TopBuild Corp Stock Compensation Disclosure
14. SHARE-BASED COMPENSATION
Our eligible employees commenced participation in the 2015 LTIP. The 2015 LTIP authorized the Board to grant stock options, stock appreciation rights, restricted shares, restricted share units, performance awards, and dividend equivalents. All grants were made by issuing new shares and no more than 4.0 million shares of common stock may be issued under the 2015 LTIP.
On February 18, 2025, the Board of Directors adopted the 2025 LTIP, which replaces and supersedes the 2015 LTIP for all common stock awards made following its effective date of April 28, 2025. Shares of our common stock remaining available for awards under the previous 2015 LTIP continue to be authorized for future awards under the 2025 LTIP. As of December 31, 2025, we had 1.7 million shares remaining available for issuance under the 2025 LTIP.
Share-based compensation expense is included in selling, general, and administrative expense. The income tax effect associated with share-based compensation awards is included in income tax expense.
The following table presents share-based compensation amounts recognized in our Consolidated Statements of Operations, in thousands:
Year Ended December 31, | |||||||||
2025 | 2024 | 2023 | |||||||
Share-based compensation expense | $ | 16,644 | $ | 16,579 | $ | 15,838 | |||
Income tax (expense)/benefit | $ | (104) | $ | (1,942) | $ | 1,356 | |||
The following table presents a summary of our share-based compensation activity for the year ended December 31, 2025, in thousands, except per share amounts:
RSAs | Stock Options | |||||||||||||||
Number of Shares | | Weighted Average Grant Date Fair Value Per Share | | Number of Shares | | Weighted Average Grant Date Fair Value Per Share | | Weighted Average Exercise Price Per Share | | Aggregate | ||||||
Balance December 31, 2024 | 176.0 | $ | 269.50 | 112.7 | $ | 30.10 | $ | 83.97 | $ | 25,604.9 | ||||||
Granted | 54.8 | 344.06 | — | — | — | — | ||||||||||
Converted/Exercised | (59.3) | 238.26 | (33.9) | 30.72 | 81.89 | 11,144.7 | ||||||||||
Forfeited/Expired | (17.5) | 298.57 | — | — | — | — | ||||||||||
Balance December 31, 2025 | 154.0 | $ | 303.35 | 78.8 | $ | 29.84 | $ | 84.86 | $ | 26,172.9 | ||||||
Exercisable December 31, 2025 (a) | 78.8 | $ | 29.84 | $ | 84.86 | $ | 26,172.9 | |||||||||
| (a) | The weighted average remaining contractual term for vested stock options is 3.6 years. |
Unrecognized compensation expense on unvested RSAs was $19.1 million as of December 31, 2025, with the weighted average remaining compensation expense period of approximately 1.0 years.
Our RSAs with performance-based conditions are evaluated on a quarterly basis with adjustments to compensation expense based on the likelihood of the performance target being achieved or exceeded. The following table shows the range of payouts and the related expense for our outstanding RSAs with performance-based conditions, in thousands:
Payout Ranges and Related Expense | |||||||||||||||
RSAs with Performance-Based Conditions | Grant Date Fair Value | 0% | 25% | 100% | 200% | ||||||||||
February 21, 2023 | $ | 3,709 | $ | - | $ | 927 | $ | 3,709 | $ | 7,418 | |||||
February 21, 2024 | $ | 4,286 | $ | - | $ | 1,072 | $ | 4,286 | $ | 8,572 | |||||
February 18, 2025 | $ | 4,902 | $ | - | $ | 1,226 | $ | 4,902 | $ | 9,804 | |||||
During the first quarter of 2025, RSAs with performance-based conditions that were granted on February 15, 2022 vested based on cumulative three-year achievement of 200%. Total compensation expense recognized over the three-year performance period, net of forfeitures, was $5.8 million.
The fair value of our RSAs with a market-based condition granted under the 2015 LTIP was determined using a Monte Carlo simulation. The following are key inputs in the Monte Carlo analysis for awards granted in 2025, 2024 and 2023:
2025 | 2024 | 2023 | ||||||||||
Measurement period (years) | 2.86 | 2.86 | 2.86 | |||||||||
Risk free interest rate | 4.28 | % | 4.36 | % | 4.42 | % | ||||||
Dividend yield | 0.00 | % | 0.00 | % | 0.00 | % | ||||||
Estimated fair value of market-based RSAs at grant date | $ | 393.39 | $ | 503.68 | $ | 270.64 | ||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 25, 2025 | |
| 2023 | Feb 28, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 22, 2022 | |
| 2020 | Feb 23, 2021 | |
| 2019 | Feb 25, 2020 | |
| 2018 | Feb 26, 2019 | |
| 2017 | Feb 27, 2018 | |
| 2016 | Feb 28, 2017 | |
| 2015 | Mar 3, 2016 | |
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.