Form of Cash-Settled Stock Appreciation Right Agreement (Directors) under the Wilson Bank Holding Company 2025 Equity Incentive Plan

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.

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:

(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:

(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.

(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.

(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.

(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.

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.