Equitable Holdings, Inc.EQH
Equitable Holdings, Inc. Stock Compensation Disclosure
SHARE-BASED COMPENSATION PROGRAMS
Compensation costs for share-based payment arrangements as further described herein are as follows:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| (in millions) | |||||||||||||||||
Performance Shares | $ | 17 | $ | 22 | $ | 15 | |||||||||||
Stock Options | — | — | — | ||||||||||||||
Restricted Stock Units | 244 | 288 | 278 | ||||||||||||||
Other compensation plans | 1 | 3 | 1 | ||||||||||||||
Total compensation expenses | $ | 262 | $ | 313 | $ | 294 | |||||||||||
Income Tax Benefit | $ | 69 | $ | 68 | $ | 58 | |||||||||||
Since 2018, Holdings has granted equity awards under the Equitable Holdings, Inc. 2018 Omnibus Incentive Plan and the Equitable Holdings, Inc. 2019 Omnibus Incentive Plan (together the “Omnibus Plans”) which were adopted by Holdings on April 25, 2018 and February 28, 2019 respectively. Awards under the Omnibus Plans are linked to Holdings’ common stock. As of December 31, 2025, the common stock reserved and available for issuance under the Omnibus Plans was 30 million shares. Holdings may issue new shares or use common stock held in treasury for awards linked to Holdings’ common stock.
Retirement and Protection
Equity awards for R&P employees, financial professionals and directors in 2025, 2024 and 2023 were granted under the Omnibus Plans. All grants discussed in this section will be settled in shares of Holdings’ common stock.
For awards with graded vesting schedules and service-only vesting conditions, including Holdings RSUs and other forms of share-based payment awards, the Company applies a straight-line expense attribution policy for the recognition of compensation cost. Actual forfeitures with respect to the 2025, 2024, and 2023 grants were considered immaterial in the recognition of compensation cost.
Annual Awards
Each year, the Compensation Committee of the Holdings’ Board of Directors approves an equity-based award program with awards under the program granted at its regularly scheduled meeting in February. Annual awards under Holdings’ equity programs for 2025, 2024, and 2023 consisted of a mix of equity vehicles including Holdings RSUs and Holdings performance shares. If Holdings pays any ordinary dividend in cash, all outstanding Holdings RSUs and performance shares will accrue dividend equivalents in the form of additional Holdings RSUs or performance shares to be settled or forfeited consistent with the terms of the related award.
Holdings RSUs
Holdings RSUs granted to R&P employees under an annual program vest ratably in equal annual installments over a three-year period. The fair value of the awards was measured using the closing price of the Holdings share on the grant date, and the resulting compensation expense will be recognized over the shorter of the vesting term or the period up to the date at which the participant becomes retirement eligible, but not less than one year.
Holdings Performance Shares
Holding performance shares granted to R&P employees are subject to performance conditions and a three-year cliff-vesting.
•The 2024 and 2025 performance shares grants consist of two distinct tranches; one based on the Company’s 3-year growth rate on Non-GAAP Operating earnings per share (the “Non-GAAP Operating EPS performance shares”) and the other based on the Holdings’ relative total shareholder return targets (the “TSR Performance Shares”), each comprising approximately one-half of the award. Participants may receive from 0% to 200% of the unearned performance shares granted.
The grant-date fair value of the Non-GAAP Operating EPS performance shares is established once all applicable Non-GAAP Operating EPS performance shares targets are determined and approved. The fair value of the awards was measured using the closing price of the Holdings share on the grant date. The aggregate grant-date fair value of the unearned Non-GAAP Operating EPS performance shares will be recognized as compensation expense over the shorter of the cliff-vesting period or the period up to the date at which the participant becomes retirement eligible, but not less than one year.
•The 2023 performance share grant consists of one tranche based on the Holdings’ relative total shareholder return targets (the “TSR Performance Shares”). Participants may receive from 0% to 200% of the unearned performance shares granted.
The grant-date fair value of the TSR Performance Shares granted in 2025, 2024, and 2023 were measured using a Monte Carlo approach with the following weighted-average assumptions:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Weighted-average assumptions used: | |||||||||||||||||
| Risk-free interest rate | 4.31 | % | 4.40 | % | 4.31 | % | |||||||||||
| Annualized volatility | 31.36 | % | 32.72 | % | 49.10 | % | |||||||||||
Under the Monte Carlo approach, stock returns were simulated for Holdings and the selected peer companies to estimate the payout percentages established by the conditions of the award. The aggregate grant-date fair value of the unearned TSR Performance Shares will be recognized as compensation expense over the shorter of the cliff-vesting period or the period up to the date at which the participant becomes retirement eligible, but not less than one year.
Director Awards
Holdings makes annual grants of unrestricted Holdings shares to non-employee directors of Holdings, Equitable Financial and Equitable America. The fair value of these awards was measured using the closing price of Holdings shares on the grant date. These awards immediately vest and all compensation expense is recognized at the grant date.
Asset Management
Employees and directors in our Asset Management business participate in several unfunded long-term incentive compensation plans maintained by AB. Awards under these plans are linked to AB Holding Units.
Under the AB 2017 Long Term Incentive Plan (“2017 Plan”), which was adopted at a special meeting of AB Holding Unit holders held on September 29, 2017, the following forms of awards may be granted to AB employees and Directors: (i) restricted AB Holding Units or phantom restricted AB Holding Units (a “phantom” award is a contractual right to receive AB Holding Units at a later date or upon a specified event); (ii) options to buy AB Holding Units; and (iii) other AB Holding Unit-based awards (including, without limitation, AB Holding Unit appreciation rights and performance awards). The 2017 Plan will expire on September 30, 2027, and no awards under the 2017 Plan will be made after that date. Under the 2017 Plan, the aggregate number of AB Holding Units with respect to which awards may be granted is 60.0 million, including no more than 30.0 million newly-issued AB Holding Units.
AB engages in open-market purchases of AB Holding Units to help fund anticipated obligations under its long-term incentive compensation plans and for other corporate purposes. During 2025, 2024, and 2023 AB purchased 4.1 million, 4.5 million and 4.7 million AB Holding Units for $162 million, $156 million and $144 million, respectively. These amounts reflect open-market purchases of 1.9 million, 1.8 million and 2.0 million AB Holding Units for $72 million, $60 million and $63 million, respectively, with the remainder relating to purchases of AB Holding Units from AB employees to allow them to fulfill statutory tax withholding requirements at the time of distribution of long-term incentive compensation awards, offset by AB Holding Units purchased by AB employees as part of a distribution reinvestment election.
During 2025, 2024, and 2023 AB granted 5.8 million, 5.9 million and 5.6 million restricted AB Holding units to AB employees and directors, respectively.
During 2025, 2024, and 2023 AB Holding had no options issued and exercised.
During 2025, 2024, and 2023 no options to buy AB Holding Units had been granted and 39 million, 36 million and 33 million, respectively, AB Holding Units, net of withholding tax requirements, were subject to other AB Holding Unit awards made under the 2017 Plan or an equity compensation plan with similar terms that was canceled in 2017. AB Holding Unit-based awards (including options) in respect of 21 million, 24 million and 27 million, AB Holding Units were available for grant as of December 31, 2025, 2024 and 2023, respectively.
Summary of Stock Option Activity
A summary of activity in the Holdings and AXA option plans during 2025 as follows:
Options Outstanding | |||||||||||||||||||||||
EQH Shares | AXA Ordinary Shares | ||||||||||||||||||||||
Number Outstanding (in 000’s) | Weighted Average Exercise Price | Number Outstanding (in 000’s) | Weighted Average Exercise Price | ||||||||||||||||||||
Options outstanding as of beginning of period | 1,133 | $ | 22.33 | 133 | € | 21.56 | |||||||||||||||||
| Options granted | — | — | — | — | |||||||||||||||||||
| Options exercised | (538) | 22.37 | (133) | 21.56 | |||||||||||||||||||
| Options forfeited, net | — | — | — | — | |||||||||||||||||||
| Options expired | — | — | — | — | |||||||||||||||||||
Options outstanding as of end of period | 595 | $ | 22.29 | — | € | — | |||||||||||||||||
| Aggregate intrinsic value (1) | $ | 15,084 | € | — | |||||||||||||||||||
| Weighted average remaining contractual term (in years) | 3.78 | 0.00 | |||||||||||||||||||||
| Options exercisable at December 31, 2025 | 595 | $ | 22.29 | — | € | — | |||||||||||||||||
_______________
(1) Aggregate intrinsic value, presented in thousands, is calculated as the excess of the closing market price on December 31, 2025 of the respective underlying shares over the strike prices of the option awards. For awards with strike prices higher than market prices, intrinsic value is shown as zero.
During years ended December 31, 2025, 2024, and 2023, there were no stock options granted.
Summary of Restricted Stock Unit Award Activity
The market price of a Holdings share is used as the basis for the fair value measure of a Holdings RSU. For purposes of determining compensation cost for stock-settled Holdings RSUs, fair value is fixed at the grant date until settlement, absent modification to the terms of the award.
As of December 31, 2025, approximately 2.2 million Holdings RSUs remain unvested. Unrecognized compensation cost related to these awards totaled approximately $34 million and is expected to be recognized over a weighted-average period of 1.5 years.
As of December 31, 2025, approximately 12 million AB Holding Unit awards remain unvested. Unrecognized compensation cost related to these awards totaled approximately $98 million is expected to be recognized over a weighted-average period of 4.6 years.
The following table summarizes Holdings restricted share units activity for 2025.
Shares of Holdings Restricted Stock Units (in 000’s) | Weighted-Average Grant Date Fair Value | ||||||||||
Unvested, beginning of period | 2,695 | $ | 33.54 | ||||||||
| Granted | 920 | 53.29 | |||||||||
| Forfeited | (82) | 39.56 | |||||||||
| Vested | (1,293) | 33.68 | |||||||||
Unvested as of December 31, 2025 | 2,240 | $ | 41.27 | ||||||||
Summary of Performance Award Activity
As of December 31, 2025, approximately 1.3 million Holdings awards remain unvested. Unrecognized compensation cost related to these awards totaled approximately $11 million and is expected to be recognized over a weighted-average period of 1.4 years.
The following table summarizes Holdings performance awards activity for 2025.
Shares of Holdings Performance Awards (in 000’s) | Weighted-Average Grant Date Fair Value | ||||||||||
Unvested, beginning of period | 1,336 | $ | 36.46 | ||||||||
| Granted | 348 | 64.65 | |||||||||
| Forfeited | (7) | 35.81 | |||||||||
| Vested | (612) | 37.00 | |||||||||
Performance Adjustment (1) | 202 | — | |||||||||
Unvested as of December 31, 2025 | 1,267 | $ | 44.05 | ||||||||
_______________
(1)Represents the difference between the target shares granted and the actual shares vested based upon the achievement level of performance measures.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Feb 24, 2025 | |
| 2023 | Feb 26, 2024 | |
| 2022 | Feb 21, 2023 | |
| 2021 | Feb 22, 2022 | |
| 2020 | Feb 24, 2021 | |
| 2019 | Feb 27, 2020 | |
| 2018 | Mar 8, 2019 | |
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.