AMERICAN TOWER CORP /MA/AMT
AMERICAN TOWER CORP /MA/ Stock Compensation Disclosure
STOCK-BASED COMPENSATION
Summary of Stock-Based Compensation Plans—The Company maintains equity incentive plans that provide for the grant of stock-based awards to its directors, officers and employees. The Company’s 2007 Equity Incentive Plan, as amended (the “2007 Plan”), provides for the grant of non-qualified and incentive stock options, as well as restricted stock units, restricted stock and other stock-based awards. Exercise prices for non-qualified and incentive stock options are not less than the fair value of the underlying common stock on the date of grant. Equity awards typically vest ratably. Awards granted prior to March 10, 2023 generally vest over four years for RSUs and stock options. In December 2022, the Compensation Committee changed the terms of its awards to generally vest over three years. The change in vesting terms is applicable for new awards granted beginning on March 10, 2023 and does not change the vesting terms applicable to grants awarded prior to March 10, 2023. PSUs generally vest over three years. Stock options generally expire ten years from the date of grant. As of December 31, 2025, the Company had the ability to grant stock-based awards with respect to an aggregate of 2.7 million shares of common stock under the 2007 Plan. In addition, the Company maintains an employee stock purchase plan (the “ESPP”) pursuant to which eligible employees may purchase shares of the Company’s common stock on the last day of each bi-annual offering period at a 15% discount from the lower of the closing market value on the first or last day of such offering period. The offering periods run from June 1 through November 30 and from December 1 through May 31 of each year.
During the years ended December 31, 2025, 2024 and 2023, the Company recorded the following stock-based compensation expenses in selling, general, administrative and development expense:
| 2025 (2) | 2024 (2) | 2023 (3) | |||||||||||||||
| Stock-based compensation expense (1) | $ | 174.2 | $ | 192.7 | $ | 183.3 | |||||||||||
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(1)For the year ended December 31, 2025, includes the reversal of $7.1 million of previously recognized stock-based compensation expense associated with awards forfeited in connection with the departure of the Company’s former Executive Vice President and President, APAC due to such role being eliminated. For the years ended December 31, 2024 and 2023, excludes $10.9 million and $12.4 million, respectively, of stock-based compensation expense related to ATC TIPL (as defined in note 21), which is included in Loss from discontinued operations, net of taxes in the accompanying consolidated statements of operations.
(2)For the years ended December 31, 2025 and 2024, includes $4.7 million and $11.5 million, respectively, of accelerated stock-based compensation expense related to unvested and outstanding awards for certain former employees that vested upon termination in accordance with the Company’s severance plan.
(3)For the year ended December 31, 2023, excludes $7.6 million of stock-based compensation expense related to severance incurred as part of the Company’s restructuring plan as discussed in note 15 recorded in Other operating expense in the accompanying consolidated statements of operations.
Stock Options—There were no options granted during the years ended December 31, 2025, 2024 and 2023. The fair values of previously granted stock options were estimated on the date of grant using the Black-Scholes option pricing model based on the assumptions at the date of grant.
The intrinsic value of stock options exercised during the years ended December 31, 2025, 2024 and 2023 was $31.0 million, $43.3 million and $9.3 million, respectively. As of December 31, 2025, there was no unrecognized compensation expense related to unvested stock options. The amount of cash received from the exercise of stock options was $26.8 million during the year ended December 31, 2025.
The Company’s option activity for the year ended December 31, 2025 was as follows (share and per share data disclosed in full amounts):
| Options | Weighted Average Exercise Price Per Share | Weighted Average Remaining Life (Years) | Aggregate Intrinsic Value | |||||||||||||||||||||||
| Outstanding as of January 1, 2025 | 416,672 | $ | 94.79 | |||||||||||||||||||||||
| Granted | — | — | ||||||||||||||||||||||||
| Exercised | (283,049) | 94.77 | ||||||||||||||||||||||||
| Forfeited | — | — | ||||||||||||||||||||||||
| Expired | — | — | ||||||||||||||||||||||||
| Outstanding as of December 31, 2025 | 133,623 | $ | 94.82 | 0.2 | $ | 10.8 | ||||||||||||||||||||
| Exercisable as of December 31, 2025 | 133,623 | $ | 94.82 | 0.2 | $ | 10.8 | ||||||||||||||||||||
| Vested as of December 31, 2025 | 133,623 | $ | 94.82 | 0.2 | $ | 10.8 | ||||||||||||||||||||
The following table sets forth information regarding options outstanding at December 31, 2025 (share and per share data disclosed in full amounts):
| Options Outstanding | Options Exercisable | |||||||||||||||||||||||||||||||
| Range of Exercise Price Per Share | Outstanding Number of Options | Weighted Average Exercise Price Per Share | Weighted Average Remaining Life (Years) | Options Exercisable | Weighted Average Exercise Price Per Share | |||||||||||||||||||||||||||
$94.71 - $106.15 | 133,623 | $ | 94.82 | 0.2 | 133,623 | $ | 94.82 | |||||||||||||||||||||||||
$94.71 - $106.15 | 133,623 | $ | 94.82 | 0.2 | 133,623 | $ | 94.82 | |||||||||||||||||||||||||
Restricted Stock Units and Performance-Based Restricted Stock Units—The Company’s RSU and PSU activity for the year ended December 31, 2025 was as follows (share and per share data disclosed in full amounts):
| RSUs | Weighted Average Grant Date Fair Value | PSUs | Weighted Average Grant Date Fair Value | ||||||||||||||||||||
| Outstanding as of January 1, 2025 (1) | 1,460,702 | $ | 208.09 | 339,268 | $ | 212.03 | |||||||||||||||||
| Granted (2) | 625,616 | 212.46 | 148,305 | 212.40 | |||||||||||||||||||
| Vested and Released (3) | (740,247) | 208.27 | (133,034) | 232.80 | |||||||||||||||||||
| Forfeited (4) | (62,402) | 211.29 | (21,138) | 199.61 | |||||||||||||||||||
| Outstanding as of December 31, 2025 | 1,283,669 | $ | 209.96 | 333,401 | $ | 204.70 | |||||||||||||||||
| Expected to vest as of December 31, 2025 | 1,283,669 | $ | 209.96 | 333,401 | $ | 204.70 | |||||||||||||||||
| Vested and deferred as of December 31, 2025 (5) | 21,664 | $ | 208.04 | — | $ | — | |||||||||||||||||
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(1)PSUs consist of the target number of shares issuable at the end of the three-year performance period for the 2024 PSUs and the 2023 PSUs (each as defined below), or 87,550 shares and 118,684 shares, respectively, the shares issuable at the end of the three-year performance period for the PSUs granted in 2022 (the “2022 PSUs”) based on achievement against the performance metrics for the three-year performance period, or 133,034 shares.
(2)PSUs consist of the target number of shares issuable at the end of the three-year performance period for the 2025 PSUs (as defined below), or 86,911 shares. PSUs also include the shares above target that are issuable for the 2023 PSUs at the end of the three-year performance cycle based on exceeding the performance metric for the three-year performance period, or 61,394 shares.
(3)PSUs consist of shares vested pursuant to the 2022 PSUs. There are no additional shares to be earned related to the 2022 PSUs.
(4)PSUs consist of shares forfeited in connection with the departure of the Company’s former Executive Vice President and President, APAC due to such role being eliminated, which includes the target number of shares issuable at the end of the three-year performance period for the 2024 PSUs and the 2023 PSUs pursuant to the terms of the award agreements.
(5)Vested and deferred RSUs are related to deferred compensation for certain former employees.
The total fair value of RSUs and PSUs that vested during the year ended December 31, 2025 was $183.6 million.
Restricted Stock Units—As of December 31, 2025, total unrecognized compensation expense related to unvested RSUs granted under the 2007 Plan was $106.7 million and is expected to be recognized over a weighted average period of approximately one year. Vesting of RSUs is subject generally to the employee’s continued employment or death, disability or qualified retirement (each as defined in the applicable RSU award agreement). RSUs will accrue dividend equivalents prior to vesting, which will be paid out only in respect of shares that actually vest.
Performance-Based Restricted Stock Units—During the year ended December 31, 2025, the Compensation Committee granted an aggregate of 86,911 PSUs (the “2025 PSUs”) to its executive officers and established the performance and market metrics for these awards. During the years ended December 31, 2024 and 2023, the Compensation Committee granted an aggregate of 87,550 PSUs (the “2024 PSUs”) and 118,684 PSUs (the “2023 PSUs”), respectively, to its executive officers and established the performance metrics for these awards.
Threshold, target and maximum parameters were established for the metrics for a three-year performance period with respect to each of the 2025 PSUs, the 2024 PSUs and the 2023 PSUs and will be used to calculate the number of shares that will be issuable when each award vests, which may range from zero to 200% of the target amounts. At the end of each three-year performance period, the number of shares that vest will depend on the degree of achievement against the pre-established goals. PSUs will be paid out in common stock at the end of each performance period, subject generally to the executive’s continued employment or death, disability or qualified retirement (each as defined in the applicable PSU award agreement). PSUs will accrue dividend equivalents prior to vesting, which will be paid out only in respect of shares that actually vest.
Certain of the 2025 PSUs and the 2024 PSUs include a market condition component based on relative total shareholder return as measured against the REIT constituents included in the S&P 500 Index. For the component of the 2025 PSUs and the 2024 PSUs subject to a market condition, fair value is determined using a Monte Carlo simulation model, which uses multiple input variables to determine the probability of satisfying the market condition requirements. The grant date fair value of the market condition component of the 2025 PSUs and the 2024 PSUs is $286.21 and $216.11, respectively.
Key assumptions used to apply this pricing model were as follows:
| 2025 | 2024 | ||||||||||
| Expected term (years) | 2.81 | 2.81 | |||||||||
| Risk-free interest rate | 3.91 | % | 4.31 | % | |||||||
| Annualized volatility | 27.91 | % | 26.75 | % | |||||||
During the year ended December 31, 2025, the Company’s Executive Vice President and President, APAC departed the Company due to such role being eliminated. As the conditions for vesting pursuant to the terms of the award agreements for such executive’s 2024 PSUs and 2023 PSUs were not met, the awards were forfeited. Accordingly, the Company reversed $5.3 million of previously recognized stock-based compensation expense associated with these awards.
During the year ended December 31, 2025, the Company recorded $23.9 million in stock-based compensation expense for equity awards in which the performance goals have been established and were probable of being achieved. The remaining unrecognized compensation expense related to these awards at December 31, 2025 was $1.3 million based on the Company’s current assessment of the probability of achieving the performance goals. The weighted-average period over which the cost will be recognized is approximately one year.
ATC TIPL Transaction—Upon completion of the ATC TIPL Transaction (as defined in note 21), RSUs granted to certain employees in India that were unvested and outstanding immediately vested. The Company recognized $5.3 million of accelerated stock-based compensation expense for these awards during the year ended December 31, 2024, which is included in Loss from discontinued operations, net of taxes.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2017 | Feb 28, 2018 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.