HARTFORD INSURANCE GROUP, INC.HIG
HARTFORD INSURANCE GROUP, INC. Stock Compensation Disclosure
19. Stock Compensation Plans
The Company's stock-based compensation plans are described below. Shares issued in satisfaction of stock-based compensation may be made available from authorized but unissued shares, shares held by the Company in treasury or from shares purchased in the open market. In 2025, 2024 and 2023, the Company issued shares from treasury in satisfaction of stock-based compensation.
The Hartford measures stock compensation at the grant date based on the estimated fair value of the award and recognizes expense on a straight-line basis, net of estimated forfeitures, over the requisite service period. Stock-based compensation expense, included in insurance operating costs and other expenses in the consolidated statement of operations, was as follows:
Stock-Based Compensation Expense
| For the years ended December 31, | |||||||||||
| 2025 | 2024 | 2023 | |||||||||
| Stock-based compensation plans expense | $ | 141 | $ | 133 | $ | 125 | |||||
| Income tax benefit | (22) | (21) | (22) | ||||||||
| Excess tax benefit on awards vested, exercised and expired | (16) | (21) | (12) | ||||||||
| Total stock-based compensation plans expense, net of tax | $ | 103 | $ | 91 | $ | 91 | |||||
The Company did not capitalize any cost of stock-based compensation. As of December 31, 2025, the total compensation cost related to non-vested awards not yet recognized was $84, which is expected to be recognized over a weighted average period of 2 years.
Stock Plan
Future stock-based awards may be granted under The Hartford's 2025 Long Term Incentive Stock Plan (the "Stock Incentive Plan") rather than the Subsidiary Stock Plan and the Employee Stock Purchase Plan described below. The Stock Incentive Plan provides for awards to be granted in the form of non-qualified or incentive stock options qualifying under Section 422 of the Internal Revenue Code, stock appreciation rights, performance shares, restricted stock or restricted stock units, or any other form of stock-based award. The maximum number of shares, subject to adjustments set forth in the Stock Incentive Plan, that may be issued to Company employees and third-party service providers during the 10-year duration of the Stock Incentive Plan is the sum of 8,500,000 shares, any shares forfeited subsequent to February 28, 2025, plus any shares used for tax withholding purposes. If any award under an earlier
incentive stock plan is forfeited, terminated, surrendered, exchanged, expires unexercised, or is settled in cash in lieu of stock (including to effect tax withholding) or for the net issuance of a lesser number of shares than the number subject to the award, the shares of stock subject to such award (or the relevant portion thereof) shall be available for awards under the Stock Incentive Plan and such shares shall be added to the maximum limit. As of December 31, 2025, there were 8,684,883 shares available for future issuance.
The fair values of awards granted under the Stock Incentive Plan are measured as of the grant date and expensed ratably over the awards’ vesting periods, generally three years. For stock awards to retirement-eligible employees, the Company recognizes the expense over a period shorter than the stated vesting period because the employees may receive accelerated vesting upon retirement and, therefore, the vesting period is considered non-substantive.
Stock Option Awards
Under the Stock Incentive Plan, options granted have an exercise price at least equal to the closing stock price on the New York Stock Exchange for the Company’s common stock on the date of grant, and an option’s maximum term is not to exceed 10 years. Options generally become exercisable over a period of three years commencing one year from the date of grant.
The Company uses a hybrid lattice/Monte-Carlo based option valuation model (the “Plan Valuation Model”) that incorporates the possibility of early exercise of options into the valuation. The Plan Valuation Model also incorporates the Company’s historical termination and exercise experience to determine the option value.
The Plan Valuation Model incorporates ranges of assumptions for inputs, and those ranges are disclosed below. The term structure of volatility is generally constructed utilizing implied volatilities from exchange-traded options, historical volatility of the Company’s stock and other factors. The Company uses historical data to estimate option exercise and employee termination within the Plan Valuation Model, and accommodates variations in employee preference and risk-tolerance by segregating the grantee pool into a series of behavioral cohorts and conducting a fair valuation for each cohort individually. The expected term of options granted is derived from the output of the option Plan Valuation Model and represents, in a mathematical sense, the period of time that options are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Constant Maturity Treasury yield curve in effect at the time of grant.
Stock Options Valuation Assumptions
| For the years ended December 31, | |||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||
| Expected dividend yield | 1.6% | 1.8% | 2.0% | ||||||||||||||||||||||||||
| Expected annualized spot volatility | 22.8 | % | - | 24.7% | 19.2 | % | - | 22.7% | 24.5 | % | - | 26.0% | |||||||||||||||||
| Weighted average annualized volatility | 24.1% | 21.7% | 25.4% | ||||||||||||||||||||||||||
| Risk-free spot rate | 4.0 | % | - | 4.3% | 4.3 | % | - | 5.5% | 3.8 | % | - | 5.1% | |||||||||||||||||
| Expected term | 7.5 years | 7.4 years | 6.7 years | ||||||||||||||||||||||||||
Non-qualified Stock Option Activity Under the Stock Incentive Plan
Number of Options (in thousands) | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||
For the year ended December 31, 2025 | ||||||||||||||
| Outstanding at beginning of year | 4,518 | $ | 60.51 | |||||||||||
| Granted | 273 | $ | 116.41 | |||||||||||
| Exercised | (705) | $ | 51.46 | |||||||||||
| Forfeited | (60) | $ | 105.89 | |||||||||||
| Expired | — | $ | — | |||||||||||
| Outstanding at end of year | 4,026 | $ | 65.21 | 5.0 | $ | 292 | ||||||||
| Outstanding, fully vested and expected to vest | 4,010 | $ | 65.07 | 5.0 | $ | 292 | ||||||||
| Exercisable at end of year | 3,489 | $ | 59.85 | 4.5 | $ | 272 | ||||||||
Aggregate intrinsic value represents the value of the Company's closing stock price on the last trading day of the period in excess of the exercise price multiplied by the number of options outstanding or exercisable. The aggregate intrinsic value excludes the effect of stock options that have a zero or negative intrinsic value. The weighted average grant-date fair value per share of options granted during the years ended December 31, 2025, 2024, and 2023 was $34.33, $25.77 and $21.09, respectively. For the years ended December 31, 2025, 2024, and 2023, The Hartford received $36, $92, and $47, respectively, in cash from exercised stock options. The Hartford recognized tax benefits of $2, $4, and $3 on stock options exercised for the years ended December 31, 2025, 2024, and 2023, respectively. The total intrinsic value of options exercised during the years ended December 31, 2025, 2024 and 2023 was $52, $99, and $35, respectively.
Share Awards
Share awards granted under the Stock Incentive Plan and outstanding include restricted stock units and performance shares. Performance shares become payable within a range of 0% to 200% of the number of shares initially granted based upon the attainment of specific performance goals achieved at the end of a performance period of three years.
Performance share awards that are not dependent on market conditions are valued equal to the closing stock price on the New York Stock Exchange for the Company’s common stock on the date of grant. Stock compensation expense for these performance share awards without market conditions is based on a current estimate of the number of awards expected to vest based on the performance level achieved and, therefore, may change during the performance period as new estimates of performance are available.
Other performance share awards or portions thereof have a market condition based upon the Company's total stockholder return relative to a pre-determined group of peer companies as of December 31 at the end of the three year performance period. Stock compensation expense for these performance share awards is based on the number of awards expected to vest as estimated at the grant date and, therefore, does not change for changes in estimated performance. The Company uses a risk neutral Monte-Carlo Plan Valuation Model that incorporates time to maturity, implied volatilities of the Company and the peer companies, and correlations between the Company and the peer companies and interest rates.
Assumptions for Total Stockholder Return Performance Shares
| For the years ended December 31, | |||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||
| Volatility of common stock | 22.3% | 21.7% | 33.0% | ||||||||||||||||||||||||||
| Average volatility of peer companies | 20.0 | % | - | 46.0% | 20.0 | % | - | 33.0% | 26.0 | % | - | 41.0% | |||||||||||||||||
| Average correlation coefficient of peer companies | 53.0% | 42.0% | 52.0% | ||||||||||||||||||||||||||
| Risk-free spot rate | 4.0% | 4.4% | 4.4% | ||||||||||||||||||||||||||
| Term | 3.0 years | 3.0 years | 3.0 years | ||||||||||||||||||||||||||
Total Share Awards
Non-vested Share Award Activity Under the Stock Incentive Plan
Restricted Stock Units | Performance Shares | |||||||||||||
Number of Shares (in thousands) | Weighted-Average Grant-Date Fair Value | Number of Shares (in thousands) | Weighted-Average Grant date Fair Value | |||||||||||
| Non-vested shares | For the year ended December 31, 2025 | |||||||||||||
| Non-vested at beginning of year | 2,678 | $ | 80.36 | 594 | $ | 95.49 | ||||||||
| Granted | 771 | $ | 117.21 | 355 | $ | 122.37 | ||||||||
| Performance based adjustment, net | 185 | $ | 86.59 | |||||||||||
| Vested | (982) | $ | 70.28 | (435) | $ | 86.07 | ||||||||
| Forfeited | (103) | $ | 93.18 | (67) | $ | 112.09 | ||||||||
| Non-vested at end of year | 2,364 | $ | 96.01 | 632 | $ | 112.70 | ||||||||
In addition to the non-vested shares presented in the above table, there are related non-vested dividend equivalent shares. The number of non-vested dividend equivalent shares related to restricted stock units was 84 thousand and 107 thousand as of December 31, 2025 and 2024, respectively, and the number of non-vested dividend equivalent shares related to performance shares was 14 thousand as of December 31, 2025 and 2024. The dividend equivalent shares are subject to the same vesting terms as the restricted stock units and performance shares.
The weighted average grant-date fair value per share of restricted stock units granted during the years ended December 31, 2025, 2024, and 2023 was $117.21, $96.34 and $77.72, respectively. The weighted average grant-date fair value per share of performance shares granted during the years ended December 31, 2025, 2024, and 2023 was $122.37, $103.08 and $85.69, respectively.
The total fair value of shares vested during the years ended December 31, 2025, 2024 and 2023 was $171, $186 and $154, respectively, based on actual or estimated performance factors. The Company did not make cash payments in settlement of stock compensation during the years ended December 31, 2025, 2024 and 2023.
Subsidiary Stock Plan
The Hartford has a subsidiary stock-based compensation plan similar to the Stock Incentive Plan, except that it awards non-public subsidiary stock as compensation. The Company recognized stock-based compensation plan expense of $12 for
the subsidiary stock plan in the years ended December 31, 2025, 2024 and 2023. Upon employee vesting of subsidiary stock, the Company recognizes a noncontrolling equity interest. Employees are restricted from selling vested subsidiary stock to anyone other than the Company and the Company has discretion on the amount of stock to repurchase. Therefore, the subsidiary stock is classified as equity because it is not mandatorily redeemable. For the years ended December 31, 2025, 2024 and 2023, the Company repurchased $12, $10 and $11, respectively, in subsidiary stock.
Employee Stock Purchase Plan
The Company sponsors The Hartford Employee Stock Purchase Plan ("ESPP"). Under this plan, eligible employees of The Hartford purchase common stock of the Company at a discount rate of 5% of the market price per share on the last trading day of the offering period. Accordingly, the plan is a non-compensatory plan. Employees purchase a variable number of shares of stock through payroll deductions elected as of the beginning of the offering period. The Company may sell up to 15,400,000 shares of stock to eligible employees under the ESPP. As of December 31, 2025, there were 2,893,304 shares available for future issuance. During the years ended December 31, 2025, 2024 and 2023, 120,805 shares, 141,500 shares, and 194,561 shares were sold, respectively. For the years ended December 31, 2025, 2024 and 2023, The Hartford received $15, $14 and $13, respectively, in cash from sales under this plan.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 20, 2026 | Showing above |
| 2024 | Feb 21, 2025 | |
| 2023 | Feb 23, 2024 | |
| 2022 | Feb 24, 2023 | |
| 2021 | Feb 18, 2022 | |
| 2020 | Feb 19, 2021 | |
| 2019 | Feb 21, 2020 | |
| 2018 | Feb 22, 2019 | |
| 2017 | Feb 23, 2018 | |
| 2016 | Feb 24, 2017 | |
| 2015 | Feb 26, 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.