DEF 14A of Westwood Holdings Group Inc, Mar 13, 2026

DEF 14A of Westwood Holdings Group Inc

Filed Mar 13, 2026 · FY20250001165002-26-000026

Open on EDGAR

  1. Q: What percentage of stock do the directors and executive officers own?

    Q: What percentage of stock do the directors and executive officers own? A: Collectively, our named executive officers (“NEO” or "NEOs") and directors beneficially owned approximately 1,646,948 shares, or approximately 17.4% of our outstanding common stock as of March 3, 2026. We believe that our executive officers and directors intend to vote their shares of our common stock on each of the proposals presented in this proxy statement as recommended by the Board of Directors.

  2. Q: Who are the largest principal stockholders?

    Q: Who are the largest principal stockholders? A: Based on our review of Schedule 13G, Schedule 13D, and Form 13F filings, as of March 3, 2026, four institutional stockholders with the largest percentage ownership of our outstanding common stock were Hoak Public Equities, L.P. (7.9%), Allspring Global Investments Holding LLC (6.4%), BlackRock Fund Advisors (5.4%) and Settian Capital LP (5.0%). Brian O. Casey, our Chief Executive Officer of Westwood Holdings Group, President and Chief Executive Officer of Westwood Wealth Management, and President of Westwood Trust, owned 5.6% of our outstanding common stock as of March 3, 2026. Our employees and directors, including Mr. Casey, collectively owned approximately 37.3% of our outstanding common stock as of March 3, 2026.

  3. OTHER INFORMATION

    OTHER INFORMATION

  4. Q: Who is soliciting my proxy and who will pay the solicitation expenses?

    Q: Who is soliciting my proxy and who will pay the solicitation expenses? A: The Company is soliciting your proxy by and on behalf of our Board of Directors, and we will pay the cost of preparing and distributing this proxy statement and the cost of soliciting votes. We will reimburse stockbrokers and other custodians, nominees, and fiduciaries for forwarding proxy and solicitation material to the owners of our common stock. We have engaged Kingsdale Shareholder Services US LLC (“Kingsdale Advisors”), an independent proxy solicitation firm, to provide strategic advisory services and to solicit proxies on our behalf in connection with our Annual Meeting. Kingsdale Advisors may solicit proxies personally, electronically or by telephone. We have also agreed to indemnify Kingsdale Advisors and its employees against certain liabilities arising from or in connection with the engagement. If you have any questions or require any assistance with completing your proxy, please contact Kingsdale Advisors by telephone at 1-888-302-5741 (toll free) or 1-917-813-1252 (call or text outside North America) or by email at: contactus@kingsdaleadvisors.com.

  5. Q: Who can help answer my additional questions?

    Q: Who can help answer my additional questions? A: Stockholders who would like additional copies, without charge, of this proxy statement or have additional questions about this proxy statement, including the procedures for voting their shares, should contact: Terry Forbes, Chief Financial Officer & Treasurer Westwood Holdings Group, Inc. 200 Crescent Court, Suite 1200 Dallas, Texas 75201 Telephone: (214) 756-6900 This question and answer section is qualified in its entirety by the more detailed information contained in this proxy statement. This proxy statement contains important information that should be read before you vote on the proposals herein. You are strongly urged to read this proxy statement in its entirety. You are also strongly urged to read our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on March 4, 2026 (the “2025 Form 10-K”), which is being sent to you with this proxy statement.

  6. Election of Directors

    Election of Directors Our Bylaws provide that the Board of Directors of the Company (the “Board” or the “Board of Directors”) will consist of between three and eleven directors, as may be determined from time to time by resolution of the Board. In accordance with the 2026 Annual Meeting of the Board of Directors, the Board approved by vote the number of directors to be six. Each director elected at the 2026 Annual Meeting will serve until the 2027 Annual Meeting and thereafter until his or her successor has been elected and qualified or until the director's earlier death, resignation, or removal. The Board of Directors has nominated the nominees listed below. Each nominee has consented to being named in this proxy statement and to serve if elected. We have no reason to believe that any of the nominees will not serve if elected. If any of them should become unavailable to serve as a director, and if the Board of Directors designates a substitute nominee, the persons named in the accompanying proxy will vote for the substitute nominee designated by the Board of Directors, unless a contrary instruction is given in the proxy. Each stockholder is entitled to cast one vote for each director nominee per share of common stock held by them at the close of business on March 3, 2026. The affirmative “FOR” vote of a majority of the shares present in person (or virtually) or represented by proxy and entitled to vote on the election of directors is required for the election of directors. Stockholders may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to the election of each director nominee. Abstentions will have the same effect as votes against a director nominee, and broker non-votes will have no effect on the outcome of the election of directors.

  7. Nominees

    Nominees The persons nominated to be directors are listed below. The following information is submitted concerning the nominees for election as directors:

  8. Nominees

    | Name | Age | Position(s) With Westwood | | Brian O. Casey | 62 | Chief Executive Officer of Westwood Holdings Group | | Ellen H. Masterson | 75 | Director | | Randy A. Bowman | 62 | Chairman of the Board of Directors | | J. Hale Hoak | 51 | Director | | Katherine A. Murray | 64 | Director | | Janice Ryan | 70 | Director |

  9. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF EACH OF THE DIRECTOR NOMINEES. The biographical information for each director nominee is set forth below. Brian O. Casey has served as Chief Executive Officer of Westwood Holdings Group since 2005 and became President and Chief Executive Officer of Westwood Wealth Management in 2024, a role he previously held from 1996 to 2013. Mr. Casey joined Westwood in 1992 as a Vice President and was appointed President and Chief Executive Officer of Westwood Trust in 1996. ln 2001, he was named President and Chief Operating Officer of Westwood Management Corp., and in 2002 he led the spin-off to form Westwood Holdings Group, Inc. During his tenure, Mr. Casey led the acquisitions of Woodway Financial Advisors in Houston in 2015 and the assets of Salient Partners in 2022. Since 2024, Mr. Casey has served on the board of Communify Fincentric, a financial technology platform that provides purpose-built visualizations and integrated data solutions worldwide. Mr. Casey has also served on the Board of the Dallas Museum of Art Endowment since 2025. Since 2002, Mr. Casey has served on the Tartan Board of Directors, a group exclusively devoted to raising money for the Texas Scottish Rite Hospital for Children. In 2020, he rejoined the board of the Baylor Health Care System Foundation, which helps raise money to support Baylor Health Care System’s mission of patient care, education, research, and community service. Mr. Casey previously served on the Baylor Health Care System Foundation board from 2008 until 2017. In 2011, he was appointed to the Board of the Cooper Institute, an organization dedicated to scientific research in the field of preventative medicine and public health. As the Chief Executive Officer of the Company with over 26 years in senior executive roles at Westwood, Mr. Casey brings extensive knowledge of and experience with the Company and its business, as well as valuable leadership and management skills. Mr. Casey has deep knowledge of the Company's operations, strategies, and competitive environment as well as of the asset management as a whole. Ellen H. Masterson has served as a director of Westwood Holdings Group and Westwood Trust since 2014. She retired as a partner with PricewaterhouseCoopers (“PwC”) in 2008, having served in such capacity since 1999 and also from 1985 to 1997. Ms. Masterson specialized in the audits of companies involved in several sectors of the financial services industry, including investment management firms and public companies, with a focus on mergers and acquisitions. She held senior positions within the leadership of PwC from 2001 to 2008, including international responsibilities across PwC’s global network. From 1997 to 1999, Ms. Masterson served as Senior Vice President and Chief Financial Officer of American General Corporation prior to its acquisition by American International Group, Inc. Ms. Masterson serves on the Board of Directors of Insperity, Inc. (NYSE: NSP), a leading provider of human resource and comprehensive business performance solutions for small and medium-sized businesses, and on the Board of Governors of The Doctors Company, the largest doctor-owned medical malpractice insurer in the United States. Since 1982, she has served on the boards of directors for numerous nonprofit and charitable organizations. Ms. Masterson brings extensive knowledge of financial reporting and accounting issues faced by companies in the financial services industry, as well as experience with international business, strategic planning, and corporate governance from over 53 years of serving clients and acting as a public company Chief Financial Officer and a trustee of nonprofit organizations. Randy A. Bowman has served as a director of Westwood Holdings Group and Westwood Trust since 2021 and as Chairman of the Board of Directors since 2025. In 2001, he co-founded an innovative logistics company serving primarily Fortune 200 manufacturers on the North American continent. As President and Co-Owner, Mr. Bowman led the company to 49 consecutive quarters of operating profit and successfully exited via a sale in 2017. From 1989 to 2001, he served as a corporate finance lawyer, representing publicly-held and privately owned clients in sophisticated transactions ranging from initial capitalizations to ultimate liquidity events. From 2016 to 2020, Mr. Bowman served as a Board member and Chair of the City of Dallas Employee Retirement Fund (“ERP”), the pension fund for the city’s non-first responder employees (and a top-performing municipal pension fund in Texas each of those years). From 2011 to 2015, he served as Board Chair of the Parkland Hospital Foundation, Dallas County’s nationally-renowned trauma and safety net hospital, during the last five years of its fundraising campaign that completed the capital stack to build Parkland’s new $1.3B hospital. In 2017, he launched and became CEO of AT LAST! The Urban Boarding Experience, a non-profit organization that provides 17 hours per day of supplemental educational resources to impoverished elementary school children. Its innovative model has received numerous awards and considerable acclaim since inception. Mr. Bowman provides deep business acumen in the areas of operations, business development, and strategic planning, with a multi-industry scope, and the perspective of an entrepreneur and former corporate finance lawyer. As former Chair of Dallas’ ERP, he also brings substantial knowledge of a plan sponsor’s perspective in the areas of investment management oversight and decision-making in the allocation process. He also has extensive community knowledge, and reputational and relationship capital through his nonprofit service. J. Hale Hoak has served as a director of Westwood Holdings Group and Westwood Trust since 2025. He has been an active investor in both private and publicly-traded companies for over 30 years. Since 2004, Mr. Hoak has served as the President of Hoak & Co., a Dallas-based investment holding company, where he is responsible for the daily operations of the firm including all asset allocation and investment decisions. From 2000 to 2004, Mr. Hoak was a founding partner of Inwood Capital Partners, L.P., a long/short equity hedge fund. From 1996 to 2000, Mr. Hoak was Vice President of Hoak Capital Corporation, where he was active in sourcing, evaluating, and managing private equity investments. Mr. Hoak is the founding equity partner of Berkshire Lane Development Partners, a multifamily apartment development company, and currently serves on the boards of Nova Holdco LLC, a provider of natural gas compression equipment and services; Ruan, Inc., the parent company for Ruan Transportation Management Systems, a leading trucking and logistics company; and BTC Financial Corporation, the largest independent bank in Iowa. Mr. Hoak previously served on the Baylor Health Care System Foundation Board of Directors and Southwestern Medical Foundation Board of Trustees as well as numerous other public and private company boards across a variety of industries. Mr. Hoak received a B.S. degree in Business from Miami University of Ohio in 1996.

  10. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE

    Katherine A. Murray has served as a director of Westwood Holdings Group and Westwood Trust since 2025. She has over 41 years of experience as a senior finance executive in the energy sector and public accounting. She currently serves on the audit and compensation committees as well as the board of directors of Core Laboratories, Inc., a public company providing reservoir description and production enhancement services/products with operations in over 50 countries. Since 2018, Ms. Murray has been an independent financial consultant/interim CFO, advising clients on finance strategies, cost optimization, and capital raises. She has also held leadership roles at McDermott International, Inc. and El Paso Corporation, gaining extensive experience in financial reporting, tax, and strategic planning. Ms. Murray began her career with Arthur Andersen and holds a B.B.A. from the University of St. Thomas. She is a certified public accountant. Her financial expertise and extensive experience in senior finance roles in large global energy companies, as well as her public accounting background, enable her to provide valuable insights in her board positions. Janice Ryan has served as a director of Westwood Holdings Group and Westwood Trust since 2025. She is a seasoned entrepreneur, board advisor and growth strategist with over 31 years of experience in leading and scaling technology-driven companies. She has held executive roles such as founder, CEO, COO and CRO at multiple venture-backed and private equity-backed firms, resulting in four successful acquisitions and one IPO. Ms. Ryan is the founder and chief executive officer of 3Hills Group, an advisory firm focused on growth strategy and innovation for high-performing CEOs and boards that she founded in 2012. She has been a faculty member at The University of Texas at Austin since 2017 where she currently teaches a “Women in Entrepreneurship” course. Previously, she co-founded Social Dynamx, an SaaS-based platform for large-scale social customer care, that was acquired by Lithium Technologies. Ms. Ryan’s strategic counsel has guided companies through critical phases of market expansion, revenue optimization and organizational scaling. In addition to her private sector leadership, Ms. Ryan has held prominent academic and civic roles. She served as executive director of entrepreneurship and innovation at the University of Texas at Austin and co-founded the Kendra Scott Women’s Entrepreneurial Leadership Institute. She currently serves on various councils and task forces in Austin. Her board and advisory expertise includes growth and distribution strategy, client experience transformation, technology risk oversight and ESG-aligned leadership. Ms. Ryan resides in Austin and Wimberley, Texas.

  11. Director Compensation

    Director Compensation For 2025, we paid each non-employee member of our Board of Directors a $70,000 annual retainer. The Chairman of the Board received an additional $20,000 annual retainer, the committee chairs for the Audit and CHC Committees each received an additional $15,000 annual retainer and the committee chair for the Governance/Nominating Committee received an additional $10,000 annual retainer. There are no specific fees for attendance at board or committee meetings. Additionally, upon election or re-election as a member of our Board of Directors, each non-employee director is awarded restricted shares of our common stock, which generally vest 12 months from the date of grant. Each restricted share award is made in a number of shares equal in value to $95,000 on the date of the award. Stock awards include a $90,000 award for each non-employee director and a $5,000 award for each non-employee director also serving on the separate Board of Directors for Westwood Trust. The Board has established stock ownership guidelines for non-employee directors, all of whom are in compliance with the policy by holding the required net vested shares until such time as the minimum is achieved. The CHC Committee reviews our compensation arrangements for directors from time to time. Brian O. Casey, our Chief Executive Officer of the Company, President and Chief Executive Officer of Westwood Wealth Management, and President of Westwood Trust, is not included in this table as he is a Company employee and receives no compensation for his service as a Board director. See "Executive Compensation" for information concerning Mr. Casey's compensation. The Company's executive officers do not make recommendations regarding the non-employee directors' compensation.

  12. 2025 Director Summary Compensation Table

    | | Fees Earned or Paid in Cash ($) | All Other Compensation ($) (1) | Stock Awards ($) (2) | Total ($) | | Ellen H. Masterson | 85,000 | 5,000 | 95,000 | 185,000 | | Geoffrey R. Norman | 90,000 | 5,000 | 95,000 | 190,000 | | Randy A. Bowman | 85,000 | 5,000 | 95,000 | 185,000 | | Janice Ryan | 17,500 | 1,000 | — | 18,500 | | J. Hale Hoak | 35,000 | 2,000 | 95,000 | 132,000 | | Katherine A. Murray | 35,000 | 2,000 | 95,000 | 132,000 |

  13. Fiscal Year 2025 Performance Highlights

    Fiscal Year 2025 Performance Highlights Amid challenging market conditions, the Company delivered strong financial and strategic results during 2025. Highlights of our 2025 financial results include the following: •Total firm assets under management and advisement for 2025 were $17.4 billion, consisting of $16.5 billion in assets under management (“AUM”) and $0.9 billion in assets under advisement (“AUA”), consistent with 2024. •Total Revenues in 2025 were $97.8 million, 3% higher than in 2024. •Net Income attributable to Westwood was $7.1 million, up 219% from $2.2 million in 2024 on higher revenues, unrealized appreciation on private investments, and the impact of changes in the fair value of contingent consideration in 2024, all offset by higher professional service and information technology costs. •Our stock price (NYSE: WHG) rose 13.7% in 2025 to $17.21, including stock appreciation and dividends. For longer-term stockholders who held Westwood stock over the last three years, their total return was 77%. •Diluted earnings per share (“EPS”) in 2025 was $0.79 compared with $0.26 per share for 2024. Non-GAAP Economic Earnings, which more clearly reflect our underlying performance by excluding certain non-recurring items, increased 105% to $14.3 million or $1.61 per share, compared with $7.0 million or $0.82 per share in 2024. We paid out approximately $5.4 million in dividends to our stockholders. •Our financial position remains strong with cash and liquid investments of approximately $44.1 million, and no debt as of December 31, 2025. Highlights of the Company’s 2025 strategic results include the following: •Distribution Channel: Our Institutional channel achieved gross sales growth of 36% in 2025, and our Intermediary channel reported full-year sales growth of 32%. Westwood’s gross sales for the distribution channel represents our strongest annual performance in several years and reflects the successful execution of our intermediary and institutional distribution strategy, with particular emphasis on our energy and real asset products, which resonated with advisors and their clients seeking income and diversification. •Westwood ETFs: Our ETF assets reached $200 million in 2025, which was an important milestone for our ETF platform. We expanded our ETF platform in 2025 with the addition of a new Enhanced Income Opportunity ETF product (NYSE: YLDW) in December and our ETF platform continues to be a point of focus and growth for our firm. •Energy ETFs: Our Enhanced Midstream Income ETF (NYSE: MDST) reached $170 million in assets in 2025 with an annual distribution of 10.3%, which has positioned it for review and approval on additional major broker-dealer platforms. Westwood’s Enhanced Energy Income ETF (Nasdaq: WEEI) reached $30 million in assets in 2025 with an annual distribution of 12.4% in 2025. •WEBs ETFs: The Westwood Engineered Beta ("WEBs") ETF platform launched 11 Defined VolatilitySM Sector ETFs on the Nasdaq in 2025 that apply our Defined Volatility strategy to individual sectors within the S&P 500. Our sector ETFs track a Defined Volatility index created by Syntax that provide investment exposure to an underlying Select Sector SPDR ETF. Defined VolatilitySM sector ETFs are designed to give investors more precise control over risk and sector exposure, using a transparent framework that adjusts portfolio exposure based on real-time market volatility. •Private Capital Platform: Our Westwood Energy Secondaries Fund II (“WES II”) and two accompanying co-investment vehicles closed on December 31, 2025 with over $300 million in capital commitments, double our capital fundraising goal. Our second secondaries fund builds on the success of our inaugural energy secondaries strategy and demonstrates our ability to raise capital in specialized private investments. The fund provides institutional investors with access to secondary market opportunities in the energy sector, complementing our suite of energy investment solutions. Since the launch of our initial Westwood flagship energy secondaries fund (WES I) in 2023, we have raised nearly $350 million and have invested over $250 million across two energy secondaries flagship funds and three co-investment funds. •Managed Investment Solutions (“MIS”): Our Managed Investment Solutions (“MIS”) reached an important milestone in 2025 with the addition of its first large institutional account. This was one of two new mandates MIS secured in 2025. By applying an active-design, rules-based approach to address specific client needs and intentions in their portfolios, MIS assisted our clients in customizing their infrastructure and real asset investment portfolios and implementation of custom-indexing. Investors and advisors seeking increased tax efficiencies also sought out our MIS team to assist them in transitioning their investments to more tax-friendly structures. In 2026, MIS will implement solutions in U.S. Multi-Factor, Developed Ex-U.S. Multi-Factor and Emerging Market Multi-Factor for an institutional client. •Wealth & Trust Business: We completed a comprehensive assessment of our competitive position within the wealth and trust services industry in 2025 and advanced key strategic initiatives to better align our services with where the industry is heading and where we are uniquely positioned to grow. We clarified our vision for our Wealth and Trust division, evaluated our service model, identified opportunities to strengthen our business by attracting new ultra-high-net-worth families and deepening existing client relationships, especially in Texas, and aligned our pricing with market standards. As a result of this assessment, we determined to transition our Westwood Wealth & Trust business into a high-touch Multi-Family Office (“MFO”) model. As a multi-family office with corporate trustee powers, we are uniquely equipped to understand a family's complete picture and can step in seamlessly when named as executor or successor trustee. •Investment Performance: Westwood investment strategies that beat their primary benchmarks in 2025 included: Enhanced Balanced, Income Opportunity, Multi-Asset Income, Alternative Income, Westwood Salient Enhanced Midstream Income ETF and Westwood Salient Enhanced Energy Income ETF. •U.S. Value SMidCap ranked in the top third of funds in the past three-year period, which reflects our disciplined approach to identifying high-quality businesses trading at attractive valuations. •Our Multi-Asset strategies demonstrated long and shorter-term strength with Income Opportunity outperforming its benchmark in 2025 and posting a top-third ranking versus its peers for the year as well as a top-decile ranking since inception; Multi-Asset Income beat its benchmark for the three- and five-year periods and since inception; and the Alternative Income Fund (WMNIX) outperformed its benchmark in 2025 as well as for the three-, five-, seven-, 10-year periods and since fund inception. •Credit Opportunities ranked in the top decile among peers over both the last three- and five-year periods. •Energy MLP and midstream strategies provided strong absolute returns in an environment favorable to energy infrastructure. •Clients First Initiative: Our CEO, Brian Casey, traveled throughout the United States to meet with nearly all of our largest clients with assets exceeding $100 million and obtained invaluable feedback on our services and solutions. •Stockholder Engagement: As part of our regular stockholder engagement program, we reached out this past year to our top institutional stockholders, representing 5.4 million shares or 57.5% of total shares outstanding, to foster open discussions regarding our executive compensation program. The CHC Committee welcomes stockholder perspectives on our executive compensation program and will continue to consider future say-on-pay votes carefully when making compensation decisions for our executive officers.

  14. Overview of our Executive Compensation Program

    | What We Do | What We Do Not Do | | ✓ Variable "at risk" compensation targeted at a larger share vs. fixed base salary | ✗ We do not provide fringe benefits or perquisites to executives that are not available to all employees | | ✓ Compensation aligned with performance achievements | ✗ We prohibit hedging and short sales of Company stock by executives and directors | | ✓ Incentive plan payouts capped on amounts that executives can earn | ✗ We do not gross-up change-in-control related benefits for excise tax | | ✓ Change-in-control severance is a "double trigger" for our CEO | ✗ We do not pay dividends on unvested equity-based compensation awards | | ✓ Officers and directors are required to satisfy industry-aligned standards related to Company stock ownership | ✗ We prohibit repricing of stock options without stockholder approval | | ✓ Clawback policy requires recovery of erroneously received compensation in the event of a financial restatement or other material failures | | | ✓ Appropriate post-employment and change-in-control arrangements | | | ✓ McLagan Partners’ survey results are used for competitive compensation market data and ad hoc compensation analysis | |

  15. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table summarizes all compensation earned by our NEOs for the years indicated.

  16. 2025 Summary Compensation Table

    | Name and Principal Position (a) | Year (b) | Salary ($) (c) (1) | Bonus ($) (d) | Stock Awards ($) (e) (2) | Non-Equity Incentive Plan Compensation ($) (f) (3) | All Other Compensation ($) (g) (4) | Total ($) (h) | | Brian O. Casey | 2025 | 750,000 | — | 750,000 | 1,110,220 | 24,500 | 2,634,720 | | Chief Executive Officer of Westwood Holdings Group | 2024 | 750,000 | — | 578,750 | 748,469 | 24,150 | 2,101,369 | | | 2023 | 750,000 | — | 625,000 | 672,732 | 19,800 | 2,067,532 | | Fabian Gomez | 2025 | 441,667 | — | 405,000 | 626,737 | 24,500 | 1,497,904 | | President and Chief Operating Officer | 2024 | 400,000 | — | 394,885 | 404,173 | 20,700 | 1,219,758 | | | 2023 | 400,000 | — | 200,000 | 244,885 | 19,800 | 864,685 | | David O. Linton | 2025 | 320,833 | — | 100,000 | 457,712 | 99,500 | 978,045 | | Managing Director, Head of Distribution | | | | | | | |

  17. 2025 Summary Compensation Table

    (1) This column represents base compensation earned during each of the fiscal years presented. (2) Restricted stock awards are typically granted in February of each year based on our performance for the immediately preceding year. The restricted stock awards shown for 2025, 2024, and 2023 were made in February 2025, February 2024, and February 2023, respectively. The restricted award grants for the 2025 performance year that were granted in February 2026 are described below. For 2025, the amounts contained in column (e) reflect (i) for Mr. Casey, the grant date fair value of his time-vested restricted stock award (45,621 shares), (ii) for Mr. Gomez, the grant date fair value of his time-vested restricted stock award (24,636 shares), and (iii) for Mr. Linton, the grant date fair value of his time-vested restricted stock award (6,083 shares). The above grant date fair values reported in column (e) were calculated in accordance with Accounting Standards Codification Topic 718 (“ASC 718”), “Stock Compensation.” The assumptions used in the valuation of the time-vested restricted stock awards are discussed in Note 8 “Employee Benefits” of our audited financial statements, which are included in our 2025 Form 10-K. See the “Executive Compensation” section above for a further description of these restricted stock awards. (3) For 2025, the amounts for Messrs. Casey, Gomez, and Linton reflect the cash payments made under our executive compensation program. Each of these payments was approved in 2026. (4) Amounts in column (g) reflect each named executive officer’s 401(k) Company matching contribution, and Company profit sharing contribution under the Savings Plan. The Company matching contributions was $21,000 for each named executive officer for 2025, $20,700 for each named executive officer for 2024, and $19,800 for each named executive officer for 2023. The Company profit sharing contribution was $3,500 for each named executive officer for 2025 and $3,450 for 2024. See “Other Benefits and Perquisites” below for a description of plan contributions. For Mr. Linton, the amount in column (g) also includes $75,000 time-vested deferred cash award granted to him in 2025 for the 2024 performance year.

  18. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Set forth below is a summary of the compensation and benefits payable to Messrs. Casey, Gomez, and Linton in the event their employment is terminated. Under the terms of our Stock Incentive Plan, in the event of their death or a "change in control" of the Company, unvested time-vested restricted stock awards would vest. Other than the terms of Mr. Gomez's severance benefit agreement discussed in "Employment and Related Agreements" above and the acceleration of restricted stock awards for Messrs. Gomez and Linton upon death or a "change in control," they are not contractually entitled to any other severance payments upon their termination or a "change in control" of the Company. Under the employment agreement in place, payments to Mr. Casey could vary depending on the cause of termination and whether or not the Board elects to enforce a non-compete agreement. Mr. Casey's agreement contains a "double-trigger" change in control related to cash severance, requiring a qualifying termination of employment within 24 months, following a qualifying change in control event, which is consistent with external market practice. The various payment scenarios for Mr. Casey are: Payments upon termination without cause, by the executive for good reason or non-renewal by the Company (the non-compete agreement is automatically enforced). Amounts under this scenario include the following, to the extent Mr. Casey has not been already paid: •An amount equal to 1.5 times the sum of one year's salary, plus the annual bonus paid for the most recently completed year, to be paid in monthly installments over 18 months; •Bonus and incentive compensation earned as of the termination date; •Vacation time, earned and unused; •Medical benefits for 18 months following termination; and •All unvested stock options and unvested restricted shares shall be fully vested; provided, however, that to the extent that any such awards are subject to performance-based vesting conditions, then those awards will only become vested if and to the extent that such awards would have become vested in accordance with their terms if Mr. Casey's employment had continued; and provided further that, if such award is subject to periodic vesting based upon performance conditions established for each vesting period, then the annual performance conditions applicable to any such award, following the termination of Mr. Casey's employment, shall be the same as the last periodic performance goal established, with respect to such award, prior to the termination of Mr. Casey's employment or, if more favorable to Mr. Casey, the periodic performance conditions established for performance-based vesting of equity or equity-based awards granted to other senior executives who are then still employed by the Company. Payments upon termination with cause, by Mr. Casey without good reason or non-renewal by Mr. Casey where the non-compete agreement is enforced. Amounts under this scenario include the following to the extent they have not been already paid: •One year's salary paid in monthly installments, less the amount of medical insurance premiums that would have paid, had he remained employed; •Vacation time, earned and unused; and •Medical benefits for 12 months following termination. All unvested stock options and all unvested restricted shares shall be forfeited under this scenario. Payments upon termination with cause, by Mr. Casey without good reason or non-renewal by Mr. Casey where the non-compete agreement is not enforced. Amounts under this scenario include the following to the extent he has not been already paid: •Bonus and incentive compensation earned as of the termination date; •Vacation time, earned and unused; and •Medical benefits for 12 months following termination. All unvested stock options and all unvested restricted shares shall be forfeited under this scenario.

  19. Payments upon termination due to a change in control (the non-compete agreement is automatically enforced)

    Payments upon termination due to a change in control (the non-compete agreement is automatically enforced) Amounts under this scenario include the following, to the extent Mr. Casey not been already paid: •An amount equal to two times the sum of one year's salary, plus the annual bonus paid for the most recently completed year, to be paid in monthly installments over 24 months; •Bonus and incentive compensation earned as of the termination date; •Vacation time, earned and unused; •Medical benefits for 18 months, following termination; and •All unvested stock options and all unvested restricted shares shall be fully vested; provided, however, that to the extent that any such awards are subject to performance-based vesting conditions, the performance goals were achieved at 100% of the target performance.

  20. Payments upon termination due to death

    Payments upon termination due to death Amounts under this scenario include the following, to the extent they have not been already paid: •Bonus and incentive compensation earned as of the termination date; •Vacation time, earned and unused; •Medical benefits for 18 months, following termination; and •All unvested stock options and all unvested restricted shares shall be fully vested.

  21. Payments upon termination due to disability

    Payments upon termination due to disability Amounts under this scenario include the following to the extent they have not been already paid: •Bonus and incentive compensation earned as of the termination date; •Vacation time, earned and unused; •Disability benefits, if any, at least equal to those then provided by the Company to disabled executives and their families; •Medical benefits for 12 months, following termination; and •All unvested stock options and all unvested restricted shares shall be fully vested.

  22. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table summarizes all outstanding equity awards held by our NEO as of December 31, 2025:

  23. Outstanding Equity Awards at December 31, 2025

    | | Option Awards | | | Stock Awards | | | | | | Name (a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Option Exercise Price ($) (c) | Option Expiration Date (d) | Award Grant Year (e) (1) | Number of Shares of Stock That Have Not Vested (#) (f) (2) | Market Value of Shares of Stock That Have Not Vested ($) (g) (3) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) (h) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($) (i) | | Brian O. Casey | — | — | — | 2025 | 45,621 | 785,137 | — | — | | | — | — | — | 2024 | 31,831 | 547,812 | — | — | | | — | — | — | 2023 | 16,714 | 287,648 | — | — | | Fabian Gomez | — | — | — | 2025 | 24,636 | 423,986 | — | — | | | — | — | — | 2024 | 21,719 | 373,784 | — | — | | | — | — | — | 2023 | 5,348 | 92,039 | — | — | | David O. Linton | — | — | — | 2025 | 6,083 | 104,688 | — | — | | | — | — | — | 2023 | 6,998 | 120,436 | — | — |

  24. Outstanding Equity Awards at December 31, 2025

    (1) The years in column (e) reflect the year in which the award was granted. The 2023 grant was for 2022 performance year, the 2024 grant was for the 2023 performance year, and the 2025 grant was for the 2024 performance year. (2) The shares in column (f) will vest in late February of each year according to the following schedule provided that the individual is still employed on the vesting date. The grants vest over a 3-year period with 34% vesting Year 1, 33% vesting Year 2, and 33% vesting Year 3. (3) The amounts in columns (g) reflect the value of the shares shown in columns (f), multiplied by $17.21, the closing market price of our common stock as of December 31, 2025, the last business day in 2025.

  25. Pay-Versus-Performance Disclosure

    | Year | Summary Compensation Table Total for Brian O. Casey(1) ($) | Compensation Actually Paid to Brian O. Casey(1),(2),(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1),(2),(3) ($) | Value of Initial Fixed $100 Investment based on TSR(4) ($) | Net Income ($ Millions) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2025 | 2,634,720 | 2,932,264 | 1,237,975 | 1,342,691 | 176.78 | 7.1 | | 2024 | 2,101,369 | 2,334,865 | 959,548 | 790,415 | 143.55 | 2.2 | | 2023 | 2,067,532 | 2,135,660 | 866,067 | 924,267 | 118.84 | 10.6 |

  26. Relationship Between PEO and Non-PEO NEOs Compensation Actually Paid and Total Shareholder Return (“TSR”)

    Relationship Between PEO and Non-PEO NEOs Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the three most recently completed fiscal years for the Company.

  27. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The following chart presents Compensation Actually Paid to our PEO and the average of Compensation Actually Paid to our Non-PEO NEOs, together with our Net Income, for each of the fiscal years presented. Pursuant to SEC rules, the information in this “Pay-Versus-Performance Disclosure” section shall not be deemed to be incorporated by reference into any Company filing under the Securities Act or Exchange Act, unless expressly incorporated by specific reference in such filing.