CROWN CASTLE INC.CCI
CROWN CASTLE INC. Stock Compensation Disclosure
Stock-based Compensation
The stock-based compensation expense, net for the Company's discontinued operations was $57 million, $47 million, and $55 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Stock Compensation Plans
Pursuant to stockholder approved plans, the Company may grant stock-based awards to certain employees, consultants or non-employee directors of the Company and its subsidiaries or affiliates. Following the stockholder approval of the 2022 Long-Term Incentive Plan ("2022 LTIP"), no further awards can be made under the 2013 Long-Term Incentive Plan ("2013 LTIP"). As of December 31, 2025, the Company had no shares available for issuance under existing awards, and approximately 0.1 million shares available for issuance under future awards pursuant to the 2013 LTIP and approximately 2.8 million and 11.0 million shares available for issuance under existing and future awards, respectively, pursuant to the 2022 LTIP.
Restricted Stock Units
The Company issues RSUs to certain executives and employees. Each RSU represents a contingent right to receive one share of the Company's common stock subject to satisfaction of the applicable vesting terms. The RSUs granted to certain executives and employees include (1) annual awards that contain only service-based conditions, (2) annual performance awards that vest subject to the achievement of certain performance-based metrics, (3) new hire, promotional or relocation awards that generally contain only service-based vesting conditions and (4) other awards related to specific business initiatives or compensation objectives including retention and merger integration. Generally, such awards vest over periods of approximately three years.
The following is a summary of the RSU activity during the year ended December 31, 2025, inclusive of RSUs granted to executives and employees recorded within discontinued operations.
| RSUs | Weighted Average Grant Date Fair Value | ||||||||||
| (In millions) | |||||||||||
| Outstanding at the beginning of year | 3 | $ | 117.18 | ||||||||
| Granted | 2 | 93.20 | |||||||||
| Vested | (1) | 127.44 | |||||||||
| Forfeited | (1) | 98.90 | |||||||||
| Outstanding at end of year | 3 | $ | 103.51 | ||||||||
The Company granted to its executives and certain other employees, including those recorded in its discontinued operations, approximately 1.6 million, 1.4 million, and 1.6 million RSUs for the years ended December 31, 2025, 2024 and 2023, respectively. The weighted-average grant-date fair value per share of the grants for the years ended December 31, 2025, 2024 and 2023 was $93.20, $107.98 and $126.56 per share, respectively. The weighted-average requisite service period for the RSUs granted during 2025 was approximately 2.2 years.
Of the approximately 1.6 million RSUs granted during the year ended December 31, 2025, (1) approximately 1.2 million RSUs were granted to the Company's executive and certain other employees and generally were subject to time-based vesting conditions, vesting over a three-year period and (2) approximately 0.4 million RSUs were granted to the Company's executives and certain other employees and may vest on the third anniversary of the grant date based upon certain performance and market based conditions as specified in the award agreements. Certain RSU agreements contain provisions that result in forfeiture by the employee of any unvested shares in the event that the Company's common stock does not achieve certain market performance targets. To the extent that the requisite service is rendered, compensation cost for accounting purposes is not reversed; rather, it is recognized regardless of whether or not the market performance target is achieved.
The following table summarizes the assumptions used in the Monte Carlo simulation to determine the grant-date fair value for the RSUs with market conditions granted during the years ended December 31, 2025, 2024 and 2023.
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Risk-free rate | 4.0 | % | 4.4 | % | 4.5 | % | |||||||||||
| Expected volatility | 26.9 | % | 26.7 | % | 26.5 | % | |||||||||||
Within the Company's continuing operations, the Company recognized aggregate stock-based compensation expense related to RSUs of $61 million, $72 million and $94 million for the years ended December 31, 2025, 2024 and 2023,
respectively. The aggregate unrecognized compensation (net of estimated forfeitures) related to RSUs at December 31, 2025 is $49 million and is estimated to be recognized over a weighted-average period of less than one year.
The following table is a summary of the RSUs vested, inclusive of RSUs vested for executives and employees recorded within discontinued operations, during the years ended December 31, 2025, 2024 and 2023.
| Years Ended December 31, | Total Shares Vested | Fair Value on Vesting Date | ||||||||||||
| (In millions of shares) | ||||||||||||||
| 2025 | 1 | $ | 77 | |||||||||||
| 2024 | 1 | 102 | ||||||||||||
| 2023 | 1 | 92 | ||||||||||||
Stock-based Compensation Expense, Net
The following table discloses the components of stock-based compensation expense, net for the Company's continuing operations.
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Stock-based compensation expense, net: | |||||||||||||||||
| Site rental costs of operations | $ | 4 | $ | 4 | $ | 3 | |||||||||||
| Services and other costs of operations | 5 | 6 | 10 | ||||||||||||||
| Selling, general and administrative expenses | 64 | 74 | 89 | ||||||||||||||
| Total stock-based compensation expense, net | $ | 73 | $ | 84 | $ | 102 | |||||||||||
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.