 31, 2024.

The table below summarized the stock option transactions under the Plan at December 31, 2024, 2023 and 2022 and changes during the years then ended:


	2024			2023			2022
	Shares (000)	Weighted- average Exercisable Price		Shares (000)	Weighted- average Exercisable Price		Shares (000)	Weighted- average Exercisable Price
Outstanding, beginning of year	2,776	$	20.95	2,971	$	20.45	3,015	$	20.06
Granted	10	29.41		25	22.63		183	21.13
Forfeited/Expired	(35)	21.87		(10)	23.38		(96)	21.89
Exercised	(1,161)	18.65		(210)	14.01		(131)	11.30
Outstanding, end of year	1,590	22.66		2,776	20.95		2,971	20.45
Exercisable, end of year	1,044	22.34		1,940	20.05		1,837	18.89

Stock-based compensation expense for stock-based compensation awards granted is based on the grant-date fair value. For stock option awards, the fair value is estimated at the date of grant using the Black-Scholes option-pricing model. This model requires the input of highly subjective assumptions, changes to which can materially affect the fair value estimate. Additionally, there may be other factors that would otherwise have a significant effect on the value of employee stock options granted but are not considered by the model. Accordingly, while management believes that the Black-Scholes option-pricing model provides a reasonable estimate of fair value, the model does not necessarily provide the best single measure of fair value for the Company's employee stock options. The weighted-average fair value of options granted during the year ended December 31, 2024 was $7.95, and the weighted-average fair value of options granted during the year ended December 31, 2023 was $5.37. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model based on the weighted-average assumptions for expected dividend yield, expected stock price volatility, risk-free interest rate, and expected life of options granted.

The assumptions used in determining the fair value of 2024, 2023 and 2022 stock option grants were as follows:


	For the Years Ended December 31,
	2024		2023		2022
Expected dividend yield	2.65	%	2.98	%		3.14	%
Expected stock price volatility	28.47	%	27.97	%		31.18	%
Risk-free interest rate	4.25	%	3.37	%		2.82	%
Expected life of options	6.5 years		6.5 years			6.5 years

The following is a summary of currently outstanding and exercisable options at December 31, 2024:


Options Outstanding					Options Exercisable
Exercise Prices	Options Outstanding Shares (000)	Weighted- Average Remaining Contractual Life (in years)	Weighted- Average Exercise Price		Options Exercisable Shares (000)	Weighted- Average Exercise Price
$16.00 to $17.99	24	0.29	$	17.12	24	$	17.12
$18.00 to $19.99	118	1.32	18.57		118	18.57
$20.00 to $21.99	159	4.01	20.83		128	20.89
$22.00 to $23.99	1,221	3.66	23.22		735	23.18
$24.00 to $25.99	58	3.87	25.42		39	25.96
$26.00 to $27.99	—	0.00	—		—	—
$28.00 to $29.99	10	9.85	29.41		—	—
	1,590				1,044

The table below summarizes the activity for the Company’s restricted stock issued and outstanding at December 31, 2024, 2023 and 2022 and changes during the years then ended:


	2024		2023		2022
	(In thousands)
Beginning of year	1,429		1,381		1,231
Issued	531		261		409
Vested	(469)		(152)		(178)
Forfeited	(62)		(61)		(81)
End of year	1,429		1,429		1,381
Amount of expense for twelve months ended	$	8,228	$	8,016	$	7,646

Total unrecognized compensation cost, net of income tax benefit, related to non-vested restricted stock awards, which are expected to be recognized over the vesting periods, was approximately $14.6 million as of December 31, 2024.