AramarkARMK
Aramark Stock Compensation Disclosure
SHARE-BASED COMPENSATION:
Under various plans, the Company may grant stock options and other equity-based awards to executive, management, and technology. The Company’s approach to long-term incentive compensation contemplates awards of stock options, restricted stock units (RSUs) and performance stock units (PSU).
As of October 3, 2025, the maximum number of shares authorized to be issued under the Company’s stock incentive plans was 45.0 million shares. The Company satisfies vesting of RSUs and PSUs with newly issued shares.
The following table summarizes the share-based compensation expense and related information for Time-Based Options ("TBOs"), RSUs, PSUs and other awards recorded within "Selling and general corporate expenses" on the Consolidated Statements of Income (in millions):
| Fiscal Year Ended | ||||||||||||||||||||
| October 3, 2025 | September 27, 2024 | September 29, 2023 | ||||||||||||||||||
TBOs | $ | 9.3 | $ | 9.7 | $ | 14.3 | ||||||||||||||
| RSUs | 31.5 | 32.5 | 43.5 | |||||||||||||||||
| PSUs | 13.1 | 14.9 | 9.7 | |||||||||||||||||
Other(1) | 4.7 | 5.5 | 8.8 | |||||||||||||||||
| $ | 58.6 | $ | 62.6 | $ | 76.3 | |||||||||||||||
| Taxes related to share-based compensation | $ | 9.5 | $ | 10.2 | $ | 13.0 | ||||||||||||||
Cash Received from Option Exercises | 43.0 | 36.6 | 45.6 | |||||||||||||||||
| (1) | Consists of retention-based options, deferred stock units, employee stock purchase plans and stock appreciation rights. Each of these components are individually insignificant to the share-based compensation expense for fiscal years ending October 3, 2025, September 27, 2024 and September 29, 2023. | ||||
No compensation expense was capitalized. The Company applies an estimated forfeiture assumption of 9.0% per annum based on actual forfeiture activity, which was in effect during each of the fiscal years presented.
The below table summarizes the unrecognized compensation expense as of October 3, 2025 related to non-vested awards and the weighted-average period they are expected to be recognized:
| Unrecognized Compensation Expense (in millions) | Weighted-Average Period (Years) | |||||||||||||
| TBOs | $ | 20.4 | 2.62 | |||||||||||
| RSUs | 69.4 | 2.56 | ||||||||||||
| PSU | 29.6 | 1.80 | ||||||||||||
| Total | $ | 119.4 | ||||||||||||
Stock Options
The Company's annual TBO grants for fiscal 2025, 2024, 2023 and 2022 were awarded in December 2024, November 2023, November 2022 and November 2021, respectively. The fiscal 2025, 2024 and 2023 TBO grants vest solely based upon continued employment over a four year time period. The fiscal 2022 TBO grants vest solely based upon continued employment over a three year time period. All TBOs remain exercisable for 10 years from the date of grant.
The fair value of the TBOs granted was estimated using the Black-Scholes option pricing model. The expected volatility is based on the historic volatility of the Company's stock over the expected term of the stock options. The risk-free rate is based on the United States Treasury security with terms equal to the expected life of the option as of the grant date. Compensation expense for TBOs is recognized on a straight-line basis over the vesting period during which employees perform related services.
The table below presents the weighted average assumptions and related valuations for TBOs:
| Fiscal Year Ended | ||||||||||||||||||||
| October 3, 2025 | September 27, 2024 | September 29, 2023 | ||||||||||||||||||
| Expected volatility | 43% | 43% | 42% | |||||||||||||||||
| Expected dividend yield | 1.04% - 1.17% | 1.19% - 1.35% | 1.39% - 1.64% | |||||||||||||||||
Expected life (in years)(1) | 6.25 | 6.25 | 6.25 | |||||||||||||||||
| Risk-free interest rate | 4.03% - 4.48% | 3.99% - 4.41% | 3.65% - 4.28% | |||||||||||||||||
| Weighted-average grant-date fair value | $17.62 | $12.04 | $11.76 | |||||||||||||||||
| (1) | The expected life represents the period of time that options granted are expected to be outstanding and is calculated using the simplified method as permitted under Securities and Exchange Commission rules and regulations due to the method providing a reasonable estimate in comparison to actual experience. The simplified method uses the midpoint between an option's vesting date and contractual term. | ||||
A summary of TBO activity is presented below:
| Options | Shares (in thousands) | Weighted-Average Exercise Price | Aggregate Intrinsic Value (in thousands) | Weighted-Average Remaining Term (Years) | ||||||||||||||||||||||
| Outstanding at September 27, 2024 | 7,907 | $ | 26.14 | |||||||||||||||||||||||
| Granted | 771 | $ | 40.25 | |||||||||||||||||||||||
| Exercised | (1,560) | $ | 26.02 | |||||||||||||||||||||||
| Forfeited and expired | (80) | $ | 30.20 | |||||||||||||||||||||||
| Outstanding at October 3, 2025 | 7,038 | $ | 27.67 | $ | 80,691 | 5.8 | ||||||||||||||||||||
| Exercisable at October 3, 2025 | 5,063 | $ | 25.58 | $ | 67,967 | 4.8 | ||||||||||||||||||||
| Expected to vest at October 3, 2025 | 1,763 | $ | 32.89 | $ | 11,624 | 8.3 | ||||||||||||||||||||
| Fiscal Year Ended | ||||||||||||||||||||
| October 3, 2025 | September 27, 2024 | September 29, 2023 | ||||||||||||||||||
| Total intrinsic value exercised (in millions) | $ | 21.0 | $ | 15.3 | $ | 12.0 | ||||||||||||||
| Total fair value that vested (in millions) | 10.2 | 10.6 | 15.7 | |||||||||||||||||
Restricted Stock Units
The Company's annual RSU grants for fiscal 2025, 2024, 2023 and fiscal 2022 were awarded in December 2024, November 2023, November 2022 and November 2021, respectively. For the fiscal 2025, 2024 and 2023 grants, 25% of each grant will
vest and be settled in shares on each of the first four anniversaries of the date of grant, subject to the participant's continued employment with the Company through each such anniversary. For the fiscal 2022 grants, 33% of each grant will vest and be settled in shares on each of the first three anniversaries of the date of grant, subject to the participant's continued employment with the Company through each such anniversary. The grant-date fair value of RSUs is based on the fair value of the Company's common stock. Participants holding RSUs will receive the benefit of any dividends paid on shares in the form of additional RSUs. The unvested units are subject to forfeiture if employment is terminated other than due to death, disability or retirement and the units are nontransferable while subject to forfeiture.
| Restricted Stock Units | Units (in thousands) | Weighted Average Grant-Date Fair Value | ||||||||||||
| Outstanding at September 27, 2024 | 3,256 | $ | 28.32 | |||||||||||
| Granted | 1,249 | $ | 40.23 | |||||||||||
| Vested | (1,346) | $ | 27.46 | |||||||||||
| Forfeited | (226) | $ | 32.88 | |||||||||||
| Outstanding at October 3, 2025 | 2,933 | $ | 33.49 | |||||||||||
| Fiscal Year Ended | ||||||||||||||||||||
| October 3, 2025 | September 27, 2024 | September 29, 2023 | ||||||||||||||||||
| Total fair value that vested (in millions) | $ | 36.9 | $ | 37.9 | $ | 57.1 | ||||||||||||||
Performance Stock Units
During fiscal 2025, the Company granted PSUs subject to the level of achievement of adjusted earnings per share, actual return on invested capital and a total shareholder return multiplier for the cumulative performance period of three years and the participant's continued employment with the Company over three years. The Company is accounting for the fiscal 2025 grants as performance-based awards valued utilizing the Monte Carlo Simulation pricing model. The grant-date fair value of the PSUs is based on the fair value of the Company's common stock.
During fiscal 2024 and fiscal 2023, the Company granted PSUs subject to the level of achievement of adjusted revenue growth, adjusted earnings per share, actual return on invested capital and total shareholder return for the cumulative performance period of three years and the participant's continued employment with the Company over four years. The Company is accounting for the fiscal 2024 and fiscal 2023 grants as performance-based awards, with a market condition, valued utilizing the Monte Carlo Simulation pricing model, which calculates multiple potential outcomes for an award and establishes fair value based on the most likely outcome. The grant-date fair value of the PSUs is based on the fair value of the Company's common stock.
| Performance Stock Units | Units (in thousands) | Weighted Average Grant-Date Fair Value | ||||||||||||
| Outstanding at September 27, 2024 | 1,798 | $ | 30.56 | |||||||||||
| Granted | 513 | $ | 41.61 | |||||||||||
| Vested | (698) | $ | 28.82 | |||||||||||
| Forfeited | (21) | $ | 35.73 | |||||||||||
| Outstanding at October 3, 2025 | 1,592 | $ | 36.51 | |||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Nov 25, 2025 | Showing above |
| 2024 | Nov 19, 2024 | |
| 2023 | Nov 21, 2023 | |
| 2022 | Nov 22, 2022 | |
| 2021 | Nov 23, 2021 | |
| 2020 | Nov 24, 2020 | |
| 2019 | Nov 26, 2019 | |
| 2018 | Nov 21, 2018 | |
| 2017 | Nov 22, 2017 | |
| 2016 | Nov 23, 2016 | |
| 2015 | Dec 1, 2015 | |
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.