Apollo Global Management, Inc.APO
Apollo Global Management, Inc. Stock Compensation Disclosure
15. Equity-Based Compensation
Under the Equity Plan, the Company grants equity-based awards to employees. Equity-based awards granted to employees and non-employees as compensation are measured based on the grant date fair value of the award, which considers the public share price of AGM’s common stock subject to certain discounts, as applicable.
The Company grants both service-based and performance-based awards. The estimated total grant date fair value for service-based awards is charged to compensation expense on a straight-line basis over the vesting period, which is generally to five years from the date of grant. Performance-based awards are typically recognized on an accelerated recognition method over the requisite service period to the extent the performance metrics are met or deemed probable. Equity-based awards that do not require future service are expensed immediately.
For the years ended December 31, 2025, 2024 and 2023, the Company recorded equity-based compensation expense of $789 million, $721 million and $1.0 billion, respectively. As of December 31, 2025, there was $650 million of estimated unrecognized compensation expense related to unvested RSU awards. This cost is expected to be recognized over a weighted-average period of 1.9 years.
The following table summarizes the weighted average discounts for service-based grants and performance-based grants:
| Years ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Service-Based Grants: | |||||||||||||||||
Marketability discount for transfer restrictions1 | 5.6 | % | 3.1 | % | 4.1 | % | |||||||||||
| Performance-Based Grants: | |||||||||||||||||
Discount for the lack of distributions until vested2 | 0.1 | % | — | % | 0.2 | % | |||||||||||
Marketability discount for transfer restrictions1 | 16.6 | % | 11.0 | % | 9.7 | % | |||||||||||
1 Based on the Finnerty Model calculation. | |||||||||||||||||
2 Based on the present value of a growing annuity calculation. | |||||||||||||||||
Service-Based Awards
During the years ended December 31, 2025, 2024 and 2023, the Company awarded 4.5 million, 3.7 million and 5.0 million of service-based RSUs, respectively, with a grant date fair value of $674 million, $405 million and $339 million, respectively.
During the years ended December 31, 2025, 2024 and 2023, the Company recorded equity-based compensation expense on service-based RSUs of $533 million, $398 million and $313 million, respectively.
Performance-Based Awards
During the years ended December 31, 2025, 2024, and 2023, the Company awarded 0.8 million, 1.5 million and 1.5 million of performance-based RSUs, respectively, with a grant date fair value of $95 million, $181 million, and $97 million, respectively, which primarily vest subject to continued employment and the Company’s receipt of performance revenues, within prescribed periods, sufficient to cover the associated equity-based compensation expense.
During the years ended December 31, 2025, 2024 and 2023, the Company recorded equity-based compensation expense on performance-based awards of $147 million, $260 million and $175 million, respectively.
During the years ended December 31, 2025, 2024 and 2023, the Company issued equity awards where the number of shares to be issued is variable based on the achievement of specified performance targets. Compensation expense is recognized over the performance period based upon the probable outcome of the performance condition and the performance-based compensation is classified as a liability, and therefore, the fair value of these awards is remeasured each reporting period. Given the number of shares to be issued in settlement of these awards is not yet known, the tables below exclude the impact of these awards.
In December 2021, the Company awarded one-time grants to the then Co-Presidents of AAM of 6.0 million RSUs which vest on a cliff basis subject to continued employment over five years, with 2.0 million of those RSUs also subject to the Company’s achievement of certain fee related earnings and spread related earnings per share metrics. During the year ended December 31, 2025, the Company recorded equity-based compensation expense of $80 million for these one-time grants of which $56 million is related to service-based awards and $24 million is related to performance-based awards.
The following table summarizes RSU activity:
| Unvested | Weighted Average Grant Date Fair Value | Vested | Total Number of RSUs Outstanding | ||||||||||||||||||||
| Balance at January 1, 2025 | 14,635,028 | $ | 70.03 | 21,337,132 | 35,972,160 | ||||||||||||||||||
Granted 1 | 4,836,147 | 145.46 | 484,317 | 5,320,464 | |||||||||||||||||||
| Forfeited | (336,104) | 103.87 | (14,566) | (350,670) | |||||||||||||||||||
| Vested | (6,087,882) | 99.06 | 6,087,882 | — | |||||||||||||||||||
| Issued | — | — | (8,456,823) | (8,456,823) | |||||||||||||||||||
| Balance at December 31, 2025 | 13,047,189 | $ | 81.72 | 19,437,942 | 32,485,131 | ||||||||||||||||||
1 Includes 0.2 million unvested RSUs with a fair value of $26 million converted as part of the Bridge acquisition.
Restricted Stock Awards
The Company also grants certain restricted stock awards tied to profit sharing arrangements. During the years ended December 31, 2025, 2024 and 2023, the Company awarded 0.4 million, 0.4 million and 0.6 million shares of restricted stock, respectively, relating to profit sharing arrangements with a grant date fair value of $56 million, $52 million and $41 million, respectively.
During the years ended December 31, 2025, 2024 and 2023, the Company recorded equity-based compensation expense related to restricted stock awards of $80 million, $46 million and $46 million, respectively. During the year ended December 31, 2025, there was $88 million of total unrecognized equity-based compensation expense related to unvested restricted stock awards, which is expected to be recognized over a weighted-average term of 1.7 years.
The following table summarizes restricted stock award activity:
| Unvested | Weighted Average Grant Date Fair Value | Vested | Total Shares of Restricted Stock Outstanding | ||||||||||||||||||||
Balance at January 1, 2025 | 707,801 | $ | 85.48 | 474,922 | 1,182,723 | ||||||||||||||||||
Granted1 | 1,013,465 | 136.96 | — | 1,013,465 | |||||||||||||||||||
| Forfeited | (14,804) | 118.26 | — | (14,804) | |||||||||||||||||||
| Vested | (359,771) | 95.84 | 359,771 | — | |||||||||||||||||||
Issued2 | — | (359,771) | (359,771) | ||||||||||||||||||||
Balance at December 31, 2025 | 1,346,691 | $ | 111.81 | 474,922 | 1,821,613 | ||||||||||||||||||
1 Includes 0.6 million RSAs with a fair value of $83 million converted in connection with the Bridge acquisition. | |||||||||||||||||||||||
2 Refers to issued shares that became freely transferable in 2025. | |||||||||||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Feb 24, 2025 | |
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.