UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to ___________

Commission File Number 0-20402

WILSON BANK HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Tennessee	62-1497076
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
623 West Main Street	Lebanon	TN	37087
---	---	---	---
(Address of principal executive offices)			(Zip Code)

(615) 444-2265

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common stock outstanding: 11,993,996 shares at May 9, 2025

Part I:	FINANCIAL INFORMATION	4
Item 1.	Financial Statements.	4
The unaudited consolidated financial statements of the Company and its subsidiary are as follows:
	Consolidated Balance Sheets — March 31, 2025 and December 31, 2024.	4
	Consolidated Statements of Earnings — For the three months ended March 31, 2025 and 2024.	5
	Consolidated Statements of Comprehensive Earnings — For the three months ended March 31, 2025 and 2024.	6
	Consolidated Statements of Changes in Shareholders' Equity — For the three months ended March 31, 2025 and 2024.	7
	Consolidated Statements of Cash Flows — For the three months ended March 31, 2025 and 2024.	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	42
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	58
	Disclosures required by Item 3 are incorporated by reference to Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Item 4.	Controls and Procedures.	58
Part II:	OTHER INFORMATION	60
Item 1.	Legal Proceedings.	59
Item 1A.	Risk Factors.	59
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	59
Item 3.	Defaults Upon Senior Securities.	59
Item 4.	Mine Safety Disclosures.	59
Item 5.	Other Information.	60
Item 6.	Exhibits.	61
Signatures		62
EX-10.1 FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT (DIRECTORS)
EX-10.2 FORM OF CASH-SETTLED STOCK APPRECIATION RIGHT AGREEMENT (DIRECTORS)
EX-10.3 FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT (OFFICERS WITH A TITLE OF SENIOR VICE PRESIDENT OR HIGHER)
EX-10.4 FORM OF CASH-SETTLED STOCK APPRECIATION RIGHT AGREEMENT (OFFICERS WITH A TITLE OF SENIOR VICE PRESIDENT OR HIGHER)
EX-10.5 FORM OF RESTRICTED SHARE UNIT AWARD AGREEMENT (OFFICERS WITH A TITLE OF SENIOR VICE PRESIDENT OR HIGHER)
EX-10.6 FORM OF RESTRICTED SHARE AWARD AGREEMENT (OFFICERS WITH A TITLE OF SENIOR VICE PRESIDENT OR HIGHER)<br><br>EX-10.7 WILSON BANK HOLDING COMPANY 2025 EQUITY INCENTIVE PLAN
EX-31.1 SECTION 302 CERTIFICATION OF THE CEO
EX-31.2 SECTION 302 CERTIFICATION OF THE CFO
EX-32.1 SECTION 906 CERTIFICATION OF THE CEO

EX-32.2 SECTION 906 CERTIFICATION OF THE CFO
EX-101.INS
EX-101.SCH
EX-104

Part I. Financial Information

Item 1. Financial Statements

WILSON BANK HOLDING COMPANY

Consolidated Balance Sheets

March 31, 2025 and December 31, 2024

			(Audited)
			December 31, 2024

Assets
Loans	4,181,463		$	4,091,889
Less: Allowance for credit losses	(51,480	)		(49,497	)
Net loans	4,129,983			4,042,392
Securities available-for-sale, at market (amortized cost 933,908 and 947,341, respectively)	832,546			827,893
Loans held for sale	2,691			2,529
Interest bearing deposits	289,295			211,271
Restricted equity securities	3,926			3,876
Federal funds sold	9,783			9,791
Total earning assets	5,268,224			5,097,752
Cash and due from banks	23,566			26,527
Bank premises and equipment, net	61,365			61,549
Accrued interest receivable	17,385			16,914
Deferred income tax asset	41,713			46,048
Bank owned life insurance	67,442			61,948
Other assets	46,968			43,116
Goodwill	4,805			4,805
Total assets	5,531,468		$	5,358,659
Liabilities and Shareholders’ Equity
Deposits:
Noninterest-bearing	392,635		$	383,168
Interest bearing	977,471			968,198
Savings and money market accounts	1,748,292			1,669,607
Time	1,842,586			1,809,061
Total deposits	4,960,984			4,830,034
Accrued interest payable and other liabilities	64,129			48,922
Total liabilities	5,025,113			4,878,956
Shareholders’ equity:
Common stock, 2.00 par value; authorized 50,000,000 shares, issued and outstanding 11,993,971 and 11,876,770 shares, respectively	23,988			23,754
Additional paid-in capital	159,302			150,739
Retained earnings	397,728			393,238
Noncontrolling interest in consolidated subsidiary	208			203
Accumulated other comprehensive losses, net of taxes of 26,491 and 31,217 respectively	(74,871	)		(88,231	)
Total shareholders’ equity	506,355			479,703
Total liabilities and shareholders’ equity	5,531,468		$	5,358,659

All values are in US Dollars.

See accompanying notes to consolidated financial statements (unaudited)

WILSON BANK HOLDING COMPANY

Consolidated Statements of Earnings

three months ended March 31, 2025 and 2024

(Unaudited)

	Three Months Ended
	March 31,
	2025			2024
	(Dollars in Thousands Except Per Share Amounts)
Interest income:
Interest and fees on loans	$	68,113		$	56,417
Interest and dividends on securities:
Taxable securities		5,659			5,088
Exempt from federal income taxes		279			431
Interest on loans held for sale		36			41
Interest on federal funds sold		102			140
Interest on balances held at depository institutions		2,225			2,743
Interest and dividends on restricted securities		88			82
Total interest income		76,502			64,942
Interest expense:
Interest on negotiable order of withdrawal accounts		1,988			1,803
Interest on money market and savings accounts		9,892			8,990
Interest on time deposits		20,009			18,572
Interest on Federal funds purchased		1			—
Interest on finance leases		33			16
Total interest expense		31,923			29,381
Net interest income before provision for credit losses		44,579			35,561
Provision for credit losses - loans		2,233			—
Provision for credit losses - off-balance sheet exposures		(393	)		—
Net interest income after provision for credit losses		42,739			35,561
Non-interest income:
Service charges on deposit accounts		2,060			1,971
Brokerage income		2,412			1,861
Debit and credit card interchange income, net		1,867			1,908
Other fees and commissions		400			384
Income on BOLI and annuity contracts		603			471
Gain on sale of loans		731			788
Mortgage servicing income (loss), net		(1	)		2
Loss on sale of fixed assets		(6	)		(201	)
Gain (loss) on sale of securities, net		13			—
Gain (loss) on sale of other assets		2			(1	)
Other income (loss)		16			35
Total non-interest income		8,097			7,218
Non-interest expense:
Salaries and employee benefits		17,872			16,545
Occupancy expenses, net		1,459			1,284
Advertising & public relations expense		797			749
Furniture and equipment expense		763			746
Data processing expense		2,593			2,352
Directors’ fees		153			178
FDIC insurance		1,131			907
Audit, legal & consulting expenses		900			376
Other operating expenses		3,590			2,976
Total non-interest expense		29,258			26,113
Earnings before income taxes		21,578			16,666
Income taxes		5,181			3,887
Net earnings		16,397			12,779
Net earnings attributable to noncontrolling interest		(5	)		(11	)
Net earnings attributable to Wilson Bank Holding Company	$	16,392		$	12,768
Weighted average number of common shares outstanding-basic		11,962,782			11,752,067
Weighted average number of common shares outstanding-diluted		12,000,111			11,781,684
Basic earnings per common share	$	1.37		$	1.09
Diluted earnings per common share	$	1.37		$	1.08
Dividends per common share	$	1.00		$	0.75

See accompanying notes to consolidated financial statements (unaudited)

WILSON BANK HOLDING COMPANY

Consolidated Statements of Comprehensive Earnings (Losses)

three months ended March 31, 2025 and 2024

(Unaudited)

	Three Months Ended
	March 31,
	2025			2024
	(In Thousands)
Net earnings	$	16,397		$	12,779
Other comprehensive earnings (losses):
Unrealized gains (losses) on available-for-sale securities		18,099			(6,319	)
Reclassification adjustment for net (gains) losses included in<br> net earnings		(13	)		—
Tax effect		(4,726	)		1,651
Other comprehensive earnings (losses):		13,360			(4,668	)
Comprehensive earnings (losses)	$	29,757		$	8,111
Comprehensive (earnings) losses attributable to noncontrolling interest		(5	)		(11	)
Comprehensive earnings (losses) attributable to Wilson Bank<br> Holding Company	$	29,752		$	8,100

See accompanying notes to consolidated financial statements (unaudited)

WILSON BANK HOLDING COMPANY

Consolidated Statements of Changes in Shareholders’ Equity

three months ended March 31, 2025 and 2024

(Unaudited)


		Additional<br>Paid-In<br>Capital			Retained<br>Earnings			Noncontrolling<br>Interest		Accumulated<br>Other<br>Comprehensive<br>Earnings<br>(Loss)			Total
Three Months Ended:
March 31, 2025
Balance at beginning of period	23,754		150,739			393,238			203		(88,231	)		479,703
Cash dividends declared, 1.00 per share	—		—			(11,902	)		—		—			(11,902	)
Issuance of 112,732 shares of common stock pursuant to dividend reinvestment plan	225		8,241			—			—		—			8,466
Issuance of 1,732 shares of common stock pursuant to exercise of stock options, net	3		50			—			—		—			53
Vesting of 369 performance stock units	1		(1	)		—			—		—			—
Vesting of 2,368 restricted stock units	5		(5	)		—			—		—			—
Share based compensation expense	—		278			—			—		—			278
Net change in fair value of available-for-sale securities during the period, net of taxes of 4,726	—		—			—			—		13,360			13,360
Net earnings for the period	—		—			16,392			5		—			16,397
Balance at end of period	23,988		159,302			397,728			208		(74,871	)		506,355
March 31, 2024
Balance at beginning of period	23,373		136,866			357,260			69		(88,163	)		429,405
Cash dividends declared, .75 per share	—		—			(8,775	)		—		—			(8,775	)
Issuance of 89,580 shares of common stock pursuant to dividend reinvestment plan	179		6,226			—			—		—			6,405
Issuance of 2,019 shares of common stock pursuant to exercise of stock options, net	4		90			—			—		—			94
Vesting of 369 performance stock units	1		(1	)		—			—		—			—
Share based compensation expense	—		279			—			—		—			279
Net change in fair value of available-for-sale securities during the period, net of tax benefit of 1,651	—		—			—			—		(4,668	)		(4,668	)
Net earnings for the period	—		—			12,768			11		—			12,779
Balance at end of period	23,557		143,460			361,253			80		(92,831	)		435,519

All values are in US Dollars.

See accompanying notes to consolidated financial statements (unaudited)

WILSON BANK HOLDING COMPANY

Consolidated Statements of Cash Flows

three months ended March 31, 2025 and 2024

Increase (Decrease) in Cash and Cash Equivalents

(Unaudited)

	Three Months Ended March 31,
	2025			2024
	(In Thousands)
OPERATING ACTIVITIES
Net earnings	$	16,397		$	12,779
Adjustments to reconcile consolidated net earnings to net cash provided by operating activities
Provision for credit losses		1,840			—
Deferred income tax benefit		(391	)		(124	)
Depreciation and amortization of premises and equipment		1,098			994
Loss on sale of fixed assets		6			201
Net amortization of securities		214			531
Net realized loss (gain) on sale of securities		(13	)		—
Gains on mortgage loans sold, net		(731	)		(788	)
Share-based compensation expense		394			185
Loss (gain) on sale of other assets		(2	)		1
Increase in value of life insurance and annuity contracts		(603	)		(471	)
Mortgage loans originated for resale		(13,136	)		(14,005	)
Proceeds from sale of mortgage loans		13,705			12,763
Right of use assets obtained for lease liabilities		3			—
Gain on lease modification		(46	)		—
Right of use asset amortization		108			99
Amortization of mortgage servicing rights		74			60
Change in
Accrued interest receivable		(471	)		(1,424	)
Other assets		(3,518	)		(866	)
Accrued interest payable		(339	)		533
Other liabilities		7,884			6,529
TOTAL ADJUSTMENTS		6,076			4,218
NET CASH PROVIDED BY OPERATING ACTIVITIES		22,473			16,997
INVESTING ACTIVITIES
Activities in available for sale securities
Purchases		(16,769	)		(64,638	)
Sales		17,882			—
Maturities, prepayments and calls		12,119			11,859
Redemptions (purchases) of restricted equity securities		(50	)		—
Net increase in loans		(89,595	)		(21,298	)
Purchase of buildings, leasehold improvements, and equipment		(866	)		(698	)
Proceeds from sale of premises and equipment		9			—
Proceeds from sale of other assets		6			25
Purchase of life insurance and annuity contracts		(5,000	)		—
Redemption of annuity contracts		359			292
NET CASH USED IN INVESTING ACTIVITIES		(81,905	)		(74,458	)
FINANCING ACTIVITIES
Net change in deposits - non-maturing		97,425			57,670
Net change in deposits - time		33,525			22,619
Change in escrow balances		6,941			449
Repayment of finance lease obligation		(21	)		(9	)
Issuance of common stock related to exercise of stock options		53			94
Issuance of common stock pursuant to dividend reinvestment plan		8,466			6,405
Cash dividends paid on common stock		(11,902	)		(8,775	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		134,487			78,453
NET CHANGE IN CASH AND CASH EQUIVALENTS		75,055			20,992
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		247,589			252,635
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	322,644		$	273,627

See accompanying notes to consolidated financial statements (unaudited)

WILSON BANK HOLDING COMPANY

Consolidated Statements of Cash Flows, Continued

three months ended March 31, 2025 and 2024

Increase (Decrease) in Cash and Cash Equivalents

(Unaudited)

	Three Months Ended March 31,
	2025		2024
	(In Thousands)
Supplemental disclosure of cash flow information:
Cash paid during the period for
Interest	$	32,262	$	28,848
Taxes	$	1,393	$	1,441
Non-cash investing and financing activities:
Change in fair value of securities available-for-sale, net of taxes of $(4,726) and $1,651 for the three months ended March 31, 2025 and 2024, respectively	$	13,360	$	(4,668	)
Non-cash transfers from loans to other assets	$	7	$	39

See accompanying notes to consolidated financial statements (unaudited)

WILSON BANK HOLDING COMPANY

Notes to Consolidated Financial Statements

(Unaudited)

Note 1. Summary of Significant Accounting Policies

Nature of Business — Wilson Bank Holding Company (the “Company”) is a bank holding company whose primary business is conducted by its wholly-owned subsidiary, Wilson Bank & Trust (the “Bank”). The Bank is a commercial bank headquartered in Lebanon, Tennessee. The Bank provides a full range of banking services in its primary market areas of Wilson, Davidson, Rutherford, Trousdale, Sumner, Dekalb, Putnam, Smith, Hamilton, and Williamson Counties, Tennessee. The Bank has a joint venture with Encompass Home Lending LLC ("Encompass") of which the Bank owns 51% of the outstanding membership interests. Encompass offers residential mortgage banking services to customers of certain home builders in the Bank's markets as well as other mortgage customers. Basis of Presentation — The accompanying unaudited, consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with U.S. generally accepted accounting principles. All adjustments consisting of normally recurring accruals that, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the periods covered by the report have been included. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s consolidated audited financial statements and related notes appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the "SEC") on February 28, 2025 (the "2024 Form 10-K").

These unaudited consolidated financial statements include the accounts of the Company, the Bank, and Encompass. Significant intercompany transactions and accounts are eliminated in consolidation. Use of Estimates — The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term include the determination of the allowance for credit losses, the valuation of deferred tax assets, determination of any impairment of goodwill or other intangibles, the valuation of other real estate (if any), and the fair value of financial instruments. These financial statements should be read in conjunction with the 2024 Form 10-K. There have been no significant changes to the Company’s significant accounting policies as disclosed in the 2024 Form 10-K.

Newly Issued Not Yet Effective Accounting Standards

Information about certain recently issued accounting standards updates is presented below. Also refer to Note 1 - Accounting Standards Updates in our 2024 Form 10-K for additional information related to previously issued accounting standards updates.

Accounting Standards Update ("ASU") 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40), in November 2024, the Financial Accounting Standards Board ("FASB") issued this pronouncement which requires public entities to disclose additional information about specific expense categories in the notes to the financial statements. The guidance (as further clarified through ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40)) is effective for public business entities for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is assessing ASU 2024-03 and its impact on its consolidated financial statements and accompanying notes.

Recently Adopted Accounting Standards

ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In March 2020, the FASB issued this pronouncement and has issued subsequent amendments thereto, which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. The guidance was effective for all entities as of March 12, 2020 through December 31, 2022. In December 2022, the FASB issued an update to Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting with Accounting Standards Update 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which updated the effective date to be March 12, 2020 through December 31, 2024. The Company implemented a transition plan to identify and modify its loans

and other financial instruments, including certain indebtedness, with attributes that are either directly or indirectly influenced by LIBOR. The Company has moved all of its LIBOR-based loans to its preferred replacement index, a Secured Overnight Financing Rate ("SOFR") based index as of March 31, 2025.

ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, in June 2022, the FASB issued this pronouncement which clarifies the guidance in ASC 820 when measuring the fair value of equity securities subject to contractual restrictions that prohibit the sale of an equity security. This update also requires specific disclosures related to these types of securities. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. The adoption of ASU 2022-03 did not have a significant impact on the Company's financial statements.

ASU 2023-01, Leases (Topic 842): Common Control Arrangements, in March 2023, the FASB issued this pronouncement which require entities to amortize leasehold improvements associated with common control leases over the useful life to the common control group. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. The adoption of ASU 2023-01 did not have a significant impact on the Company's financial statements.

ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, in November 2023, the FASB issued this pronouncement which requires public entities to provide disclosures of significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The ASU requires a public entity to disclose, for each reportable segment, the significant expense categories and amounts that are regularly provided to the chief operating decision-maker ("CODM") and included in each reported measure of a segment's profit or loss. ASU 2023-07 also requires disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. The guidance is applied retrospectively to all periods presented in the financial statements unless it is impracticable. The adoption of ASU 2023-07 did not have a significant impact on the Company's financial statements.

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, in December 2023, the FASB issued this pronouncement which amends the guidance for income tax disclosures to include certain required disclosures related to tax rate reconciliations, including certain categories of expense requiring disclosure, income taxes paid, including disclosure of taxes paid disaggregated by nation, state, and foreign taxes, and other disclosures for disaggregation of income before income tax expense (or benefit) and income tax expense (or benefit) by domestic and foreign allocation. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024. The Company has adopted ASU 2023-09 and does not expect any major impact on reporting.

Other than those previously discussed, there were no other recently issued accounting pronouncements that are expected to materially impact the Company.

Note 2. Loans and Allowance for Credit Losses

Loans — Loans are reported at their outstanding principal balances adjusted for unearned income, deferred fees net of related costs on originated loans, and the allowance for credit losses. Interest income on loans is accrued based on the principal balance outstanding. Loan origination fees, net of certain loan origination costs, are deferred and recognized as an adjustment to the related loan yield using a method which approximates the interest method.

For financial reporting purposes, the Company classifies its loan portfolio based on the underlying collateral utilized to secure each loan. This classification is consistent with that utilized in the Quarterly Report of Condition and Income filed by the Bank with the Federal Deposit Insurance Corporation (“FDIC”).

The following schedule details the loans of the Company at March 31, 2025 and December 31, 2024:

	(In Thousands)
	March 31, 2025			December 31, 2024
Residential 1-4 family real estate	$	1,150,355		$	1,133,966
Commercial and multi-family real estate		1,592,487			1,544,340
Construction, land development and farmland		948,673			941,193
Commercial, industrial and agricultural		145,532			144,619
1-4 family equity lines of credit		239,997			235,240
Consumer and other		117,922			106,235
Total loans before net deferred loan fees		4,194,966			4,105,593
Net deferred loan fees		(13,503	)		(13,704	)
Total loans		4,181,463			4,091,889
Less: Allowance for credit losses		(51,480	)		(49,497	)
Net loans	$	4,129,983		$	4,042,392

Risk characteristics relevant to each portfolio segment are as follows:

Construction, land development and farmland: Loans for non-owner-occupied real estate construction or land development are generally repaid through cash flow related to the operation, sale or refinance of the property. The Company also finances construction loans for owner-occupied properties. A portion of the Company’s construction and land portfolio segment is comprised of loans secured by residential product types (residential land and single-family construction). Construction and land development loans are underwritten utilizing independent appraisal reviews, sensitivity analysis of absorption and lease rates, market sales activity, and financial analysis of the developers and property owners. Construction loans generally rely on estimates of project costs and the anticipated value of the completed project, while the Company strives to ensure the accuracy of these estimates, it is possible for these estimates to be inaccurate. Construction loans often involve the disbursement of substantial funds with repayments substantially dependent on the success of the ultimate project. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained. These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, the value of the completed project, general economic conditions and the availability of long-term financing.

Residential 1-4 family real estate: Residential real estate loans represent loans to consumers or investors to finance a residence. These loans are typically financed on 15 to 30 year amortization terms, but generally with shorter maturities of 5 to 15 years. Many of these loans are extended to borrowers to finance their primary or secondary residence. Loans to an investor secured by a 1-4 family residence will be repaid from either the rental income from the property or from the sale of the property. This loan segment also includes closed-end home equity loans that are secured by a first or second mortgage on the borrower’s residence. This allows customers to borrow against the equity in their home. Loans in this portfolio segment are underwritten and approved based on a number of credit quality criteria including limits on maximum Loan-to-Value ("LTV") ratios, minimum credit scores, and maximum debt to income ratios. Real estate market values as of the time the loan is made directly affect the amount of credit extended and, in addition, changes in these residential property values impact the depth of potential losses in this portfolio segment.

1-4 family equity lines of credit: This loan segment includes open-end home equity loans that are secured by a first or second mortgage on the borrower’s residence. This allows customers to borrow against the equity in their home utilizing a revolving line of credit. These loans are underwritten and approved based on a number of credit quality criteria including limits on maximum LTV ratios, minimum credit scores, and maximum debt to income ratios. Real estate market values as of the time the loan is made directly affect the amount of credit extended and, in addition, changes in these residential property values impact the depth of potential losses in this

portfolio segment. Because of the revolving nature of these loans, as well as the fact that many represent second mortgages, this portfolio segment can contain more risk than the amortizing 1-4 family residential real estate loans.

Commercial and multi-family real estate: Multi-family and commercial real estate loans are subject to underwriting standards and processes similar to commercial and industrial loans, in addition to those of real estate loans. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate.

Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally largely dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. The properties securing the Company’s commercial real estate portfolio are diverse in terms of type. This diversity helps reduce the Company’s exposure to adverse economic events that affect any single market or industry. Management monitors and evaluates commercial real estate loans based on collateral, geography and risk grade criteria. The Company also utilizes third-party experts to provide insight and guidance about economic conditions and trends affecting the market areas it serves. In addition, management tracks the level of owner-occupied commercial real estate loans versus non-owner occupied commercial real estate loans. Non-owner occupied commercial real estate loans are loans secured by multifamily and commercial properties where the primary source of repayment is derived from rental income associated with the property (that is, loans for which 50 percent or more of the source of repayment comes from third party, nonaffiliated, rental income) or the proceeds of the sale, refinancing, or permanent financing of the property. These loans are made to finance income-producing properties such as apartment buildings, office and industrial buildings, and retail properties. Owner-occupied commercial real estate loans are loans where the primary source of repayment is the cash flow from the ongoing operations and business activities conducted by the party, or affiliate of the party, who owns the property.

Commercial, industrial, and agricultural: The commercial, industrial, and agricultural loan portfolio segment includes commercial, industrial, and agricultural loans to commercial customers for use in normal business operations to finance working capital needs, equipment purchases or other expansion projects. Collection risk in this portfolio is driven by the creditworthiness of underlying borrowers, particularly cash flow from customers’ business operations. Commercial, industrial, and agricultural loans are primarily made based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower, if any. The cash flows of borrowers, however, may not be as expected and any collateral securing these loans may fluctuate in value. Most commercial, industrial, and agricultural loans are secured by the assets being financed or other business assets such as accounts receivable, inventory, crops, or livestock and usually incorporate a personal guarantee; however, some short-term loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.

Consumer and other: The consumer loan portfolio segment includes non-real estate secured direct loans to consumers for household, family, and other personal expenditures. Consumer loans may be secured or unsecured and are usually structured with short or medium term maturities. These loans are underwritten and approved based on a number of consumer credit quality criteria including limits on maximum LTV ratios on secured consumer loans, minimum credit scores, and maximum debt to income ratios. Many traditional forms of consumer installment credit have standard monthly payments and fixed repayment schedules of one to five years. These loans are made with either fixed or variable interest rates that are based on specific indices. Installment loans fill a variety of needs, such as financing the purchase of an automobile, a boat, a recreational vehicle or other large personal items, or for consolidating debt. These loans may be unsecured or secured by an assignment of title, as in an automobile loan, or by money in a bank account. In addition to consumer installment loans, this portfolio segment also includes secured and unsecured personal lines of credit as well as overdraft protection lines. Loans in this portfolio segment are sensitive to unemployment and other key consumer economic measures.

Allowance For Credit Losses ("ACL") - Loans. The allowance for credit losses on loans is a contra-asset valuation account, calculated in accordance with Accounting Standards Codification ("ASC") Topic 326 ("ASC 326") Financial Instruments-Credit Losses, that is deducted from the amortized cost basis of loans to present the net amount expected to be collected. The amount of the allowance represents management's best estimate of current expected credit losses on loans considering available information from internal and external sources, relevant to assessing collectability over the loans' contractual terms, adjusted for expected prepayments when appropriate. Relevant available information includes historical credit loss experience, current conditions and reasonable and supportable forecasts. While historical credit loss experience provides the basis for the estimation of expected credit losses, adjustments to historical loss information may be made for differences in current portfolio-specific risk characteristics, environmental conditions or other relevant factors. The allowance for credit losses is measured on a collective basis for portfolios of loans when similar risk characteristics exist. Loans that do not share risk characteristics are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation. Expected credit losses for collateral dependent loans are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.

The Company’s discounted cash flow methodology incorporates a probability of default and loss given default model, as well as expectations of future economic conditions, using reasonable and supportable forecasts. Together, the probability of default and loss given default model with the use of reasonable and supportable forecasts generate estimates for cash flows expected and not expected to be collected over the estimated life of a loan. Estimates of future expected cash flows ultimately reflect assumptions made concerning net credit losses over the life of a loan. The use of reasonable and supportable forecasts requires significant judgment. Management leverages economic projections from reputable and independent third parties to inform and provide its reasonable and supportable

economic forecasts. The Company’s model reverts to a straight line basis for purposes of estimating cash flows beyond a period deemed reasonable and supportable. The Company forecasts probability of default and loss given default based on economic forecast scenarios over a six quarter time period before reverting to a straight line basis based on absolute historical quarterly changes in the economic variables utilized. The duration of the forecast horizon, the period over which forecasts revert to a straight line basis, the economic forecasts that management utilizes, as well as additional internal and external indicators of economic forecasts that management considers, may change over time depending on the nature and composition of our loan portfolio. Changes in economic forecasts, in conjunction with changes in loan specific attributes, impact a loan’s probability of default and loss given default, which can drive changes in the determination of the ACL. Expectations of future cash flows are discounted at the loan’s effective interest rate. The resulting ACL represents the amount by which a loan’s amortized cost exceeds the net present value of a loan’s discounted cash flows expected to be collected. The ACL is recorded through a charge to provision for credit losses and is reduced by charge-offs, net of recoveries on loans previously charged-off. It is the Company’s policy to charge-off loan balances at the time they have been deemed uncollectible.

For segments where the discounted cash flow methodology is not used, a remaining life methodology is utilized. The remaining life method uses an average annual charge-off rate applied to the contractual term, further adjusted for estimated prepayments to determine the unadjusted historical charge-off rate for the remaining balance of assets.

The estimated credit losses for all loan segments are adjusted for changes in qualitative factors not inherently considered in the quantitative analyses. The qualitative categories and the measurements used to quantify the risks within each of these categories are subjectively selected by management. The data for each measurement may be obtained from internal or external sources. The current period measurements are evaluated and assigned a factor commensurate with the current level of risk relative to past measurements or management's assessment of portfolio risk. The resulting qualitative adjustments are applied to the relevant collectively evaluated loan portfolios. These adjustments are based upon the following:

Changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere in estimating credit losses.
Changes in regional and local economic and business conditions and developments that affect the collectability of the portfolio, including the condition of various market segments.
Changes in the nature and volume of the portfolio and in the terms of loans.
Changes in the experience, ability, and depth of lending management and other relevant staff.
Changes in the volume and severity of past-due loans, the volume of non-accrual loans, and the volume and severity of adversely classified or graded loans.
Changes in the value of underlying collateral.
The existence and effect of concentrations of credit, and changes in the level of such concentrations.
Additional segment specific risks when aggregated portfolio's were required for reliable quantitative assessments.

The qualitative allowance allocation, as determined by the processes noted above, is applied to loan segments based on the assessment of these various qualitative factors.

Loans that do not share similar risk characteristics with the collectively evaluated pools are evaluated on an individual basis and are excluded from the collectively evaluated pools. Individual evaluations are generally performed for loans greater than $500,000 which have experienced significant credit deterioration and deemed to be collateral dependent. Such loans are evaluated for credit losses based on the fair value of collateral. When management determines that foreclosure is probable, expected credit losses are based on the fair value of the collateral, less selling costs. For loans for which foreclosure is not probable, but for which repayment is expected to be provided substantially through the operation or sale of the collateral, the Company has elected the practical expedient under ASC 326 to estimate expected credit losses based on the fair value of collateral, with selling costs considered in the event sale of the collateral is expected.

In assessing the adequacy of the allowance for credit losses, the Company considers the results of the Company's ongoing independent loan review process. The Company undertakes this process both to ascertain those loans in the portfolio with elevated credit risk and to assist in its overall evaluation of the risk characteristics of the entire loan portfolio. Its loan review process includes the judgment of management, independent internal loan reviewers and reviews that may have been conducted by third-party reviewers including regulatory examiners. The Company incorporates relevant loan review results in calculating the allowance for credit losses.

In accordance with Current Expected Credit Losses ("CECL"), losses are estimated over the remaining contractual terms of loans, adjusted for prepayments and curtailment. The contractual term excludes expected extensions, renewals and modifications.

Credit losses are estimated on the amortized cost basis of loans, which includes the principal balance outstanding, deferred loan fees and costs, and premiums and discounts when applicable.

While management utilizes its best judgment and information available, the ultimate appropriateness of the allowance is dependent upon a variety of factors beyond our control, including the performance of our loan portfolio, the economy, changes in interest rates and the view of the regulatory authorities toward loan classifications. The ACL process is continually reviewed and updated as needed based on quarterly reviews, new data, and/or calculation improvements with material impacts disclosed as appropriate.

Loans are charged off when management believes that the full collectability of the loan is unlikely. As such, a loan may be partially charged-off after a “confirming event” has occurred which serves to validate that full repayment pursuant to the terms of the loan is unlikely.

Transactions in the allowance for credit losses for the three months ended March 31, 2025 and 2024 are summarized as follows:

	(In Thousands)
	Residential<br>1-4 Family<br>Real Estate		Commercial<br>and Multi-family Real Estate			Construction,<br>Land<br>Development<br>and Farmland		Commercial,<br>Industrial<br>and<br>Agricultural			1-4 family<br>Equity Lines<br>of Credit			Consumer<br>and Other			Total
March 31, 2025
Allowance for credit losses - loans:
Beginning balance January 1,	$	9,708		20,203			14,663		1,702			1,890			1,331			49,497
Provision for credit losses		2,425		(3,996	)		2,413		1,555			(681	)		517			2,233
Charge-offs		—		—			—		(57	)		—			(325	)		(382	)
Recoveries		8		—			3		—			—			121			132
Ending balance	$	12,141		16,207			17,079		3,200			1,209			1,644			51,480
	(In Thousands)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Residential<br>1-4 Family<br>Real Estate			Commercial<br>and Multi-<br>family Real<br>Estate		Construction,<br>Land<br>Development<br>and<br>Farmland			Commercial,<br>Industrial<br>and<br>Agricultural			1-4 family<br>Equity Lines<br>of Credit		Consumer<br>and Other			Total
March 31, 2024
Allowance for credit losses - loans:
Beginning balance January 1,	$	8,765			17,422		14,027			1,533			1,809		1,292			44,848
Provision		(122	)		575		(674	)		(53	)		14		260			—
Charge-offs		—			—		—			(6	)		—		(288	)		(294	)
Recoveries		18			—		3			5			—		162			188
Ending balance	$	8,661			17,997		13,356			1,479			1,823		1,426			44,742

The following table presents the amortized cost basis of collateral dependent loans at March 31, 2025 and December 31, 2024 which are individually evaluated to determine expected credit losses:

	In Thousands
	Real Estate		Other		Total
March 31, 2025
Residential 1-4 family real estate	$	2,089		—		2,089
Commercial and multi-family real estate		6,063		—		6,063
Construction, land development and farmland		—		—		—
Commercial, industrial and agricultural		—		—		—
1-4 family equity lines of credit		—		—		—
Consumer and other		—		—		—
	$	8,152		—		8,152

	In Thousands
	Real Estate		Other		Total
December 31, 2024
Residential 1-4 family real estate	$	1,485		—		1,485
Commercial and multi-family real estate		31,273		—		31,273
Construction, land development and farmland		2,521		—		2,521
Commercial, industrial and agricultural		—		—		—
1-4 family equity lines of credit		2,009		—		2,009
Consumer and other		—		—		—
	$	37,288		—		37,288

Loans are placed on nonaccrual status when there is a significant deterioration in the financial condition of the borrower, which often is determined when the principal or interest on the loan is 90 days or more past due, unless the loan is both well-secured and in the process of collection. Generally, all interest accrued but not collected for loans that are placed on nonaccrual status, is reversed against current income. Interest income is subsequently recognized only to the extent cash payments are received while the loan is classified as nonaccrual, but interest income recognition is reviewed on a case-by-case basis. A nonaccrual loan is returned to accruing status once the loan has been brought current and collection is reasonably assured or the loan has been “well-secured” through other techniques. Past due status is determined based on the contractual due date per the underlying loan agreement.

The following tables present the Company’s nonaccrual loans and past due loans as of March 31, 2025 and December 31, 2024.

Loans on Nonaccrual Status

	In Thousands
	March 31,		December 31,
	2025		2024
Residential 1-4 family real estate	$	2,320	$	452
Commercial and multi-family real estate		2,057		3,616
Construction, land development and farmland		135		—
Commercial, industrial and agricultural		—		—
1-4 family equity lines of credit		—		750
Consumer and other		—		—
Total	$	4,512	$	4,818

Past Due Loans

	(In thousands)
	30-59 Days<br>Past Due		60-89 Days<br>Past Due		Non Accrual<br>or Greater<br>Than 89 Days<br>Past Due		Total Non<br>Accrual and<br>Past Due		Current		Total Loans		Recorded<br>Investment in Loans<br>Greater Than<br>89 Days Past<br>Due and<br>Accruing
March 31, 2025
Residential 1-4 family real estate	$	7,205		2,543		2,632		12,380		1,137,975		1,150,355	$	312
Commercial and multi-family real estate		41		432		2,057		2,530		1,589,957		1,592,487		—
Construction, land development and<br> farmland		19,916		68		135		20,119		928,554		948,673		—
Commercial, industrial and agricultural		69		158		79		306		145,226		145,532		79
1-4 family equity lines of credit		879		86		—		965		239,032		239,997		—
Consumer and other		443		82		71		596		117,326		117,922		71
Total	$	28,553		3,369		4,974		36,896		4,158,070		4,194,966	$	462
December 31, 2024
Residential 1-4 family real estate	$	5,854		1,462		766		8,082		1,125,884		1,133,966	$	314
Commercial and multi-family real estate		—		2		3,616		3,618		1,540,722		1,544,340		—
Construction, land development and<br> farmland		742		—		162		904		940,289		941,193		162
Commercial, industrial and agricultural		184		562		113		859		143,760		144,619		113
1-4 family equity lines of credit		960		581		840		2,381		232,859		235,240		90
Consumer and other		568		137		52		757		105,478		106,235		52
Total	$	8,308		2,744		5,549		16,601		4,088,992		4,105,593	$	731

Loan Modifications to Borrowers Experiencing Financial Difficulty

Occasionally, the Company modifies loans to borrowers in financial distress by providing principal forgiveness, term extension, an other-than-insignificant payment delay or interest rate reduction. When principal forgiveness is provided, the amount of forgiveness is charged-off against the allowance for credit losses.

In some cases, the Company provides multiple types of concessions on one loan. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted. For the loans included in the "combination" columns below, multiple types of modifications have been made on the same loan within the current reporting period. The combination is at least two of the following: a term extension, principal forgiveness, an other-than-insignificant payment delay and/or an interest rate reduction.

The following tables present the amortized cost basis of loans at March 31, 2025 and March 31, 2024 that were both experiencing financial difficulty and modified during the three months ended March 31, 2025 or three months ended March 31, 2024, by class and type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to each class of financing receivable is also presented below.

	(In Thousands)
	Principal<br>Forgiveness		Payment<br>Delay		Term<br>Extension		Interest Rate<br>Reduction		Combination<br>Term<br>Extension and<br>Principal<br>Forgiveness		Combination Term Extension and Interest Rate Reduction		Total Class of Financing Receivable
Three Months Ended March 31, 2025
Residential 1-4 family real estate	$	—	$	—	$	—	$	—	$	—	$	—		—	%
Commercial and multi-family real estate		—		—		4,006		—		—		—		0.25	%
Construction, land development and<br> farmland		—		—		—		—		—		—		—	%
Commercial, industrial and agricultural		—		—		103		—		—		—		0.07	%
1-4 family equity lines of credit		—		—		—		—		—		—		—	%
Consumer and other		—		—		—		—		—		—		—	%
Total	$	—	$	—	$	4,109	$	—	$	—	$	—		0.10	%

As of March 31, 2025, the Company has not committed to lend additional amounts to the borrowers included in the previous table.

	(In Thousands)
	Principal<br>Forgiveness		Payment<br>Delay		Term<br>Extension		Interest Rate<br>Reduction		Combination<br>Term<br>Extension and<br>Principal<br>Forgiveness		Combination Term Extension and Interest Rate Reduction		Total Class of Financing Receivable
Three Months Ended March 31, 2024
Residential 1-4 family real estate	$	—	$	—	$	—	$	—	$	—	$	—		—	%
Commercial and multi-family real estate		—		—		—		—		—		—		—	%
Construction, land development and<br> farmland		—		—		—		—		—		—		—	%
Commercial, industrial and agricultural		—		—		—		—		—		—		—	%
1-4 family equity lines of credit		—		—		—		—		—		—		—	%
Consumer and other		—		—		—		—		—		—		—	%
Total	$	—	$	—	$	—	$	—	$	—	$	—		—	%

As evidenced above, no such loans were modified during the three months ended March 31, 2024.

The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts.

The following table presents the performance of such loans that have been modified within the last twelve months as of March 31, 2025:

	In Thousands
	30-59 Days Past Due		60-89 Days Past Due		Greater Than 89 Days Past Due		Current		Total Modified Loans
March 31, 2025
Residential 1-4 family real estate	$	406	$	950	$	—	$	535	$	1,891
Commercial and multi-family real estate		—		—		—		27,612		27,612
Construction, land development and<br> farmland		—		—		—		—		—
Commercial, industrial and agricultural		—		—		—		103		103
1-4 family equity lines of credit		—		—		—		—		—
Consumer and other		—		—		—		—		—
Total	$	406	$	950	$	—	$	28,250	$	29,606

The following table presents the performance of such loans that had been modified within the last twelve months as of March 31, 2024:

	In Thousands
	30-59 Days Past Due		60-89 Days Past Due		Greater Than 89 Days Past Due		Current		Total Modified Loans
March 31, 2024
Residential 1-4 family real estate	$	—	$	—	$	—	$	—	$	—
Commercial and multi-family real estate		—		—		—		—		—
Construction, land development and<br> farmland		—		—		—		—		—
Commercial, industrial and agricultural		—		—		—		—		—
1-4 family equity lines of credit		—		—		—		—		—
Consumer and other		—		—		—		—		—
Total	$	—	$	—	$	—	$	—	$	—

As evidenced above, there were no loans that were modified within the twelve months prior to March 31, 2024.

The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the three months ended March 31, 2025 and 2024 (dollars in thousands):

	Three Months Ended March 31, 2025									Three Months Ended March 31, 2024
	Principal<br>Forgiveness		Weighted-Average<br>Interest Rate Reduction			Weighted-Average Months of Term Extension		Weighted-Average Months of Payment Delay		Principal<br>Forgiveness		Weighted-Average<br>Interest Rate Reduction			Weighted-Average Months of Term Extension		Weighted-Average Months of Payment Delay
Residential 1-4 family real estate	$	—		—	%		—		—	$	—		—	%		—		—
Commercial and multi-family real estate		—		—			6		—		—		—			—		—
Construction, land development and farmland		—		—			—		—		—		—			—		—
Commercial, industrial and agricultural		—		—			19		—		—		—			—		—
1-4 family equity lines of credit		—		—			—		—		—		—			—		—
Consumer and other		—		—			—		—		—		—			—		—
Total	$	—		—	%		16		—	$	—		—	%		—		—

There were no loan modifications with financial effect during the three months ended March 31, 2024.

The following table presents the amortized cost basis of loans that had a payment default during the three months ended March 31, 2025 and 2024 and were modified in the twelve months prior to that default to borrowers experiencing financial difficulty (dollars in thousands):

	Three Months Ended March 31, 2025								Three Months Ended March 31, 2024
	Principal Forgiveness		Payment Delay		Term Extension		Interest Rate Reduction		Principal Forgiveness		Payment Delay		Term Extension		Interest Rate Reduction
Residential 1-4 family real estate	$	—	$	406	$	950	$	—	$	—	$	—	$	—	$	—
Commercial and multi-family real estate		—		—		—		—		—		—		—		—
Construction, land development and<br> farmland		—		—		—		—		—		—		—		—
Commercial, industrial and agricultural		—		—		—		—		—		—		—		—
1-4 family equity lines of credit		—		—		—		—		—		—		—		—
Consumer and other		—		—		—		—		—		—		—		—
Total	$	—	$	406	$	950	$	—	$	—	$	—	$	—	$	—

There were no loans that had been modified in the twelve months prior to March 31, 2024.

Upon the Company's determination that a modified loan (or a portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is charged off. Therefore, the amortized costs basis of the loan is reduced by the amount deemed uncollectible and the allowance for credit losses is adjusted by the same amount.

As of March 31, 2025 and December 31, 2024 the Bank had $1,716,000 and $1,073,000 in consumer mortgage loans in process of foreclosure, respectively.

Potential problem loans, which include nonperforming loans, amounted to approximately $52.2 million at March 31, 2025 and $48.0 million at December 31, 2024. Potential problem loans represent those loans with a well-defined weakness and where information

about possible credit problems of borrowers has caused management to have serious doubts about the borrower’s ability to comply with present repayment terms. This definition is believed to be substantially consistent with the standards established by the FDIC, the Bank’s primary federal regulator, for loans classified as special mention, substandard, or doubtful.

The following summary presents the Bank's loan balances by primary loan classification and the amount classified within each risk rating category. Pass rated loans include all credits other than those included in special mention, substandard and doubtful which are defined as follows:

Special mention loans have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank’s credit position at some future date.
Substandard loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified must have a well-defined weakness or weaknesses that jeopardize liquidation of the debt. Substandard loans are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.
Doubtful loans have all the characteristics of substandard loans with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. The Bank considers all doubtful loans to be collateral dependent and places such loans on nonaccrual status.

The table below presents loan balances classified within each risk rating category by primary loan type and based on year of origination as of March 31, 2025:

	In Thousands
	2025		2024		2023		2022		2021		Prior		Revolving Loans		Total
March 31, 2025
Residential 1-4 family real estate
Pass	$	58,407		268,114		135,953		265,203		216,516		185,527		7,073		1,136,793
Special mention		—		1,256		2,018		2,733		410		4,010		30		10,457
Substandard		—		950		—		1,153		169		432		401		3,105
Total Residential 1-4 family real estate	$	58,407		270,320		137,971		269,089		217,095		189,969		7,504		1,150,355
Residential 1-4 family real estate:
Current-period gross charge-offs	$	—		—		—		—		—		—		—		—
Commercial and multi-family real estate
Pass	$	21,218		288,150		143,927		308,586		362,080		377,692		60,724		1,562,377
Special mention		—		—		—		23,228		—		800		—		24,028
Substandard		—		—		2,058		—		—		4,024		—		6,082
Total Commercial and multi-family real<br> estate	$	21,218		288,150		145,985		331,814		362,080		382,516		60,724		1,592,487
Commercial and multi-family real estate:
Current-period gross charge-offs	$	—		—		—		—		—		—		—		—
Construction, land development and<br> farmland
Pass	$	50,577		321,407		141,800		138,662		37,934		25,688		228,726		944,794
Special mention		—		605		255		184		118		43		2,514		3,719
Substandard		—		25		—		135		—		—		—		160
Total Construction, land development<br> and farmland	$	50,577		322,037		142,055		138,981		38,052		25,731		231,240		948,673
Construction, land development and<br> farmland:
Current-period gross charge-offs	$	—		—		—		—		—		—		—		—
Commercial, industrial and agricultural
Pass	$	11,343		26,375		11,716		28,126		3,743		29,248		34,388		144,939
Special mention		103		85		260		—		9		—		106		563
Substandard		—		—		2		17		—		11		—		30
Total Commercial, industrial and<br> agricultural	$	11,446		26,460		11,978		28,143		3,752		29,259		34,494		145,532
Commercial, industrial and agricultural:
Current-period gross charge-offs	$	—		—		57		—		—		—		—		57
1-4 family equity lines of credit
Pass	$	—		—		—		—		—		—		236,246		236,246
Special mention		—		—		—		—		—		—		3,677		3,677
Substandard		—		—		—		—		—		—		74		74
Total 1-4 family equity lines of credit	$	—		—		—		—		—		—		239,997		239,997
1-4 family equity lines of credit:
Current-period gross charge-offs	$	—		—		—		—		—		—		—		—
Consumer and other
Pass	$	20,661		23,780		14,340		6,261		2,004		20,787		29,749		117,582
Special mention		—		13		54		86		22		35		—		210
Substandard		—		8		98		17		7		—		—		130
Total Consumer and other	$	20,661		23,801		14,492		6,364		2,033		20,822		29,749		117,922
Consumer and other:
Current-period gross charge-offs	$	—		10		58		32		—		—		225		325

The table below presents loan balances classified within each risk rating category based on year of origination as of March 31, 2025:

	In Thousands
	2025		2024		2023		2022		2021		Prior		Revolving Loans		Total
March 31, 2025
Pass	$	162,206		927,826		447,736		746,838		622,277		638,942		596,906		4,142,731
Special mention		103		1,959		2,587		26,231		559		4,888		6,327		42,654
Substandard		—		983		2,158		1,322		176		4,467		475		9,581
Total	$	162,309		930,768		452,481		774,391		623,012		648,297		603,708		4,194,966

The table below presents loan balances classified within each risk rating category by primary loan type and based on year of origination as of December 31, 2024:

	In Thousands
													Revolving
	2024		2023		2022		2021		2020		Prior		Loans		Total
December 31, 2024
Residential 1-4 family real estate:
Pass	$	281,651		136,736		278,556		220,533		76,275		118,960		12,941		1,125,652
Special mention		950		1,817		1,607		196		—		2,528		401		7,499
Substandard		—		—		—		376		—		365		74		815
Total Residential 1-4 family real estate	$	282,601		138,553		280,163		221,105		76,275		121,853		13,416		1,133,966
Residential 1-4 family real estate:
Current-period gross charge-offs	$	—		—		—		—		—		24		—		24
Commercial and multi-family real estate:
Pass	$	285,939		119,202		311,740		347,484		130,226		255,968		61,885		1,512,444
Special mention		—		3,615		23,228		—		705		4,275		—		31,823
Substandard		—		—		—		—		—		73		—		73
Total Commercial and multi-family real estate	$	285,939		122,817		334,968		347,484		130,931		260,316		61,885		1,544,340
Commercial and multi-family real estate:
Current-period gross charge-offs	$	—		—		—		—		—		—		—		—
Construction, land development and farmland:
Pass	$	283,747		199,987		153,429		58,913		13,992		12,486		215,394		937,948
Special mention		27		256		135		120		—		45		2,533		3,116
Substandard		—		—		129		—		—		—		—		—
Total Construction, land development and farmland	$	283,774		200,243		153,693		59,033		13,992		12,531		217,927		941,193
Construction, land development and farmland:
Current-period gross charge-offs	$	—		—		—		—		—		—		—		—
Commercial, industrial and agricultural:
Pass	$	26,697		12,781		29,634		4,071		9,610		22,762		38,586		144,141
Special mention		147		131		73		10		—		—		106		467
Substandard		—		—		—		—		11		—		—		11
Total Commercial, industrial and agricultural	$	26,844		12,912		29,707		4,081		9,621		22,762		38,692		144,619
Commercial, industrial and agricultural:
Current-period gross charge-offs	$	—		—		30		4		—		—		8		42
1-4 family equity lines of credit:
Pass	$	—		—		—		—		—		—		231,480		231,480
Special mention		—		—		—		—		—		—		2,754		2,754
Substandard		—		—		—		—		—		—		1,006		1,006
Total 1-4 family equity lines of credit	$	—		—		—		—		—		—		235,240		235,240
1-4 family equity lines of credit:
Current-period gross charge-offs	$	—		—		—		—		—		—		—		—
Consumer and other:
Pass	$	28,133		16,632		7,509		2,525		12,316		9,204		29,604		105,923
Special mention		3		62		104		27		29		14		1		240
Substandard		6		21		37		8		—		—		—		72
Total Consumer and other	$	28,142		16,715		7,650		2,560		12,345		9,218		29,605		106,235
Consumer and other:
Current-period gross charge-offs	$	24		147		141		10		—		—		634		956

The table below presents loan balances classified within each risk rating category based on year of origination as of December 31, 2024:

	In Thousands
	2024		2023		2022		2021		2020		Prior		Revolving Loans		Total
December 31, 2024
Pass	$	906,167	$	485,338	$	780,868	$	633,526	$	242,419	$	419,380	$	589,890		4,057,588
Special mention		1,127		5,881		25,147		353		734		6,862		5,795		45,899
Substandard		6		21		166		384		11		438		1,080		2,106
Total	$	907,300		491,240		806,181		634,263		243,164		426,680		596,765		4,105,593

Note 3. Debt Securities

Debt securities have been classified in the consolidated balance sheet according to management’s intent. Debt securities at March 31, 2025 and December 31, 2024 are summarized as follows:

	March 31, 2025
	Securities Available-For-Sale
	In Thousands
	Amortized<br>Cost		Gross<br>Unrealized<br>Gains		Gross<br>Unrealized<br>Losses		Estimated<br>Market<br>Value
U.S. Treasury and other U.S. government<br> agencies	$	4,934		—		316		4,618
U.S. Government-sponsored enterprises<br> (GSEs)		176,088		133		17,634		158,587
Mortgage-backed securities		519,739		690		56,591		463,838
Asset-backed securities		50,289		110		344		50,055
Corporate bonds		2,500		—		104		2,396
Obligations of states and political<br> subdivisions		180,358		—		27,306		153,052
	$	933,908		933		102,295		832,546
	December 31, 2024
---	---	---	---	---	---	---	---	---
	Securities Available-For-Sale
	In Thousands
	Amortized<br>Cost		Gross<br>Unrealized<br>Gains		Gross<br>Unrealized <br>Losses		Estimated<br>Market<br>Value
U.S. Treasury and other U.S. government<br> agencies	$	4,927		—		389		4,538
U.S. Government-sponsored enterprises<br> (GSEs)		183,912		8		21,947		161,973
Mortgage-backed securities		520,729		55		66,588		454,196
Asset-backed securities		51,110		108		401		50,817
Corporate bonds		2,500		—		104		2,396
Obligations of states and political<br> subdivisions		184,163		—		30,190		153,973
	$	947,341		171		119,619		827,893

As of March 31, 2025 and December 31, 2024, there was no allowance for credit losses on available-for-sale securities.

Included in mortgage-backed securities are collateralized mortgage obligations totaling $138,293,000 (fair value of $121,087,000) and $146,369,000 (fair value of $126,426,000) at March 31, 2025 and December 31, 2024, respectively.

Securities carried on the balance sheet of approximately $610,310,000 (approximate market value of $539,520,000) and $581,017,000 (approximate market value of $499,585,000) were pledged to secure public deposits and for other purposes as required by law at March 31, 2025 and December 31, 2024, respectively.

At March 31, 2025, there were no holdings of securities of any one issuer, other than U.S. Government and its agencies, in an amount greater than 10% of shareholders' equity.

The amortized cost and estimated market value of debt securities at March 31, 2025 by contractual maturity are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Available-For-Sale
	In Thousands
	Amortized<br>Cost		Estimated<br>Market Value
Due in one year or less	$	5,772	$	5,617
Due after one year through five years		109,163		99,757
Due after five years through ten years		280,269		250,404
Due after ten years		538,704		476,768
	$	933,908	$	832,546

The following tables show the gross unrealized losses and fair value of the Company’s investments with unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2025 and December 31, 2024.

	In Thousands, Except Number of Securities
	Less than 12 Months						12 Months or More						Total
March 31, 2025	Fair<br>Value		Unrealized<br>Losses		Number of<br>Securities<br>Included		Fair<br>Value		Unrealized<br>Losses		Number of<br>Securities<br>Included		Fair<br>Value		Unrealized<br>Losses
Available-for-Sale Securities:
U.S. Treasury and other<br> U.S. government agencies	$	—	$	—		—	$	4,618	$	316		2	$	4,618	$	316
U.S. Government-sponsored<br> enterprises (GSEs)		2,644		31		2		144,192		17,603		63		146,836		17,634
Mortgage-backed securities		47,788		715		12		340,922		55,876		212		388,710		56,591
Asset-backed securities		18,462		94		7		17,021		250		7		35,483		344
Corporate bonds		—		—		—		2,396		104		1		2,396		104
Obligations of states and<br> political subdivisions		4,940		260		3		148,112		27,046		161		153,052		27,306
	$	73,834	$	1,100		24	$	657,261	$	101,195		446	$	731,095	$	102,295
	In Thousands, Except Number of Securities
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Less than 12 Months						12 Months or More						Total
December 31, 2024	Fair<br>Value		Unrealized<br>Losses		Number of<br>Securities<br>Included		Fair<br>Value		Unrealized<br>Losses		Number of<br>Securities<br>Included		Fair<br>Value		Unrealized<br>Losses
Available-for-Sale Securities:
U.S. Treasury and other<br> U.S. government agencies	$	—	$	—		—	$	4,538	$	389		2	$	4,538	$	389
U.S. Government-sponsored<br> enterprises (GSEs)		12,226		258		3		147,828		21,689		67		160,054		21,947
Mortgage-backed securities		90,776		2,043		24		348,035		64,545		216		438,811		66,588
Asset-backed securities		14,103		75		5		17,170		326		7		31,273		401
Corporate bonds		—		—		—		2,396		104		1		2,396		104
Obligations of states and<br> political subdivisions		5,108		77		3		148,865		30,113		168		153,973		30,190
	$	122,213	$	2,453		35	$	668,832	$	117,166		461	$	791,045	$	119,619

The applicable date for determining when securities are in an unrealized loss position is March 31, 2025 and December 31, 2024. As such, it is possible that a security had a market value less than its amortized cost on other days during the three months ended March 31, 2025 and the twelve-month period ended December 31, 2024, but is not in the "Investments with an Unrealized Loss of less than 12 months" category above.

As shown in the tables above, at March 31, 2025 and December 31, 2024, the Company had unrealized losses of $102.3 million and $119.6 million on $731.1 million and $791.0 million, respectively, of securities in an unrealized loss position at those dates. As described in Note 1, Summary of Significant Accounting Policies to the consolidated financial statements of the Company included in the 2024 Form 10-K, for any security classified as available-for-sale that is in an unrealized loss position at the balance sheet date, the

Company assesses whether or not it intends to sell the security, or more-likely-than-not will be required to sell the security, before recovery of its amortized cost basis which would require a write-down to fair value through net income. Because the Company currently does not intend to sell those securities that have an unrealized loss at March 31, 2025, and it is not more-likely-than not that the Company will be required to sell the securities before recovery of their amortized cost bases, which may be maturity, the Company has determined that no write-down is necessary. These securities must then be evaluated for credit and non-credit related impairment. Securities with one or more of the following characteristics will be deemed to have only non-credit related impairment and will be excluded from further evaluation from credit impairment: Guaranteed by the U.S. government, insured by the FDIC, a review of market price discount to principal face value does not indicate the market's expectation of imminent principal loss, risk weighting under the FDIC’s Simplified Supervisory Formula Approach, and average credit rating. Securities that are not excluded by the aforementioned characteristics are further evaluated for credit deterioration, which would require the recognition of an allowance for credit losses. The unrealized losses associated with securities at March 31, 2025 are driven by changes in interest rates and not due to the credit quality of the securities, and accordingly, no allowance for credit losses is considered necessary related to available-for-sale securities at March 31, 2025. These securities will continue to be monitored as a part of the Company's ongoing evaluation of credit quality.

Mortgage-Backed Securities

At March 31, 2025, approximately 98% of the mortgage-backed securities held by the Company were issued by U.S. government-sponsored entities and agencies. Because the decline in fair value of these securities is primarily attributable to interest rates and illiquidity, and not credit quality, and because the Company does not have the intent to sell these mortgage-backed securities and it is not more-likely-than-not that it will be required to sell the securities before their anticipated recovery, the Company has determined no allowance for credit losses is necessary at March 31, 2025.

The Company's mortgage-backed securities portfolio includes non-agency collateralized mortgage obligations with a fair value of $10.8 million which had unrealized losses of approximately $1.3 million at March 31, 2025. These non-agency mortgage-backed securities were rated AAA at March 31, 2025. The Company monitors to ensure it has adequate credit support and does not have the intent to sell these securities and it is not more-likely-than-not that it will be required to sell the securities before their anticipated recovery. The issuers continue to make timely principal and interest payments on the securities.

Obligations of States and Political Subdivisions

Unrealized losses on municipal bonds have not been recognized into income because the issuers' bonds are of high credit quality (rated A or higher) or the bonds have been refunded. Management does not intend to sell the securities and it is not more-likely-than-not that management will be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely due to changes in interest rates and other market conditions. The issuers continue to make timely principal and interest payments on the bonds. The fair value is expected to recover as the bonds approach maturity.

Asset-Backed Securities

The Company's asset-backed securities portfolio includes agency and non-agency asset backed and other amortizing debt securities with a fair value of $50.1 million which had unrealized losses of approximately $0.3 million at March 31, 2025. The Company monitors these securities to ensure it has adequate credit support and does not have the intent to sell these securities and it is not more-likely-than-not that it will be required to sell the securities before their anticipated recovery. The issuers continue to make timely principal and interest payments on the securities.

Corporate Bonds

The Company's lone corporate debt security with a fair value of $2.4 million had an unrealized loss of approximately $0.1 million at March 31, 2025. The Company monitors this security to ensure it has adequate credit support and does not have the intent to sell this security and it is not more-likely-than-not that it will be required to sell the security before its anticipated recovery. The issuer continues to make timely principal and interest payments on the bond.

Note 4. Derivatives

Derivatives Designated as Fair Value Hedges

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, the sources and duration of certain balance sheet assets and liabilities. In the normal course of business, the Company also uses derivative financial instruments to add stability to interest income or expense and to manage its exposure to movements in interest rates. The Company does not use derivatives for trading or speculative purposes and only enters into transactions that have a qualifying hedge relationship. The

Company's hedging strategies involving interest rate derivatives that are classified as either cash flow hedges or fair value hedges, depending upon the rate characteristic of the hedged item.

The Company had previously utilized an interest rate swap designated as a fair value hedge to mitigate the effect of changing interest rates on the fair values of fixed rate loans. The hedging strategy on loans converted the fixed interest rates to variable interest rates tied to the applicable reference rate.

During the fourth quarter of 2023 the Company voluntarily terminated the interest rate swap with a notional amount of $30.0 million, as the market indicated that rates had peaked, further rate increases were unlikely, and the Company’s balance sheet could support the market’s current demand for fixed rate loans without the interest rate swap. The termination of the fair value hedge resulted in an unrealized gain totaling $3,747,000 which is being reclassified to increase interest income through June 30, 2030, the original term of the swap contract.

The following table presents the net effects of derivative hedging instruments on the Company's consolidated statements of income for the three months ended March 31, 2025 and 2024. The effects are presented as an increase to income before taxes in the relevant caption of the Company's consolidated statements of income.

	In Thousands
	Three Months Ended
	March 31, 2025		March 31, 2024
Location in the Consolidated Statements of Income
Interest income: Interest and fees on loans	$	236		381
Net increase to income before taxes	$	236		381

The above effects are presented within the change in other assets line in the operating activities section of the Company's consolidated statements of cash flows.

Mortgage Banking Derivatives

Commitments to fund certain mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments for the future delivery of mortgage loans to third party investors under the Bank's mandatory delivery program are considered derivatives. It is the Company's practice to enter into forward commitments for the future delivery of residential mortgage loans when interest rate lock commitments are entered into in an effort to economically hedge the effect of changes in interest rates resulting from its commitments to fund the loans. At March 31, 2025 and December 31, 2024, the Company had approximately $6,445,000 and $1,680,000, respectively, of interest rate lock commitments. The fair value of these mortgage banking derivatives was reflected by a derivative asset of $160,000 and $34,000 at March 31, 2025 and December 31, 2024, respectively. At March 31, 2025 and December 31, 2024, the Company had approximately $7,000,000 and $3,250,000, respectively, of forward commitments for the future delivery of residential mortgage loans. The fair value of these mortgage banking derivatives was reflected by a derivative liability of $15,000 and derivative asset of $27,000 at March 31, 2025 and December 31, 2024, respectively. Changes in the fair values of these mortgage-banking derivatives are included in net gains on sale of loans.

The net gains (losses) relating to free-standing derivative instruments used for risk management is summarized below (in thousands):

	In Thousands
	March 31, 2025			March 31, 2024
Interest rate contracts for customers	$	126			26
Forward contracts related to mortgage loans held for sale<br> and interest rate contracts	$	(42	)		(1	)

The following table reflects the amount and fair value of mortgage banking derivatives included in the consolidated balance sheet as of March 31, 2025 and December 31, 2024 (in thousands):

	In Thousands
	March 31, 2025					December 31, 2024
	Notional<br>Amount		Fair<br>Value			Notional<br>Amount		Fair<br>Value
Included in other assets (liabilities):
Interest rate contracts for customers	$	6,445		160			1,680		34
Forward contracts related to mortgage loans<br> held-for-sale	$	7,000		(15	)		3,250		27

Note 5. Mortgage Servicing Rights

The Company sells residential mortgage loans in the secondary market and typically retains the rights to service the loans. Mortgage loans serviced for others are not reported as assets. Mortgage servicing rights are recognized on the balance sheet within other assets. The principal balances of these loans as of March 31, 2025 and December 31, 2024 are as follows:

	In Thousands
	March 31, 2025		December 31, 2024
Mortgage loan portfolios serviced for:
FHLMC	$	119,629	$	114,771

For the three months ended March 31, 2025 and 2024, the change in carrying value of the Company's mortgage servicing rights accounted for under the amortization method was as follows:

	In Thousands
	March 31, 2025			March 31, 2024
Balance at beginning of period	$	1,139		$	1,083
Servicing rights retained from loans sold		82			—
Amortization		(74	)		(60	)
Valuation Allowance Provision		—			—
Balance at end of period	$	1,147		$	1,023
Fair value, end of period	$	1,614		$	1,437

The key data and assumptions used in estimating the fair value of the Company's mortgage servicing rights as of March 31, 2025 and December 31, 2024 were as follows:


Prepayment speed	9.34	%	8.08	%
Weighted-average life (in years)	7.81		8.42
Weighted-average note rate	5.20	%	5.11	%
Weighted-average discount rate	9.00	%	9.00	%

Note 6. Equity Incentive Plans

In April 2009, the Company’s shareholders approved the Wilson Bank Holding Company 2009 Stock Option Plan (the “2009 Stock Option Plan”). The 2009 Stock Option Plan was effective as of April 14, 2009. Under the 2009 Stock Option Plan, awards could be granted in the form of options to acquire common stock of the Company. Subject to adjustment as provided by the terms of the 2009 Stock Option Plan, the maximum number of shares of common stock with respect to which awards could be granted under the 2009 Stock Option Plan was 100,000 shares. The 2009 Stock Option Plan terminated on April 13, 2019, and no additional awards may be granted under the 2009 Stock Option Plan. The awards granted under the 2009 Stock Option Plan prior to the plan's expiration will remain outstanding until exercised or otherwise terminated. As of March 31, 2025, the Company had outstanding 1,300 options under the 2009 Stock Option Plan with a weighted average exercise price of $36.50.

During the second quarter of 2016, the Company’s shareholders approved the Wilson Bank Holding Company 2016 Equity Incentive Plan, which authorizes awards of up to 750,000 shares of common stock. The 2016 Equity Incentive Plan was approved by the Board of Directors and effective as of January 25, 2016 and approved by the Company’s shareholders on April 12, 2016. On September 26, 2016, the Board of Directors approved an amendment and restatement of the 2016 Equity Incentive Plan (as amended and restated the “2016 Equity Incentive Plan”). Except for certain limitations, awards can be granted in the form of stock options (both incentive stock options and non-qualified stock options), stock appreciation rights, restricted shares and restricted share units, performance awards and other stock-based awards. As of March 31, 2025, the Company had 166,612 shares remaining available for issuance under the 2016 Equity Incentive Plan. As of March 31, 2025, the Company had outstanding 188,513 options with a weighted average exercise price of $57.97, 133,977 cash-settled stock appreciation rights with a weighted average exercise price of $55.46, 153 restricted share awards, 22,114 restricted share unit awards, and 369 performance share unit awards under the 2016 Equity Incentive Plan.

During the second quarter of 2025, the Company's shareholders approved the Wilson Bank Holding Company 2025 Equity Incentive Plan (the "2025 Equity Incentive Plan"), which initially authorized awards of up to 675,000 which included 508,388 newly reserved shares and shares of Common Stock initially reserved for issuance under the Company’s 2016 Equity Incentive Plan that remained available for issuance under the 2016 Equity Incentive Plan as of April 24, 2025, the 2025 Equity Incentive Plan's effective date. The 2025 Equity Incentive Plan was approved by the Board of Directors and on April 24, 2025 it was approved by the Company’s shareholders. In addition to the 675,000 shares reserved for issuance under the 2025 Equity Incentive Plan, if any of the awards under the 2016 Equity Incentive Plan that were outstanding as of February 28, 2025 after that date terminate, expire unexercised, are settled for cash, forfeited or cancelled without delivery of shares of the Company’s Common Stock under the terms of the 2016 Plan, the Company may issue awards with respect to those awards under the 2025 Equity Incentive Plan. Except for certain limitations, awards can be in the form of stock options (both incentive stock options and non-qualified stock options), stock appreciation rights, restricted shares and restricted share units, performance awards and other stock-based awards.

Stock Options

As of March 31, 2025, the Company had outstanding 189,813 stock options with a weighted average exercise price of $57.82.

The following table summarizes information about stock options activity for the three months ended March 31, 2025 and 2024:

	March 31, 2025					March 31, 2024
	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
Options outstanding at beginning of period		193,395		$	57.66		214,974		$	57.08
Granted		—			—		850			71.50
Exercised		(3,065	)		50.49		(2,719	)		52.91
Forfeited or expired		(517	)		38.20		(133	)		35.81
Outstanding at end of period		189,813		$	57.82		212,972		$	57.21
Options exercisable at March 31		127,401		$	55.50		108,799		$	52.49

As of March 31, 2025, there was $1,015,000 of total unrecognized cost related to non-vested stock options granted under the Company's equity incentive plans. The cost is expected to be recognized over a weighted-average period of

1.88

years.

Stock Appreciation Rights

As of March 31, 2025, the Company had outstanding 133,977 cash-settled stock appreciation rights with a weighted average exercise price of $55.46.

The following table summarizes information about cash-settled SARS activity for the three months ended March 31, 2025 and 2024:

	March 31, 2025					March 31, 2024
	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
SARs outstanding at beginning of period		142,785		$	55.03		157,020		$	54.88
Granted		—			—		817			71.50
Exercised		(8,808	)		48.52		(430	)		56.45
Forfeited or expired		—			—		(2,000	)		62.10
Outstanding at end of period		133,977		$	55.46		155,407		$	54.87
SARS exercisable at March 31		102,791		$	53.23		102,747		$	51.01

As of March 31, 2025, there was $707,000 of total unrecognized cost related to non-vested SARs granted under the Company's equity incentive plans. The cost is expected to be recognized over a weighted-average period of

1.77

years.

Time-based Vesting Restricted Shares and Restricted Share Units

A summary of restricted share awards activity for the three months ended March 31, 2025 and 2024 is as follows:

	March 31, 2025				March 31, 2024
	Shares		Weighted Average Cost		Shares		Weighted Average Cost
Outstanding at beginning of period		153	$	66.70		301	$	66.70
Granted		—		—		—		—
Vested		—		—		—		—
Forfeited		—		—		—		—
Outstanding at March 31, 2025		153	$	66.70		301	$	66.70

A summary of restricted share unit awards activity for the three months ended March 31, 2025 and 2024 is as follows:

	March 31, 2025					March 31, 2024
	Shares			Weighted Average Cost		Shares			Weighted Average Cost
Outstanding at beginning of period		24,482		$	70.44		14,458		$	69.00
Granted		—			—		12,207			71.50
Vested		(2,368	)		71.50		—			—
Forfeited		—			—		(833	)		69.00
Outstanding at March 31, 2025		22,114		$	70.33		25,832		$	70.18

The restricted shares and restricted share units vest over various time periods. As of March 31, 2025, there was $7,000 of total unrecognized compensation cost related to non-vested restricted share awards. The cost is expected to be expensed over a weighted-average period of

0.64

years. As of March 31, 2025, there was $1,199,000 of total unrecognized compensation cost related to non-vested restricted share units. The cost is expected to be expensed over a weighted-average period of

3.40

years.

Performance-Based Vesting Restricted Stock Units ("PSUs")

The Company awards PSUs to officers and employees of the Bank. Under the terms of the awards, the number of units that will be earned and thereafter settled in shares of the Company's common stock will be based on the employee's performance against certain performance metrics over a fixed three-year performance period. Compensation expense for PSUs is estimated each period based on the fair value of the Company's common stock at the grant date and the most probable outcome of the performance condition, adjusted for the passage of time within the performance period of the awards.

A summary of the PSUs activity for the three months ended March 31, 2025 and 2024 is as follows:

	March 31, 2025					March 31, 2024
	Shares			Weighted Average Cost		Shares			Weighted Average Cost
Outstanding at beginning of period		738		$	67.85		1,107		$	67.85
Granted		—			—		—			—
Vested		(369	)		67.85		(369	)		67.85
Forfeited		—			—		—			—
Outstanding at March 31, 2025		369		$	67.85		738		$	67.85
Grant Year	Grant Price		Applicable Performance Period	Period in which units to be settled	PSUs Outstanding
---	---	---	---	---	---	---
2023	$	67.85	2023-2025	2024-2026		369

As of March 31, 2025, there was $20,000 of total unrecognized compensation cost related to non-vested PSUs. The cost is expected to be expensed over a weighted-average period of

0.84

years.

Note 7. Regulatory Capital

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. The net unrealized gain or loss on available for sale securities is not included in computing regulatory capital. Management believes as of March 31, 2025, the Bank and the Company meet all capital adequacy requirements to which they are subject.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If an institution is classified as adequately capitalized or lower, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is growth and expansion, and capital restoration plans are required. As of March 31, 2025 and December 31, 2024, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank's category.

The Company’s and the Bank’s actual capital amounts and ratios as of March 31, 2025 and December 31, 2024 are presented in the following tables. The capital conservation buffer of 2.5% is not included in the required minimum ratios of the tables presented below.

	Actual					Minimum Capital Adequacy					For Classification as Well Capitalized (1) (2)
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(dollars in thousands)
March 31, 2025
Total capital to risk weighted assets:
Consolidated	$	630,062		14.6	%	$	344,630		8.0	%	$	430,788		10.0	%
Wilson Bank		628,093		14.6			344,503		8.0			430,628		10.0
Tier 1 capital to risk weighted assets:
Consolidated		576,420		13.4			258,473		6.0			258,473		6.0
Wilson Bank		574,451		13.3			258,378		6.0			344,504		8.0
Common equity Tier 1 capital to risk weighted assets:
Consolidated		576,212		13.4			193,854		4.5		N/A		N/A
Wilson Bank		574,243		13.3			193,783		4.5			279,908		6.5
Tier 1 capital to average assets:
Consolidated		576,420		10.5			220,540		4.0		N/A		N/A
Wilson Bank		574,451		10.4			220,461		4.0			275,577		5.0
	Actual					Minimum Capital Adequacy					For Classification as Well Capitalized (1) (2)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(dollars in thousands)
December 31, 2024
Total capital to risk weighted assets:
Consolidated	$	615,180		14.5	%	$	338,916		8.0	%	$	423,646		10.0	%
Wilson Bank		609,568		14.4			338,788		8.0			423,485		10.0
Tier 1 capital to risk weighted assets:
Consolidated		563,128		13.3			254,188		6.0			254,188		6.0
Wilson Bank		557,516		13.2			254,090		6.0			338,787		8.0
Common equity Tier 1 capital to risk weighted assets:
Consolidated		562,925		13.3			190,641		4.5		N/A		N/A
Wilson Bank		557,313		13.2			190,568		4.5			275,264	6.5
Tier 1 capital to average assets:
Consolidated		563,128		10.4			216,949		4.0		N/A		N/A
Wilson Bank		557,516		10.3			216,873		4.0			271,092		5.0

Ratios for Wilson Bank are those under applicable FDIC regulations for prompt corrective action.
Well-capitalized minimum Common equity Tier 1 capital to risk weighted assets and Tier 1 capital to average assets are not formally defined under applicable regulations for bank holding companies.

Dividend Restrictions

The Company and the Bank are subject to dividend restrictions set forth by the Tennessee Department of Financial Institutions and federal banking agencies, as applicable. Generally, the Board of Directors may not declare dividends in excess of current year earnings plus the retained net income of the preceding two years without prior approval of the commissioner of the Tennessee Department of Financial Institutions. Additional restrictions may be imposed by the Tennessee Department of Financial Institutions and federal banking agencies under the powers granted to them by law.

Note 8. Fair Value Measurements

FASB ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. The definition of fair value focuses on the exit price,

(i.e., the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date), not the entry price (i.e., the price that would be paid to acquire the asset or received to assume the liability at the measurement date). The statement emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, the fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability.

Valuation Hierarchy

FASB ASC 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Following is a description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy.

Assets

Securities available-for-sale — Where quoted prices are available for identical securities in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include highly liquid government securities and certain other financial products. If quoted market prices are not available, then fair values are estimated by using pricing models that use observable inputs or quoted prices of securities with similar characteristics and are classified within Level 2 of the valuation hierarchy. In certain cases where there is limited activity or less transparency around inputs to the valuation and more complex pricing models or discounted cash flows are used, securities are classified within Level 3 of the valuation hierarchy.

Collateral dependent loans – Collateral dependent loans are measured at the fair value of the collateral securing the loan less estimated selling costs. The fair value of real estate collateral is determined based on real estate appraisals which are generally based on recent sales of comparable properties which are then adjusted for property specific factors. Non-real estate collateral is valued based on various sources, including third party asset valuations and internally determined values based on cost adjusted for depreciation and other judgmentally determined discount factors. Collateral dependent loans are classified within Level 3 of the valuation hierarchy due to the unobservable inputs used in determining their fair value such as collateral values and the borrower's underlying financial condition.

Other real estate owned — Other real estate owned (“OREO”) represents real estate foreclosed upon by the Company through loan defaults by customers or acquired in lieu of foreclosure. Substantially all of these amounts relate to construction and land development loans, other loans secured by land, and commercial real estate loans for which the Company believes it has adequate collateral. Upon foreclosure, the property is recorded at the lower of cost or fair value, based on appraised value, less selling costs estimated as of the date acquired with any loss recognized as a charge-off through the allowance for credit losses. Additional OREO losses for subsequent valuation downward adjustments are determined on a specific property basis and are included as a component of noninterest expense along with holding costs. Any gains or losses realized at the time of disposal are also reflected in noninterest expense, as applicable. OREO is included in Level 3 of the valuation hierarchy due to the lack of observable market inputs into the determination of fair value. Appraisal values are property-specific and sensitive to the changes in the overall economic environment.

Mortgage loans held-for-sale — Mortgage loans held-for-sale are carried at fair value, and are classified within Level 2 of the valuation hierarchy. The fair value of mortgage loans held-for-sale is determined using quoted prices for similar assets, adjusted for specific attributes of that loan.

Derivative Instruments — The fair values of derivatives are based on valuation models using observable market data as of the measurement date (Level 2).

Other investments — Included in other investments are investments recorded at fair value primarily in certain nonpublic investments and funds. The valuation of these nonpublic investments requires management judgment due to the absence of observable quoted market prices, inherent lack of liquidity and the long-term nature of such assets. These investments are valued initially based upon transaction price. The carrying values of other investments are adjusted either upwards or downwards from the transaction price to reflect expected exit values as evidenced by financing and sale transactions with third parties. These investments are included in Level 3 of the valuation hierarchy if the entities and funds are not widely traded and the underlying investments are in privately-held and/or start-up companies for which market values are not readily available.

The following tables present the financial instruments carried at fair value as of March 31, 2025 and December 31, 2024, by caption on the consolidated balance sheet and by FASB ASC 820 valuation hierarchy (as described above):

	Assets and Liabilities Measured at Fair Value on a Recurring Basis
	(In Thousands)
	Total Carrying Value in the Consolidated Balance Sheet		Quoted Market Prices in an Active Market (Level 1)		Models with Significant Observable Market Parameters (Level 2)		Models with Significant Unobservable Market Parameters (Level 3)
March 31, 2025
Investment securities available-for-sale:
U.S. Treasury and other U.S. government<br> agencies	$	4,618	$	4,618	$	—	$	—
U.S. Government sponsored enterprises		158,587		—		158,587		—
Mortgage-backed securities		463,838		—		463,838		—
Asset-backed securities		50,055		—		50,055		—
Corporate bonds		2,396		—		2,396		—
State and municipal securities		153,052		—		153,052		—
Total investment securities available-for-sale		832,546		4,618		827,928		—
Mortgage loans held for sale		2,691		—		2,691		—
Derivative instruments		160		—		160		—
Other investments		2,207		—		—		2,207
Total assets	$	837,604	$	4,618	$	830,779	$	2,207
Derivative instruments		15		—		15		—
Total liabilities	$	15	$	—	$	15	$	—
December 31, 2024
Investment securities available-for-sale:
U.S. Treasury and other U.S. government<br> agencies	$	4,538	$	4,538	$	—	$	—
U.S. Government sponsored enterprises		161,973		—		161,973		—
Mortgage-backed securities		454,196		—		454,196		—
Asset-backed securities		50,817		—		50,817		—
Corporate bonds		2,396		—		2,396		—
State and municipal securities		153,973		—		153,973		—
Total investment securities available-for-sale		827,893		4,538		823,355		—
Mortgage loans held for sale		2,529		—		2,529		—
Derivative instruments		61		—		61		—
Other investments		2,191		—	—			2,191
Total assets	$	832,674	$	4,538	$	825,945	$	2,191
Derivative instruments		—		—		—		—
Total liabilities	$	—	$	—	$	—	$	—

	Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
	(In Thousands)
	Total Carrying Value in the Consolidated Balance Sheet		Quoted Market Prices in an Active Market (Level 1)		Models with Significant Observable Market Parameters (Level 2)		Models with Significant Unobservable Market Parameters (Level 3)
March 31, 2025
Other real estate owned	$	—		—		—		—
Collateral dependent loans (¹)		7,769		—		—		7,769
Total	$	7,769		—		—		7,769
December 31, 2024
Other real estate owned	$	—		—		—		—
Collateral dependent loans (¹)		37,045		—		—		37,045
Total	$	37,045		—		—		37,045

The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which we have utilized Level 3 inputs to determine fair value at March 31, 2025 and December 31, 2024:

	Valuation <br>Techniques (1)	Significant Unobservable Inputs	Weighted Average
Collateral dependent loans	Appraisal	Estimated costs to sell	10%
Other real estate owned	Appraisal	Estimated costs to sell	10%

In the case of its investment securities portfolio, the Company monitors the valuation technique utilized by various pricing agencies to ascertain when transfers between levels have been affected. The nature of the remaining assets and liabilities is such that transfers in and out of any level are expected to be rare. For the three months ended March 31, 2025, there were no transfers between Levels 1, 2 or 3.

The tables below includes a rollforward of the balance sheet amounts for the three months ended March 31, 2025 and 2024 (including the change in fair value) for financial instruments classified by the Company within Level 3 of the valuation hierarchy for assets and liabilities measured at fair value on a recurring basis. When a determination is made to classify a financial instrument within Level 3 of the valuation hierarchy, the determination is based upon the significance of the unobservable factors to the overall fair value measurement. However, since Level 3 financial instruments typically include, in addition to the unobservable or Level 3 components, observable components (that is, components that are actively quoted and can be validated to external sources), the gains and losses in the table below include changes in fair value due in part to observable factors that are part of the valuation methodology (in thousands):

	For the Three Months Ended March 31,
	2025				2024
	Other Assets		Other Liabilities		Other Assets		Other Liabilities
Fair value, January 1	$	2,191		—	$	2,045		—
Total realized gains included in income		16		—		35		—
Change in unrealized gains/losses included in other comprehensive income for assets and liabilities still held at March 31		—		—		—		—
Purchases, issuances and settlements, net		—		—		—		—
Transfers out of Level 3		—		—		—		—
Fair value, March 31	$	2,207		—	$	2,080		—
Total realized gains included in income related to financial assets and liabilities still on the consolidated balance sheet at March 31	$	16		—	$	35		—

The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments that are not measured at fair value. In cases where quoted market prices or observable components are not available, fair values are based on estimates using discounted cash flow models. Those models are significantly affected by the assumptions used, including the discount rates, estimates of future cash flows and borrower creditworthiness. The fair value estimates presented herein are based on pertinent information available to management as of March 31, 2025 and December 31, 2024. Such amounts have not been revalued for purposes of these consolidated financial statements since those dates and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

Cash and cash equivalents — The carrying amounts of cash and short-term instruments approximate fair values and are classified as Level 1.

Loans — The fair value of our loan portfolio includes a credit risk factor in the determination of the fair value of our loans. This credit risk assumption is intended to approximate the fair value that a market participant would realize in a hypothetical orderly transaction. Our loan portfolio is initially fair valued using a segmented approach. We divide our loan portfolio into the following categories: variable rate loans, collateral dependent loans and all other loans. The results are then adjusted to account for credit risk.

For variable-rate loans that reprice frequently and have no significant change in credit risk, fair values approximate carrying values. Fair values for collateral dependent loans are estimated using discounted cash flow models or based on the fair value of the underlying collateral. For other loans, fair values are estimated using discounted cash flow models, using current market interest rates offered for loans with similar terms to borrowers of similar credit quality. The values derived from the discounted cash flow approach for each of the above portfolios are then further discounted to incorporate credit risk to determine the exit price.

Mortgage servicing rights — The fair value of servicing rights is based on the present value of estimated future cash flows of mortgages sold, stratified by rate and maturity date. Assumptions that are incorporated in the valuation of servicing rights include assumptions about prepayment speeds on mortgages and the cost to service loans.

Deposits and Federal Home Loan Bank borrowings — Fair values for deposits and Federal Home Loan Bank borrowings are estimated using discounted cash flow models, using current market interest rates offered on deposits with similar remaining maturities.

Off-Balance Sheet Instruments — The fair values of the Company’s off-balance-sheet financial instruments are based on fees charged to enter into similar agreements. However, commitments to extend credit do not represent a significant value to the Company until such commitments are funded.

The following table presents the carrying amounts, estimated fair value and placement in the fair valuation hierarchy of the Company’s financial instruments at March 31, 2025 and December 31, 2024. This table excludes financial instruments for which the carrying amount approximates fair value. For short-term financial assets such as cash and cash equivalents, the carrying amount is a reasonable estimate of fair value due to the relatively short time between the origination of the instrument and its expected realization.

	Carrying/ Notional		Estimated		Quoted Market Prices in an Active Market		Models with Significant Observable Market Parameters		Models with Significant Unobservable Market Parameters
(in Thousands)	Amount		Fair Value(¹)		(Level 1)		(Level 2)		(Level 3)
March 31, 2025
Financial assets:
Cash and cash equivalents	$	322,644		322,644		322,644		—		—
Loans, net		4,129,983		4,029,679		—		—		4,029,679
Mortgage servicing rights		1,147		1,614		—		1,614		—
Financial liabilities:
Deposits		4,960,984		4,437,114		—		—		4,437,114
December 31, 2024
Financial assets:
Cash and cash equivalents	$	247,589		247,589		247,589		—		—
Loans, net		4,042,392		3,986,187		—		—		3,986,187
Mortgage servicing rights		1,139		1,654		—		1,654		—
Financial liabilities:
Deposits		4,830,034		4,253,072		—		—		4,253,072

Estimated fair values are consistent with an exit-price concept. The assumptions used to estimate the fair values are intended to approximate those that a market-participant would realize in a hypothetical orderly transaction.

Note 9. Income Taxes

ASC 740, Income Taxes, defines the threshold for recognizing the benefits of tax return positions in the financial statements as “more-likely-than-not” to be sustained by the taxing authority. This section also provides guidance on the derecognition, measurement and classification of income tax uncertainties, along with any related interest and penalties, and includes guidance concerning accounting for income tax uncertainties in interim periods. As of March 31, 2025, the Company had no unrecognized tax benefits related to Federal or state income tax matters and does not anticipate any material increase or decrease in unrecognized tax benefits relative to any tax positions taken prior to March 31, 2025.

The Company's effective tax rate for the three months ended March 31, 2025 was 24.01% compared to 23.32% for the same period in 2024. The difference between the effective tax rate and the federal and state income tax statutory rate of 26.14% at March 31, 2025 and 2024 is primarily due to investments in bank qualified municipal securities, participation in the Tennessee Community Investment Tax Credit program, and tax benefits associated with share-based compensation and bank-owned life insurance, offset in part by the limitation on deductibility of meals and entertainment expense and non-deductible executive compensation.

As of and for the three months ended March 31, 2025, the Company has not accrued or recognized interest or penalties related to uncertain tax positions. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense.

The Company and the Bank file consolidated U.S. Federal and State of Tennessee income tax returns. The Company is currently open to audit under the statute of limitations by the State of Tennessee for the years ended December 31, 2021 through 2024 and the IRS for the years ended December 31, 2022 through 2024.

Note 10. Earnings Per Share

The computation of basic earnings per share is based on the weighted average number of common shares outstanding during the period, adjusted for stock splits. The computation of diluted earnings per share for the Company begins with the basic earnings per share and includes the effect of common shares contingently issuable from stock options, restricted share units and PSUs.

The following is a summary of components comprising basic and diluted earnings per share (“EPS”) for the three months ended March 31, 2025 and 2024:

	Three Months Ended March 31,
	2025		2024
	(Dollars in Thousands Except<br> Share and Per Share Amounts)
Basic EPS Computation:
Numerator – Earnings available to common shareholders	$	16,392	$	12,768
Denominator – Weighted average number of common<br> shares outstanding		11,962,782		11,752,067
Basic earnings per common share	$	1.37	$	1.09
Diluted EPS Computation:
Numerator – Earnings available to common shareholders	$	16,392	$	12,768
Denominator – Weighted average number of common<br> shares outstanding		11,962,782		11,752,067
Dilutive effect of stock options, RSUs and PSUs		37,329		29,617
Weighted average diluted common shares outstanding		12,000,111		11,781,684
Diluted earnings per common share	$	1.37	$	1.08

Note 11. Commitments and Contingent Liabilities

In the normal course of business, the Bank has entered into off-balance sheet financial instruments which include commitments to extend credit (i.e., including unfunded lines of credit) and standby letters of credit. Commitments to extend credit are usually the result of lines of credit granted to existing borrowers under agreements that the total outstanding indebtedness will not exceed a specific amount during the term of the indebtedness. Typical borrowers are commercial concerns that use lines of credit to supplement their treasury management functions, thus their total outstanding indebtedness may fluctuate during any time period based on the seasonality of their business and the resultant timing of their cash flows. Other typical lines of credit are related to home equity loans granted to consumers. Commitments to extend credit generally have fixed expiration dates or other termination clauses and may require payment of a fee.

Standby letters of credit are generally issued on behalf of an applicant (the Bank's customer) to a specifically named beneficiary and are the result of a particular business arrangement that exists between the applicant and the beneficiary. Standby letters of credit have fixed expiration dates and are usually for terms of two years or less unless terminated sooner due to criteria specified in the standby letter of credit. A typical arrangement involves the applicant routinely being indebted to the beneficiary for such items as inventory purchases, insurance, utilities, lease guarantees or other third party commercial transactions. The standby letter of credit would permit the beneficiary to obtain payment from the Bank under certain prescribed circumstances. Subsequently, the Bank would then seek reimbursement from the applicant pursuant to the terms of the standby letter of credit.

The Bank follows the same credit policies and underwriting practices when making these commitments as it does for on-balance sheet instruments. Each customer’s creditworthiness is evaluated on a case-by-case basis, and the amount of collateral obtained, if any, is based on management’s credit evaluation of the customer. Collateral held varies but may include cash and cash equivalents, real estate and improvements, marketable securities, accounts receivable, inventory, equipment, and personal property.

The contractual amounts of these commitments are not reflected in the consolidated financial statements and would only be reflected if drawn upon. Since many of the commitments are expected to expire without being drawn upon, the contractual amounts do not necessarily represent future cash requirements. However, should the commitments be drawn upon and should our customers default on their resulting obligation to us, the Company’s maximum exposure to credit loss, without consideration of collateral, is represented by the contractual amount of those instruments.

A summary of the Company’s total contractual amount for all off-balance sheet commitments at March 31, 2025 is as follows:

Commitments to extend credit	$	1,161,749,000
Standby letters of credit	$	122,045,000

Allowance For Credit Losses - Off-Balance-Sheet Credit Exposures. The allowance for credit losses on off-balance-sheet credit exposures is a liability account, calculated in accordance with ASC 326, representing expected credit losses over the contractual period for which we are exposed to credit risk resulting from a contractual obligation to extend credit. No allowance is recognized if we have the unconditional right to cancel the obligation. Off-balance-sheet credit exposures primarily consist of amounts available under outstanding lines of credit and letters of credit detailed in the table above. For the period of exposure, the estimate of expected credit losses considers the amount expected to be funded over the estimated remaining life of the commitment or other off-balance-sheet exposure. The likelihood and expected amount of funding are based on historical utilization rates. The amount of the allowance represents management's best estimate of expected credit losses on commitments expected to be funded over the contractual life of the commitment.

Estimating credit losses on amounts expected to be funded uses the same ending rates as described for loans in Note 2 - Loans and Allowance for Credit Losses as if such commitments were funded.

Off-balance-sheet credit exposures are recognized on the balance sheet within accrued interest and other liabilities. The following table details activity in the allowance for credit losses on off-balance-sheet credit exposures for the three months ended March 31, 2025 and 2024.

	(In Thousands)
	2025			2024
Beginning balance, January 1	$	2,555			3,147
Credit loss expense (benefit)		(393	)		—
Ending balance, March 31	$	2,162			3,147

The Bank originates residential mortgage loans, sells them to third-party purchasers, and may or may not retain the servicing rights. These loans are originated internally and are primarily to borrowers in the Bank’s geographic market footprint. These sales are typically to investors that follow guidelines of conventional government sponsored entities ("GSE") and the Department of Housing and Urban Development/U.S. Department of Veterans Affairs ("HUD/VA"). Generally, loans held for sale are underwritten by the Bank, including HUD/VA loans. In the fourth quarter of 2018, the Bank began to participate in a mandatory delivery program that requires the Bank to deliver a particular volume of mortgage loans by agreed upon dates. A majority of the Bank’s secondary mortgage volume is delivered to the secondary market via mandatory delivery with the remainder done on a best efforts basis. The Bank does not realize any exposure to delivery penalties as the Bank's mortgage department only bids loans post-closing to ensure that 100% of the loans are deliverable to the investors.

Each purchaser has specific guidelines and criteria for sellers of loans, and the risk of credit loss with regard to the principal amount of the loans sold is generally transferred to the purchasers upon sale. While the loans are sold without recourse, the purchase agreements require the Bank to make certain representations and warranties regarding the existence and sufficiency of file documentation and the absence of fraud by borrowers or other third parties such as appraisers in connection with obtaining the loan. If it is determined that the loans sold were in breach of these representations or warranties or the loan had an early payoff or payment default, the Bank has obligations to either repurchase the loan for the unpaid principal balance and related investor fees or make the purchaser whole for the economic benefits of the loan.

To date, repurchase activity pursuant to the terms of these representations and warranties or due to early payoffs or payment defaults has been insignificant and has resulted in insignificant losses to the Bank.

Based on information currently available, management believes that the Bank does not have significant exposure to contingent losses that may arise relating to the representations and warranties that it has made in connection with its mortgage loan sales or for early payoffs or payment defaults of such mortgage loans.

On November 12, 2024, Wilson Bank entered in a purchase and assumption agreement pursuant to which it agreed to acquire certain assets, including certain loans, and assume certain liabilities, including certain deposits, of a branch office in Cookeville, Tennessee that was then being operated by another bank. This transaction was consummated on April 25, 2025. Total assets acquired were approximately $15.9 million, inclusive of approximately $14.1 million in loans, while liabilities assumed were approximately $25.4 million, inclusive of $25.3 million in deposits. The acquisition is not expected to significantly impact the Bank's operations.

In March 2025, the Bank converted it's Chattanooga loan production office to a full service branch, and in connection therewith it entered into a lease for the location for the new full service branch. The costs associated with this expansion, including lease expenses, are not expected to be significant.

Note 12. Segment Information

The Bank is a full-service bank operating throughout middle Tennessee which conducts business as a single operating segment, banking. The Bank offers a wide range of banking services, including checking, savings and money market deposit accounts, certificates of deposit, loans for consumer, commercial and real estate purposes, and investment advisory services through a third-party registered broker-dealer investment adviser. Management views the product offerings as an integrated banking service which is the basis for identifying the single banking segment. Substantially all revenues are derived from the Company's geographical area identified in Note 1, Summary of Significant Accounting Policies of this Quarterly Report on Form 10-Q. The accounting policies of the banking segment are the same as those described in Note 1 of our 2024 Form 10-K.

The Company’s CODM is made up of the Chief Executive Officer, Chief Financial Officer, President, Chief Administration Officer, Chief Credit Officer, Chief Risk Officer, Chief Operating Officer, Chief Experience Officer, and Chief Information Officer. The key measure of banking segment profit or loss that the CODM uses to allocate resources and assess performance is the Company’s consolidated net earnings, as reported on the Company's Consolidated Statements of Earnings. The measure of banking segment assets is reported on the Company’s Consolidated Balance Sheets as total assets.

The CODM uses consolidated net earnings to evaluate income generated from banking segment assets (return on assets) in deciding whether to reinvest profits into the operations or into other parts of the entity, such as to pay dividends.

Net income is used to monitor budgeted versus actual results. The monitoring of budgeted versus actual results is used in assessing performance of the banking segment.

All expense categories on the Consolidated Statements of Earnings are significant and there are no other significant segment expenses that would require disclosure. Assets provided to the CODM are consistent with those reported on the Consolidated Balance Sheets with particular emphasis on the Company’s available liquidity, including its cash and due from banks, federal funds sold, and interest-bearing deposits, capital and regulatory capital requirements.

There are no intra-entity sales or transfers and no significant expense categories regularly provided to the CODM beyond those disclosed in the Consolidated Statements of Earnings. The CODM manages the business using consolidated expense information, as well as regularly provided budgeted or forecasted expense information for the single operating segment.

The banking segment derives revenues from customers through fees and interest charged on lending, deposits, and investment products. The banking segment also derives revenue from various investments as permitted under sound banking practices. The majority of revenues are derived from fees and interest on loans.

Although the Company has a significant amount of long-term customers, there is no reliance or concentration related to any one customer.

There have been no significant asset investments by the banking segment outside of any items included in the consolidated financial statements.

The following table reflects consolidated financial data of the Company’s reportable segment for the three months ended March 31, 2025 and 2024:

	Banking Segment
	Dollars In Thousands
	Three Months Ended
	March 31,
	2025			2024
Interest income	$	76,502			64,942
Reconciliation of revenue
Other revenues		8,097			7,218
Total consolidated revenues	$	84,599			72,160
Less:
Interest expense		31,923			29,381
Segment net interest income and noninterest income	$	52,676			42,779
Less:
Provision for credit losses - loans		2,233			—
Provision for credit losses - off-balance sheet exposures		(393	)		—
Salaries and employee benefits		17,872			16,545
Data processing expense		2,593			2,352
Occupancy expenses, net		1,459			1,284
Advertising & public relations expense		797			749
Furniture and equipment expense		763			746
FDIC insurance		1,131			907
Other segment items (a)		4,643			3,530
Income tax expense		5,181			3,887
Segment net earnings/consolidated net earnings	$	16,397			12,779
Net loss (gain) attributable to noncontrolling interest		(5	)		(11	)
Net earnings attributable to Wilson Bank Holding Company	$	16,392			12,768
	Banking Segment
---	---	---	---	---
	Dollars in Thousands
	Three Months Ended
	March 31,
	2025		2024
Reconciliation of net earnings
Net earnings for reportable segment	$	16,392		12,768
Other earnings		—		—
Net earnings attributable to Wilson Bank Holding Company	$	16,392		12,768
	Banking Segment
---	---	---	---	---
	Dollars in Thousands
	March 31, 2025		December 31, 2024
Reconciliation of assets
Total assets for reportable segment	$	5,531,468		5,358,659
Other assets		—		—
Total consolidated assets	$	5,531,468		5,358,659

(a) Other segment items includes equity-based compensation, accounting, legal & consulting expenses, directors' fees, fees and licenses, telephone expenses, franchise tax, and other overhead expenses.

Note 13. Subsequent Events

ASC 855, Subsequent Events, establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. The Company evaluated all events or transactions that occurred after March 31, 2025, through the date of the issued financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The purpose of this discussion is to provide insight into the financial condition and results of operations of Wilson Bank Holding Company (the "Company", "our" or "we") and its bank subsidiary, Wilson Bank & Trust (the "Bank") and Encompass Home Lending LLC ("Encompass"), a company offering mortgage banking services that is 51% owned by the Bank and 49% owned by two home builders operating in the Bank's market areas. The results of Encompass are consolidated in the Company's financial statements included elsewhere in this Quarterly Report on Form 10-Q. This discussion should be read in conjunction with the Company's consolidated financial statements appearing elsewhere in this report. Reference should also be made to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the "SEC") on February 28, 2025 (the "2024 Form 10-K") for a more complete discussion of factors that impact the Company's liquidity, capital and results of operations.

Forward-Looking Statements

This Form 10-Q contains certain forward-looking statements within the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") regarding, among other things, the anticipated financial and operating results of the Company. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly release any modifications or revisions to these forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.

The Company cautions investors that future financial and operating results may differ materially from those projected in forward-looking statements made by, or on behalf of, the Company. The words “expect,” “intend,” “should,” “may,” “could,” “believe,” “suspect,” “anticipate,” “seek,” “plan,” “estimate” and similar expressions are intended to identify such forward-looking statements, but other statements not based on historical fact may also be considered forward-looking. Such forward-looking statements involve known and unknown risks and uncertainties, including, but not limited to those described in the 2024 Form 10-K, and also include, without limitation, (i) deterioration in the financial condition of borrowers resulting in significant increases in credit losses and provisions for these losses, (ii) deterioration in the real estate market conditions in the Company’s market areas including demand for residential real estate loans as a result of elevated rates on residential real estate mortgage loans, (iii) the impact of U.S. and global economic conditions, trade policies and tensions, including changes in, or the imposition of, tariffs and/or trade barriers and the economic impacts, volatility and uncertainty resulting therefrom, and geopolitical instability, (iv) the impact of increased competition with other financial institutions, including pricing pressures on loans and deposits, and the resulting impact on the Company's results, including as a result of compression to net interest margin, (v) adverse conditions in local or national economies, including the economy in the Company’s market areas, including as a result of the impact of escalating geopolitical tensions, political uncertainty, inflationary pressures and the elevated rate environment, supply chain disruptions and labor shortages on our customers and on their businesses, (vi) the sale of investment securities in a loss position before their value recovers, including as a result of asset liability management strategies or in response to liquidity needs, (vii) fluctuations or differences in interest rates on earning assets and interest bearing liabilities from those that the Company is modeling or anticipating, including as a result of the Bank's inability to maintain deposit rates or defer increases to those rates in an elevated rate environment or lower rates in a falling rate environment, (viii) the ability to grow and retain low-cost core deposits, (ix) significant downturns in the business of one or more large customers, (x) the inability of the Company to comply with regulatory capital requirements, including those resulting from changes to capital calculation methodologies, required capital maintenance levels, or regulatory requests or directives, (xi) changes in state or Federal regulations, policies, or legislation applicable to banks and other financial service providers, including regulatory or legislative developments arising out of current unsettled conditions in the economy, (xii) changes in capital levels and loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments, (xiii) an inadequate allowance for credit losses, (xiv) the effectiveness of the Company’s activities in improving, resolving or liquidating lower quality assets, (xv) results of regulatory examinations, (xvi) the vulnerability of the Company's network and online banking portals, and the systems of parties with whom the Company contracts, to unauthorized access, computer viruses, phishing schemes, social engineering, fraud, spam attacks, ransomware attacks, human error, natural disasters, power loss, and other security breaches, (xvii) the possibility of additional increases to compliance costs or other operational expenses as a result of increased regulatory oversight, (xviii) loss of key personnel, (xix) adverse results (including costs, fines, reputational harm and/or other negative effects) from current or future litigation, examinations or other legal and/or regulatory actions, and (xx) the impact of changes in corporate tax rates. These risks and uncertainties may cause the actual results or performance of the Company to be materially different from any future results or performance expressed or implied by such forward-looking statements. The Company’s future operating results depend on a number of factors which were derived utilizing numerous assumptions that could cause actual results to differ materially from those projected in forward-looking statements.

Application of Critical Accounting Policies and Accounting Estimates

We follow accounting and reporting policies that conform, in all material respects, to accounting principles generally accepted in the United States and to general practices within the financial services industry. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. While we base estimates on historical experience, current information, forecasted economic conditions, and other factors deemed to be relevant, actual results could differ from those estimates.

We consider accounting estimates to be critical to reported financial results if (i) the accounting estimate requires management to make assumptions about matters that are highly uncertain and (ii) different estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on our financial statements.

Accounting policies related to the allowance for credit losses on financial instruments including loans and off-balance-sheet credit exposures are considered to be critical as these policies involve considerable subjective judgment and estimation by management. In the case of loans, the allowance for credit losses is a contra-asset valuation account, calculated in accordance with ASC 326, that is deducted from the amortized cost basis of loans to present the net amount expected to be collected. In the case of off-balance-sheet credit exposures, the allowance for credit losses is a liability account, calculated in accordance with ASC 326, reported as a component of accrued interest payable and other liabilities in our consolidated balance sheets. The amount of each allowance account represents management's best estimate of current expected credit losses on these financial instruments considering available information, from internal and external sources, relevant to assessing exposure to credit loss over the contractual term of the instrument. Relevant available information includes historical credit loss experience, current conditions and reasonable and supportable forecasts. While historical credit loss experience provides the basis for the estimation of expected credit losses, adjustments to historical loss information may be made for differences in current portfolio-specific risk characteristics, environmental conditions or other relevant factors. While management utilizes its best judgment and information available, the ultimate adequacy of our allowance accounts is dependent upon a variety of factors beyond our control, including the performance of our portfolios, the economy, changes in interest rates and the view of the regulatory authorities toward classification of assets. The ACL process is continually reviewed and updated as needed based on quarterly reviews, new data, and/or calculation improvements with material impacts disclosed as appropriate. For additional information regarding critical accounting policies, refer to Note 1 - Summary of Significant Accounting Policies and Note 2 - Loans and Allowance for Credit Losses in the notes to consolidated financial statements contained elsewhere in this Quarterly Report.

Non-GAAP Financial Measures

This Quarterly Report contains certain financial measures that are not measures recognized under U.S. GAAP and, therefore, are considered non-GAAP financial measures. Members of Company management use these non-GAAP financial measures in their analysis of the Company’s performance. Management of the Company believes that these non-GAAP financial measures provide a greater understanding of ongoing operations and enhance comparability of results with prior periods. Management of the Company also believes that investors find these non-GAAP financial measures useful as they assist investors in understanding underlying operating performance and identifying and analyzing ongoing operating trends. However, the non-GAAP financial measures discussed herein should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with U.S. GAAP. Moreover, the manner in which the non-GAAP financial measures discussed herein are calculated may differ from the manner in which measures with similar names are calculated by other companies. You should understand how other companies calculate their financial measures similar to, or with names similar to, the non-GAAP financial measures we have discussed herein when comparing such non-GAAP financial measures.

The non-GAAP measures in this Quarterly Report include “pre-tax pre-provision income,” “pre-tax pre-provision basic earnings per share,” “pre-tax pre-provision annualized return on average shareholders' equity,” and “pre-tax pre-provision annualized return on average assets.” A reconciliation of these measures to the comparable GAAP measures is included below.

Selected Financial Information

The executive management and Board of Directors of the Company evaluate key performance indicators ("KPIs") on a continuing basis. These KPIs serve as benchmarks of Company performance and are used in making strategic decisions and, in some cases, are utilized for purposes of setting performance targets for our executive officers' incentive-based cash compensation. The following table represents KPIs that management has determined to be important in making decisions for the Bank:

	As of or For the Three Months Ended March 31,
	2025			2024			2025 - 2024 Percent Increase (Decrease)
PER SHARE DATA:
Basic earnings per common share (GAAP)	$	1.37		$	1.09			25.69	%
Pre-tax pre-provision basic earnings per share (1)	$	1.96		$	1.42			38.03	%
Diluted earnings per common share (GAAP)	$	1.37		$	1.08			26.85	%
Cash dividends per common share	$	1.00		$	0.75			33.33	%
Dividends declared per common share as a percentage of basic<br> earnings per common share		72.99	%		68.81	%		6.07	%

Excludes income tax expense, provision for credit losses-loans, provision for credit losses-available for sale securities, and provision for credit losses on off-balance sheet exposures.

	As of or For the Three Months Ended March 31,
	2025			2024			2025 - 2024 Percent Increase (Decrease)
PERFORMANCE RATIOS:
Annualized return on average shareholders' equity (GAAP) (1)		13.35	%		11.91	%		12.09	%
Pre-tax pre-provision annualized return on average shareholders'<br> equity (2)		19.07	%		15.54	%		22.72	%
Annualized return on average assets (GAAP) (3)		1.23	%		1.05	%		17.14	%
Pre-tax pre-provision annualized return on average assets (2)		1.76	%		1.38	%		27.54	%
Efficiency ratio (GAAP) (4)		55.54	%		61.04	%		(9.01	)%

Annualized return on average shareholders' equity is the result of net income for the reported period on an annualized basis, divided by average shareholders' equity for the period.
Excludes income tax expense, provision for credit losses-loans, provision for credit losses-available for sale securities, and provision for credit losses on off-balance sheet exposures.
Annualized return on average assets is the result of net income for the reported period on an annualized basis, divided by average assets for the period.
Efficiency ratio is the ratio of noninterest expense to the sum of net interest income and non-interest income.

	March 31, 2025			December 31, 2024
CONSOLIDATED BALANCE SHEET RATIOS:
Total capital to assets ratio		9.15	%		8.95	%	2.23	%
Equity to assets ratio (Average equity divided by average total assets)		9.21	%		9.00	%	2.33	%
Tier 1 capital to average assets		10.45	%		10.38	%	0.67	%
Non-performing asset ratio		0.09	%		0.10	%	(10.00	)%
Book value per common share	$	42.22		$	40.39		4.53	%

Reconciliation of Non-GAAP Financial Measures

	Three Months Ended
	March 31, 2025			March 31, 2024
Pre-tax pre-provision income:
Net income attributable to common shareholders<br> (GAAP)	$	16,392		$	12,768
Add: provision for credit losses - loans		2,233			—
Add: provision (benefit) for credit<br> losses on off-balance sheet exposures		(393	)		—
Add: provision for credit<br> losses - available-for-sale securities		—			—
Add: income tax expense		5,181			3,887
Pre-tax pre-provision income	$	23,413		$	16,655
Pre-tax pre-provision basic earnings per<br> share:
Pre-tax pre-provision income	$	23,413		$	16,655
Weighted average shares		11,962,782			11,752,067
Basic earnings per common share (GAAP)	$	1.37		$	1.09
Provision for credit losses - loans	$	0.19		$	—
Provision (benefit) for credit losses on<br> off-balance sheet exposures	$	(0.03	)	$	—
Provision for credit losses - available-for-sale<br> securities	$	—		$	—
Income tax expense	$	0.43		$	0.33
Pre-tax pre-provision basic earnings per<br> common share	$	1.96		$	1.42
Pre-tax pre-provision annualized return on<br> average shareholders' equity:
Pre-tax pre-provision income	$	23,413		$	16,655
Average total shareholders' equity	$	498,046		$	431,005
Annualized return on average shareholders'<br> equity (GAAP)		13.35	%		11.91	%
Provision for credit losses - loans		1.82	%		—	%
Provision (benefit) for credit losses on<br> off-balance sheet exposures		(0.32	)%		—	%
Provision for credit losses - available-for-sale<br> securities		—	%		—	%
Income tax expense		4.22	%		3.63	%
Pre-tax pre-provision annualized return on<br> average shareholders' equity		19.07	%		15.54	%
Pre-tax pre-provision annualized return on<br> average assets:
Pre-tax pre-provision income	$	23,413		$	16,655
Average assets	$	5,405,181		$	4,869,151
Annualized return on average assets (GAAP)		1.23	%		1.05	%
Provision for credit losses - loans		0.17	%		—	%
Provision (benefit) for credit losses on<br> off-balance sheet exposures		(0.03	)%		—	%
Provision for credit losses - available-for-sale<br> securities		—	%		—	%
Income tax expense		0.39	%		0.33	%
Pre-tax pre-provision annualized return on<br> average assets		1.76	%		1.38	%

Results of Operations

Net earnings of the Company increased $3,624,000, or 28.38%, to $16,392,000 for the three months ended March 31, 2025, from $12,768,000 in the first quarter of 2024. The increase in net earnings for the first quarter of 2025 compared to the first quarter of 2024 was primarily due to an increase in net interest income and non-interest income, partially offset by increases in non-interest expense and provision for credit losses.

The increase in net interest income for the three months ended March 31, 2025 when compared to the comparable period in 2024 was due to an increase in average interest earning asset balances, an increase in the average yield earned on earning assets, and a decrease in the cost of funds, partially offset by an increase in average interest bearing deposit balances.

The changes in non-interest income and non-interest expenses are discussed in more detail below in the sections of this report titled, "Non-Interest Income" and "Non-Interest Expense". The changes in provision for credit losses is discussed in more detail below in the section of this report titled "Provision For Credit Losses".

Return on average assets ("ROA") and return on average shareholders' equity ("ROE") are common benchmarks for bank profitability and in the case of the Company are calculated by taking our annualized net earnings for the relevant period and dividing that amount by our average assets and average equity for the relevant periods, respectively. ROA and ROE measure a company’s return on investment in a format that is easily comparable to other financial institutions. ROA is particularly important to the Company as it serves as the basis for certain employee bonuses. The ROA for the three months ended March 31, 2025 was 1.23%, while the ROA for the three months ended March 31, 2024 was 1.05%. The ROE for the three months ended March 31, 2025 was 13.35%, while the ROE for the three months ended March 31, 2024 was 11.91%. The increases in ROA and ROE in the first quarter of 2025 was primarily due to an increase in net interest income resulting from an increase in earning assets and an increase in non-interest income, partially offset by increases in non-interest expense and provision for credit losses.

In March 2025, the Bank converted its Chattanooga loan production office to a full service branch, and in connection therewith it entered into a lease for the location for the new full service branch. The costs associated with this expansion, including lease expenses, are not expected to be significant.

Net Interest Income

The average balances, interest, and average rates of our assets and liabilities for the three months ended March 31, 2025 and 2024 are presented in the following table (dollars in thousands):

	Three Months Ended								Three Months Ended								Net Change Three Months Ended
	March 31, 2025								March 31, 2024								March 31, 2025 versus March 31, 2024
	Average Balance			Interest Rate			Income/<br>Expense		Average Balance			Interest Rate			Income/<br>Expense		Due to Volume			Due to Rate			Net Change			Percent Change
Loans, net of unearned interest (1)	$	4,130,848			6.69	%	$	68,113	$	3,599,148			6.31	%	$	56,417	$	8,327		$	3,369		$	11,696
State income tax credits (2)		—			0.06			643		—			0.07			665		46			(68	)		(22	)
Total loans, net of unearned interest		4,130,848			6.75			68,756		3,599,148			6.38			57,082		8,373			3,301			11,674
Investment securities—taxable		787,852			2.91			5,659		763,827			2.68			5,088		151			420			571
Investment securities—tax exempt		40,610			2.79			279		66,372			2.61			431		(328	)		176			(152	)
Taxable equivalent adjustment (3)		—			0.74			74		—			0.70			115		(83	)		42			(41	)
Total tax-exempt investment securities		40,610			3.53			353		66,372			3.31			546		(411	)		218			(193	)
Total investment securities		828,462			2.94			6,012		830,199			2.73			5,634		(260	)		638			378
Loans held for sale		3,124			4.67			36		3,129			5.27			41		—			(5	)		(5	)
Federal funds sold		9,804			4.22			102		10,195			5.52			140		(5	)		(33	)		(38	)
Accounts with depository institutions		221,789			4.07			2,225		215,912			5.11			2,743		468			(986	)		(518	)
Restricted equity securities		3,880			9.20			88		3,436			9.60			82		26			(20	)		6
Total earning assets		5,197,907			6.02			77,219		4,662,019			5.67			65,722		8,602			2,895			11,497			17.49	%
Cash and due from banks		26,046								25,868
Allowance for credit losses		(49,414	)							(44,783	)
Bank premises and equipment		61,513								62,227
Other assets		169,129								163,820
Total assets	$	5,405,181							$	4,869,151
	Three Months Ended							Three Months Ended							Net Change Three Months Ended
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	March 31, 2025							March 31, 2024							March 31, 2025 versus March 31, 2024
	Average Balance		Interest Rate			Income/ Expense		Average Balance		Interest Rate			Income/<br>Expense		Due to Volume			Due to Rate			Net Change		Percent Change
Deposits:
Negotiable order of withdrawal accounts	$	949,482		0.85	%	$	1,988	$	922,173		0.79	%	$	1,803	$	50		$	135		$	185
Money market demand accounts		1,350,426		2.53			8,435		1,164,392		2.64			7,629		2,561			(1,755	)		806
Time deposits		1,825,118		4.45			20,009		1,602,019		4.66			18,572		6,279			(4,842	)		1,437
Other savings		349,999		1.69			1,457		324,876		1.69			1,361		106			(10	)		96
Total interest-bearing deposits		4,475,025		2.89			31,889		4,013,460		2.94			29,365		8,996			(6,472	)		2,524
Federal Home Loan Bank advances		13		—			—		—		—			—		—			—			—
Finance leases		3,527		3.79			33		2,246		2.86			16		11			6			17
Fed funds purchased		41		7.14			1		—		—			—		1			—			1
Total interest-bearing liabilities		4,478,606		2.89			31,923		4,015,706		2.94			29,381		9,008			(6,466	)		2,542		8.65	%
Non-interest bearing deposits		386,918							378,065
Other liabilities		41,611							44,375
Shareholders’ equity		498,046							431,005
Total liabilities and shareholders’<br> equity	$	5,405,181						$	4,869,151
Net interest income, on a tax equivalent basis						$	45,296						$	36,341	$	(406	)	$	9,361		$	8,955		24.64	%
Net interest margin (4)				3.53	%						3.14	%
Net interest spread (5)				3.13	%						2.73	%

Notes:

Loan fees of $3.6 million are included in interest income for the period ended March 31, 2025. Loan fees of $2.6 million are included in interest income for the period ended March 31, 2024.
State income tax credits related to incentive loans at below market rates and tax exempt loans to municipalities.
The tax equivalent adjustment has been computed using a 21% Federal tax rate.
Annualized net interest income on a tax equivalent basis divided by average interest-earning assets.
Average interest rate on interest-earning assets less average interest rate on interest-bearing liabilities.

The components of our loan yield, a key driver to our net interest margin for the three months ended March 31, 2025 and 2024, were as follows:

	Three Months Ended March 31,
	2025					2024
	Interest Income		Average Yield			Interest Income		Average Yield
Loan yield components:
Contractual interest rates		64,539		6.34	%		53,825		6.02	%
Origination and other fee income		3,574		0.35	%		2,592		0.29	%
Loan state income tax credits		643		0.06	%		665		0.07	%
Total	$	68,756		6.75	%	$	57,082		6.38	%

Net interest margin for the three months ended March 31, 2025 and 2024 was 3.53% and 3.14%, respectively. The increase in net interest margin for the first quarter of 2025 was primarily due to the increase in average interest earning asset balances and an increase in the yield earned on loans and a decrease in cost of funds. The yield on loans increased during the three months ended March 31, 2025 when compared to the comparable period in 2024 due to the origination of loans at a higher rate than the previous portfolio rate. The net interest spread was 3.13% and 2.73% for the three months ended March 31, 2025 and 2024, respectively.

Net interest income represents the amount by which interest earned on various earning assets exceeds interest paid on deposits and other interest-bearing liabilities and is the most significant component of the Company’s earnings. Net interest income, excluding tax equivalent adjustments relating to tax exempt securities and loans, for the three months ended March 31, 2025 totaled $44,579,000. Net interest income, excluding tax equivalent adjustments relating to tax exempt securities and loans, for the three months ended March 31, 2024 totaled $35,561,000.

The increase in net interest income for the three months ended March 31, 2025 compared to the comparable period in 2024 was primarily due to an increase in the volume of average interest-earning assets, which along with an increase in the average yield on loans, contributed to an increase in interest, and an increase in interest and dividends earned on securities, partially offset by an increase in interest expense resulting from an increase in the volume of average interest bearing deposits. The increase in origination and other fee income also contributed to the increase in net interest income between the two periods.

The ratio of average interest-earning assets to total average assets for the three months ended March 31, 2025 was 96.2%, compared to 95.7% for the three months ended March 31, 2024.

Interest expense increased in the three months ended March 31, 2025 when compared to the comparable period in 2024 due to an increase in the volume of average interest-bearing deposits. As the 100 basis points in rate cuts by the Federal Reserve between September 18, 2024 and December 18, 2024 took effect, we began lowering interest rates on some of our deposit products. Though we have been able to lower the rates we pay on deposits as the Federal Reserve began cutting rates, if competitive pressures increase, the Federal Reserve does not cut the federal funds rate any further or loan growth outpaces deposit growth, we may have to once again raise the rates we pay on deposits which would negatively impact our net interest margin. Even if rates remain at current levels or the Federal Reserve begins to cut rates again, we expect interest expense to continue to increase due to an increase in overall deposit balances.

The direction and speed with which short-term interest rates move has an impact on our net interest income. The Federal Reserve influences the general market rates of interest, including the deposit and loan rates offered by many financial institutions. Our loan portfolio is significantly affected by changes in the prime interest rate. The prime interest rate has decreased by 100 basis points since September 18, 2024 as the Federal Reserve cut the target rate for the federal funds rate by 100 basis points between September 18, 2024 and December 18, 2024. The Company believes that short-term interest rates will remain at or near their current levels throughout 2025, and in such rate environment, expansion of the Company's net interest margin will be dependent upon, in part, whether the Company is forced to maintain deposit rates at their current levels or further increase them for the reasons noted above. However, if short-term interest rates decline further the Company's net interest margin and earnings could be negatively impacted if the yields on loans decrease faster than the Company is able to lower deposit rates, including as a result of loan growth outpacing our ability to add lower cost core deposits or competitive pressures in our markets limiting our ability to reduce the rates we pay on deposits, particularly given that our loan portfolio primarily consists of variable rate loans. Alternatively, if the Company is able to reprice its deposits more quickly than it reprices the rates it earns on loans in such a falling rate environment, then the Company expects its net interest margin would expand.

Provision for Credit Losses

The provision for credit losses represents a charge to earnings necessary to establish an allowance for credit losses that, in management's evaluation is adequate to provide coverage for all expected credit losses. The determination of the amount of the allowance for credit losses ("ACL") is complex and involves a high degree of judgment and subjectivity. Refer to Note 1, "Summary of Significant Accounting Policies" in the notes to our consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q for a detailed discussion regarding ACL methodology.

The provision for credit losses-loans for the three months ended March 31, 2025 was $2,233,000 compared to no provision for the three months ended March 31, 2024. The increase was primarily due to loan growth and the credit deterioration of a single commercial real estate borrower.

As discussed below under Financial Condition-Loans, loan growth was higher for the three months ended March 31, 2025 compared to the same period for 2024. Loan growth for the three months ended March 31, 2025 was $89,574,000, while loan growth for the three months ended March 31, 2024 was $21,534,000.

There was a benefit to the provision for credit losses-off balance sheet exposures of $393,000 for the three months ended March 31, 2025 while there was no provision or benefit for the credit losses-off balance sheet exposures for the three months ended March 31, 2024. The increase in the benefit for the provision for credit losses-off balance sheet exposures was primarily due to an updated expected line utilization and an increase in our unconditionally cancellable commitments.

The following detail provides a breakdown of the provision for credit loss-loans expense and net (charge-offs) recoveries as of and for the three months ended March 31, 2025 and 2024:

	In Thousands, Except Percentages
	Provision for Credit Loss - Loans Expense (Benefit)			Net (Charge-Offs) Recoveries			Average Loans		Ratio of Net (Charge-offs) Recoveries to Average Loans
March 31, 2025
Residential 1-4 family real estate	$	2,425		$	8		$	1,136,813		—	%
Commercial and multi-family real estate		(3,996	)		—			1,561,070		—
Construction, land development and farmland		2,413			3			940,509		—
Commercial, industrial and agricultural		1,555			(57	)		144,396		(0.04	)
1-4 family equity lines of credit		(681	)		—			236,506		—
Consumer and other		517			(204	)		111,554		(0.18	)
Total	$	2,233		$	(250	)	$	4,130,848		(0.01	)%
March 31, 2024
Residential 1-4 family real estate	$	(122	)	$	18			959,105		—	%
Commercial and multi-family real estate		575			—			1,321,690		—
Construction, land development and farmland		(674	)		3			883,149		—
Commercial, industrial and agricultural		(53	)		(1	)		124,004		—
1-4 family equity lines of credit		14			—			207,613		—
Consumer and other		260			(126	)		103,587		(0.12	)
Total	$	—		$	(106	)	$	3,599,148		(0.00	)%

The provision for credit losses-loans charged to operating expense requires us to estimate all expected credit losses over the remaining life of our loan portfolio. Other factors which, in management’s judgment, deserve current recognition in estimating expected credit losses include growth and composition of the loan portfolio, review of specific problem loans, the relationship of the allowance for credit losses to outstanding loans, adverse situations that may affect our borrowers' ability to repay, the estimated value of any underlying collateral and current economic conditions that may affect our borrowers' ability to pay.

There was no provision for credit losses on available-for-sale securities for the three months ended March 31, 2025 and 2024, respectively.

Non-Interest Income

Our non-interest income is composed of several components, some of which vary significantly between quarterly and annual periods. The following is a summary of our non-interest income for the three months ended March 31, 2025 and 2024 (in thousands):

	Three Months Ended March 31,
	2025			2024			Increase (Decrease)		% Increase (Decrease)
Service charges on deposit accounts	$	2,060		$	1,971					4.52	%
Brokerage income		2,412			1,861					29.61
Debit and credit card interchange income, net		1,867			1,908			)		(2.15	)
Other fees and commissions		400			384					4.17
Income on BOLI and annuity contracts		603			471					28.03
Gain on sale of loans		731			788			)		(7.23	)
Mortgage servicing income (loss), net		(1	)		2			)		(150.00	)
Loss on sale of fixed assets		(6	)		(201	)				97.01
Gain (loss) on sale of securities, net		13			—					100.00
Gain (loss) on sale of other assets		2			(1	)				300.00
Other income (loss)		16			35			)		(54.29	)
Total non-interest income	$	8,097		$	7,218					12.18	%

All values are in US Dollars.

The increase in non-interest income for the three months ended March 31, 2025 when compared to the comparable period in 2024 is primarily attributable to increases in brokerage income, income on BOLI and annuity contracts, and a decrease in loss on sale of fixed assets.

The increase in brokerage income was primarily due to multiple client acquisitions resulting in an increase of overall market share, the successful addition of new advisors and these advisors' subsequent new relationships, and the positive performance of financial markets in a variety of diversified areas.

The increase in income on BOLI and annuity contracts was attributable to the purchase of additional policies since the first quarter of 2024.

The loss on sale of fixed assets in the first quarter of 2024 was primarily due to write-offs associated with the closure of a leased branch location.

Non-Interest Expense

Non-interest expense consists primarily of employee costs, occupancy expenses, furniture and equipment expenses, advertising and public relations expenses, data processing expenses, director’s fees, audit, legal and consulting fees, FDIC insurance and other operating expenses. The following is a summary of our non-interest expense for the three months ended March 31, 2025 and 2024 (in thousands):

	Three Months Ended March 31,
	2025		2024		Increase (Decrease)		% Increase (Decrease)
Salaries and employee benefits	$	17,872	$	16,545				8.02	%
Occupancy expenses, net		1,459		1,284				13.63
Advertising & public relations expense		797		749				6.41
Furniture and equipment expense		763		746				2.28
Data processing expense		2,593		2,352				10.25
Directors’ fees		153		178		)		(14.04	)
FDIC insurance		1,131		907				24.70
Audit, legal & consulting expenses		900		376				139.36
Other operating expenses		3,590		2,976				20.63
Total non-interest expense	$	29,258	$	26,113				12.04	%

All values are in US Dollars.

The increase in non-interest expense for the three months ended March 31, 2025 when compared to the comparable period in 2024 is primarily attributable to increases in salaries and employee benefits, occupancy expenses, data processing expense, FDIC insurance, audit, legal and consulting expenses, and other operating expenses.

The increase in salaries and benefits for the three months ended March 31, 2025 was primarily due to an increase in the number of employees necessary to support the Company's operational growth, an increase in incentives paid due to the increase in loan volumes, and an increase in the accrual for annual bonuses.

The increase in occupancy expenses for the three months ended March 31, 2025 was primarily due to expenses related to furnishings for new offices and renovations for current offices.

Data processing expense increased for the three months ended March 31, 2025 primarily due to implementation of additional information security solutions, mobile banking pricing changes and an increase in the overall number of customers. The Company anticipates that data processing expenses will continue to increase as the Company's operations grow, the demand for digital products and services from customers increases, and the cyber threat environment grows.

The increase in FDIC insurance in the three months ended March 31, 2025 was primarily due to the bank's growth throughout 2024.

The increase in audit, legal and consulting expenses in the three months ended March 31, 2025 was primarily due to the timing and payment of invoices related to our annual audit.

The increase in other operating expenses in the three months ended March 31, 2025 was primarily due to an increase in credit card expense, an increase in expenses related to employee recruitment, and an increase in expenses related to employee education.

The efficiency ratio is a common and comparable KPI used in the banking industry. The Company uses this metric to monitor how effective management is at using our internal resources. It is calculated by dividing our non-interest expense by our net interest income plus non-interest income. The efficiency ratio for the three months ended March 31, 2025 and 2024 was 55.54% and 61.04%, respectively. The improvement in the efficiency ratio for the three months ended March 31, 2025 compared to the comparable period in 2024 was primarily due to increases in non-interest income and net interest income, outpacing the increase in non-interest expense.

Income Taxes

The Company’s income tax expense was $5,181,000 for the three months ended March 31, 2025, an increase of $1,294,000 over the comparable period in 2024. The percentage of income tax expense to net income before taxes was 24.01% and 23.32% for the three months ended March 31, 2025 and 2024, respectively. Our effective tax rate represents our blended federal and state rate of 26.14% affected by the impact of anticipated favorable permanent differences between our book and taxable income such as share-based compensation, bank-owned life insurance, income earned on tax-exempt securities and loans, and certain federal and state tax credits, offset in part by the limitation on deductibility of meals and entertainment expense and non-deductible executive compensation.

Financial Condition

Balance Sheet Summary

The Company’s total assets increased $172,809,000, or 3.22%, to $5,531,468,000 at March 31, 2025 from $5,358,659,000 at December 31, 2024. Loans, net of allowance for credit losses, totaled $4,129,983,000 at March 31, 2025, a 2.17% increase compared to $4,042,392,000 at December 31, 2024. In 2025, management is targeting owner-occupied commercial real estate, residential real estate lending and consumer lending as areas of focus. Total liabilities increased by 3.00% to $5,025,113,000 at March 31, 2025 compared to $4,878,956,000 at December 31, 2024.

Loans

The following details the loans of the Company at March 31, 2025 and December 31, 2024:

	March 31, 2025					December 31, 2024
	Balance		% of Portfolio			Balance		% of Portfolio			Balance Increase (Decrease)	Balance % Increase (Decrease)
Residential 1-4 family real estate	$	1,150,355		27.4	%	$	1,133,966		27.6	%			1.45	%
Commercial and multi-family real estate		1,592,487		38.0			1,544,340		37.7				3.12
Construction, land development and<br> farmland		948,673		22.6			941,193		22.9				0.79
Commercial, industrial and agricultural		145,532		3.5			144,619		3.5				0.63
1-4 family equity lines of credit		239,997		5.7			235,240		5.7				2.02
Consumer and other		117,922		2.8			106,235		2.6				11.00
Total loans before net deferred loan<br> fees	$	4,194,966		100.0	%	$	4,105,593		100.0	%			2.18	%

All values are in US Dollars.

Overall, the Bank's loan demand and related new loan production remained steady throughout the Bank's markets in the first quarter of 2025, yielding a year-to-date total loan growth net of deferred loan fees of 2.19%. Total loan growth net of deferred loan fees for the first three months of 2025 was $89,574,000. Contributing to the Company's loan growth in the first three months of 2025 were the continued population growth and corporate relocations in the Bank's primary market areas and increased marketing efforts. The increase in residential 1-4 family real estate loans is attributable to the Bank successfully growing its residential portfolio through enhanced marketing efforts directed at homebuilders in the Company's market areas, and the increase the Company is seeing in the investor sector of 1-4 family. The increase in commercial and multi-family real estate and 1-4 family equity lines of credit is primarily attributable to continued economic growth and expansion in the Bank's primary market areas. The Company anticipates that loan growth will be steady in 2025.

Because construction loans remain a meaningful portion of our portfolio, the Bank has implemented an additional layer of monitoring as it seeks to avoid advancing funds that exceed the present value of the collateral securing the loan. The responsibility for monitoring percentage of completion and distribution of funds tied to these completion percentages is now monitored and administered by a Credit Administration Department independent of the lending function. The Bank continues to seek to diversify its real estate portfolio as it seeks to lessen concentrations in any one type of loan.

Allowance for Credit Losses

The current expected credit losses (CECL) methodology requires us to estimate all expected credit losses over the remaining life of our loan portfolio when calculating our allowance for credit losses for loans. The provision for credit losses for loans represents a charge to earnings necessary to establish an allowance for credit losses that, in management’s evaluation, is adequate to provide coverage for all expected credit losses on loans.

The allowance for credit losses for loans represents the portion of the loan's amortized cost basis that we do not expect to collect due to credit losses over the loan's life, considering past events, current conditions, and reasonable and supportable forecasts of future economic conditions considering macroeconomic forecasts. Loan losses are charged against the allowance when we believe the un-collectibility of a loan balance is reasonably assured. Subsequent recoveries, if any, are credited to the allowance. The allowance for credit losses for loans is based on the loan's amortized cost basis, excluding accrued interest receivables, as we promptly charge off accrued interest receivable determined to be uncollectible. We determine the appropriateness of the allowance through quarterly discounted cash flow modeling of the loan portfolio which considers lending-related commitments and other relevant factors, including macroeconomic forecasts and historical loss rates. In future quarters, we may update information and forecasts that may cause significant changes in the estimate in those future quarters.

Our allowance for credit losses for loans at March 31, 2025 reflects an amount deemed appropriate to adequately cover all expected future losses as of the date the allowance is determined based on our allowance for credit losses for loans assessment methodology. The allowance for credit losses for loans (net of charge-offs and recoveries) increased to $51,480,000 at March 31, 2025 from $49,497,000 at December 31, 2024, due to loan growth, credit deterioration of a single commercial real estate borrower, and a worsening economic outlook. The allowance for credit losses for loans was 1.23% of total loans outstanding at March 31, 2025 compared to 1.21% at December 31, 2024. The internally classified loans as a percentage of the allowance for credit losses for loans were 101.5% and 97.0% respectively, at March 31, 2025 and December 31, 2024. This increase was primarily due to the credit downgrades and deterioration in payment performance of a few large borrowers.

The following schedule provides an allocation of the allowance for credit losses for loans by portfolio segment for the Company as of March 31, 2025 and December 31, 2024:

	In Thousands, Except Percentages
	Amount of Allowance Allocated		Percent of Loans in Each Category to Total Loans			Total Loans			Ratio of Allowance Allocated to Loans in Each Category
March 31, 2025
Residential 1-4 family real estate	$	12,141		27.4	%	$	1,150,355			1.06	%
Commercial and multi-family real estate		16,207		38.0			1,592,487			1.02
Construction, land development and farmland		17,079		22.6			948,673			1.80
Commercial, industrial and agricultural		3,200		3.5			145,532			2.20
1-4 family equity lines of credit		1,209		5.7			239,997			0.50
Consumer and other		1,644		2.8			117,922			1.39
Total	$	51,480		100.0	%		4,194,966			1.23
Net deferred loan fees							(13,503	)
						$	4,181,463			1.23	%
December 31, 2024
Residential 1-4 family real estate	$	9,708		27.6	%	$	1,133,966			0.86	%
Commercial and multi-family real estate		20,203		37.7			1,544,340			1.31
Construction, land development and farmland		14,663		22.9			941,193			1.56
Commercial, industrial and agricultural		1,702		3.5			144,619			1.18
1-4 family equity lines of credit		1,890		5.7			235,240			0.80
Consumer and other		1,331		2.6			106,235			1.25
Total	$	49,497		100.0	%		4,105,593			1.21
Net deferred loan fees							(13,704	)
						$	4,091,889			1.21	%

The allowance for credit losses for loans is an amount that management believes will be adequate to absorb expected losses on existing loans that may become uncollectible as of the measurement date. The allowance for credit losses for loans as a percentage of total loans outstanding at March 31, 2025, net of deferred fees, increased from the year ended December 31, 2024. The increase was primarily due to a deteriorating economic outlook as mentioned above.

We measure expected credit losses over the life of each loan utilizing two methods. For credit cards, we use the remaining life method to estimate credit losses. For all other portfolios, we use discounted cash flow models which measure probability of default and loss given default. The measurement of expected credit losses for loan segments utilizing discounted cash flow is impacted by certain macroeconomic variables. Models are adjusted to reflect the current impact of certain macroeconomic variables as well as their expected changes over a reasonable and supportable forecast period.

In estimating expected credit losses as of March 31, 2025, we utilized then available forecasts of macroeconomic variables over our reasonable and supportable horizon based on the review of a variety of forecasts of the U.S. economy provided by Moody's Analytics. Key economic variables as forecasted and utilized in our models include: (i) U.S. Gross Domestic Product ("GDP") with annualized quarterly growth rates in the range of 1.5% to 2.1%; (ii) a U.S. unemployment rate in the range of approximately 4.0% to 4.4%; (iii) a Home Price Index annualized quarterly growth rates in the range of approximately 0.7% to 2.8%; (iv) a CRE Price Index annualized quarterly growth rates in the range of approximately -8.3% to -2.2%; and (v) Gross Private Investment annualized quarterly growth rates in the range of approximately 0.8% and 3.0%.

We adjust model results using qualitative factor ("Q-Factor") adjustments. Q-Factor adjustments are based upon management guidance, judgment and current assessment as to the impact of risks related to changes in lending policies and procedures; economic and business conditions; loan portfolio attributes and credit concentrations; and external factors, among other things, that are not already captured within the modeling inputs, assumptions and other processes. Management reviews and assesses the potential impact of such items and adjusts the modeled expected credit loss by an aggregate adjustment percentage based upon the assessment.

Our charge-off policy for collateral dependent loans is similar to our charge-off policy for all loans in that loans are charged-off in the month when a determination is made that the loan is uncollectible. Net charge-offs increased to $250,000 for the three months ended March 31, 2025, compared to net charge-offs of $106,000 for the same period in 2024. The ratio of net charge-offs to average total outstanding loans was 0.01% for the three months ended March 31, 2025 compared to 0.00% for the three months ended March

31, 2024. Overall, the Bank experienced minimal charge-offs during the three months ended March 31, 2025 and it is expected that charge-offs will continue to be modest for the remainder of 2025; however, a deterioration in local economic conditions may negatively impact charge-offs in the future.

We also maintain an allowance for credit losses on off-balance sheet exposures, which decreased $393,000 from $2,555,000 at December 31, 2024 to $2,162,000 at March 31, 2025 as a result of an updated expected line utilization and an increase in our unconditionally cancellable commitments.

The level of the allowance and the amount of the provision for credit losses involve evaluation of uncertainties and matters of judgment. The Company maintains an allowance for credit losses for loans which management believes is adequate to absorb losses in the loan portfolio. A formal calculation is prepared quarterly by the Company's Chief Financial Officer to determine the adequacy of the allowance for credit losses and provided to the Board of Directors. The calculation includes an evaluation of historical default and loss experience, current and forecasted economic conditions, an evaluation of qualitative factors, industry and peer bank loan quality indicators and other factors. See the discussion above under “Application of Critical Accounting Policies and Accounting Estimates” for more information. Management believes the allowance for credit losses at March 31, 2025 to be adequate, but if forecasted economic conditions do not meet management’s current expectations, the allowance for credit losses may require an increase through additional provision for credit loss expense which would negatively impact earnings.

For a detailed discussion regarding our allowance for credit losses, see “Provision for Credit Losses and Allowance for Credit Losses” above.

Securities

Securities increased $4,653,000, or 0.56%, to $832,546,000 at March 31, 2025 from $827,893,000 at December 31, 2024. The increase is primarily due to the decrease in the unrealized loss position of our securities portfolio and the purchase of new securities, partially offset by the sale of securities and the run-off of our declining balance securities. The average yield, excluding tax equivalent adjustment, of the securities portfolio at March 31, 2025 was 2.54% with a weighted average life of 7.15 years, as compared to an average yield of 2.47% and a weighted average life of 7.00 years at December 31, 2024. The weighted average lives on mortgage-backed securities reflect the repayment rate used for book value calculations.

Premises and Equipment

Premises and equipment decreased $184,000, or 0.30%, from December 31, 2024 to March 31, 2025. The primary reason for the decrease was due to current year depreciation of $1,035,000, partially offset by the purchase of equipment and furniture and fixtures for new branches.

Deposits and Other Liabilities

Deposits increased by $130,950,000, or 2.71%, in the first quarter of 2025, primarily due to growth in market share and concerted marketing efforts to drive deposit growth which resulted in the opening of new deposit accounts. The Company had no brokered deposits at March 31, 2025 or December 31, 2024.

The average balance and weighted average interest rate paid for deposit types for the quarters ended March 31, 2025, December 31, 2024 and March 31, 2024 are detailed in the following schedule:

	March 31, 2025					December 31, 2024					March 31, 2024
	Average					Average					Average
	Balance					Balance					Balance
	In		Average			In		Average			In		Average
	Thousands		Rate			Thousands		Rate			Thousands		Rate
Non-interest bearing deposits	$	386,918		—	%	$	397,606		—	%	$	378,065		—	%
Interest-bearing deposits:
Negotiable order of withdrawal accounts		949,482		0.85			950,912		0.92			922,173		0.79
Money market demand accounts		1,350,426		2.53			1,309,650		2.87			1,164,392		2.64
Time deposits		1,825,118		4.45			1,795,281		4.65			1,602,019		4.66
Other savings		349,999		1.69			334,719		1.80			324,876		1.69
Total interest-bearing deposits		4,475,025		2.89	%		4,390,562		3.09	%		4,013,460		2.94	%
Total deposits	$	4,861,943		2.66	%	$	4,788,168		2.84	%	$	4,391,525		2.69	%

At March 31, 2025 and December 31, 2024, we estimate that we had approximately $1.5 billion and $1.4 billion in uninsured deposits, which are the portion of deposit amounts that exceed the FDIC insurance limit. Approximately 30% of our total deposits exceeded the FDIC deposit insurance limits at March 31, 2025. However, we offer large depositors access to the Certificate of Deposit Account Registry Service (“CDARS”) and the Insured Cash Sweep (“ICS Product”), which allows us to divide customers' deposits that exceed the FDIC insurance limits into smaller amounts, below the FDIC insurance limits, and place those excess deposits in other participating FDIC insured institutions with the convenience of managing all deposit accounts through our Bank. Our total deposits in CDARS and the ICS Products increased to $221,571,000, or 4.46% of total deposits, at March 31, 2025, compared to $200,650,000, or 4.15% of total deposits, at December 31, 2024.

Principal maturities of certificates of deposit and individual retirement accounts at March 31, 2025 are as follows:

	In Thousands
Maturity
2025	$	1,257,401
2026		428,465
2027		99,600
2028		52,254
2029		4,761
Thereafter		105
	$	1,842,586

The increase in total liabilities since December 31, 2024 was composed of a $130,950,000, or 2.71%, increase in total deposits and an $15,207,000, or 31.08%, increase in accrued interest and other liabilities. The increase in accrued interest and other liabilities since December 31, 2024 was primarily attributable to proceeds held from sale of collateral, an increase in reserve for income taxes, an increase in finance lease payable due to the opening of the Chattanooga full service branch, and an increase in employee bonus payable.

Non-Performing Assets

Non-performing loans, which included nonaccrual loans and loans 90 days past due, at March 31, 2025 totaled $4,974,000, a decrease of $575,000 from $5,549,000 at December 31, 2024. Management believes that it is probable that it will incur losses on its non-performing loans but believes that these losses should not exceed the amount in the allowance for credit losses for loans already allocated to these loans, unless there is unanticipated deterioration of local real estate values.

The net non-performing asset ratio ("NPA") is used as a measure of the overall quality of the Company's assets. Our NPA ratio is calculated by taking the total of our loans that are 90 days or more past due and accruing interest, nonaccrual loans and other real estate owned and dividing that sum by our total assets outstanding. Our NPA ratio for the periods ended March 31, 2025 and December 31, 2024 was 0.09% and 0.10%, respectively.

Other loans may be classified as collateral dependent when the current net worth and financial capacity of the borrower or of the collateral pledged, if any, is viewed as inadequate and it is probable that the Company will be unable to collect the scheduled payments of principal and interest due under the contractual terms of the loan agreement. Such loans generally have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt, and if such deficiencies are not corrected, there is a probability that the Company will sustain some loss. In such cases, interest income continues to accrue as long as the loan does not meet the Company’s criteria for nonaccrual status. Collateral dependent loans are measured at the fair value of the collateral less estimated selling costs. If the fair value of the collateral dependent loan less estimated selling costs is less than the recorded investment in the loan, the Company shall recognize impairment by creating a valuation allowance with a corresponding charge to the provision for credit losses or by adjusting an existing valuation allowance for the collateral dependent loan with a corresponding charge or credit to the provision for credit losses.

At March 31, 2025 the Company had a recorded investment in collateral dependent loans totaling $8,185,000, a decrease of $29,268,000 from a recorded investment in collateral dependent loans totaling $37,453,000 at December 31, 2024. The decrease during the three months ended March 31, 2025 as compared to December 31, 2024 is primarily due to a change in the criteria used to classify loans as collateral dependent loans. Management periodically evaluates the criteria for classifying collateral dependent loans based on the risk rating and the dollar amount of the loan. Management adjusted the criteria in the first quarter of 2025. As of March 31, 2025, a $416,000 valuation allowance was recorded on collateral dependent loans due to one loan relationship compared to a valuation allowance of $408,000 as of December 31, 2024. The allowance for credit losses for loans related to collateral dependent loans was measured based upon the estimated fair value of related collateral less estimated selling costs.

At March 31, 2025, as a result of the downgrade of a few large borrowers, our internally classified loans increased $4,230,000, or 8.81%, to $52,235,000 from $48,005,000 at December 31, 2024. Loans are listed as classified when information obtained about possible credit problems of the borrower has prompted management to question the ability of the borrower to comply with the repayment terms of the loan agreement. Management continues to develop and execute performance improvement plans with these select few borrowers and continues to believe these loans are well collateralized. If economic uncertainty remains in the market, or management's performance improvement plan proves to be unsuccessful, our classified loan balances could increase further.

Liquidity and Asset Liability Management

Liquidity

The Company’s management seeks to maximize net interest income by managing the Company’s assets and liabilities within appropriate constraints on capital, liquidity and interest rate risk. Liquidity is a measure of our ability to meet our cash flow requirements, including inflows and outflows of cash for depositors and borrowers, while at the same time meeting our operating, capital and strategic cash flow needs. Several factors influence our liquidity needs, including depositor and borrower activity, interest rate trends, changes in the economy, maturities, re-pricing and interest rate sensitivity of our debt securities, loan portfolio and deposits. We strive to maintain appropriate levels of liquidity. We calculate our liquidity ratio by taking cash and due from banks, interest bearing deposits, federal funds sold, and available-for-sale debt securities not pledged as collateral and dividing by total assets. Our total liquidity ratios were 11.24% at March 31, 2025 and 10.80% at December 31, 2024. The increase in our liquidity ratio is primarily attributable to an increase in liquid assets, partially offset by an increase in the dollar amount of our available-for-sale securities that we have pledged to secure certain of our customers' deposits.

The Company’s primary source of liquidity is a stable core deposit base. In addition, Federal funds purchased, Federal Home Loan Bank advances, and brokered deposits provide a secondary source of liquidity. These sources of liquidity are generally short-term in nature and are used to fund asset growth and meet other short-term liquidity needs. Liquidity needs can also be met from loan payments and investment security sales or maturities. While maturities and scheduled amortization of loans and debt securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by market interest rates, economic conditions, and competition. At March 31, 2025, the Company’s liquid assets totaled $621.4 million, an increase from $578.7 million at December 31, 2024, though a portion of these liquid assets include available-for-sale securities that are in an unrealized loss position at March 31, 2025. If the Company was required to sell any of these securities, including to meet liquidity needs, while they are in an unrealized loss position the Company would be required to recognize the loss on those securities through the income statement when they are sold. Recognition of these losses would negatively impact the Bank's and the Company's regulatory capital levels. Additionally, as of March 31, 2025, the Company had available approximately $119.2 million in unused federal funds lines of credit with regional banks and, subject to certain restrictions and collateral requirements, approximately $565.3 million of borrowing capacity with the Federal Home Loan Bank of Cincinnati to meet short term funding needs. The Company maintains a formal asset and liability management process in an effort to quantify, monitor and control interest rate risk and to assist management as management seeks to maintain stability in net interest margin under varying interest rate environments. The Company accomplishes this process through the development and implementation of lending, funding and pricing strategies designed to maximize net interest income under varying interest rate environments subject to specific liquidity and interest rate risk guidelines and competitive market conditions.

Securities classified as available-for-sale include securities intended to be used as part of the Company’s asset/liability strategy and/or securities that may be sold in response to changes in interest rate, prepayment risk, or the need to fund loan demand or other liquidity needs. At March 31, 2025, securities totaling approximately $53.7 million mature or will be subject to rate adjustments within the next twelve months.

A secondary source of liquidity is the Company’s loan portfolio. At March 31, 2025, loans totaling approximately $445.5 million will become due within twelve months from that date.

As for liabilities, at March 31, 2025, certificates of deposit of $250,000 or greater totaling approximately $649.5 million will become due or reprice during the next twelve months. Historically, there has been no significant reduction in immediately withdrawable accounts such as negotiable order of withdrawal accounts, money market demand accounts, demand deposit accounts and regular savings accounts. Management does not anticipate that there will be significant withdrawals from these accounts in the future.

Management believes that with present maturities, borrowing capacity with the Federal Home Loan Bank of Cincinnati and the efforts of management in its asset/liability management program, the Company should be able to meet its liquidity needs in the near term future.

Asset Liability Management

Analysis of rate sensitivity and rate gap analysis are the primary tools used to assess the direction and magnitude of changes in net interest income resulting from changes in interest rates. Included in the analysis are cash flows and maturities of financial instruments held for purposes other than trading, changes in market conditions, loan volumes and pricing and deposit volume and mix. These assumptions are inherently uncertain, and, as a result, net interest income cannot be precisely estimated nor can the impact of higher or

lower interest rates on net interest income be precisely predicted. Actual results will differ due to timing, magnitude and frequency of interest rate changes and changes in market conditions and management’s strategies, among other factors.

The Company also uses simulation modeling to evaluate both the level of interest rate sensitivity as well as potential balance sheet strategies. The Company's Asset Liability Committee ("ALCO") meets quarterly to analyze the interest rate shock ("IRR") simulation. The interest rate shock simulation model is based on a number of assumptions. The assumptions include, but are not limited to, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment and replacement of asset and liability cash flows and balance sheet management strategies. We model instantaneous change in interest rates using a growth in the balance sheet as well as a flat balance sheet to understand the impact to earnings and capital. Based on the Company's IRR simulation, the Company had a slightly liability sensitive interest-rate risk position as of March 31, 2025, though the Company’s net interest margin and earnings could be negatively impacted if the Company's ability to lower deposit rates (in a falling rate environment) or limit the increases to deposit rates (in a rising rate environment), is limited by other factors including as a result of competitive pressures or loan growth outpacing our ability to add lower cost core deposits. The Company also uses Economic Value of Equity (“EVE”) sensitivity analysis to understand the impact of changes in interest rates on long-term cash flows, income and capital. EVE is calculated by discounting the cash flows for all balance sheet instruments under different interest rate scenarios. The EVE is a longer term view of interest rate risk because it measures the present value of the future cash flows. Presented below is the estimated impact on the Bank’s net interest income and EVE as of March 31, 2025, assuming an immediate shift in interest rates:

	% Change from Base Case for Immediate Parallel Changes in Rates
	-300 BP			-200 BP			-100 BP			+100 BP			+200 BP			+300 BP
Net interest income		(2.01	)%		(3.02	)%		(1.78	)%		(1.64	)%		(3.46	)%		(5.48	)%
EVE		(11.96	)%		(5.41	)%		(1.55	)%		(1.70	)%		(4.21	)%		(7.49	)%

While an instantaneous and severe shift in interest rates was used in this analysis to provide an estimate of exposure under these scenarios, we believe that a gradual shift in interest rates would have a more modest impact. Further, the earnings simulation model does not take into account factors such as future balance sheet growth, changes in product mix, changes in yield curve relationships, and changing product spreads that could mitigate any potential adverse impact of changes in interest rates. Moreover, since EVE measures the discounted present value of cash flows over the estimated lives of instruments, the change in EVE does not directly correlate to the degree that earnings would be impacted over a shorter time horizon (i.e., the current year). Further, EVE does not take into account factors such as future balance sheet growth, changes in product mix, changes in yield curve relationships, hedging strategies that we may institute, and changing product spreads that could mitigate any potential adverse impact of changes in interest rates.

Interest rate risk (sensitivity) management focuses on the earnings risk associated with changing interest rates. Management seeks to maintain profitability in both immediate and long-term earnings through funds management/interest rate risk management. The Company’s rate sensitivity position has an important impact on earnings. Senior management of the Company analyzes the rate sensitivity position quarterly. Management focuses on the spread between the Company’s cost of funds and interest yields generated primarily through loans and investments.

In addition to the ALCO, the Audit Committee and the Risk Oversight Committee, as well as the Chief Risk Officer are all responsible for the “risk management framework” of the Company. The ALCO meets monthly and the Audit and Risk Oversight Committees meet quarterly, with the authority to convene additional meetings, as circumstances require.

Off Balance Sheet Arrangements

At March 31, 2025, we had unfunded loan commitments outstanding of $1,161,749,000 and outstanding standby letters of credit of $122,045,000, compared to $1,172,339,000 and $128,728,000, respectively, at December 31, 2024. Because these commitments generally have fixed expiration dates and many will expire without being drawn upon, the total commitment level does not necessarily represent future cash requirements. If needed to fund these outstanding commitments, the Bank has the ability to liquidate federal funds sold or securities available-for-sale or on a short-term basis to borrow and purchase federal funds from other financial institutions. Additionally, the Bank could sell participations in these or other loans to correspondent banks. As mentioned above, the Bank has historically been able to fund its ongoing liquidity needs through its stable core deposit base, loan payments, investment security maturities and short-term borrowings.

Capital Position and Dividends

At March 31, 2025, total shareholders’ equity was $506,355,000, or 9.15% of total assets, which compares with $479,703,000, or 8.95% of total assets, at December 31, 2024. The increase in shareholders’ equity during the three months ended March 31, 2025 is the result of the net effect of $278,000 related to stock option compensation, restricted share awards, restricted share units, and performance share units, the Company’s net earnings of $16,392,000, proceeds from the issuance of common stock related to exercise of stock options of $53,000, and a decrease of $13,360,000 in unrealized losses on investment securities, net of applicable income taxes of $4,726,000. Also included was $5,000 of net earnings attributable to the noncontrolling members of Encompass. The increase in

shareholders' equity was partially offset by cash dividends declared of $11,902,000, net of $8,466,000 reinvested under the Company’s dividend reinvestment plan.

Share Repurchase Program

On January 27, 2025, the Company's Board of Directors authorized an $8.0 million share repurchase program that commenced upon expiration of the previous program, which expired on March 31, 2025. This authorization is to remain in effect through March 31, 2026. Share repurchases under the authorized program may be made from time to time in privately negotiated transactions, at the discretion of the management of the Company. The approved share repurchase program does not obligate the Company to repurchase any dollar amount or number of shares, and the program may be extended, modified, suspended or discontinued at any time. The timing of these repurchases will depend on market conditions and other requirements. As of the date of this filing, the Company has not repurchased any shares of its common stock under its share repurchase program.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company’s primary component of market risk is interest rate volatility. Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on a large portion of the Company’s assets and liabilities, and the market value of all interest-earning assets and interest-bearing liabilities, other than those which possess a short term to maturity. Based upon the nature of the Company’s operations, the Company is not subject to foreign currency exchange or commodity price risk.

Interest rate risk (sensitivity) management focuses on the earnings risk associated with changing interest rates. Management seeks to maintain profitability in both short-term and long-term earnings through funds management/interest rate risk management. The Company’s rate sensitivity position has an important impact on earnings. Senior management of the Company meets monthly to analyze the rate sensitivity position. These meetings focus on the spread between the cost of funds and interest yields generated primarily through loans and investments.

There have been no material changes in reported market risks during the three months ended March 31, 2025.

Item 4. Controls and Procedures

The Company maintains disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Exchange Act, that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and its Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation of these disclosure controls and procedures, its Chief Executive Officer and its Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

Overall, there were no changes in the Company’s internal control over financial reporting during the Company’s fiscal quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Not applicable

Item 1A. RISK FACTORS

There were no material changes to the Company’s risk factors as previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None
Not applicable.
The following table discloses shares of our common stock repurchased during the three months ended March 31, 2025:

Period		Average Price Paid Per Share			Maximum Number (or Approximate Dollar Value) of Shares That May Yet be Purchased Under the Plans or Programs
January 1, 2025 - January 31, 2025	—	$	—	—	$	8,000,000
February 1, 2025 - February 28, 2025	—	$	—	—	$	8,000,000
March 1, 2025 - March 31, 2025	—	$	—	—	$	8,000,000

_______________

On January 27, 2025, the Company’s Board of Directors authorized an $8.0 million share repurchase program that commenced upon expiration of the share repurchase program that the Board of Directors had authorized on October 28, 2024 and which expired on March 31, 2025. This authorization is to remain in effect through March 31, 2026. Share repurchases under the authorized program may be made from time to time in privately negotiated transactions, at the discretion of management of the Company. The approved share repurchase program does not obligate the Company to repurchase any dollar amount or number of shares, and the program may be extended, modified, suspended or discontinued at any time. The timing of these repurchases will depend on market conditions and other requirements. The Company did not repurchase any shares of its Common Stock under its prior share repurchase program during the three months ended March 31, 2025

Item 3. DEFAULTS UPON SENIOR SECURITIES

None
Not applicable.

Item 4. MINE SAFETY DISCLOSURES

Not applicable

Item 5. OTHER INFORMATION

Rule 10b5-1 Trading Plan Disclosure

During the quarter ended March 31, 2025, no officer or director of the Company adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-rule 10b5-1 trading arrangement" as such terms are defined in Item 408(a) and (c) of Regulation S-K. In addition, during the quarter ended March 31, 2025, the Company did not adopt or terminate any "Rule 10b5-1 trading arrangement" or "non-rule 10b5-1 trading arrangement" as such terms are defined in Item 408(a) and (c) of Regulation S-K.

Item 6. EXHIBITS

10.1	Form of Non-Qualified Stock Option Agreement (Directors) under the Wilson Bank Holding Company 2025 Equity Incentive Plan.*#
10.2	Form of Cash-Settled Stock Appreciation Right Agreement (Directors) under the Wilson Bank Holding Company 2025 Equity Incentive Plan.*#
10.3	Form of Non-Qualified Stock Option Agreement (Officers with a Title of Senior Vice President or Higher) under the Wilson Bank Holding Company 2025 Equity Incentive Plan.*#
10.4	Form of Cash-Settled Stock Appreciation Right Agreement (Officers with a Title of Senior Vice President or Higher) under the Wilson Bank Holding Company 2025 Equity Incentive Plan.*#
10.5	Form of Restricted Share Unit Award Agreement (Officers with a Title of Senior Vice President or Higher) under the Wilson Bank Holding Company 2025 Equity Incentive Plan.*#
10.6	Form of Restricted Share Award Agreement (Officers with a Title of Senior Vice President or Higher) under the Wilson Bank Holding Company 2025 Equity Incentive Plan.*#
10.7	Wilson Bank Holding Company 2025 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 28, 2025).#
31.1	Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Filed herewith

#Management contract or compensatory plan or arrangement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WILSON BANK HOLDING COMPANY
	(Registrant)
DATE: May 9, 2025	/s/ John C. McDearman III
	John C. McDearman III
	President and Chief Executive Officer<br><br>(Principal Executive Officer)
DATE: May 9, 2025	/s/ Kayla Hawkins
	Kayla Hawkins
	Executive Vice President & Chief Financial Officer<br><br>(Principal Financial and Accounting Officer)

EX-10.1

Exhibit 10.1

WILSON BANK HOLDING COMPANY

NON-QUALIFIED STOCK OPTION AGREEMENT

(Directors)

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this ____ day of _____________, 20__ (the “Grant Date”), by and between Wilson Bank Holding Company a Tennessee corporation (together with its Subsidiaries and Affiliates, the “Company”), and the individual identified on the signature page hereto (the “Optionee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Wilson Bank Holding Company 2025 Equity Incentive Plan (the “Plan”).

WHEREAS, the Company has adopted the Plan, which permits the issuance of stock options for the purchase of shares of the common stock, par value $2.00 per share, (the “Common Stock”) of the Company (the “Shares”); and

WHEREAS, pursuant to the Plan, the Board has granted on award of options to the Optionee in his or her capacity as a director of the Company.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Grant of Option.
The Company grants as of the date of this Agreement the right and option (the “Option”) to purchase __________ Shares, in whole or in part (the “Option Stock”), at an exercise price of ___________________________________ and No/100 Dollars ($_________) per Share, on the terms and conditions set forth in this Agreement and subject to all provisions of the Plan. The Optionee, holder or beneficiary of the Option shall not have any of the rights of a shareholder with respect to the Option Stock until such person has become a holder of such Shares by the due exercise of the Option and payment of the Option Payment (as defined in Section 3 below) in accordance with this Agreement.
The Option shall be a non-qualified stock option. In order comply with all applicable federal, state or local tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state or other taxes are withheld or collected from the Optionee.
Exercise of Option.

(a) Except as otherwise provided herein, this Option shall become vested and exercisable as set forth below, if and only if the Optionee has continously provided services as a director of the Company from the date of this Agreement through and including such dates:

Percentage Vested Date

________ __________

(b) Notwithstanding the above, this Option shall vest and become exercisable with respect to 100% of the Option Stock in the event of the Optionee’s death, Disability or Retirement, provided the Optionee has continuously provided services as a director of the Company from the date of this Agreement to such event. Notwithstanding anything in the Plan to the contrary, “Retirement” for purposes of this Agreement means that the Optionee’s service as a director ends following the Optionee having served as a director of the Company for twenty (20) years or having attained the age at which the Optionee is required to retire from the Board pursuant to the Company’s mandatory retirement age policy applicable to the Optionee.

(c) Notwithstanding the foregoing, in the event of a Change in Control, this Option shall become vested and exercisable (but only to the extent such Option has not otherwise terminated) with respect to 100% of the Option Stock immediately prior to the Change in Control.

Manner of Exercise. The Option may be exercised in whole or in part at any time within the period permitted hereunder for the exercise of the Option, with respect to whole Shares only, by serving written notice of intent to exercise the Option delivered to the Company at its principal office (or to the Company’s designated agent), stating the number of Shares to be purchased, the person or persons in whose name the Shares are to be registered and each such person’s address and social security number. Such notice shall not be effective unless accompanied by payment in full of the Option Price for the number of Shares with respect to which the Option is then being exercised (the “Option Payment”) and, except as otherwise provided herein. The Option Payment shall be made (a) in cash or cash equivalents, (b) by transfer, either actually or by attestation, to the Company of whole Shares previously acquired by the Optionee and valued at the Shares’ Fair Market Value on the date of exercise (or next succeeding trading date if the date of exercise is not a trading date), or by a combination of such cash (or cash equivalents) and Shares, (c) by directing the Company to withhold that number of whole Shares otherwise deliverable to the Optionee pursuant to the Option having an aggregate Fair Market Value at the time of exercise equal to the Option Payment, or (d) by a combination of (a), (b) and/or (c).
Termination of Option. The Option will expire ten (10) years from the date of grant of the Option (the “Term”) with respect to any then unexercised portion thereof, unless terminated earlier as set forth below:
Termination by Death. If the Optionee’s service as a director of the Company terminates by reason of death, this Option may thereafter be exercised, to the extent the Option was exercisable at the time of such termination (after giving effect to any acceleration of vesting provided for in Section 2 above), by the legal representative of the estate or by the legatee of the Optionee under the will of the Optionee, for a period of three (3) years from the date of death or until the expiration of the Term of the Option, whichever period is the shorter.
Termination by Reason of Disability. If the Optionee’s service as a director of the Company terminates by reason of Disability, this Option may thereafter be exercised, to the extent the Option was exercisable at the time of such termination (after giving effect to any
acceleration of vesting provided for in Section 2 above), by the Optionee or personal representative or guardian of the Optionee, as applicable, for a period of three (3) years from the date of such termination of service as a director or until the expiration of the Term of the Option, whichever period is the shorter.
Termination by Retirement. If the Optionee’s service as a director of the Company terminates by reason of Retirement, this Option may thereafter be exercised by the Optionee, to the extent the Option was exercisable at the time of such termination (after giving effect to any acceleration of vesting provided for in Section 2 above) for a period of three (3) years from the date of such termination of employment or until the expiration of the Term of the Option, whichever period is the shorter.
Termination for Cause. If the Optionee’s service as a director of the Company is terminated for Cause, this Option shall terminate immediately following the termination of the Optionee’s service as a director of the Company and become void and of no effect, and any Option that was vested but not exercised prior to the termination of the Optionee’s service as a director of the Company shall be forfeited as of the termination of the Optionee’s service as a director of the Company.
Other Termination. If the Optionee’s service as a director of the Company terminates for any reason other than for Cause, death, Disability or Retirement, this Option may be exercised, to the extent the Option was exercisable at the time of such termination by the Optionee for a period of ninety (90) days from the date of such termination of service as a director of the Company or the expiration of the Term of the Option, whichever period is the shorter.
No Right to Continued Service. This Agreement, and the grant of the Option hereunder, shall not be construed as giving the Optionee the right to be retained on the Board of the Company, and the Company may at any time dismiss the Optionee from service as a director of the Company, free from any liability or any claim under the Plan or this Agreement.
Adjustment to Option Stock. The Board may make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, this Option in recognition of unusual or nonrecurring events (and shall make the adjustments for the events described in Section 4.2 of the Plan) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles in accordance with the Plan, whenever the Board determines that such event(s) affect the Shares. Any such adjustments shall be effected in a manner that precludes the material enlargement of rights and benefits under this Award.
Amendments to Option. Subject to the restrictions contained in the Plan, the Board may amend this Agreement or waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, the Option, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of the Optionee shall not to that extent be effective without the consent of the Optionee.
Limited Transferability. Except as otherwise provided by the Board, during the Optionee’s lifetime, this Option can be exercised only by the Optionee, and this Option may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Optionee other than by will or the laws of descent and distribution. Any attempt to otherwise
transfer this Option shall be void. No transfer of this Option by the Optionee by will or by laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and/or such other evidence as the Board may deem necessary or appropriate to establish the validity of the transfer.
Reservation of Shares. At all times during the term of this Option, the Company shall use its best efforts to reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of this Agreement.
Plan Governs. The Optionee hereby acknowledges receipt of a copy of (or electronic link to) the Plan and agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are governed by the terms of the Plan, and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.
Severability. If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Board, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Board, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and Award shall remain in full force and effect.
Notices. All notices required to be given under this Award shall be deemed to be received if delivered or mailed as provided for herein to the parties at the following addresses, or to such other address as either party may provide in writing from time to time.

To the Company: Wilson Bank Holding Company

623 W. Main Street

Lebanon, Tennessee 37087

Attn: Chief Financial Officer

To the Optionee: The address then maintained with respect to the Optionee in the Company’s records.

Governing Law. The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Tennessee without giving effect to conflicts of laws principles.
Successors in Interest. This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Optionee’s legal representative and assignees. All obligations imposed upon the Optionee and all rights granted to the Company under this Agreement shall be binding upon the Optionee’s heirs, executors, administrators, successors and assignees.
Resolution of Disputes. Except in such instances where the Company is seeking to enforce its rights pursuant to Section 18, any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Board. Any determination made hereunder shall be final, binding and conclusive on the Optionee and the Company for all purposes.
Entire Agreement. This Agreement and the Plan contain the entire understanding and agreement between the Company and the Optionee concerning the Options and the shares of Common Stock that may be issued pursuant to this Agreement, and supersede any prior or contemporaneous negotiations and understandings. The Company and the Optionee have made no promises, agreements, conditions or understandings relating to the Options or the shares of Common Stock that may be issued pursuant to this Agreement, either orally or in writing, that are not included in this Agreement or the Plan.
Counterparts. This Agreement may be executed in counterparts, each of which when signed by the Company and the Optionee will be deemed an original and all of which together will be deemed the same Agreement.
Restrictive Covenants.

18.1 Non-Competition. The Optionee agrees that during the Optionee’s service as a director of the Company (or any Subsidiary or Affiliate of the Company) and for a period of twelve (12) months following the termination of the Optionee’s service as a director of the Company (or any Subsidiary or Affiliate of the Company) for any reason, the Optionee will not (except on behalf of or with the prior written consent of the Company), within the Area, either directly or indirectly, on the Optionee’s own behalf or in the service or on behalf of others, perform for any Competing Business any services which are the same as or essentially the same as the services the Optionee provided for the Company or any Subsidiary or Affiliate of the Company. “Area” for purposes of this Agreement shall mean any county where the Company or any Subsidiary or Affiliate of the Company has an office as of the date that the Optionee’s service as a director of the Company (or any Subsidiary or Affiliate of the Company) terminates. “Competing Business” for purposes of this Agreement shall mean any entity (other than the Company or any Subsidiary of Affiliate of the Company) that is conducting business that is the same or substantially the same as the business of the Company or any Subsidiary or Affiliate of the Company, which the parties hereto agree is the business of commercial and consumer banking.

18.2 Non-Solicitation of Customers. The Optionee agrees that during the Optionee’s service as a director of the Company (or any Subsidiary or Affiliate of the Company) and for a period of twelve (12) months following the termination of the Optionee’s service as a director of the Company (or any Subsidiary or Affiliate of the Company) for any reason, the Optionee will not (except on behalf of or with the prior written consent of the Company) on the Optionee’s own behalf or in the service or on behalf of others, solicit, divert or appropriate or attempt to solicit, divert or appropriate, any business from any of the Company’s or any of its Subsidiaries’ or Affiliates’ customers, including prospective customers actively sought by the Company or any Subsidiary or Affiliate of the Company, with whom the Optionee has or had material contact during the last one (1) year of the Optionee’s service as a director of the Company (or any Subsidiary or Affiliate of the Company), for purposes of providing products or services that are competitive with those provided by the Company or any Subsidiary or Affiliate of the Company.

18.3 Non-Solicitation of Employees. The Optionee agrees that during the Optionee’s service as a director of the Company (or any Subsidiary or Affiliate of the Company) and for a period of twelve (12) months following the termination of the Optionee’s service as a director of the Company (or any Subsidiary or Affiliate of the Company) for any reason, the

Optionee will not (except on behalf of or with the prior written consent of the Company) on the Optionee’s own behalf or in the service or on behalf of others, solicit, recruit or hire or attempt to solicit, recruit or hire any employee of the Company or any Subsidiary or Affiliate of the Company that was an employee of the Company or any Subsidiary or Affiliate of the Company within the one (1) year period prior to the termination of the Optionee’s service as a director of the Company (or any Subsidiary or Affiliate of the Company), whether or not such employee is a full-time employee or a temporary employee of the Company or any Subsidiary or Affiliate of the Company, such employment is pursuant to written agreement, for a determined period, or at will.

18.4 Obligations with Respect to Company Information and Confidential Information. All Company Information received or developed by the Optionee while employed by the Company or any Subsidiary or Affiliate thereof will remain the sole and exclusive property of the Company or such Subsidiary or Affiliate. The Optionee agrees that he or she will (i) hold the Company Information in strictest confidence; (ii) not use, duplicate, reproduce, distribute, disclose or otherwise disseminate Company Information; and (iii) not take any action causing or fail to take any action necessary in order to prevent any Company Information from losing its character or ceasing to qualify as Confidential Information or a Trade Secret. In the event that the Optionee is required by law to disclose any Company Information, the Optionee will not make such disclosure unless (and then only to the extent that) the Optionee has been advised by independent legal counsel that such disclosure is required by law and then only after prior written notice is given to the Company when the Optionee becomes aware that such disclosure has been requested and is required by law. This Section 18.4 shall survive for a period of twelve (12) months following termination of the Optionee’s service as a director of the Company or any Subsidiary or Affiliate of the Company and shall survive termination of the Optionee’s service as a director of the Company or any Subsidiary or Affiliate of the Company for so long as is permitted by applicable law, with respect to Trade Secrets. Upon request by the Company, and in any event upon termination of his or her service as a director of the Company or any Subsidiary or Affiliate thereof, the Optionee will promptly deliver to the Company all property belonging to the Company, including, without limitation, all Company Information then in his or her possession or control. For purposes of this Agreement, “Company Information” means Confidential Information and Trade Secrets. For purposes of this Agreement, the term “Confidential Information” means data and information relating to the business of the Company, or any of its Subsidiaries, (which does not rise to the status of a Trade Secret) which is or has been disclosed to the Optionee or of which the Optionee became aware as a consequence of or through the Optionee’s relationship to the Company or such Subsidiary and which has value to the Company or such Subsidiary, and is not generally known to the Company’s or such Subsidiary’s competitors. Confidential Information shall not include any data or information that has been voluntarily disclosed to the public by the Company or any Subsidiary thereof (except where such public disclosure has been made by the Optionee without authorization) or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means. For purposes of this Agreement, the term “Trade Secrets” means Confidential Information including, but not limited to, technical or nontechnical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans or lists of actual or potential customers or suppliers which (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who

can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

18.5 Impact of Change in Control. In the event that a Change in Control occurs prior to the termination of the Optionee’s service as a director of the Company (or any Subsidiary or Affiliate of the Company), this Section 18 shall be void and of no further force and effect from and after the Change in Control.

18.6 Recovery of Attorneys’ Fees. In the event the Optionee breaches any provision of this Section 18, the Company shall be entitled to recover from the Optionee the reasonable costs incurred in preventing or remedying such breach, including but not limited to attorneys’ fees.

18.7 Reduced Scope. If any court or other decision-maker of competent jurisdiction determines that any of the Optionee’s covenants contained in Section 18 of this Agreement is unenforceable because of the duration or scope of such provision, then, after such determination has become final and nonappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

18.8 Breach of Restrictive Covenants. The Optionee acknowledges and agrees that any breach by the Optionee of any of the provisions of this Section 18 (the “Restrictive Covenants”) would result in irreparable injury and damage to the Company for which money damages would not provide an adequate remedy. Therefore, if the Optionee breaches, or threatens to commit a breach of, any of the Restrictive Covenants set forth in Sections 18.1, 18.2, 18.3 and 18.4, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity (including, without limitation, the recovery of damages):

(i) the right and remedy to have the Restrictive Covenants set forth in Sections 18.1, 18.2, 18.3 and 18.4 specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Optionee of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and

(ii) the right and remedy to have the period of time of any such Restrictive Covenant set forth in Sections 18.1, 18.2, 18.3 and 18.4 extended by the amount of time equivalent to the time that accrues from the earlier of: (A) the Optionee’s first breach of such Restrictive Covenants or (B) the date of the Optionee’s termination of employment with the Company (or any Subsidiary or Affiliate of the Company), until the later of: (I) the date the Optionee ceases breaching such Restrictive Covenants; or (II) the date a court of proper jurisdiction issues a judgment finding that the Optionee has breached such Restrictive Covenants.

18.9 Venue; right to Jury Trial. The Optionee and the Company shall submit to the jurisdiction of, and waive any venue objections against, the United States District Court for the Middle District of Tennessee or the Chancery Court for Wilson County, Tennessee in any litigation arising out of Section 18 of this Agreement. THE OPTIONEE HEREBY EXPRESSLY WAIVES THE OPTIONEE’S RIGHT TO A JURY TRIAL IN ANY COURT PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

18.10 Disclosure of Restrictive Covenants. Should the Optionee’s service as a director of the Company (or any Subsidiary or Affiliate of the Company) terminate, the Optionee agrees to disclose the existence of this Section 18 to any prospective employer or company on whose board of directors or similar governing body the Optionee would sit that is engaged in a Competing Business. The Optionee further agrees that if the Optionee obtains new service on the board of directors or similar governing body of another Company, the Company may notify the Optionee’s new employer(s) or the company on whose board of directors or similar governing body the Optionee sits of the Optionee’s obligations under Section 18 of this Agreement. The Optionee further agrees to notify the Company if the Optionee engages in any conduct that would constitute a potential breach of the terms of Section 18 of this Agreement.

[The next page is the signature page]

IN WITNESS WHEREOF, the parties have caused this Non-Qualified Stock Option Agreement to be duly executed effective as of the day and year first above written.

WILSON BANK HOLDING COMPANY

By: ________________________________

OPTIONEE:

____________________________________

Signature

Please check this box □ to acknowledge that you have read this Agreement, including, without limitation, Section 18 hereof, agree to be bound by the terms of this Agreement, including, without limitation, Section 18 hereof, and accept the Options granted hereunder.

EX-10.2

Exhibit 10.2

WILSON BANK HOLDING COMPANY

CASH-SETTLED STOCK APPRECIATION RIGHT AGREEMENT

(Directors)

THIS CASH-SETTLED STOCK APPRECIATION RIGHT AGREEMENT (this “Agreement”) is made and entered into as of this ___ day of , 20 (the “Grant Date”), by and between Wilson Bank Holding Company, a Tennessee corporation (together with its Subsidiaries and Affiliates, the “Company”), and the individual identified on the signature page hereto (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Wilson Bank Holding Company 2025 Equity Incentive Plan (the “Plan”).

WHEREAS, the Company has adopted the Plan, which permits the issuance of Stock Appreciation Rights; and

WHEREAS, pursuant to the Plan, the Board has granted an award of Stock Appreciation Rights to the Grantee in his or her capacity as a director of the Company.

Grant of Stock Appreciation Rights. The Company grants to the Grantee as of date of this Agreement an award (the “Award”) of Stock Appreciation Rights (the “SARs”) with respect to _________ shares (the “Shares”) of the Company’s common stock, $2.00 par value per share (the “Common Stock”), on the terms and conditions set forth in this Agreement and subject to all provisions of the Plan. Each SAR represents the right to receive pursuant to this Agreement, upon exercise of the SAR, a payment in cash in an amount equal to the excess of the Fair Market Value of one Share of Common Stock on the exercise date over $___ (the “Grant Price”).
Exercise of SAR.

(a) Except as otherwise provided herein, this SAR shall become vested and exercisable as set forth below, if and only if the Grantee has continuously provided services as a director of the Company from the date of this Agreement through and including such dates:

Percentage Vested	Date

(b) Notwithstanding the above, this SAR shall vest and become exercisable with respect to 100% of the Shares in the event of the Grantee’s death, Disability or Retirement, or immediately prior to a Change in Control provided the Grantee has continuously provided services as a director of the Company from the date of this Agreement to such event. Notwithstanding anything in the Plan to the contrary, for purposes of this Agreement “Retirement” means that the Grantee’s service as a director ends following the Grantee having served as a director of the Company for twenty (20) years or having attained the age at which the Grantee is required to retire from the Board pursuant to the Company’s mandatory retirement age policy applicable to the Grantee.

Manner of Exercise; Payment by the Company.

(a) This Award may be exercised in whole or in part at any time within the period permitted hereunder for the exercise of the Award, by serving notice of intent to exercise the Award delivered to the Company at its principal office (or to the Company’s designated agent), stating the number of SARs subject to the Award in respect of which the Award is thereby being exercised (the “Notice of Exercise”), such notice complying with all applicable rules established by the Board. The date the Company or its designated agent receives the Notice of Exercise shall be the exercise date (the “Exercise Date”) with respect to the SARs set forth in such notice.

(b) On a date determined by the Company as soon as practicable after receipt by the Company of the Notice of Exercise, the Company shall deliver to the Grantee an amount, in cash, equal to the product of (i) the number of Shares with respect to which the SAR was exercised and (ii) the difference between (A) the Fair Market Value per Share of Common Stock on the Exercise Date and (B) the Grant Price.

(c) The SARs covered by this Award shall under no circumstances be settled in Shares of the Company’s Common Stock. The Grantee shall not become a shareholder of the Company or otherwise obtain the rights of a shareholder due to the grant or exercise of any SARs subject to this Agreement.

Termination of SAR. The SAR will expire ten (10) years from the date of grant of the SAR (the “Term”) with respect to any then unexercised portion thereof, unless terminated earlier as set forth below:

(a) Termination by Death. If the Grantee’s service as a director of the Company terminates by reason of death, this SAR may thereafter be exercised, to the extent the SAR was exercisable at the time of such termination (after giving effect to any acceleration of vesting provided for in Section 2 above), by the legal representative of the estate or by the legatee of the Grantee under the will of the Grantee, for a period of one hundred and eighty (180) days from the date of death or until the expiration of the Term of the SAR, whichever period is the shorter.

(b) Termination by Reason of Disability. If the Grantee’s service as a director of the Company terminates by reason of Disability, this SAR may thereafter be exercised, to the extent the SAR was exercisable at the time of such termination (after giving effect to any acceleration of vesting provided for in Section 2 above), by the Grantee or personal representative or guardian of the Grantee, as applicable, for a period of three (3) years from the date of such termination of service as a director or until the expiration of the Term of the SAR, whichever period is the shorter.

(c) Termination by Retirement. If the Grantee’s service as a director of the Company terminates by reason of Retirement, this SAR may thereafter be exercised by the Grantee, to the extent the SAR was exercisable at the time of such termination (after giving effect to any acceleration of vesting provided for in Section 2 above) for a period of three (3) years from the date of such termination of service as a director or until the expiration of the Term of the SAR, whichever period is the shorter.

(d) Termination for Cause. If the Grantee’s service as a director of the Company is terminated for Cause, this SAR shall terminate immediately following the termination of the Grantee’s service as a director and become void and of no effect, and any SAR that was vested but not exercised prior to the termination of the Grantee’s service as a director shall be forfeited as of the termination of the Grantee’s service as a director of the Company.

(e) Other Termination. If the Grantee’s service as a director of the Company terminates for any reason other than for Cause, death, Disability or Retirement, this SAR may be exercised, to the

extent the SAR was exercisable at the time of such termination by the Grantee for a period of ninety (90) days from the date of such termination of service as a director or the expiration of the Term of the SAR, whichever period is the shorter.

No Right to Continued Service. This Agreement, and the grant of the SAR hereunder, shall not be construed as giving the Grantee the right to be retained on the Board of the Company, and, subject to applicable law, the Company may at any time dismiss the Grantee from service as a director of the Company free from any liability or any claim under the Plan or this Agreement.
Adjustment to SAR. The Board may make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, this Award in recognition of unusual or nonrecurring events (and shall make the adjustments for the events described in Section 4.2 of the Plan) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles in accordance with the Plan, whenever the Board determines that such event(s) affect the Shares. Any such adjustments shall be effected in a manner that precludes the material enlargement of rights and benefits under this Award.
Amendments to SAR. Subject to the restrictions contained in the Plan, the Board may amend this Agreement or waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, this Award, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of the Grantee shall not to that extent be effective without the consent of the Grantee.
Limited Transferability. Except as otherwise provided by the Board, during the Grantee’s lifetime, this Award can be exercised only by the Grantee, and this Award may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee other than by will or the laws of descent and distribution. Any attempt to otherwise transfer this Award shall be void. No transfer of this Award by the Grantee by will or by laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and/or such other evidence as the Board may deem necessary or appropriate to establish the validity of the transfer.
Plan Governs. The Grantee hereby acknowledges receipt of a copy of (or electronic link to) the Plan and agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are governed by the terms of the Plan, and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.
Severability. If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Board, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Board, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and Award shall remain in full force and effect.
Notices. All notices required to be given under this Award shall be deemed to be received if delivered or mailed as provided for herein to the parties at the following addresses, or to such other address as either party may provide in writing from time to time.

To the Company:	Wilson Bank Holding Company
	623 W. Main Street
	Lebanon, Tennessee 37087
	Attn: Chief Financial Officer
To the Grantee:	The address then maintained with respect to the Grantee in the Company’s records.

Governing Law. The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Tennessee without giving effect to conflicts of laws principles.
Successors in Interest. This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Grantee’s legal representative and assignees. All obligations imposed upon the Grantee and all rights granted to the Company under this Agreement shall be binding upon the Grantee’s heirs, executors, administrators, successors and assignees.
Resolution of Disputes. Except in such instances where the Company is seeking to enforce its rights pursuant to Section 17 of this Agreement, any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Board. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.
Entire Agreement. This Agreement and the Plan contain the entire understanding and agreement between the Company and the Grantee concerning the SAR, and supersede any prior or contemporaneous negotiations and understandings. The Company and the Grantee have made no promises, agreements, conditions or understandings relating to the SAR, either orally or in writing, that are not included in this Agreement or the Plan.
Counterparts. This Agreement may be executed in counterparts, each of which when signed by the Company and the Grantee will be deemed an original and all of which together will be deemed the same Agreement.
Restrictive Covenants.

(a) Non-Competition. The Grantee agrees that during the Grantee’s service as a director of the Company (or any Subsidiary or Affiliate of the Company) and for a period of twelve (12) months following the termination of the Grantee’s service as a director of the Company (or any Subsidiary or Affiliate of the Company) for any reason, the Grantee will not (except on behalf of or with the prior written consent of the Company), within the Area, either directly or indirectly, on the Grantee’s own behalf or in the service or on behalf of others, perform for any Competing Business (as defined below) any services which are the same as or essentially the same as the services the Grantee provided for the Company (or any Subsidiary or Affiliate of the Company). “Area” for purposes of this Agreement shall mean any county where the Company or any Subsidiary or Affiliate of the Company has an office as of the date that the Grantee’s service as a director of the Company (or any Subsidiary or Affiliate of the Company) terminates. “Competing Business” for purposes of this Agreement shall mean any entity (other than the Company or any Subsidiary of Affiliate of the Company) that is conducting business that is the same or substantially the same as the business of the Company or any Subsidiary or Affiliate of the Company, which the parties hereto agree is the business of commercial and consumer banking.

(b) Non-Solicitation of Customers. The Grantee agrees that during the Grantee’s service as a director of the Company (or any Subsidiary or Affiliate of the Company) and for a period of twelve (12) months following the termination of the Grantee’s service as a director of the Company (or any Subsidiary or Affiliate of the Company) for any reason, the Grantee will not (except on behalf of or with the prior written consent of the Company) on the Grantee’s own behalf or in the service or on behalf of others, solicit, divert or appropriate or attempt to solicit, divert or appropriate, any business from any of the Company’s or any of its Subsidiaries’ or Affiliates’ customers, including prospective customers actively sought by the Company (or any Subsidiary or Affiliate of the Company), with whom the Grantee has or had material contact during the last one (1) year of the Grantee’s service as a director of the Company (or any Subsidiary or Affiliate of the Company), for purposes of providing products or services that are competitive with those provided by the Company (or any Subsidiary or Affiliate of the Company).

(c) Non-Solicitation of Employees. The Grantee agrees that during the Grantee’s service as a director of the Company (or any Subsidiary or Affiliate of the Company) and for a period of twelve (12) months following the termination of the Grantee’s service as a director of the Company (or any Subsidiary or Affiliate of the Company) for any reason, the Grantee will not (except on behalf of or with the prior written consent of the Company) on the Grantee’s own behalf or in the service or on behalf of others, solicit, recruit or hire or attempt to solicit, recruit or hire any employee of the Company (or any Subsidiary or Affiliate of the Company) that was an employee of the Company (or any Subsidiary or Affiliate of the Company) within the one (1) year period prior to the termination of the Grantee’s service as a director of the Company (or any Subsidiary or Affiliate of the Company), whether or not such employee is a full-time employee or a temporary employee of the Company (or any Subsidiary or Affiliate of the Company), such employment is pursuant to written agreement, for a determined period, or at will.

(d) Obligations with Respect to Company Information and Confidential Information. All Company Information (as defined below) received or developed by the Grantee while serving as a director of the Company or any Subsidiary or Affiliate thereof will remain the sole and exclusive property of the Company or such Subsidiary or Affiliate. The Grantee agrees that he or she will (i) hold the Company Information in strictest confidence; (ii) not use, duplicate, reproduce, distribute, disclose or otherwise disseminate Company Information; and (iii) not take any action causing or fail to take any action necessary in order to prevent any Company Information from losing its character or ceasing to qualify as Confidential Information or a Trade Secret (each as defined below). In the event that the Grantee is required by law to disclose any Company Information, the Grantee will not make such disclosure unless (and then only to the extent that) the Grantee has been advised by independent legal counsel that such disclosure is required by law and then only after prior written notice is given to the Company when the Grantee becomes aware that such disclosure has been requested and is required by law. This Section 17(d) shall survive for a period of twelve (12) months following termination of the Grantee’s service as a director of the Company or any Subsidiary or Affiliate of the Company with respect to Confidential Information, and shall survive termination of the Grantee’s service as a director of the Company or any Subsidiary or Affiliate of the Company for so long as is permitted by applicable law, with respect to Trade Secrets. Upon request by the Company, and in any event upon termination of his or her service as a director the Company or any Subsidiary or Affiliate thereof, the Grantee will promptly deliver to the Company all property belonging to the Company, including, without limitation, all Company Information then in his or her possession or control. For purposes of this Agreement, “Company Information” means Confidential Information and Trade Secrets. For purposes of this Agreement, the term “Confidential Information” means data and information relating to the business of the Company, or any of its Subsidiaries, (which does not rise to the status of a Trade Secret) which is or has been disclosed to the Grantee or of which the Grantee became aware as a consequence of or through the Grantee’s relationship to the Company, or such Subsidiary and which has value to the Company or

such Subsidiary, and is not generally known to the Company’s or such Subsidiary’s competitors. Confidential Information shall not include any data or information that has been voluntarily disclosed to the public by the Company or any Subsidiary thereof (except where such public disclosure has been made by the Grantee without authorization) or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means. For purposes of this Agreement, the term “Trade Secrets” means Confidential Information including, but not limited to, technical or nontechnical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans or lists of actual or potential customers or suppliers which (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

(e) Impact of Change in Control. In the event that a Change in Control occurs prior to the termination of the Grantee’s service as a director of the Company (or any Subsidiary or Affiliate of the Company), this Section 17 shall be void and of no further force and effect from and after the Change in Control.

(f) Recovery of Attorneys’ Fees. In the event the Grantee breaches any provision of this Section 17, the Company shall be entitled to recover from the Grantee the reasonable costs incurred in preventing or remedying such breach, including but not limited to attorneys’ fees.

(g) Reduced Scope. If any court or other decision-maker of competent jurisdiction determines that any of the Grantee’s covenants contained in Section 17 of this Agreement is unenforceable because of the duration or scope of such provision, then, after such determination has become final and nonappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

(h) Breach of Restrictive Covenants. The Grantee acknowledges and agrees that any breach by him of any of the provisions of this Section 17 (the “Restrictive Covenants”) would result in irreparable injury and damage to the Company for which money damages would not provide an adequate remedy. Therefore, if the Grantee breaches, or threatens to commit a breach of, any of the Restrictive Covenants set forth in Sections 17(a), (b), (c) and (d), the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity (including, without limitation, the recovery of damages):

(i) the right and remedy to have the Restrictive Covenants set forth in Sections 17(a), (b), (c) and (d) specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Grantee of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and

(ii) the right and remedy to have the period of time of any such Restrictive Covenant set forth in Sections 17(a), (b), (c) and (d) extended by the amount of time equivalent to the time that accrues from the earlier of: (A) the Grantee’s first breach of the Restrictive Covenants or (B) the date of the Grantee’s termination of service as a director of the Company, until the later of: (I) the date the Grantee ceases breaching the

Restrictive Covenants; or (II) the date a court of proper jurisdiction issues a judgment finding that the Grantee has breached the Restrictive Covenants.

(i) Venue; Right to Jury Trial. The Grantee and the Company shall submit to the jurisdiction of, and waive any venue objections against, the United States District Court for the Middle District of Tennessee or the Chancery Court for Wilson County, Tennessee in any litigation arising out of Section 17 of this Agreement. THE GRANTEE EXPRESSLY WAIVES THE GRANTEE’S RIGHT TO A JURY TRIAL IN ANY COURT PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(j) Disclosure of Restrictive Covenants. Should the Grantee’s service as a director of the Company (or any Subsidiary or Affiliate of the Company) terminate, the Grantee agrees to disclose the existence of this Section 17 to any prospective employer or company on whose board of directors or similar governing body the Grantee would sit that is engaged in a Competing Business. The Grantee further agrees that if the Grantee obtains a new service on the board of directors or similar governing body of another company, the Company may notify the Grantee’s new employer(s) or company on whose board of directors or similar governing body the Grantee sits of the Grantee’s obligations under Section 17 of this Agreement. The Grantee further agrees to notify the Company if the Grantee engages in any conduct that would constitute a potential breach of the terms of Section 17 of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Cash-Settled Stock Appreciation Right Agreement to be duly executed effective as of the day and year first above written.

WILSON BANK HOLDING COMPANY
By:
GRANTEE:
Signature

Please check this box ☐ to acknowledge that you have read this Agreement, including, without limitation, Section 17 hereof, agree to be bound by the terms of this Agreement, including, without limitation, Section 17 hereof, and accept the SARs granted hereunder.

EX-10.3

Exhibit 10.3

WILSON BANK HOLDING COMPANY

NON-QUALIFIED STOCK OPTION AGREEMENT

(Officers with a Title of Senior Vice President or Higher)

WHEREAS, the Company desires to afford the Optionee an opportunity to purchase Shares as hereinafter provided in accordance with the provisions of the Plan.

Grant of Option.
The Company grants as of the date of this Agreement the right and option (the “Option”) to purchase __________ Shares, in whole or in part (the “Option Stock”), at an exercise price of ___________________________________ and No/100 Dollars ($_________) per Share, on the terms and conditions set forth in this Agreement and subject to all provisions of the Plan. The Optionee, holder or beneficiary of the Option shall not have any of the rights of a shareholder with respect to the Option Stock until such person has become a holder of such Shares by the due exercise of the Option and payment of the Option Payment (as defined in Section 3 below) in accordance with this Agreement.
The Option shall be a non-qualified stock option. In order comply with all applicable federal, state or local tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state or other taxes are withheld or collected from the Optionee.
Exercise of Option.

(a) Except as otherwise provided herein, this Option shall become vested and exercisable as set forth below, if and only if the Optionee shall have been continuously employed by the Company from the date of this Agreement through and including such dates:

Percentage Vested Date

________ __________

(b) Notwithstanding the above, this Option shall vest and become exercisable with respect to 100% of the Option Stock in the event of the Optionee’s death, Disability or Retirement, provided the Optionee has remained continuously employed by the Company from the date of this Agreement to such event. Notwithstanding anything in the Plan to the contrary, “Retirement” for purposes of this Agreement means the Optionee’s resignation after completing thirty (30) years of service with the Company or after attaining sixty-five (65) years of age and completing twenty (20) years of service with the Company.

(c) Notwithstanding the foregoing, in the event of a Change in Control, this Option shall become vested and exercisable (but only to the extent such Option has not otherwise terminated) with respect to 100% of the Option Stock immediately prior to the Change in Control.

Manner of Exercise. The Option may be exercised in whole or in part at any time within the period permitted hereunder for the exercise of the Option, with respect to whole Shares only, by serving written notice of intent to exercise the Option delivered to the Company at its principal office (or to the Company’s designated agent), stating the number of Shares to be purchased, the person or persons in whose name the Shares are to be registered and each such person’s address and social security number. Such notice shall not be effective unless accompanied by payment in full of the Option Price for the number of Shares with respect to which the Option is then being exercised (the “Option Payment”) and, except as otherwise provided herein, cash equal to the required withholding taxes as set forth by Internal Revenue Service and applicable state and local tax guidelines for the employer’s minimum statutory withholding (the “Witholding Taxes”). The Option Payment shall be made (a) in cash or cash equivalents, (b) by transfer, either actually or by attestation, to the Company of whole Shares previously acquired by the Optionee and valued at the Shares’ Fair Market Value on the date of exercise (or next succeeding trading date if the date of exercise is not a trading date), or by a combination of such cash (or cash equivalents) and Shares, (c) by directing the Company to withhold that number of whole Shares otherwise deliverable to the Optionee pursuant to the Option having an aggregate Fair Market Value at the time of exercise equal to the Option Payment, or (d) by a combination of (a), (b) and/or (c).
Termination of Option. The Option will expire ten (10) years from the date of grant of the Option (the “Term”) with respect to any then unexercised portion thereof, unless terminated earlier as set forth below:
Termination by Death. If the Optionee’s employment by the Company terminates by reason of death, this Option may thereafter be exercised, to the extent the Option was exercisable at the time of such termination (after giving effect to any acceleration of vesting provided for in Section 2 above), by the legal representative of the estate or by the legatee of the Optionee under the will of the Optionee, for a period of three (3) years from the date of death or until the expiration of the Term of the Option, whichever period is the shorter.
Termination by Reason of Disability. If the Optionee’s employment by the Company terminates by reason of Disability, this Option may thereafter be exercised, to the extent the Option was exercisable at the time of such termination (after giving effect to any acceleration of vesting provided for in Section 2 above), by the Optionee or personal representative or guardian of the Optionee, as applicable, for a period of three (3) years from the date of such termination of employment or until the expiration of the Term of the Option, whichever period is the shorter.
Termination by Retirement. If the Optionee’s employment by the Company terminates by reason of Retirement, this Option may thereafter be exercised by the Optionee, to the extent the Option was exercisable at the time of such termination (after giving effect to any acceleration of vesting provided for in Section 2 above) for a period of three (3) years from the date of such termination of employment or until the expiration of the Term of the Option, whichever period is the shorter.
Termination for Cause. If the Optionee’s employment by the Company is terminated for Cause, this Option shall terminate immediately following the termination of the Optionee’s employment and become void and of no effect, and any Option that was vested but not exercised prior to the termination of the Optionee’s employment shall be forfeited as of the termination of the Optionee’s employment with the Company.
Other Termination. If the Optionee’s employment by the Company terminates for any reason other than for Cause, death, Disability or Retirement, this Option may be exercised, to the extent the Option was exercisable at the time of such termination by the Optionee for a period of ninety (90) days from the date of such termination of employment or the expiration of the Term of the Option, whichever period is the shorter.
No Right to Continued Employment. This Agreement, and the grant of the Option hereunder, shall not be construed as giving the Optionee the right to be retained in the employ of the Company, and the Company may at any time dismiss the Optionee from employment by the Company, free from any liability or any claim under the Plan or this Agreement.
Adjustment to Option Stock. The Committee may make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, this Option in recognition of unusual or nonrecurring events (and shall make the adjustments for the events described in Section 4.2 of the Plan) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles in accordance with the Plan, whenever the Committee determines that such event(s) affect the Shares. Any such adjustments shall be effected in a manner that precludes the material enlargement of rights and benefits under this Award.
Amendments to Option. Subject to the restrictions contained in the Plan, the Committee may amend this Agreement or waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, the Option, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of the Optionee shall not to that extent be effective without the consent of the Optionee.
Limited Transferability. Except as otherwise provided by the Committee, during the Optionee’s lifetime, this Option can be exercised only by the Optionee, and this Option may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the
Optionee other than by will or the laws of descent and distribution. Any attempt to otherwise transfer this Option shall be void. No transfer of this Option by the Optionee by will or by laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and/or such other evidence as the Committee may deem necessary or appropriate to establish the validity of the transfer.
Reservation of Shares. At all times during the term of this Option, the Company shall use its best efforts to reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of this Agreement.
Plan Governs. The Optionee hereby acknowledges receipt of a copy of (or electronic link to) the Plan and agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are governed by the terms of the Plan, and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.
Severability. If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and Award shall remain in full force and effect.
Notices. All notices required to be given under this Award shall be deemed to be received if delivered or mailed as provided for herein to the parties at the following addresses, or to such other address as either party may provide in writing from time to time.

To the Company: Wilson Bank Holding Company

623 W. Main Street

Lebanon, Tennessee 37087

Attn: Chief Financial Officer

To the Optionee: The address then maintained with respect to the Optionee in the Company’s records.

Governing Law. The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Tennessee without giving effect to conflicts of laws principles.
Successors in Interest. This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Optionee’s legal representative and assignees. All obligations imposed upon the Optionee and all rights granted to the Company under this Agreement shall be binding upon the Optionee’s heirs, executors, administrators, successors and assignees.
Resolution of Disputes. Except in such instances where the Company is seeking to enforce its rights pursuant to Section 18, any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this
Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Optionee and the Company for all purposes.
Entire Agreement. This Agreement and the Plan contain the entire understanding and agreement between the Company and the Optionee concerning the Options and the shares of Common Stock that may be issued pursuant to this Agreement, and supersede any prior or contemporaneous negotiations and understandings. The Company and the Optionee have made no promises, agreements, conditions or understandings relating to the Options or the shares of Common Stock that may be issued pursuant to this Agreement, either orally or in writing, that are not included in this Agreement or the Plan.
Counterparts. This Agreement may be executed in counterparts, each of which when signed by the Company and the Optionee will be deemed an original and all of which together will be deemed the same Agreement.
Restrictive Covenants.

18.1 Non-Competition. The Optionee agrees that during the Optionee’s employment by the Company (or any Subsidiary or Affiliate of the Company) and for a period of twelve (12) months following the termination of the Optionee’s employment with the Company (or any Subsidiary or Affiliate of the Company) for any reason, the Optionee will not (except on behalf of or with the prior written consent of the Company), within the Area, either directly or indirectly, on the Optionee’s own behalf or in the service or on behalf of others, perform for any Competing Business any services which are the same as or essentially the same as the services the Optionee provided for the Company or any Subsidiary or Affiliate of the Company. “Area” for purposes of this Agreement shall mean any county where the Company or any Subsidiary or Affiliate of the Company has an office as of the date that the Optionee’s employment with the Company (or any Subsidiary or Affiliate of the Company) terminates. “Competing Business” for purposes of this Agreement shall mean any entity (other than the Company or any Subsidiary of Affiliate of the Company) that is conducting business that is the same or substantially the same as the business of the Company or any Subsidiary or Affiliate of the Company, which the parties hereto agree is the business of commercial and consumer banking.

18.2 Non-Solicitation of Customers. The Optionee agrees that during the Optionee’s employment with the Company (or any Subsidiary or Affiliate of the Company) and for a period of twelve (12) months following the termination of the Optionee’s employment with the Company (or any Subsidiary or Affiliate of the Company) for any reason, the Optionee will not (except on behalf of or with the prior written consent of the Company) on the Optionee’s own behalf or in the service or on behalf of others, solicit, divert or appropriate or attempt to solicit, divert or appropriate, any business from any of the Company’s or any of its Subsidiaries’ or Affiliates’ customers, including prospective customers actively sought by the Company or any Subsidiary or Affiliate of the Company, with whom the Optionee has or had material contact during the last one (1) year of the Optionee’s employment with the Company (or any Subsidiary or Affiliate of the Company), for purposes of providing products or services that are competitive with those provided by the Company or any Subsidiary or Affiliate of the Company.

18.3 Non-Solicitation of Employees. The Optionee agrees that during the Optionee’s employment with the Company (or any Subsidiary or Affiliate of the Company) and for a period of twelve (12) months following the termination of the Optionee’s employment with

the Company (or any Subsidiary or Affiliate of the Company) for any reason, the Optionee will not (except on behalf of or with the prior written consent of the Company) on the Optionee’s own behalf or in the service or on behalf of others, solicit, recruit or hire or attempt to solicit, recruit or hire any employee of the Company or any Subsidiary or Affiliate of the Company that was an employee of the Company or any Subsidiary or Affiliate of the Company within the one (1) year period prior to the termination of the Optionee’s employment with the Company (or any Subsidiary or Affiliate of the Company), whether or not such employee is a full-time employee or a temporary employee of the Company or any Subsidiary or Affiliate of the Company, such employment is pursuant to written agreement, for a determined period, or at will.

18.4 Obligations with Respect to Company Information and Confidential Information. All Company Information received or developed by the Optionee while employed by the Company or any Subsidiary or Affiliate thereof will remain the sole and exclusive property of the Company or such Subsidiary or Affiliate. The Optionee agrees that he or she will (i) hold the Company Information in strictest confidence; (ii) not use, duplicate, reproduce, distribute, disclose or otherwise disseminate Company Information; and (iii) not take any action causing or fail to take any action necessary in order to prevent any Company Information from losing its character or ceasing to qualify as Confidential Information or a Trade Secret. In the event that the Optionee is required by law to disclose any Company Information, the Optionee will not make such disclosure unless (and then only to the extent that) the Optionee has been advised by independent legal counsel that such disclosure is required by law and then only after prior written notice is given to the Company when the Optionee becomes aware that such disclosure has been requested and is required by law. This Section 18.4 shall survive for a period of twelve (12) months following termination of the Optionee’s employment with the Company or any Subsidiary or Affiliate of the Company with respect to Confidential Information, and shall survive termination of the Optionee’s employment with the Company or any Subsidiary or Affiliate of the Company for so long as is permitted by applicable law, with respect to Trade Secrets. Upon request by the Company, and in any event upon termination of his or her employment with the Company or any Subsidiary or Affiliate thereof, the Optionee will promptly deliver to the Company all property belonging to the Company, including, without limitation, all Company Information then in his or her possession or control. For purposes of this Agreement, “Company Information” means Confidential Information and Trade Secrets. For purposes of this Agreement, the term “Confidential Information” means data and information relating to the business of the Company, or any of its Subsidiaries, (which does not rise to the status of a Trade Secret) which is or has been disclosed to the Optionee or of which the Optionee became aware as a consequence of or through the Optionee’s relationship to the Company or such Subsidiary and which has value to the Company or such Subsidiary, and is not generally known to the Company’s or such Subsidiary’s competitors. Confidential Information shall not include any data or information that has been voluntarily disclosed to the public by the Company or any Subsidiary thereof (except where such public disclosure has been made by the Optionee without authorization) or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means. For purposes of this Agreement, the term “Trade Secrets” means Confidential Information including, but not limited to, technical or nontechnical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans or lists of actual or potential customers or suppliers which (i) derives economic value, actual or potential, from not being generally known to, and not being

readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

18.5 Impact of Change in Control. In the event that a Change in Control occurs prior to the termination of the Optionee’s employment with the Company (or any Subsidiary or Affiliate of the Company), this Section 18 shall be void and of no further force and effect from and after the Change in Control.

18.10 Disclosure of Restrictive Covenants. Should the Optionee’s employment with the Company (or any Subsidiary or Affiliate of the Company) terminate, and should the Optionee thereafter seek new employment, the Optionee agrees to disclose the existence of this Section 18 to any prospective employer engaged in a Competing Business. The Optionee further agrees that if the Optionee obtains new employment, the Company may notify the Optionee’s new employer(s) of the Optionee’s obligations under Section 18 of this Agreement. The Optionee further agrees to notify the Company if the Optionee engages in any conduct that would constitute a potential breach of the terms of Section 18 of this Agreement.

[The next page is the signature page]

IN WITNESS WHEREOF, the parties have caused this Non-Qualified Stock Option Agreement to be duly executed effective as of the day and year first above written.

WILSON BANK HOLDING COMPANY

By: ________________________________

OPTIONEE:

____________________________________

Signature

EX-10.4

Exhibit 10.4

WILSON BANK HOLDING COMPANY

CASH-SETTLED STOCK APPRECIATION RIGHT AGREEMENT

(Officers with a Title of Senior Vice President or Higher)

THIS CASH-SETTLED STOCK APPRECIATION RIGHT AGREEMENT (this “Agreement”) is made and entered into as of this ____ day of _____________, 20__ (the “Grant Date”), by and between Wilson Bank Holding Company, a Tennessee corporation (together with its Subsidiaries and Affiliates, the “Company”), and the individual identified on the signature page hereto (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Wilson Bank Holding Company 2025 Equity Incentive Plan (the “Plan”).

WHEREAS, the Company has adopted the Plan, which permits the issuance of Stock Appreciation Rights; and

WHEREAS, pursuant to the Plan, the Committee has granted an award of Stock Appreciation Rights to the Grantee in his capacity as an employee of the Company.

Grant of Stock Appreciation Rights. The Company grants to the Grantee as of date of this Agreement an award (the “Award”) of Stock Appreciation Rights (the “SARs”) with respect to ________ shares (the “Shares”) of the Company’s common stock, $2.00 par value per share (the “Common Stock”), on the terms and conditions set forth in this Agreement and subject to all provisions of the Plan. Each SAR represents the right to receive pursuant to this Agreement, upon exercise of the SAR, a payment in cash in an amount equal to the excess of the Fair Market Value of one Share of Common Stock on the exercise date over $___ (the “Grant Price”).
Exercise of SAR.

(a) Except as otherwise provided herein, this SAR shall become vested and exercisable as set forth below, if and only if the Grantee has continuously provided services as an employee of the Company from the date of this Agreement through and including such dates:

Percentage Vested Date

________ __________

(b) Notwithstanding the above, this SAR shall vest and become exercisable with respect to 100% of the Shares in the event of the Grantee’s death, Disability or Retirement, or immediately prior to a Change in Control provided the Grantee has continuously served as an employee of the Company from the date of this Agreement to such event. Notwithstanding anything in the Plan to the contrary, for purposes of this Agreement “Retirement” means that the

Grantee’s employment as an employee ends following the Grantee’s resignation after completing thirty (30) years of service with the Company or after attaining age 65 and completing twenty (20) years of service with the Company.

Manner of Exercise; Payment by the Company.
This Award may be exercised in whole or in part at any time within the period permitted hereunder for the exercise of the Award, by serving notice of intent to exercise the Award delivered to the Company at its principal office (or to the Company’s designated agent), stating the number of SARs subject to the Award in respect of which the Award is thereby being exercised (the “Notice of Exercise”), such notice complying with all applicable rules established by the Committee. The date the Company or its designated agent receives the Notice of Exercise shall be the exercise date (the “Exercise Date”) with respect to the SARs set forth in such notice.
On a date determined by the Company as soon as practicable after receipt by the Company of the Notice of Exercise, and subject to the tax withholding described in Section 9 of this Agreement, the Company shall deliver to the Grantee an amount, in cash, equal to the product of (i) the number of Shares with respect to which the SAR was exercised and (ii) the difference between (A) the Fair Market Value per Share of Common Stock on the Exercise Date and (B) the Grant Price.
The SARs covered by this Award shall under no circumstances be settled in Shares of the Company’s Common Stock. The Grantee shall not become a shareholder of the Company or otherwise obtain the rights of a shareholder due to the grant or exercise of any SARs subject to this Agreement.
Termination of SAR. The SAR will expire ten (10) years from the date of grant of the SAR (the “Term”) with respect to any then unexercised portion thereof, unless terminated earlier as set forth below:
Termination by Death. If the Grantee’s employment by the Company terminates by reason of death, this SAR may thereafter be exercised, to the extent the SAR was exercisable at the time of such termination (after giving effect to any acceleration of vesting provided for in Section 2 above), by the legal representative of the estate or by the legatee of the Grantee under the will of the Grantee, for a period of one hundred and eighty (180) days from the date of death or until the expiration of the Term of the SAR, whichever period is the shorter.
Termination by Reason of Disability. If the Grantee’s employment by the Company terminates by reason of Disability, this SAR may thereafter be exercised, to the extent the SAR was exercisable at the time of such termination (after giving effect to any acceleration of vesting provided for in Section 2 above), by the Grantee or personal representative or guardian of the Grantee, as applicable, for a period of three (3) years from the date of such termination of employment or until the expiration of the Term of the SAR, whichever period is the shorter.
Termination by Retirement. If the Grantee’s employment by the Company terminates by reason of Retirement, this SAR may thereafter be exercised by the Grantee, to the extent the SAR was exercisable at the time of such termination (after giving effect to any acceleration of vesting provided for in Section 2 above) for a period of three (3) years from the date of such termination of employment or until the expiration of the Term of the SAR, whichever period is the shorter.
Termination for Cause. If the Grantee’s employment by the Company is terminated for Cause, this SAR shall terminate immediately following the termination of the Grantee’s employment and become void and of no effect, and any SAR that was vested but not exercised prior to the termination of the Grantee’s employment shall be forfeited as of the termination of the Grantee’s employment by the Company.
Other Termination. If the Grantee’s employment by the Company terminates for any reason other than for Cause, death, Disability or Retirement, this SAR may be exercised, to the extent the SAR was exercisable at the time of such termination by the Grantee for a period of ninety (90) days from the date of such termination of employment or the expiration of the Term of the SAR, whichever period is the shorter.
No Right to Continued Employment. This Agreement, and the grant of the SAR hereunder, shall not be construed as giving the Grantee the right to be retained in the employ of the Company, and, subject to applicable law, the Company may at any time dismiss the Grantee from employment by the Company free from any liability or any claim under the Plan or this Agreement.
Adjustment to SAR. The Committee may make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, this Award in recognition of unusual or nonrecurring events (and shall make the adjustments for the events described in Section 4.2 of the Plan) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles in accordance with the Plan, whenever the Committee determines that such event(s) affect the Shares. Any such adjustments shall be effected in a manner that precludes the material enlargement of rights and benefits under this Award.
Amendments to SAR. Subject to the restrictions contained in the Plan, the Committee may amend this Agreement or waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, this Award, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of the Grantee shall not to that extent be effective without the consent of the Grantee.
Limited Transferability. Except as otherwise provided by the Committee, during the Grantee’s lifetime, this Award can be exercised only by the Grantee, and this Award may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee other than by will or the laws of descent and distribution. Any attempt to otherwise transfer this Award shall be void. No transfer of this Award by the Grantee by will or by laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and/or such other evidence as the Committee may deem necessary or appropriate to establish the validity of the transfer.
Withholding Obligations. Regardless of any action the Company takes with respect to any or all applicable income tax (including federal, state and local taxes and any applicable withholding tax or amounts under the laws of any other jurisdiction), payroll tax or other tax-related withholding in connection with the grant, vesting or payment in settlement of the Award (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee’s responsibility. Further,
notwithstanding any contrary provision of this Agreement, no cash payment shall be made to the Grantee unless and until satisfactory arrangements (as determined by the Committee) have been made by the Grantee to satisfy all withholding tax obligations of the Company with respect to the cash payment. In this regard, the Grantee authorizes the Company to withhold all applicable Tax-Related Items legally payable by the Grantee from the Grantee’s wages or other cash compensation payable to the Grantee by the Company or from the cash payment received upon settlement of the Award. The Grantee agrees to pay to the Company any amount of Tax-Related Items that the Company may be required to withhold as a result of the grant or settlement of the Award that cannot be satisfied by the means previously described. The Grantee acknowledges and agrees that the Company may refuse to deliver any cash payment otherwise due hereunder if the Grantee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this Section 9.
Plan Governs. The Grantee hereby acknowledges receipt of a copy of (or electronic link to) the Plan and agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are governed by the terms of the Plan, and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.
Severability. If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and Award shall remain in full force and effect.
Notices. All notices required to be given under this Award shall be deemed to be received if delivered or mailed as provided for herein to the parties at the following addresses, or to such other address as either party may provide in writing from time to time.

To the Company: Wilson Bank Holding Company

623 W. Main Street

Lebanon, Tennessee 37087

Attn: Chief Financial Officer

To the Grantee: The address then maintained with respect to the Grantee in the Company’s records.

Governing Law. The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Tennessee without giving effect to conflicts of laws principles.
Successors in Interest. This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Grantee’s legal representative and assignees. All obligations imposed upon the Grantee and all rights granted to the Company under this Agreement shall be binding upon the Grantee’s heirs, executors, administrators, successors and assignees.
Resolution of Disputes. Except in such instances where the Company is seeking to enforce its rights pursuant to Section 18 of this Agreement, any dispute or disagreement which
may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.
Entire Agreement. This Agreement and the Plan contain the entire understanding and agreement between the Company and the Grantee concerning the SAR, and supersede any prior or contemporaneous negotiations and understandings. The Company and the Grantee have made no promises, agreements, conditions or understandings relating to the SAR, either orally or in writing, that are not included in this Agreement or the Plan.
Counterparts. This Agreement may be executed in counterparts, each of which when signed by the Company and the Grantee will be deemed an original and all of which together will be deemed the same Agreement.
Restrictive Covenants.
Non-Competition. The Grantee agrees that during the Grantee’s employment by the Company (or any Subsidiary or Affiliate of the Company) and for a period of twelve (12) months following the termination of the Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company) for any reason, the Grantee will not (except on behalf of or with the prior written consent of the Company), within the Area (as defined below), either directly or indirectly, on the Grantee’s own behalf or in the service or on behalf of others, perform for any Competing Business (as defined below) any services which are the same as or essentially the same as the services the Grantee provided for the Company or any Subsidiary or Affiliate of the Company. “Area” for purposes of this Agreement shall mean any county where the Company or any Subsidiary or Affiliate of the Company has an office as of the date that the Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company) terminates. “Competing Business” for purposes of this Agreement shall mean any entity (other than the Company or any Subsidiary of Affiliate of the Company) that is conducting business that is the same or substantially the same as the business of the Company or any Subsidiary or Affiliate of the Company, which the parties hereto agree is the business of commercial and consumer banking.
Non-Solicitation of Customers. The Grantee agrees that during the Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company) and for a period of twelve (12) months following the termination of the Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company) for any reason, the Grantee will not (except on behalf of or with the prior written consent of the Company) on the Grantee’s own behalf or in the service or on behalf of others, solicit, divert or appropriate or attempt to solicit, divert or appropriate, any business from any of the Company’s or any of its Subsidiaries’ or Affiliates’ customers, including prospective customers actively sought by the Company or any Subsidiary or Affiliate of the Company, with whom the Grantee has or had material contact during the last one (1) year of the Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company), for purposes of providing products or services that are competitive with those provided by the Company or any Subsidiary or Affiliate of the Company.
Non-Solicitation of Employees. The Grantee agrees that during the Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company) and for a period of twelve (12) months following the termination of the Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company) for any reason, the Grantee will not (except on behalf of or with the prior written consent of the Company) on the Grantee’s own behalf
or in the service or on behalf of others, solicit, recruit or hire or attempt to solicit, recruit or hire any employee of the Company or any Subsidiary or Affiliate of the Company that was an employee of the Company or any Subsidiary or Affiliate of the Company within the one (1) year period prior to the termination of the Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company), whether or not such employee is a full-time employee or a temporary employee of the Company or any Subsidiary or Affiliate of the Company, such employment is pursuant to written agreement, for a determined period, or at will.
Obligations with Respect to Company Information and Confidential Information. All Company Information (as defined below) received or developed by the Grantee while employed by the Company or any Subsidiary or Affiliate thereof will remain the sole and exclusive property of the Company or such Subsidiary or Affiliate. The Grantee agrees that he or she will (i) hold the Company Information in strictest confidence; (ii) not use, duplicate, reproduce, distribute, disclose or otherwise disseminate Company Information; and (iii) not take any action causing or fail to take any action necessary in order to prevent any Company Information from losing its character or ceasing to qualify as Confidential Information or a Trade Secret (each as defined below). In the event that the Grantee is required by law to disclose any Company Information, the Grantee will not make such disclosure unless (and then only to the extent that) the Grantee has been advised by independent legal counsel that such disclosure is required by law and then only after prior written notice is given to the Company when the Grantee becomes aware that such disclosure has been requested and is required by law. This Section 18(d) shall survive for a period of twelve (12) months following termination of the Optionee’s employment with the Company or any Subsidiary or Affiliate of the Company with respect to Confidential Information, and shall survive termination of the Optionee’s employment with the Company or any Subsidiary or Affiliate of the Company for so long as is permitted by applicable law, with respect to Trade Secrets. Upon request by the Company, and in any event upon termination of his or her employment with the Company or any Subsidiary or Affiliate thereof, the Grantee will promptly deliver to the Company all property belonging to the Company, including, without limitation, all Company Information then in his or her possession or control. For purposes of this Agreement, “Company Information” means Confidential Information and Trade Secrets. For purposes of this Agreement, the term “Confidential Information” means data and information relating to the business of the Company, or any of its Subsidiaries, (which does not rise to the status of a Trade Secret) which is or has been disclosed to the Grantee or of which the Grantee became aware as a consequence of or through the Grantee’s relationship to the Company or such Subsidiary and which has value to the Company or such Subsidiary, and is not generally known to the Company’s or such Subsidiary’s competitors. Confidential Information shall not include any data or information that has been voluntarily disclosed to the public by the Company or any Subsidiary thereof (except where such public disclosure has been made by the Grantee without authorization) or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means. For purposes of this Agreement, the term “Trade Secrets” means Confidential Information including, but not limited to, technical or nontechnical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans or lists of actual or potential customers or suppliers which (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
Impact of Change in Control. In the event that a Change in Control occurs prior to the termination of the Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company), this Section 18 shall be void and of no further force and effect from and after the Change in Control.
Recovery of Attorneys’ Fees. In the event the Grantee breaches any provision of this Section 18, the Company shall be entitled to recover from the Grantee the reasonable costs incurred in preventing or remedying such breach, including but not limited to attorneys’ fees.
Reduced Scope. If any court or other decision-maker of competent jurisdiction determines that any of the Grantee’s covenants contained in Section 18 of this Agreement is unenforceable because of the duration or scope of such provision, then, after such determination has become final and nonappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.
Breach of Restrictive Covenants. The Grantee acknowledges and agrees that any breach by him of any of the provisions of this Section 18 (the “Restrictive Covenants”) would result in irreparable injury and damage to the Company for which money damages would not provide an adequate remedy. Therefore, if the Grantee breaches, or threatens to commit a breach of, any of the Restrictive Covenants set forth in Sections 18(a), (b), (c) and (d), the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity (including, without limitation, the recovery of damages):
the right and remedy to have the Restrictive Covenants set forth in Sections 18(a), (b), (c) and (d) specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Grantee of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and
the right and remedy to have the period of time of any such Restrictive Covenant set forth in Sections 18(a), (b), (c) and (d) extended by the amount of time equivalent to the time that accrues from the earlier of: (A) the Grantee’s first breach of the Restrictive Covenants or (B) the date of the Grantee’s termination of employment with the Company, until the later of: (I) the date the Grantee ceases breaching the Restrictive Covenants; or (II) the date a court of proper jurisdiction issues a judgment finding that the Grantee has breached the Restrictive Covenants.
Venue; Right to Jury Trial. The Grantee and the Company shall submit to the jurisdiction of, and waive any venue objections against, the United States District Court for the Middle District of Tennessee or the Chancery Court for Wilson County, Tennessee in any litigation arising out of Section 18 of this Agreement. THE GRANTEE HEREBY EXPRESSLY WAIVES THE GRANTEE’S RIGHT TO A JURY TRIAL IN ANY COURT PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
Disclosure of Restrictive Covenants. Should the Grantee’s employment
with the Company (or any Subsidiary or Affiliate of the Company) terminate, and should the Grantee thereafter seek new employment, the Grantee agrees to disclose the existence of this Section 18 to any prospective employer engaged in a Competing Business. The Grantee further agrees that if the Grantee obtains new employment, the Company may notify the Grantee’s new employer(s) of the Grantee’s obligations under Section 18 of this Agreement. The Grantee further agrees to notify the Company if the Grantee engages in any conduct that would constitute a potential breach of the terms of Section 18 of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Cash-Settled Stock Appreciation Right Agreement to be duly executed effective as of the day and year first above written.

WILSON BANK HOLDING COMPANY

By: ________________________________

GRANTEE:

____________________________________

Signature

EX-10.5

Exhibit 10.5

WILSON BANK HOLDING COMPANY

RESTRICTED SHARE UNIT AWARD AGREEMENT

(Officers with a Title of Senior Vice President or Higher)

THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (the “Agreement”) is made and entered into this ___ day of ________, 20__ by and between Wilson Bank Holding Company, a Tennessee corporation (the “Company”), and [___] (the “Grantee”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Wilson Bank Holding Company 2025 Equity Incentive Plan (the “Plan”).

Section 1. Restricted Share Unit Award.

(a) Grant of Restricted Units. The Company hereby grants to the Grantee, subject to the terms and conditions set forth in this Agreement and in the Plan, [___] Restricted Share Units (the “Restricted Units”) (subject to adjustment under Section 4.2 of the Plan). The Grantee’s rights with respect to the Restricted Units shall remain forfeitable at all times prior to the vesting and settlement of the Restricted Units pursuant to this Agreement. A bookkeeping account will be maintained by the Company to keep track of the Restricted Units and any Dividend Equivalents that may accrue as provided in Section 2.

(b) Lapse of Restrictions. Subject to Sections 3 and 6 hereof, the restrictions associated with the Restricted Units granted pursuant to Section 1(a) hereof shall lapse at such times (each, a “Vesting Date”) and in the amounts set forth below:

Cumulative<br><br>Percentage Vested	Date of Vesting	Cumulative<br><br>Shares Vested

Pursuant to the terms of Section 1(c) of this Agreement, the Company shall issue to the Grantee one share of the Company’s common stock, $2.00 par value per share (the “Common Stock”), for each Restricted Unit that is earned by the Grantee pursuant to the terms of this Agreement.

(c) Settlement of Restricted Units. Except in the event of earlier vesting pursuant to Section 3 or 6 of this Agreement, on a Vesting Date, or if a Vesting Date is not a business day, on the next business day following such Vesting Date, the Company shall issue, or cause the Company’s stock transfer agent to issue, in the name of the Grantee, a stock certificate, or, in lieu of such a certificate, record an electronic book entry position, representing the number of shares of Common Stock into which the Restricted Units (and any additional Restricted Units issued pursuant to Section 2 of this Agreement, if any) are to be settled in accordance with this Agreement. Each date that shares of Common Stock issuable in settlement of Restricted Units awarded hereunder are issued to the Grantee (including, any date earlier than a Vesting Date pursuant to Section 3 or Section 6) is referred to herein as a “Settlement Date”. Until shares of the Company’s Common Stock are delivered to the Grantee in settlement of the Restricted Units (and any additional Restricted Units issued pursuant to Section 2 of

this Agreement, if any) on a Settlement Date, the Grantee shall have none of the rights of a shareholder of the Company with respect to such shares of the Company’s Common Stock issuable in settlement of the Restricted Units (and any additional Restricted Units, issued pursuant to Section 2 of this Agreement, if any), including the right to vote such shares. The Grantee’s rights with respect to distributions or dividends declared or paid on the Common Stock prior to the issuance of the shares of Common Stock in accordance with this Section 1(c) are set forth in Section 2 of this Agreement.

Section 2. Dividend Equivalents and Dividends.

(a) Crediting of Dividend Equivalents on Restricted Units. Subject to this Section 2, from the date hereof through each Settlement Date, dividend equivalents (“Dividend Equivalents”) shall be credited on the Grantee’s Restricted Units (other than Restricted Units that, at the relevant record date, previously have been settled in shares of the Company’s Common Stock or forfeited) as follows:

(i) Cash Dividends. If the Company declares and pays a dividend or distribution on shares of the Company’s Common Stock in the form of cash, then the Grantee shall be credited, as of the payment date for such dividend or distribution, with an amount equal to (A) the amount of such dividend on each outstanding share of Common Stock, multiplied by (B) the Restricted Units that may still vest under this Agreement as of the record date for such dividend or distribution.

(ii) Non-Share Dividends. If the Company declares and pays a dividend or distribution on shares of the Company’s Common Stock in the form of property other than Common Stock, then a number of additional Restricted Units shall be credited to the Grantee as of the payment date for such dividend or distribution equal to (A) the Restricted Units that may still vest under this Agreement as of the record date for such dividend or distribution multiplied by (B) the fair market value (as determined by the Committee) of such property actually paid as a dividend or distribution on each outstanding share of Common Stock at such payment date, divided by (C) the Fair Market Value of a share of the Company’s Common Stock at such payment date.

(iii) Common Stock Dividends and Splits. If the Company declares and pays a dividend or distribution on shares of the Company’s Common Stock in the form of additional shares of Common Stock, then a number of additional Restricted Units shall be credited to the Grantee as of the payment date for such dividend or distribution or forward split equal to (A) the Restricted Units that may still vest under this Agreement as of the record date for such dividend or distribution, multiplied by (B) the number of additional shares actually paid as a dividend or distribution in respect of each outstanding share of Common Stock.

(b) Adjustment of Dividend Equivalents on Restricted Units. If any Restricted Unit granted under this Agreement is not earned (or is otherwise forfeited) for any reason, any dividend or distribution previously credited with respect to such Restricted Unit, whether in the form of cash, property or additional Restricted Units, shall be forfeited on the date on which the underlying Restricted Units are forfeited.

(c) Payment of Dividend Equivalents on Restricted Units. Any cash, property or additional Restricted Units credited to the Grantee under Sections 2(a)(i), (ii) or (iii) of this Agreement prior to

a Settlement Date shall be accrued (without interest and earnings) rather than paid to the Grantee when such dividend or distribution is paid. On a Settlement Date, the Company shall pay to the Grantee any cash, property or shares of Common Stock accrued in respect of dividends or distributions on the Restricted Units that are so settled on such Settlement Date.

Section 3. Termination/Change of Status. In the event that the Grantee’s employment by the Company (or any Subsidiary or Affiliate of the Company) terminates for any reason, other than death, Disability or Retirement, all Restricted Units for which the forfeiture restrictions have not lapsed prior to the termination of the Grantee’s employment shall be forfeited effective immediately following the termination of Grantee’s employment, and Grantee shall have no further rights with respect to such Restricted Units, shares of the Company’s Common Stock or cash, property, additional Restricted Units credited or shares of Common Stock credited to the Grantee pursuant to Section 2 that may have been issuable in settlement of such forfeited Restricted Units. In the event that the Grantee’s employment terminates by reason of death, Disability or Retirement, all Restricted Units shall be deemed vested and the restrictions under the Plan and this Agreement with respect to the Restricted Units, including the restriction on transfer set forth in Section 4 hereof, shall automatically expire and shall be of no further force or effect immediately following the termination of Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company). Promptly following the date that the Grantee’s employment terminates as a result of death, Disability or Retirement, the Company shall issue, or cause the Company’s transfer agent to issue, in the name of the Grantee, a stock certificate, or, in lieu of such a certificate, record an electronic book entry position, representing the number of shares of the Company’s Common Stock into which the Restricted Units (and any additional Restricted Units issued pursuant to Section 2 of this Agreement, if any) are to be settled. Such shares shall be issued to the Grantee not later than the 30th day following the date that the Grantee’s employment terminates with the Company (or any Subsidiary or Affiliate of the Company); provided, however, that any shares of the Company’s Common Stock issuable to the Grantee on account of the acceleration of the vesting of any Restricted Units in connection with the termination of the Grantee’s employment (or any Subsidiary or Affiliate of the Company) by reason of Retirement shall not be issued to the Grantee until the next business day following the date that is six months following the date the Grantee’s employment terminated if such a delay is necessary to avoid the imposition of any additional tax on the Grantee under Section 409A of the Code. Notwithstanding anything in the Plan to the contrary, for the purposes of this Agreement, “Retirement” means that the Grantee’s employment ends following the Grantee’s resignation after completing thirty (30) years of service with the Company or after attaining age 65 and completing twenty (20) years of service with the Company.

Section 4. No Transfer or Pledge of Units. The Restricted Units issued hereunder may not be assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of by the Grantee, except by will or by the laws of descent and distribution, and upon any such transfer by will or the laws of descent and distribution, the transferee shall hold such Restricted Units subject to all terms and conditions that were applicable to the Grantee immediately prior to such transfer.

Section 5. Withholding of Taxes. Upon the issuance of shares of the Company’s Common Stock upon settlement of any or all of the Restricted Units (or other property distributed with respect thereto) pursuant to Section 1(c) or Section 2, or other taxable event related to the Restricted Units, the Grantee shall remit to the Company the amount necessary to satisfy the Withholding Tax

Obligations (as defined below) subject to which such issuance is conditioned. The payment shall be made in cash or, at the election of the Grantee, by means of: (i) the delivery of such shares of the Company’s Common Stock previously owned by the Grantee, subject to applicable legal requirements and held for the requisite period of time as may be required to avoid the Company incurring any adverse accounting charge; (ii) a reduction in the number of shares of the Company’s Common Stock otherwise deliverable upon settlement of the Restricted Units or of other amounts otherwise payable to the Grantee pursuant to this Agreement; or (iii) a combination of (i) and/or (ii). The value of any shares of the Company’s Common Stock delivered or withheld as payment in respect of the Withholding Tax Obligations (in whole or in part) shall be determined by reference to the Fair Market Value of such shares as of the date of such withholding or delivery, or to such other measure allowed by the Plan and determined by the Committee. For purposes hereof, “Withholding Tax Obligations” means the minimum amount necessary to satisfy Federal, state, local or foreign withholding tax requirements, if any, in connection with the issuance of the Company’s Common Stock or other property in settlement of all or a portion of the Restricted Units or with the vesting or such other applicable event related to such Restricted Units; provided, however, that, in the discretion of the Company, the Company may, if the Grantee has elected to pay the Withholding Tax Obligations in the manner set forth in clause (i), (ii) or (iii) of this Section 5, allow the cancellation of an additional number of shares of the Company’s Common Stock to satisfy an additional amount of withholding taxes up to the maximum individual statutory tax rate in the applicable jurisdiction, but only if such additional withholding, or the discretion to elect such additional withholding, does not result in adverse accounting treatment of the award represented by this Agreement to the Company.

Section 6. Change in Control. Upon the occurrence of a Change in Control, then all then unvested and outstanding Restricted Units shall vest immediately prior to the consummation of such Change in Control. The Grantee shall be entitled to receive, immediately prior to the consummation of the Change in Control, in settlement of such Restricted Units a like number of shares of the Company’s Common Stock, together with such number of shares of the Company’s Common Stock as are issuable to the Grantee in settlement of Restricted Units already earned by the Grantee and payment of any amounts, whether in shares of Common Stock, cash or other property, owed to the Grantee with respect to any Dividend Equivalents.

Section 7. No Right to Continued Employment. This Agreement, and the grant of the Restricted Units hereunder, shall not be construed as giving the Grantee the right to be retained in the employ of the Company (or any Subsidiary or Affiliate of the Company), and, subject to applicable law, the Company (or any Subsidiary or Affiliate of the Company) may at any time dismiss the Grantee from employment by the Company, free from any liability or any claim under the Plan or this Agreement.

Section 8. Governing Provisions. This Agreement is made under and subject to the provisions of the Plan, and all of the provisions of the Plan are also provisions of this Agreement. If there is a difference or conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan will govern. By signing this Agreement, the Grantee confirms that he or she has received a copy of (or an electronic link to) the Plan.

Section 9. Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the Restricted Units (including any shares of

Common Stock, cash or other property issued in settlement of any Dividend Equivalents) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations or to otherwise be exempt from the scope of “deferred compensation” under Section 409A of the Code, and this Agreement shall be interpreted consistently therewith. However, to the extent the settlement of the Restricted Units (including any shares of Common Stock, cash or other property issued in settlement of any Dividend Equivalents) hereunder in connection with the Grantee’s termination of employment with the Company (or any Subsidiary or Affiliate of the Company) does not qualify for an exception from treatment as “deferred compensation” subject to Section 409A of the Code, then (a) such settlement shall not occur unless Grantee’s termination of employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Regulations and (b) if Grantee is a “specified employee” at such time for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed payment of any portion of the Restricted Units or shares of Common Stock (or shares of Common Stock, cash or property issued in settlement of any Dividend Equivalents) to which Grantee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of the Restricted Units or shares of Common Stock (or shares of Common Stock, cash or other property issued in settlement of any Dividend Equivalents) shall not be paid to Grantee prior to the earlier of (x) the expiration of the six (6)-month period measured from the date of the Grantee’s “separation from service” with the Company (or any Subsidiary or Affiliate of the Company) or (y) the date of Grantee’s death. Upon the earlier of such dates, settlement of the Restricted Units (including any shares of Common Stock, cash or other property issued in settlement of any Dividend Equivalents) shall occur as otherwise provided in this Agreement. In the event compensation payable pursuant to this Agreement is otherwise determined to constitute “deferred compensation” within the meaning of Section 409A of the Code, this Agreement shall be interpreted and administered consistently with the terms thereof.

Section 10. Reservation of Shares. At all times during the term of this Agreement, the Company shall use its best efforts to reserve and keep available such number of shares of the Company’s Common Stock as shall be sufficient to satisfy the requirements of this Agreement.

Section 11. Miscellaneous.

11.1 Entire Agreement. This Agreement and the Plan contain the entire understanding and agreement between the Company and the Grantee concerning the Restricted Units and the shares of Common Stock that may be issued pursuant to this Agreement, and supersede any prior or contemporaneous negotiations and understandings. The Company and the Grantee have made no promises, agreements, conditions or understandings relating to the Restricted Units or the shares of Common Stock that may be issued pursuant to this Agreement, either orally or in writing, that are not included in this Agreement or the Plan.

11.2 Captions. The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience. They do not define, limit, construe or describe the scope or intent of the provisions of this Agreement.

11.3 Counterparts. This Agreement may be executed in counterparts, each of which when signed by the Company and the Grantee will be deemed an original and all of which together will be deemed the same Agreement.

11.4 Compliance With Laws and Regulations. The award of Restricted Units (and, if issued in settlement of Restricted Units or Dividend Equivalents, shares of the Company’s Common Stock) evidenced hereby shall be subject to all applicable federal and state laws, rules, and regulations, and to such approvals by any governmental or regulatory agency as may be required.

11.5 Notice. Any notice or communication having to do with this Agreement must be given by personal delivery or by certified mail, return receipt requested, addressed, if to the Company, to the principal office of the Company, and, if to the Grantee, to the Grantee’s last known address provided by the Grantee to the Company.

11.6 Amendment. Subject to the restrictions contained in the Plan, the Committee may amend this Agreement or waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, this Award, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of the Grantee shall not to that extent be effective without the consent of the Grantee.

11.7 Resolution of Disputes. Except in such instances where the Company is seeking to enforce its rights pursuant to Section 12 of this Agreement, any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.

11.8 Successors in Interest. This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Grantee’s legal representative and assignees. All obligations imposed upon the Grantee and all rights granted to the Company under this Agreement shall be binding upon the Grantee’s heirs, executors, administrators, successors and assignees.

11.9 Governing Law. The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Tennessee without giving effect to conflicts of laws principles.

Section 12. Restrictive Covenants.

12.1 Non-Competition. The Grantee agrees that during the Grantee’s employment by the Company (or any Subsidiary or Affiliate of the Company) and for a period of twelve (12) months following the termination of the Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company) for any reason, the Grantee will not (except on behalf of or with the prior written consent of the Company), within the Area (as defined below), either directly or indirectly, on the Grantee’s own behalf or in the service or on behalf of others, perform for any Competing Business (as defined below) any services which are the same as or essentially the same as the services the

Grantee provided for the Company or any Subsidiary or Affiliate of the Company. “Area” for purposes of this Agreement shall mean any county where the Company or any Subsidiary or Affiliate of the Company has an office as of the date that the Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company) terminates. “Competing Business” for purposes of this Agreement shall mean any entity (other than the Company or any Subsidiary of Affiliate of the Company) that is conducting business that is the same or substantially the same as the business of the Company or any Subsidiary or Affiliate of the Company, which the parties hereto agree is the business of commercial and consumer banking.

12.2 Non-Solicitation of Customers. The Grantee agrees that during the Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company) and for a period of twelve (12) months following the termination of the Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company) for any reason, the Grantee will not (except on behalf of or with the prior written consent of the Company) on the Grantee’s own behalf or in the service or on behalf of others, solicit, divert or appropriate or attempt to solicit, divert or appropriate, any business from any of the Company’s or any of its Subsidiaries’ or Affiliates’ customers, including prospective customers actively sought by the Company or any Subsidiary or Affiliate of the Company, with whom the Grantee has or had material contact during the last one (1) year of the Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company), for purposes of providing products or services that are competitive with those provided by the Company or any Subsidiary or Affiliate of the Company.

12.3 Non-Solicitation of Employees. The Grantee agrees that during the Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company) and for a period of twelve (12) months following the termination of the Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company) for any reason, the Grantee will not (except on behalf of or with the prior written consent of the Company) on the Grantee’s own behalf or in the service or on behalf of others, solicit, recruit or hire or attempt to solicit, recruit or hire any employee of the Company or any Subsidiary or Affiliate of the Company that was an employee of the Company or any Subsidiary or Affiliate of the Company within the one (1) year period prior to the termination of the Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company), whether or not such employee is a full-time employee or a temporary employee of the Company or any Subsidiary or Affiliate of the Company, such employment is pursuant to written agreement, for a determined period, or at will.

12.4 Obligations with Respect to Company Information and Confidential Information. All Company Information (as defined below) received or developed by the Grantee while employed by the Company or any Subsidiary or Affiliate thereof will remain the sole and exclusive property of the Company or such Subsidiary or Affiliate. The Grantee agrees that he or she will (i) hold the Company Information in strictest confidence; (ii) not use, duplicate, reproduce, distribute, disclose or otherwise disseminate Company Information; and (iii) not take any action causing or fail to take any action necessary in order to prevent any Company Information from losing its character or ceasing to qualify as Confidential Information or a Trade Secret (each as defined below). In the event that the Grantee is required by law to disclose any Company Information, the Grantee will not make such disclosure unless (and then only to the extent that) the Grantee has been advised by independent legal counsel that such disclosure is required by law and then only after prior written notice is given to the

Company when the Grantee becomes aware that such disclosure has been requested and is required by law. This Section 12.4 shall survive for a period of twelve (12) months following termination of the Grantee’s employment with the Company or any Subsidiary or Affiliate of the Company with respect to Confidential Information, and shall survive termination of the Grantee’s employment with the Company or any Subsidiary or Affiliate of the Company for so long as is permitted by applicable law, with respect to Trade Secrets. Upon request by the Company, and in any event upon termination of his or her employment with the Company or any Subsidiary or Affiliate thereof, the Grantee will promptly deliver to the Company all property belonging to the Company, including, without limitation, all Company Information then in his or her possession or control. For purposes of this Agreement, “Company Information” means Confidential Information and Trade Secrets. For purposes of this Agreement, the term “Confidential Information” means data and information relating to the business of the Company, or any of its Subsidiaries, (which does not rise to the status of a Trade Secret) which is or has been disclosed to the Grantee or of which the Grantee became aware as a consequence of or through the Grantee’s relationship to the Company or such Subsidiary and which has value to the Company or such Subsidiary, and is not generally known to the Company’s or such Subsidiary’s competitors. Confidential Information shall not include any data or information that has been voluntarily disclosed to the public by the Company or any Subsidiary thereof (except where such public disclosure has been made by the Grantee without authorization) or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means. For purposes of this Agreement, the term “Trade Secrets” means Confidential Information including, but not limited to, technical or nontechnical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans or lists of actual or potential customers or suppliers which (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

12.5 Impact of Change in Control. In the event that a Change in Control occurs prior to the termination of the Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company), this Section 12 shall be void and of no further force and effect from and after the Change in Control.

12.6 Recovery of Attorneys’ Fees. In the event the Grantee breaches any provision of this Section 12, the Company shall be entitled to recover from the Grantee the reasonable costs incurred in preventing or remedying such breach, including but not limited to attorneys’ fees.

12.7 Reduced Scope. If any court or other decision-maker of competent jurisdiction determines that any of the Grantee’s covenants contained in Section 12 of this Agreement is unenforceable because of the duration or scope of such provision, then, after such determination has become final and nonappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

12.8 Breach of Restrictive Covenants. The Grantee acknowledges and agrees that any breach by the Grantee of any of the provisions of this Section 12 (the “Restrictive Covenants”) would result in irreparable injury and damage to the Company for which money damages would not provide

an adequate remedy. Therefore, if the Grantee breaches, or threatens to commit a breach of, any of the Restrictive Covenants set forth in Sections 12.1, 12.2, 12.3 and 12.4, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity (including, without limitation, the recovery of damages):

(i) the right and remedy to have the Restrictive Covenants set forth in Sections 12.1, 12.2, 12.3 and 12.4 specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Grantee of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and

(ii) the right and remedy to have the period of time of any such Restrictive Covenant set forth in Sections 12.1, 12.2, 12.3 and 12.4 extended by the amount of time equivalent to the time that accrues from the earlier of: (A) the Grantee’s first breach of such Restrictive Covenants or (B) the date of the Grantee’s termination of employment with the Company (or any Subsidiary or Affiliate of the Company), until the later of: (I) the date the Grantee ceases breaching such Restrictive Covenants; or (II) the date a court of proper jurisdiction issues a judgment finding that the Grantee has breached such Restrictive Covenants.

12.9 Venue; right to Jury Trial. The Grantee and the Company shall submit to the jurisdiction of, and waive any venue objections against, the United States District Court for the Middle District of Tennessee or the Chancery Court for Wilson County, Tennessee in any litigation arising out of Section 12 of this Agreement. THE GRANTEE HEREBY EXPRESSLY WAIVES THE GRANTEE’S RIGHT TO A JURY TRIAL IN ANY COURT PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

12.10 Disclosure of Restrictive Covenants. Should the Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company) terminate, and should the Grantee thereafter seek new employment, the Grantee agrees to disclose the existence of this Section 12 to any prospective employer engaged in a Competing Business. The Grantee further agrees that if the Grantee obtains new employment, the Company may notify the Grantee’s new employer(s) of the Grantee’s obligations under Section 12 of this Agreement. The Grantee

further agrees to notify the Company if the Grantee engages in any conduct that would constitute a potential breach of the terms of Section 12 of this Agreement.

[Signature page to follow.]

IN WITNESS WHEREOF, the parties have caused this Restricted Stock Unit Agreement to be duly executed effective as of the day and year first above written.

WILSON BANK HOLDING COMPANY:

By:

Name:

Title:

GRANTEE:

By:

Name:

Please check this box □ to acknowledge that you have read this Agreement, including, without limitation, Section 12 hereof, agree to be bound by the terms of this Agreement, including, without limitation, Section 12 hereof, and accept the Restricted Stock Units granted hereunder.

EX-10.6

Exhibit 10.6

WILSON BANK HOLDING COMPANY

RESTRICTED SHARE AWARD AGREEMENT

(Officers with a Title of Senior Vice President or Higher)

THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of ________, 20__ (the “Grant Date”), between Wilson Bank Holding Company, a Tennessee corporation (together with its Subsidiaries, the “Company”), and the individual identified on the signature page hereto, (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Wilson Bank Holding Company 2025 Equity Incentive Plan (the “Plan”).

WHEREAS, the Company has adopted the Plan, which permits the issuance of restricted shares of the Company’s common stock, par value $2.00 per share (the “Common Stock”); and

WHEREAS, pursuant to the Plan, the Committee responsible for administering the Plan has granted an award of restricted shares to the Grantee as provided herein.

Grant of Restricted Shares.
The Company hereby grants to the Grantee an award (the “Award”) of _______________ shares of Common Stock of the Company (the “Shares” or the “Restricted Shares”) on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.
The Grantee’s rights with respect to the Award shall remain forfeitable at all times prior to the dates on which the restrictions shall lapse in accordance with Sections 2 and 3 hereof.
Terms and Rights as a Shareholder.
Except as otherwise provided herein and subject to such other exceptions as may be determined by the Committee in its discretion, the “Restricted Period” for Restricted Shares granted herein shall expire with respect to the following percentages of the Restricted Shares granted herein as set forth below:

Cumulative Percentage Vested	Date of Vesting	Cumulative Shares Vested

The Grantee shall have all rights of a shareholder with respect to the Restricted Shares, including the right to receive dividends and the right to vote such Shares, subject to the following restrictions:
the Grantee shall not be entitled to the removal of the restricted legends or restricted account notices or to delivery of the stock certificate (if any) for any Shares until the expiration of the Restricted Period as to such Shares and the fulfillment of any other restrictive conditions set forth herein;
none of the Restricted Shares may be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of during the Restricted Period as to such Shares and until the fulfillment of any other restrictive conditions set forth herein; and
except as otherwise determined by the Committee at or after the grant of the Award hereunder, any Restricted Shares as to which the applicable “Restricted Period” has not expired (or other restrictive conditions have not been met) shall be forfeited, and all rights of the Grantee to such Shares shall terminate, without further obligation on the part of the Company, unless the Grantee remains in the continuous employment (or other service-providing capacity) of the Company for the entire Restricted Period applicable to such Shares.

(c) Notwithstanding the foregoing, the Restricted Period shall automatically terminate as to all Restricted Shares awarded hereunder (as to which such Restricted Period has not previously terminated) (i) upon the termination of the Grantee’s employment from the Company which results from the Grantee’s death, Disability or Retirement or (ii) immediately prior to a Change in Control.

Any Shares, any other securities of the Company and any other property (except for cash dividends) distributed with respect to the Restricted Shares shall be subject to the same restrictions, terms and conditions as such Restricted Shares.

Termination of Restrictions. Following the termination of the Restricted Period, and provided that all other restrictive conditions set forth herein have been met, all restrictions set forth in this Agreement or in the Plan relating to such portion or all, as applicable, of the Restricted Shares shall lapse as to such portion or all, as applicable, of the Restricted Shares, and a stock certificate for the appropriate number of Shares, free of the restrictions and restrictive stock legend, shall be delivered to the Grantee or Grantee’s beneficiary or estate, as the case may be, pursuant to the terms of this Agreement (or, in the case of book-entry Shares, such restrictions and restricted stock legend shall be removed from the confirmation and account statements delivered to the Grantee in book-entry form).
Delivery of Shares.
As of the date hereof, certificates representing the Restricted Shares may be registered in the name of the Grantee and held by the Company or transferred to a custodian appointed by the Company for the account of the Grantee subject to the terms and conditions of the Plan and shall remain in the custody of the Company or such custodian until their delivery to the Grantee or Grantee’s beneficiary or estate as set forth in Sections 4(b) and (c) hereof or their forfeiture or reversion to the Company as set forth in Section 2(b) hereof. The Committee may, in its discretion, provide that the Grantee’s ownership of Restricted Shares prior to the lapse of any transfer restrictions or any other applicable restrictions shall, in lieu of such certificates, be evidenced by a “book entry” (i.e., a computerized or manual entry) in the records of the Company or its designated agent in accordance with and subject to the applicable provisions of the Plan.
If certificates shall have been issued as permitted in Section 4(a) above, certificates representing Restricted Shares in respect of which the Restricted Period has lapsed pursuant to this Agreement shall be delivered to the Grantee as soon as practicable following the date on which the restrictions on such Restricted Shares lapse.
If certificates shall have been issued as permitted in Section 4(a) above, certificates representing Restricted Shares in respect of which the Restricted Period lapsed upon the Grantee’s death shall be delivered to the executors or administrators of the Grantee’s estate as soon as practicable following the receipt of proof of the Grantee’s death satisfactory to the Company.
Any certificate representing Restricted Shares shall bear (and confirmation and account statements sent to the Grantee with respect to book-entry Shares may bear) a legend in substantially the following form or substance:

THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE WILSON BANK HOLDING COMPANY 2025 EQUITY INCENTIVE PLAN (THE “PLAN”) AND THE RESTRICTED SHARE AWARD AGREEMENT (THE “AGREEMENT”) BETWEEN THE OWNER OF THE RESTRICTED SHARES REPRESENTED HEREBY AND WILSON BANK HOLDING COMPANY (THE “COMPANY”). THE RELEASE OF SUCH SHARES FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE PLAN AND THE AGREEMENT AND ALL OTHER APPLICABLE POLICIES AND PROCEDURES OF THE COMPANY, COPIES OF WHICH ARE ON FILE AT THE COMPANY.

Effect of Lapse of Restrictions. To the extent that the Restricted Period applicable to any Restricted Shares shall have lapsed, the Grantee may receive, hold, sell or otherwise dispose of such Shares free and clear of the restrictions imposed under the Plan and this Agreement upon compliance with applicable legal requirements.
No Right to Continued Employment. This Agreement and the grant of the Restricted Shares hereunder, shall not be construed as giving the Grantee the right to be retained in the employ of the Company, and subject to applicable law, the Company may at any time dismiss the Grantee from employment by the Company, free from any liability or any claim under the Plan or this Agreement.
Adjustments. The Committee may make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, this Award in recognition of unusual or nonrecurring events (and shall make adjustments for the events described in Section 4.2 of the Plan) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles in accordance with the Plan whenever the Committee determines that such events affect the Shares. Any such adjustments shall be effected in a manner that precludes the material enlargement of rights and benefits under this Award.
Amendment to Award. Subject to the restrictions contained in the Plan, the Committee may amend this Agreement or waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate the Award, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of the Grantee shall not to that extent be effective without the consent of the Grantee.
Withholding of Taxes. By the date of the event creating any tax liability under this Agreement or with respect to the Award granted hereunder, the Grantee shall remit to the Company the amount necessary to satisfy the Withholding Tax Obligations (as defined below) subject to which such issuance is conditioned. The payment shall be made in cash or, at the election of the Grantee, by means of: (i) the delivery of such shares of the Company’s Common Stock previously owned by the Grantee, subject to applicable legal requirements and held for the requisite period of time as may be required to avoid the Company incurring any adverse accounting charge; (ii) a reduction in the number of shares of the Company’s Common Stock otherwise deliverable upon settlement of the Restricted Shares or of other amounts otherwise payable to the Grantee pursuant to this Agreement; or (iii) a combination of (i) and/or (ii). Alternatively, the Company may deduct an amount sufficient to satisfy the Withholding Tax Obligations from any payment of any kind otherwise due from the Company to the Grantee. The value of any shares of the Company’s Common Stock delivered or withheld as payment in respect of the Withholding Tax Obligations (in whole or in part) shall be determined by reference to the Fair Market Value of such shares as of the date of such withholding or delivery, or to such other measure allowed by the Plan and determined by the Committee. For purposes hereof, “Withholding Tax Obligations” means the minimum amount necessary to satisfy Federal, state, local or foreign withholding tax requirements, if any, in connection with the issuance of the Company’s Common Stock or other property in settlement of the Restricted Shares; provided, however, that, in the discretion of the Company, the Company may, if the Grantee has elected to pay the Withholding Tax Obligations in the manner set forth in clause (i), (ii) or (iii) of this Section 9, allow the cancellation of an additional number of shares of the Company’s Common Stock issuable to the Grantee hereunder to satisfy an additional amount of withholding taxes up to the maximum individual statutory tax rate in the applicable jurisdiction, but only if such additional withholding, or the discretion to elect such
additional withholding, does not result in adverse accounting treatment of the award represented by this Agreement to the Company.

Plan Governs. The Grantee hereby acknowledges receipt of a copy of (or electronic link to) the Plan and agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are governed by the terms of the Plan, and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.
Severability. If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and Award shall remain in full force and effect.
Notices. All notices required to be given under this Award shall be deemed to be received if delivered or mailed as provided for herein, to the parties at the following addresses, or to such other address as either party may provide in writing from time to time.

To the Company: Wilson Bank Holding Company

623 W. Main Street

Lebanon, Tennessee 37087

Attn: Chief Financial Officer

To the Grantee: The address then maintained with respect to the Grantee in the Company’s records.

Governing Law. The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Tennessee without giving effect to conflicts of laws principles.
Resolution of Disputes. Except in such instances where the Company is seeking to enforce its rights pursuant to Section 18, any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.
Successors in Interest. This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Grantee’s legal representatives. All obligations imposed upon the Grantee and all rights granted to the Company under this Agreement shall be binding upon the Grantee’s heirs, executors, administrators and successors.

Entire Agreement. This Agreement and the Plan contain the entire understanding and agreement between the Company and the Grantee concerning the Restricted Shares and the
shares of Common Stock that may be issued pursuant to this Agreement, and supersede any prior or contemporaneous negotiations and understandings. The Company and the Grantee have made no promises, agreements, conditions or understandings relating to the Restricted Shares or the shares of Common Stock that may be issued pursuant to this Agreement, either orally or in writing, that are not included in this Agreement or the Plan.
Counterparts. This Agreement may be executed in counterparts, each of which when signed by the Company and the Grantee will be deemed an original and all of which together will be deemed the same Agreement.
Restrictive Covenants.
Non-Competition. The Grantee agrees that during the Grantee’s employment by the Company (or any Subsidiary or Affiliate of the Company) and for a period of twelve (12) months following the termination of the Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company) for any reason, the Grantee will not (except on behalf of or with the prior written consent of the Company), within the Area (as defined below), either directly or indirectly, on the Grantee’s own behalf or in the service or on behalf of others, perform for any Competing Business (as defined below) any services which are the same as or essentially the same as the services the Grantee provided for the Company or any Subsidiary or Affiliate of the Company. “Area” for purposes of this Agreement shall mean any county where the Company or any Subsidiary or Affiliate of the Company has an office as of the date that the Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company) terminates. “Competing Business” for purposes of this Agreement shall mean any entity (other than the Company or any Subsidiary of Affiliate of the Company) that is conducting business that is the same or substantially the same as the business of the Company or any Subsidiary or Affiliate of the Company, which the parties hereto agree is the business of commercial and consumer banking.
Non-Solicitation of Customers. The Grantee agrees that during the Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company) and for a period of twelve (12) months following the termination of the Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company) for any reason, the Grantee will not (except on behalf of or with the prior written consent of the Company) on the Grantee’s own behalf or in the service or on behalf of others, solicit, divert or appropriate or attempt to solicit, divert or appropriate, any business from any of the Company’s or any of its Subsidiaries’ or Affiliates’ customers, including prospective customers actively sought by the Company or any Subsidiary or Affiliate of the Company, with whom the Grantee has or had material contact during the last one (1) year of the Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company), for purposes of providing products or services that are competitive with those provided by the Company or any Subsidiary or Affiliate of the Company.
Non-Solicitation of Employees. The Grantee agrees that during the Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company) and for a period of twelve (12) months following the termination of the Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company) for any reason, the Grantee will not (except on behalf of or with the prior written consent of the Company) on the Grantee’s own behalf or in the service or on behalf of others, solicit, recruit or hire or attempt to solicit, recruit
or hire any employee of the Company or any Subsidiary or Affiliate of the Company that was an employee of the Company or any Subsidiary or Affiliate of the Company within the one (1) year period prior to the termination of the Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company), whether or not such employee is a full-time employee or a temporary employee of the Company or any Subsidiary or Affiliate of the Company, such employment is pursuant to written agreement, for a determined period, or at will.
Obligations with Respect to Company Information and Confidential Information. All Company Information (as defined below) received or developed by the Grantee while employed by the Company or any Subsidiary or Affiliate thereof will remain the sole and exclusive property of the Company or such Subsidiary or Affiliate. The Grantee agrees that he or she will (i) hold the Company Information in strictest confidence; (ii) not use, duplicate, reproduce, distribute, disclose or otherwise disseminate Company Information; and (iii) not take any action causing or fail to take any action necessary in order to prevent any Company Information from losing its character or ceasing to qualify as Confidential Information or a Trade Secret (each as defined below). In the event that the Grantee is required by law to disclose any Company Information, the Grantee will not make such disclosure unless (and then only to the extent that) the Grantee has been advised by independent legal counsel that such disclosure is required by law and then only after prior written notice is given to the Company when the Grantee becomes aware that such disclosure has been requested and is required by law. This Section 18(d) shall survive for a period of twelve (12) months following termination of the Grantee’s employment with the Company or any Subsidiary or Affiliate of the Company with respect to Confidential Information, and shall survive termination of the Grantee’s employment with the Company or any Subsidiary or Affiliate of the Company for so long as is permitted by applicable law, with respect to Trade Secrets. Upon request by the Company, and in any event upon termination of his or her employment with the Company or any Subsidiary or Affiliate thereof, the Grantee will promptly deliver to the Company all property belonging to the Company, including, without limitation, all Company Information then in his or her possession or control. For purposes of this Agreement, “Company Information” means Confidential Information and Trade Secrets. For purposes of this Agreement, the term “Confidential Information” means data and information relating to the business of the Company, or any of its Subsidiaries, (which does not rise to the status of a Trade Secret) which is or has been disclosed to the Grantee or of which the Grantee became aware as a consequence of or through the Grantee’s relationship to the Company or such Subsidiary and which has value to the Company or such Subsidiary, and is not generally known to the Company’s or such Subsidiary’s competitors. Confidential Information shall not include any data or information that has been voluntarily disclosed to the public by the Company or any Subsidiary thereof (except where such public disclosure has been made by the Grantee without authorization) or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means. For purposes of this Agreement, the term “Trade Secrets” means Confidential Information including, but not limited to, technical or nontechnical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans or lists of actual or potential customers or suppliers which (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to
maintain its secrecy.
Impact of Change in Control. In the event that a Change in Control occurs prior to the termination of the Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company), this Section 18 shall be void and of no further force and effect from and after the Change in Control.
Recovery of Attorneys’ Fees. In the event the Grantee breaches any provision of this Section 18, the Company shall be entitled to recover from the Grantee the reasonable costs incurred in preventing or remedying such breach, including but not limited to attorneys’ fees.
Reduced Scope. If any court or other decision-maker of competent jurisdiction determines that any of the Grantee’s covenants contained in Section 18 of this Agreement is unenforceable because of the duration or scope of such provision, then, after such determination has become final and nonappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.
Breach of Restrictive Covenants. The Grantee acknowledges and agrees that any breach by the Grantee of any of the provisions of this Section 18 (the “Restrictive Covenants”) would result in irreparable injury and damage to the Company for which money damages would not provide an adequate remedy. Therefore, if the Grantee breaches, or threatens to commit a breach of, any of the Restrictive Covenants set forth in Sections 18(a), 18(b), 18(c) and 18(d), the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity (including, without limitation, the recovery of damages):
the right and remedy to have the Restrictive Covenants set forth in Sections 18(a), 18(b), 18(c) and 18(d) specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Grantee of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and
the right and remedy to have the period of time of any such Restrictive Covenant set forth in Sections 18(a), 18(b), 18(c) and 18(d) extended by the amount of time equivalent to the time that accrues from the earlier of: (A) the Grantee’s first breach of such Restrictive Covenants or (B) the date of the Grantee’s termination of employment with the Company (or any Subsidiary or Affiliate of the Company), until the later of: (I) the date the Grantee ceases breaching such Restrictive Covenants; or (II) the date a court of proper jurisdiction issues a judgment finding that the Grantee has
breached such Restrictive Covenants.
Venue; right to Jury Trial. The Grantee and the Company shall submit to the jurisdiction of, and waive any venue objections against, the United States District Court for the Middle District of Tennessee or the Chancery Court for Wilson County, Tennessee in any litigation arising out Section 18 of this Agreement. THE GRANTEE HEREBY EXPRESSLY WAIVES THE GRANTEE’S RIGHT TO A JURY TRIAL IN ANY COURT PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
Disclosure of Restrictive Covenants. Should the Grantee’s employment with the Company (or any Subsidiary or Affiliate of the Company) terminate, and should the Grantee thereafter seek new employment, the Grantee agrees to disclose the existence of this Section 18 to any prospective employer engaged in a Competing Business. The Grantee further agrees that if the Grantee obtains new employment, the Company may notify the Grantee’s new employer(s) of the Grantee’s obligations under Section 18 of this Agreement. The Grantee further agrees to notify the Company if the Grantee engages in any conduct that would constitute a potential breach of the terms of Section 18 of this Agreement.

[The next page is the signature page]

IN WITNESS WHEREOF, the parties have caused this Restricted Share Award Agreement to be duly executed effective as of the day and year first above written.

WILSON BANK HOLDING COMPANY

By: ______________________________________

GRANTEE:

__________________________________________

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, John C. McDearman III, certify that:

I have reviewed this quarterly report on Form 10-Q of Wilson Bank Holding Company;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

DATE: May 9, 2025
	/s/ John C. McDearman III
	John C. McDearman III, President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Kayla Hawkins, certify that:

I have reviewed this quarterly report on Form 10-Q of Wilson Bank Holding Company;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

DATE: May 9, 2025
	/s/ Kayla Hawkins
	Kayla Hawkins, Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Wilson Bank Holding Company (the “Company”) on Form 10-Q for the quarter ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John C. McDearman III, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Wilson Bank Holding Company and will be retained by Wilson Bank Holding Company and furnished to the Securities and Exchange Commission or its staff upon request.

DATE: May 9, 2025
	/s/ John C. McDearman III
	John C. McDearman III, President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Wilson Bank Holding Company (the “Company”) on Form 10-Q for the quarter ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kayla Hawkins, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

DATE: May 9, 2025
	/s/ Kayla Hawkins
	Kayla Hawkins, Executive Vice President and Chief Financial Officer

10-Q

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended March 31, 2025

For the transition period from to ___________

Commission File Number 0-20402

WILSON BANK HOLDING COMPANY

(615) 444-2265

Not Applicable

Table of Contents

Common stock outstanding: 11,993,996 shares at May 9, 2025

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Part I. Financial Information

Item 1. Financial Statements

WILSON BANK HOLDING COMPANY

Consolidated Balance Sheets

March 31, 2025 and December 31, 2024

See accompanying notes to consolidated financial statements (unaudited)

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WILSON BANK HOLDING COMPANY

Consolidated Statements of Earnings

three months ended March 31, 2025 and 2024

See accompanying notes to consolidated financial statements (unaudited)

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WILSON BANK HOLDING COMPANY

Consolidated Statements of Comprehensive Earnings (Losses)

three months ended March 31, 2025 and 2024

See accompanying notes to consolidated financial statements (unaudited)

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WILSON BANK HOLDING COMPANY

Consolidated Statements of Changes in Shareholders’ Equity

three months ended March 31, 2025 and 2024

See accompanying notes to consolidated financial statements (unaudited)

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WILSON BANK HOLDING COMPANY

Consolidated Statements of Cash Flows

three months ended March 31, 2025 and 2024

Increase (Decrease) in Cash and Cash Equivalents

See accompanying notes to consolidated financial statements (unaudited)

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WILSON BANK HOLDING COMPANY

Consolidated Statements of Cash Flows, Continued

three months ended March 31, 2025 and 2024

Increase (Decrease) in Cash and Cash Equivalents

See accompanying notes to consolidated financial statements (unaudited)

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WILSON BANK HOLDING COMPANY

Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies

Newly Issued Not Yet Effective Accounting Standards

Recently Adopted Accounting Standards

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Note 2. Loans and Allowance for Credit Losses

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Loans on Nonaccrual Status

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Past Due Loans

Loan Modifications to Borrowers Experiencing Financial Difficulty

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Note 3. Debt Securities

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Note 4. Derivatives

Derivatives Designated as Fair Value Hedges

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Mortgage Banking Derivatives