Note 8 - Stock-based Compensation

9 Months Ended

Sep. 30, 2025

Share-Based Payment Arrangement [Text Block]

8. STOCK-BASED COMPENSATION

Stock-based compensation plans are used to provide directors and employees with an increased incentive to contribute to our long-term performance and growth, to align the interests of directors and employees with the interests of our shareholders through the opportunity for increased stock ownership and to attract and retain directors and employees. Stock-based compensation expense, reported as noninterest expense in the Consolidated Statements of Income, totaled $2.7 million and $2.5 million during the nine months ended September 30, 2025 and 2024, respectively.

The Stock Incentive Plan of 2020 was approved by shareholders in May, 2020, and was effectively replaced with the Stock Incentive Plan of 2023 that was approved by shareholders in May, 2023. Under the Stock Incentive Plan of 2023, incentive awards may include, but are not limited to, stock options, restricted stock, stock appreciation rights and stock awards. Price, vesting and expiration date parameters are determined by Mercantile’s Compensation Committee on a grant-by-grant basis. No payments are required from employees for restricted stock awards. The restricted stock awards granted through the plan fully vest after three years and, in the case of performance-based restricted stock issued to executive officers issued under the plan, are subject to the attainment of pre-determined performance goals. There were no restricted stock grants during the nine months ended September 30, 2024.

A summary of restricted stock activity during the nine months ended September 30, 2025, is as follows:

				Weighted
				Average
	Shares			Fair Value

Nonvested at beginning of the period		228,646		$	35.84
Grants		84,685			50.34
Vested		(34,053	)		34.79
Forfeited		(2,350	)		42.24
Nonvested at end of the period		276,928		$	40.54

Of the restricted stock shares granted during the nine months ended September 30, 2025, 24,910 shares are performance-based awards made to our Named Executive Officers at the target level and are subject to the attainment of pre-determined performance goals. As of September 30, 2025, there were approximately 290,000 shares authorized for future incentive awards, and as of December 31, 2024, there were approximately 383,000 shares authorized for future incentive awards.

We periodically grant shares of common stock to our Corporate and Bank Board Directors for retainer payments with the related expense being recorded over the period of the Directors' service, as summarized below:

			Total Cost
Grant Year	Shares Granted		(in thousands)		Covered Period
2023		11,529	$	350	June 1, 2023 - May 31, 2024
2024		11,316		423	June 1, 2024 - May 31, 2025
2025		10,007		444	June 1, 2025 - May 31, 2026

In March 2025, the Company adopted the 2025 Employee Stock Purchase Plan ("ESPP"), offering a 5% discount on the market price of the Company's common stock. The ESPP was approved by the Company's shareholders on May 22, 2025. The Company reserved 200,000 shares of common stock for future issuance under the ESPP, subject to adjustment. All present and future active and full time employees of the Company or its subsidiaries are eligible to participate in the ESPP other than temporary employees, interns, and officers subject to Section 16 of the Securities and Exchange Act of 1934, as amended. Eligible employees can purchase shares on each quarterly purchase date through payroll deductions of not less than $5 nor more than $200. The purchase price will be the lower of 95% of the fair market value of the Company's stock at the commencement of the offering period or the fair market value of a share of common stock on the stock purchase date. Each offering period spans three months, with the first offering period beginning on July 1, 2025. As of September 30, 2025, 200,000 shares were reserved for future issuance under the ESPP.