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Stock Based Compensation | 9 Months Ended
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Sep. 30, 2025
Share-Based Payment Arrangement [Abstract] |
Stock Based Compensation | 9. Stock Based Compensation Employee Stock Ownership Plan The Company maintains the First Seacoast Bank Employee Stock Ownership Plan (“ESOP”) to provide eligible employees of the Company the opportunity to own Company stock. The ESOP is a tax-qualified retirement plan for the benefit of Company employees. Contributions are allocated to eligible participants on the basis of compensation, subject to federal limits. The number of shares committed to be released per year through 2047 is 15,354. The Company uses the principal and interest method to determine the release of shares amount. The ESOP funded its purchase of 423,715 shares through a loan from the Company equal to 100% of the aggregate purchase price of the common stock. The ESOP trustee is repaying the loan principally through the Bank’s contributions to the ESOP over the remaining loan term that matures on December 31, 2047. At September 30, 2025 and December 31, 2024, the remaining principal balance on the ESOP debt was $4.1 million. Under applicable accounting requirements, the Company records compensation expense for the ESOP equal to fair market value of shares when they are committed to be released from the suspense account to participants’ accounts under the plan. Total compensation expense recognized in connection with the ESOP for the three months ended September 30, 2025 and 2024 was $44,000 and $35,000, respectively, and $128,000 and $103,000 for the nine months ended September 30, 2025 and 2024, respectively. At September 30, 2025 and December 31, 2024, total unearned compensation for the ESOP was $3.7 million and $3.8 million, respectively.
|  | September 30, 2025 |  |  | December 31, 2024 |
Shares held by the ESOP include the following: |  |  |  |  |  |
Allocated |  |  | 70,572 |  |  |  | 55,218 |
Committed to be allocated |  |  | 11,517 |  |  |  | 15,354 |
Unallocated |  |  | 341,626 |  |  |  | 353,143 |
Total |  |  | 423,715 |  |  |  | 423,715 |
The fair value of unallocated shares was approximately $3.9 million and $3.5 million at September 30, 2025 and December 31, 2024, respectively. Equity Incentive Plan Effective May 27, 2021, the Company adopted the First Seacoast Bancorp 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the granting of incentive and non-statutory stock options to purchase shares of common stock and the granting of shares of restricted stock awards and restricted stock units. The 2021 Plan authorizes the issuance or delivery to participants of up to 348,801 shares of common stock (adjusted for the second step conversion transaction). Of this number, the maximum number of shares of common stock that may be issued pursuant to the exercise of stock options is 249,144 shares (adjusted for the second step conversion transaction), and the maximum number of shares of common stock that may be issued as restricted stock awards or restricted stock units is 99,657 shares (adjusted for the second step conversion transaction). The exercise price of stock options may not be less than the fair market value on the date the stock option is granted. Further, stock options may not be granted with a term that is longer than 10 years. On May 25, 2023, 249,144 incentive and non-statutory stock options to purchase shares of common stock were granted to directors for their services on the board of directors and certain members of management. The Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. Since it was determined that the Company lacked sufficient historical closing stock prices, the expected volatility assumption was based upon a combination of actual historical volatility combined with the historical volatility developed for comparable companies. Also, since the Company lacked the appropriate historical data, the expected term of the option was calculated using the simplified method. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The estimated grant date fair value of each option is expensed as employee benefits expense ratably over the vesting period. The expense recognized for this grant was $60,000 and $62,000 for the three months ended September 30, 2025 and 2024, respectively, which provided a tax benefit of $15,000 and $16,000, respectively. The expense recognized for this grant was $175,000 and $187,000 for the nine months ended September 30, 2025 and 2024, respectively, which provided a tax benefit of $47,000 and $50,000, respectively. At September 30, 2025 and December 31, 2024, total unrecognized compensation expense for this grant was $160,000 and $335,000, respectively, with a 0.6 and 1.4 year weighted average future recognition period, respectively. Effective May 30, 2024, the Company adopted the First Seacoast Bancorp, Inc. 2024 Equity Incentive Plan (the “2024 Plan”). The 2024 Plan provides for the granting of incentive and non-statutory stock options to purchase shares of common stock or the granting of shares of restricted stock awards and restricted stock units. The 2024 Plan authorizes the issuance or delivery to participants of up to 392,700 converted shares of common stock. Of this number, the maximum number of shares of common stock that may be issued pursuant to the exercise of stock options is 280,500 shares, and the maximum number of shares of common stock that may be issued as restricted stock awards or restricted stock units is 112,200 shares. On December 2, 2024, 280,500 incentive and non-statutory stock options to purchase shares of common stock were granted under the 2024 Plan to directors for their services on the board of directors and certain members of management. As noted above, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model which requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. The expected volatility assumption for this award was based upon the actual historical price volatility of the Company’s common stock. The expected term of the option was calculated using the simplified method since the Company continues to lack the appropriate historical data. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The estimated grant date fair value of each option is expensed as employee benefits expense ratably over the vesting period. The expense recognized for this grant was $91,000 and $272,000 for the three and nine months ended September 30, 2025, respectively, which provided a tax benefit of $25,000 and $75,000, respectively. At September 30, 2025 and December 31, 2024, total unrecognized compensation expense for this equity incentive plan was $757,000 and $1.0 million, respectively, with a 2.1 and 2.9 year weighted average future recognition period, respectively. The Company has a policy of using shares held as treasury stock to satisfy share option exercises. Currently, the Company has a sufficient number of treasury shares to satisfy expected share option exercises. A summary of non-vested stock options outstanding as of September 30, 2025 and December 31, 2024 and changes during the periods then ended is presented below:
| Nine Months Ended September 30, 2025 |
| Number of Shares |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Term (in Years) |  |  | Aggregate Intrinsic Value |
Stock options: |  |  |  |  |  |  |  |  |  | (In Thousands) |
Non-vested at beginning of period |  | 519,644 |  |  | $ | 8.72 |  |  |  | 8.9 |  |  | $ | 684 |
Granted |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Exercised |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Forfeited |  | (2,750 | ) |  |  | 9.29 |  |  |  | — |  |  |  | — |
Non-vested at end of period |  | 516,894 |  |  | $ | 8.72 |  |  |  | 8.0 |  |  | $ | 1,437 |
Fully vested and expected to vest |  | 159,430 |  |  | $ | 8.06 |  |  |  | 7.5 |  |  | $ | 548 |
Exercisable at end of period |  | 159,430 |  |  | $ | 8.06 |  |  |  | 7.5 |  |  | $ | 548 |
| Year Ended December 31, 2024 |
| Number of Shares |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Term (in Years) |  |  | Aggregate Intrinsic Value |
Stock options: |  |  |  |  |  |  |  |  |  | (In Thousands) |
Non-vested at beginning of period |  | 249,144 |  |  | $ | 8.06 |  |  |  | 9.4 |  |  | $ | — |
Granted |  | 280,500 |  |  |  | 9.29 |  |  |  | — |  |  |  | — |
Vested |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Forfeited |  | (10,000 | ) |  |  | 8.06 |  |  |  | — |  |  |  | — |
Non-vested at end of period |  | 519,644 |  |  | $ | 8.72 |  |  |  | 8.9 |  |  | $ | 684 |
Fully vested and expected to vest |  | 79,715 |  |  | $ | 8.06 |  |  |  | 8.4 |  |  | $ | 158 |
Exercisable at end of year |  | 79,715 |  |  | $ | 8.06 |  |  |  | 8.4 |  |  | $ | 158 |
Date of grant | 5/25/2023 |  |  | 12/2/2024 |  |  |  |  |  |  |
Options granted |  | 249,144 |  |  |  | 280,500 |  |  |  |  |  |  |
Exercise price | $ | 8.06 |  |  | $ | 9.29 |  |  |  |  |  |  |
Vesting period(1) | 3 years |  |  | 3 years |  |  |  |  |  |  |
Expiration date | 5/25/2033 |  |  | 12/2/2034 |  |  |  |  |  |  |
Expected volatility |  | 27.8 | % |  |  | 31.5 | % |  |  |  |  |  |
Expected term | 6.5 years |  |  | 6.5 years |  |  |  |  |  |  |
Expected dividend yield |  | 0 | % |  |  | 0 | % |  |  |  |  |  |
Expected forfeiture rate |  | 0 | % |  |  | 0 | % |  |  |  |  |  |
Risk free interest rate |  | 3.9 | % |  |  | 4.1 | % |  |  |  |  |  |
Fair value per option | $ | 3.00 |  |  | $ | 3.78 |  |  |  |  |  |  |
(1) Vesting is ratably and the period begins on the date of the grant. |  |  |  |  |  |  |  |  |  |  |
On December 2, 2024, 112,200 restricted stock awards were granted under the 2024 Plan to directors for their services on the board of directors and certain members of management at $9.29 per share. The total fair value related to the December 2, 2024 grant was $1.0 million. These restricted stock awards time-vest over a three year period and have been fair valued as of the date of grant. The holders of restricted stock awards participate fully in the rewards of stock ownership of the Company, including voting rights when granted and dividend rights when vested. For the three and nine months ended September 30, 2025, the expense recognized for this grant was $87,000 and $261,000, respectively, which provided a tax benefit of $24,000 and $72,000, respectively. At September 30, 2025 and December 31, 2024, total unrecognized compensation expense for this grant was $781,000 and $1.0 million, respectively, with a 2.1 and 2.9 year weighted average future recognition period, respectively. On June 1, 2023, 2,478 restricted stock awards were granted to a certain member of management at $7.99 per share. The total fair value related to the June 1, 2023 grant was $20,000. These restricted stock awards time-vest 50% as of November 18, 2023 and 50% as of November 18, 2024 and have been fair valued as of the date of grant. On November 18, 2021, 98,850 restricted stock awards were granted to directors and certain members of management at $11.95 per share (adjusted for the second step conversion transaction). The total fair value related to the November 18, 2021 grant was $1.2 million. These restricted stock awards time-vest over a three year period and have been fair valued as of the date of grant. The holders of restricted stock awards participate fully in the rewards of stock ownership of the Company, including voting rights when granted and dividend rights when vested. For the three months ended September 30, 2025 and 2024, the expense recognized for this grant was $-0- and $102,000, respectively, which provided a tax benefit of $-0- and $27,000, respectively. For the nine months ended September 30, 2025 and 2024, the expense recognized for this grant was $-0- and $306,000, respectively, which provided a tax benefit of $-0- and $81,000, respectively. A summary of non-vested restricted shares outstanding as of September 30, 2025 and December 31, 2024 and changes during the periods then ended is presented below:
| Nine Months Ended September 30, 2025 |
| Number of Shares |  |  | Weighted Average Grant Value |
Restricted stock: |  |  |  |  |
Non-vested at beginning of period |  | 112,200 |  |  | $ | 9.29 |
Granted |  | — |  |  |  | — |
Vested |  | — |  |  |  | — |
Forfeited |  | — |  |  |  | — |
Non-vested at end of period |  | 112,200 |  |  | $ | 9.29 |
| Year Ended December 31, 2024 |
Restricted stock: |  |  |  |  |
Non-vested at beginning of year |  | 33,629 |  |  | $ | 11.80 |
Granted |  | 112,200 |  |  |  | 9.29 |
Vested |  | (33,629 | ) |  |  | 11.80 |
Forfeited |  | — |  |  |  | — |
Non-vested at end of year |  | 112,200 |  |  | $ | 9.29 |

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