PEABODY ENERGY CORPBTU
PEABODY ENERGY CORP Stock Compensation Disclosure
Share-Based Compensation
The Company has established the Peabody Energy Corporation 2017 Incentive Plan (the 2017 Incentive Plan) for employees, non-employee directors and consultants that allows for the issuance of share-based compensation in various forms including options (including non-qualified stock options and incentive stock options), stock appreciation rights, restricted stock, restricted stock units, deferred stock, performance units, dividend equivalents and cash incentive awards. Under the 2017 Incentive Plan, approximately 14 million shares of the Company’s Common Stock were reserved for issuance. As of December 31, 2025, there are approximately 4.9 million shares of the Company’s Common Stock available for grant.
Share-Based Compensation Expense and Cash Flows
The Company’s share-based compensation expense is recorded in “Operating costs and expenses” and “Selling and administrative expenses” in the consolidated statements of operations. Share-based compensation expense and cash flow amounts were as follows:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| (Dollars in millions) | |||||||||||||||||
| Share-based compensation expense | $ | 13.8 | $ | 7.3 | $ | 6.9 | |||||||||||
| Tax benefit | — | — | — | ||||||||||||||
| Share-based compensation expense, net of tax benefit | $ | 13.8 | $ | 7.3 | $ | 6.9 | |||||||||||
As of December 31, 2025, the total unrecognized compensation cost related to nonvested awards was $14.9 million, which is expected to be recognized over 2.0 years with a weighted-average period of 0.8 years.
Deferred Stock Units
During the years ended December 31, 2025, 2024 and 2023, the Company granted deferred stock units to each of the non-employee members of the Board. The fair value of these units is equal to the market price of the Company’s Common Stock at the date of grant. These deferred stock units generally vest on a monthly basis over 12 months and are settled in Common Stock either three years after the date of grant, or termination from the Board service, whichever is elected by the director.
Restricted Stock Units
The Company grants restricted stock units to certain senior management and non-senior management employees. For units granted to both senior and non-senior management employees containing only service conditions, the fair value of the award is equal to the market price of the Company’s Common Stock at the date of grant. Units granted to senior and non-senior management employees vest at various times (none of which exceed three years) in accordance with the underlying award agreement. Compensation cost for both senior and non-senior management employees is recognized on a straight-line basis over the requisite service period. The payouts for active grants awarded during the years ended December 31, 2025, 2024 and 2023 will be settled in the Company’s Common Stock.
Awards granted to certain senior management employees during the year ended December 31, 2025 contain a performance feature in which the award can be increased by up to 200% based on Adjusted EBITDA results over a two-year period. Awards granted to certain non-senior management employees during the year ended December 31, 2025 contain a performance feature in which the award can be increased by up to 100% based on Adjusted EBITDA results over a two-year period. The incremental shares, which can be increased by up to 411,236 shares as of December 31, 2025 if the performance condition is satisfied, are not included in the table below.
A summary of restricted stock unit activity is as follows:
| Year Ended December 31, 2025 | Weighted Average Grant-Date Fair Value | ||||||||||
| Nonvested at December 31, 2024 | 405,130 | $ | 24.32 | ||||||||
| Granted | 284,737 | 20.78 | |||||||||
| Vested | (144,377) | 24.67 | |||||||||
| Forfeited | (27,489) | 19.24 | |||||||||
| Nonvested at December 31, 2025 | 518,001 | $ | 22.37 | ||||||||
The total fair value at grant date of restricted stock units granted during the years ended December 31, 2025, 2024 and 2023 was $5.9 million, $10.1 million and $5.5 million, respectively.
The restricted stock units receive dividend equivalent units (DEUs) upon payment of cash dividends to holders of Common Stock. DEUs vest subject to the same vesting requirements as the underlying restricted stock unit award. As of December 31, 2025, there were approximately 12,500 nonvested DEUs. The total fair value of restricted stock units and DEUs vested was $3.0 million, $13.1 million and $13.8 million during the years ended December 31, 2025, 2024 and 2023, respectively.
Performance Units
Performance units are typically granted annually in January and vest at the end of a three-year period and are primarily limited to senior management personnel. The performance units are usually subject to the achievement of goals.
The performance units granted during the year ended December 31, 2023 were based on the following conditions: two-year free cash flow and environmental reclamation (performance condition). In addition, the payout of the performance units could have been increased by up to 50% of the award granted if the performance condition was satisfied. There are no incremental shares expected to be granted during the year ended December 31, 2026.
The performance units granted during the year ended December 31, 2024 were based on the following conditions: two-year free cash flow, sales volume and environmental reclamation (performance condition). In addition, the payout of the performance units can be increased or decreased by up to 25% of the award based on three-year stock price performance compared to a custom peer group (market condition). The performance units can be increased by up to a maximum of 100% of the award granted. The incremental shares, which can be increased by up to 147,709 shares as of December 31, 2025 if the performance condition is satisfied, are not included in the table below.
The performance units granted during the year ended December 31, 2025 were based on the following conditions: two-year free cash flow, sales volume and environmental reclamation (performance condition). In addition, the payout of the performance units can be increased or decreased by up to 25% of the award based on three-year stock price performance compared to a custom peer group (market condition). The performance units can be increased by up to a maximum of 100% of the award granted. The incremental shares, which can be increased by up to 195,130 shares as of December 31, 2025 if the performance condition is satisfied, are not included in the table below.
Awards granted during the year ended December 31, 2025 will be settled in the Company's Common Stock. There were 199,566, 176,487, and 531,915 performance units granted during the years ended December 31, 2025, 2024, and 2023, respectively.
A summary of performance unit activity is as follows:
| Year Ended December 31, 2025 | Weighted Average Remaining Contractual Life | ||||||||||
| Nonvested at December 31, 2024 | 274,911 | 1.5 | |||||||||
| Granted | 199,566 | ||||||||||
| Vested | — | ||||||||||
| Forfeited | (9,534) | ||||||||||
| Nonvested at December 31, 2025 | 464,943 | 1.2 | |||||||||
As of December 31, 2025, there were no performance units and DEUs that were vested.
The performance units receive DEUs upon payment of cash dividends to holders of Common Stock. DEUs vest subject to the same vesting requirements as the underlying performance unit award. As of December 31, 2025, there were approximately 17,600 nonvested DEUs.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 19, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Feb 23, 2024 | |
| 2022 | Feb 24, 2023 | |
| 2021 | Feb 18, 2022 | |
| 2020 | Feb 23, 2021 | |
| 2019 | Feb 21, 2020 | |
| 2018 | Feb 27, 2019 | |
| 2017 | Feb 26, 2018 | |
| 2016 | Mar 22, 2017 | |
| 2015 | Mar 16, 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.