EQUINIX INCEQIX
EQUINIX INC Stock Compensation Disclosure
Stock-Based Compensation
Equity Compensation Plans
As of December 31, 2025, our equity compensation plans included:
•2004 Employee Stock Purchase Plan (the "2004 Purchase Plan"): The 2004 Purchase Plan permits eligible employees to purchase common stock on favorable terms via payroll deductions of up to 15% of the employee's cash compensation, subject to certain share and statutory dollar limits. Two overlapping offering periods commence during each calendar year, on each of February 15 and August 15 or such other periods or dates as determined by the Talent, Culture and Compensation Committee of the Board of Directors (the "Compensation Committee") from time to time, and the offering periods last up to 24 months with a purchase date every 6 months. The price of each share purchased is 85% of the lower of a) the fair value per share of common stock on the last trading day before the commencement of the applicable offering period or b) the fair value per share of common stock on the purchase date.
•2020 Equity Incentive Plan: In 2020, both our Board of Directors and our stockholders approved the 2020 Equity Incentive Plan, which provides for the grant of stock options, including incentive stock options and nonqualified stock options, stock appreciation rights, RSAs, RSUs, other stock-based incentive awards, dividend equivalents, and cash-based incentive awards. The 2020 Equity Incentive Plan's awards may be granted to employees, non-employee members of the Board and consultants. Equity awards granted under the 2020 Equity Incentive Plan generally vest over four years. In 2025, both our Board of Directors and our stockholders approved an amendment to the 2020 Equity Incentive Plan, which increased the maximum number of shares of our common stock available for issuance under the 2020 Equity Incentive Plan by 3.3 million shares.
The Equity compensation plans are administered by the Compensation Committee, which may terminate or amend these plans, with approval of the stockholders as may be required by applicable law, at any time. As of December 31, 2025, shares reserved and available for issuance under the equity compensation plans were as follows (in thousands):
| Shares reserved | Shares available for grant | ||||||||||
| 2004 Purchase Plan | 5,392 | 2,058 | |||||||||
| 2020 Equity Incentive Plan | 5,899 | 4,488 | |||||||||
Employee Stock Purchase Plan
We provide the following disclosures for the 2004 Purchase Plan as of December 31 (shares in thousands):
| 2025 | 2024 | 2023 | |||||||||||||||
| Weighted-average purchase price per share | $ | 679.57 | $ | 626.35 | $ | 572.59 | |||||||||||
| Weighted-average grant date fair value per award for shares purchased | $ | 220.49 | $ | 204.93 | $ | 206.83 | |||||||||||
| Number of shares purchased | 139 | 148 | 152 | ||||||||||||||
We use the Black-Scholes option-pricing model to determine the fair value of shares under the 2004 Purchase Plan with the following assumptions during the years ended December 31:
| 2025 | 2024 | 2023 | |||||||||||||||
| Range of dividend yield | 2.07% - 2.14% | 1.98% - 2.10% | 1.69% - 1.78% | ||||||||||||||
| Range of risk-free interest rate | 3.73% - 4.35% | 3.89% - 5.27% | 4.57% - 5.30% | ||||||||||||||
| Range of expected volatility | 20.52% - 32.67% | 21.31% - 29.82% | 26.02% - 34.93% | ||||||||||||||
| Weighted-average expected volatility | 26.59 | % | 26.88 | % | 30.48 | % | |||||||||||
| Weighted-average expected life (in years) | 1.62 | 1.17 | 1.06 | ||||||||||||||
Restricted Stock Units
Since 2008, we primarily grant RSUs to our employees, including executives and non-employee directors. We generally grant RSUs that have a service condition only or have both a service and performance condition. Each RSU is not considered issued and outstanding and does not have voting rights until it is converted into one share of our common stock upon vesting. RSU activity is summarized as follows:
| Number of Shares Outstanding (in thousands) | Weighted Average Grant Date Fair Value per Share | Weighted Average Remaining Contractual Life (in years) | Aggregate Intrinsic Value (1) (in millions) | ||||||||||||||||||||
| RSUs outstanding, December 31, 2022 | 1,446 | $ | 641.51 | ||||||||||||||||||||
| RSUs granted | 991 | 699.07 | |||||||||||||||||||||
| RSUs released, vested | (681) | 644.90 | |||||||||||||||||||||
| RSUs canceled | (204) | 640.68 | |||||||||||||||||||||
| RSUs outstanding, December 31, 2023 | 1,552 | 676.89 | |||||||||||||||||||||
| RSUs granted | 842 | 884.10 | |||||||||||||||||||||
| RSUs released, vested | (688) | 714.66 | |||||||||||||||||||||
| RSUs canceled | (274) | 738.15 | |||||||||||||||||||||
| RSUs outstanding, December 31, 2024 | 1,432 | 768.84 | |||||||||||||||||||||
| RSUs granted | 878 | 825.22 | |||||||||||||||||||||
| RSUs released, vested | (691) | 765.22 | |||||||||||||||||||||
| RSUs canceled | (207) | 769.56 | |||||||||||||||||||||
| RSUs outstanding, December 31, 2025 | 1,412 | $ | 805.59 | 1.27 | $ | 1,081 | |||||||||||||||||
(1)The intrinsic value is calculated based on the closing market value of the stock as of December 31, 2025.
The total fair value of RSUs vested and released during the years ended December 31, 2025, 2024 and 2023 was $585 million, $594 million and $498 million, respectively.
Stock-Based Compensation Expense
The following table presents, by operating expense, our stock-based compensation expense recognized in our consolidated statements of operations for the years ended December 31 (in millions):
| 2025 | 2024 | 2023 | |||||||||||||||
| Cost of revenues | $ | 61 | $ | 58 | $ | 48 | |||||||||||
| Sales and marketing | 96 | 94 | 86 | ||||||||||||||
| General and administrative | 341 | 310 | 273 | ||||||||||||||
| Total | $ | 498 | $ | 462 | $ | 407 | |||||||||||
Our stock-based compensation expense recognized in the consolidated statements of operations was comprised of the following types of equity awards for the years ended December 31 (in millions):
| 2025 | 2024 | 2023 | |||||||||||||||
| RSUs | $ | 471 | $ | 438 | $ | 387 | |||||||||||
| RSAs | — | — | 2 | ||||||||||||||
| Employee stock purchase plan | 27 | 24 | 18 | ||||||||||||||
| Total | $ | 498 | $ | 462 | $ | 407 | |||||||||||
During the years ended December 31, 2025, 2024 and 2023, we capitalized $69 million, $77 million and $60 million, respectively, of stock-based compensation expense as construction in progress in property, plant and equipment.
As of December 31, 2025, the total stock-based compensation cost related to unvested equity awards not yet recognized, net of estimated forfeitures, totaled $909 million, which is expected to be recognized over a weighted-average period of 2.25 years.
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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.