GENERAC HOLDINGS INC. Stock Compensation Disclosure
| 17. | Share Plans |
The Company adopted an equity incentive plan (the 2010 Plan) on February 10, 2010, in connection with its initial public offering. The 2010 Plan, as amended, allowed for the grant of up to 9.1 million share-based awards to executives, directors, and employees. Awards available for grant under the 2010 Plan included stock options, stock appreciation rights, restricted stock, other share-based awards and performance-based compensation awards. New grants under the 2010 Plan ceased in June 2019. Total share-based compensation expense related to the 2010 Plan, net of estimated forfeitures, was $0, $0, and $309 for the years ended December 31, 2025, 2024 and 2023, respectively, which is recorded in operating expenses in the consolidated statements of comprehensive income.
On June 13, 2019, the stockholders of Generac Holdings Inc. approved the Company’s 2019 Equity Incentive Plan (the 2019 Plan). The 2019 Plan allows for the grant of up to 2.7 million share-based awards to executives, directors, and employees. Awards available for grant under the 2019 Plan include stock options, stock appreciation rights, restricted stock, other share-based awards and performance-based compensation awards. On June 13, 2024, the stockholders of Generac Holdings Inc. approved an amendment to the 2019 Plan to increase the number of shares available for issuance by 3.9 million. Total share-based compensation expense related to the 2019 Plan, net of estimated forfeitures, was $49,947, $49,248, and $35,183 for the years ended December 31, 2025, 2024 and 2023, respectively, which is recorded in operating expenses in the consolidated statements of comprehensive income.
Stock Options - Stock options granted in 2025 have an exercise price of $135.79 per share; stock options granted in 2024 have an exercise price between $112.45 and $147.41 per share; and stock options granted in 2023 have an exercise price between $110.86 and $119.57 per share. Stock options vest in equal installments over years, subject to the grantee’s continued employment or service and expire years after the date of grant.
Stock option exercises can be net-share settled such that the Company withholds shares with value equivalent to the exercise price of the stock option awards plus the employees’ minimum statutory obligation for the applicable income and other employment taxes. Total shares withheld were 0, 9,701, and 31,030 for the years ended December 31, 2025, 2024 and 2023, respectively, and were based on the value of the stock on the exercise dates. The net-share settlement has the effect of share repurchases by the Company as they reduce the number of shares that would have otherwise been issued.
Employees can also utilize a cashless for cash exercise of stock options, such that all exercised shares will be sold in the market immediately. Cash equivalent to the exercise price of the awards plus the employees’ minimum statutory tax obligations is remitted to the Company, with the remaining cash being transferred to the employee. Total net proceeds to the Company from the cashless for cash exercise of stock options were $4,860, $27,558, and $7,815 for the years ended December 31, 2025, 2024 and 2023, respectively, and are reflected as a financing activity in the consolidated statements of cash flows.
Total payments made by the Company to the taxing authorities for the employees’ tax obligations related to stock option exercises were $1,154, $13,672, and $4,895 for the years ended December 31, 2025, 2024 and 2023, respectively, and are reflected as a financing activity in the consolidated statements of cash flows.
The grant-date fair value of each option grant is estimated using the Black-Scholes-Merton option pricing model. The fair value is then amortized on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. Expected volatility is calculated based on an analysis of historic volatility of the Company’s stock price. The average expected life is based on the contractual term of the option using the simplified method. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant. The compensation expense recognized is net of estimated forfeitures. Forfeitures are estimated based on actual share option forfeiture history and are trued up upon vesting based on actual forfeiture activity.
The weighted-average assumptions used in the Black-Scholes-Merton option pricing model for 2025, 2024 and 2023 are as follows:
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Weighted average grant date fair value per share | $ | 72.16 | $ | 59.30 | $ | 57.73 | ||||||
| Assumptions: | ||||||||||||
| Expected stock price volatility | 50 | % | 49 | % | 45 | % | ||||||
| Risk free interest rate | 4.10 | % | 4.19 | % | 3.64 | % | ||||||
| Expected annual dividend per share | $ | - | $ | - | $ | - | ||||||
| Expected life of options (years) | 6.25 | 6.25 | 6.25 | |||||||||
A summary of the Company’s stock option activity and related information for the years ended December 31, 2025, 2024 and 2023 is as follows:
| Number of Options | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value ($ in thousands) | |||||||||||||
| Outstanding as of December 31, 2022 | 1,268,404 | 81.35 | 4.9 | $ | 47,764 | |||||||||||
| Granted | 208,392 | 119.31 | ||||||||||||||
| Exercised | (159,316 | ) | 42.46 | |||||||||||||
| Forfeited | (33,144 | ) | 185.81 | |||||||||||||
| Outstanding as of December 31, 2023 | 1,284,336 | 89.64 | 5.0 | $ | 75,587 | |||||||||||
| Granted | 118,681 | 112.66 | ||||||||||||||
| Exercised | (310,201 | ) | 57.20 | |||||||||||||
| Forfeited | (63,265 | ) | 152.06 | |||||||||||||
| Outstanding as of December 31, 2024 | 1,029,551 | 96.10 | 4.9 | $ | 78,310 | |||||||||||
| Granted | 62,817 | 135.79 | ||||||||||||||
| Exercised | (41,070 | ) | 90.23 | |||||||||||||
| Forfeited | (41,564 | ) | 183.49 | |||||||||||||
| Outstanding as of December 31, 2025 | 1,009,734 | 95.28 | 4.0 | $ | 58,823 | |||||||||||
| Exercisable as of December 31, 2025 | 792,351 | 84.65 | 3.0 | $ | 55,872 | |||||||||||
As of December 31, 2025, there was $9,334 of total unrecognized compensation cost, net of expected forfeitures, related to unvested options. The cost is expected to be recognized over the remaining service period, having a weighted-average period of 2.2 years. Total share-based compensation cost related to stock options for the years ended December 31, 2025, 2024 and 2023 was $6,910, $8,122, and $8,229, respectively, which is recorded in operating expenses in the consolidated statements of comprehensive income.
Restricted Stock – Restricted stock awards vest in equal installments over years, subject to the grantee’s continued employment or service. Certain restricted stock awards also include performance shares, whereby the number of performance shares that can be earned are contingent upon Company performance measures over a -year period. Performance measures are based on a weighting of a number of financial metrics, from which grantees may earn from 0% to 200% of their target performance share award. The performance period for the 2023 awards covers the years 2023 through 2025. The performance period for the 2024 awards covers the years 2024 through 2026. The performance period for the 2025 awards covers the years 2025 through 2027. The Company estimates the number of performance shares that will vest based on projected financial performance. The fair value of restricted awards is determined based on the market value of the Company's stock on the grant date. The fair market value of the restricted awards at the time of the grant is amortized to expense over the period of vesting. The compensation expense recognized for restricted share awards is net of estimated forfeitures and is trued up upon vesting based on actual forfeiture activity.
All restricted stock vesting is net-share settled such that, upon vesting, the Company withholds shares with value equivalent to the employees’ minimum statutory tax obligation, and then pays the cash to the taxing authorities on behalf of the employees. In effect, the Company repurchases these shares and classifies them as treasury stock. Total shares withheld were 91,087, 78,465, and 50,577 for the years ended December 31, 2025, 2024 and 2023, respectively, and were based on the value of the stock on the vesting dates. Total payments made by the Company to the taxing authorities for the employees’ tax obligations related to restricted stock vesting were $13,130, $11,097, and $6,002 for the years ended December 31, 2025, 2024 and 2023, respectively, and are reflected as a financing activity within the consolidated statements of cash flows.
A summary of the Company's restricted stock activity for the years ended December 31, 2025, 2024 and 2023 is as follows:
| Shares | Weighted-Average Grant-Date Fair Value | |||||||
| Non-vested as of December 31, 2022 | 378,298 | $ | 203.04 | |||||
| Granted | 425,099 | 117.62 | ||||||
| Vested | (133,222 | ) | 175.94 | |||||
| Forfeited | (44,789 | ) | 213.80 | |||||
| Non-vested as of December 31, 2023 | 625,386 | 153.01 | ||||||
| Granted | 503,937 | $ | 120.77 | |||||
| Vested | (206,435 | ) | 177.28 | |||||
| Forfeited | (115,135 | ) | 130.89 | |||||
| Non-vested as of December 31, 2024 | 807,753 | 127.07 | ||||||
| Granted | 409,762 | $ | 139.44 | |||||
| Vested | (245,059 | ) | 139.27 | |||||
| Forfeited | (114,500 | ) | 126.10 | |||||
| Non-vested as of December 31, 2025 | 857,956 | 127.21 | ||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 18, 2026 | Showing above |
| 2024 | Feb 19, 2025 | |
| 2023 | Feb 21, 2024 | |
| 2022 | Feb 22, 2023 | |
| 2021 | Feb 22, 2022 | |
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.