Stock-Based Compensation
The Arcosa Inc. 2018 Stock Option and Incentive Plan (the “Plan”) provides for the grant of equity awards, including stock options, restricted stock, restricted stock units, performance shares, and other performance-based awards, to our directors, officers, and employees. The maximum number of shares of Arcosa common stock that may be issued under the Plan is 4.8 million shares.
At December 31, 2025, we had 1.2 million shares available for grant. Any equity awards that have been granted under the Plan that are subsequently forfeited, canceled, or tendered to satisfy tax withholding obligations are added back to the shares available for grant.
The cost of employee services received in exchange for awards of equity instruments is referred to as share-based payments and is based on the grant date fair-value of those awards. Stock-based compensation includes compensation expense, recognized over the applicable vesting periods, for share-based awards. As a result of the spin-off of Arcosa from Trinity Industries, Inc ("Trinity") in 2018, certain Arcosa employees continue to hold restricted shares or units in Trinity common stock. The Company recognizes compensation expense for both the Arcosa awards and the Trinity awards held by our employees. Stock-based compensation totaled $26.4 million, $24.3 million, and $23.9 million for the years ended December 31, 2025, 2024, and 2023, respectively.
The income tax benefit related to stock-based compensation expense was $6.4 million, $6.9 million, and $6.8 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Equity Awards
Equity awards outstanding as of December 31, 2025 consist of restricted stock, restricted stock units, and performance units and generally vest for periods ranging from 1 to 15 years from the date of grant. Certain equity awards vest in their entirety or on a pro-rata basis upon the employee's retirement from the Company and may take into consideration the employee's age and years of service to the Company, as defined more specifically in the Company's award agreements. Equity awards granted to non-employee directors under the Plan generally vest one year from the grant date. At that time, restricted stock is released immediately and restricted stock units are released at the earlier of five years after the vesting date or upon completion of the directors' service to the Company. Expense related to equity awards issued to eligible employees and directors under the Plan is recognized ratably over the vesting period or to the date on which retirement eligibility is achieved, if shorter. Performance units vest and settle in shares of our common stock following the end of a three-year performance period contingent upon the achievement of specific performance goals during the performance period and certification by the Human Resources Committee of the Board of the achievement of the performance goals. Performance units are granted to employees based upon a target level of performance; however, depending upon the achievement of the performance goals during the performance period, performance units may be issued at an amount between 0% and 200% of the target level. Expense related to performance units is recognized ratably over the vesting period. Forfeitures are recognized as reduction to expense in the period in which they occur.
The activity for equity awards held by Arcosa employees for the year ended December 31, 2025 was as follows:
| | | | | | | | | | | | | | | | | |
| Arcosa Equity Awards Held by Arcosa Employees | | Trinity Equity Awards Held by Arcosa Employees | | Weighted Average Grant-Date Fair Value per Award |
| Equity awards outstanding at December 31, 2024 | 768,088 | | | 203,877 | | | $ | 52.37 | |
| Granted | 375,342 | | | — | | | 82.35 | |
| Vested | (423,747) | | | (22,380) | | | 58.20 | |
| Forfeited | (21,858) | | | (3,657) | | | 67.22 | |
| Equity awards outstanding at December 31, 2025 | 697,825 | | | 177,840 | | | $ | 63.95 | |
At December 31, 2025, unrecognized compensation expense related to equity awards totaled $32.3 million, which will be recognized over a weighted average period of 1.9 years. The total vesting-date fair value of shares vested and released was $37.6 million, $35.6 million, and $36.2 million for the years ended December 31, 2025, 2024, and 2023, respectively.