HUNT J B TRANSPORT SERVICES INC Stock Compensation Disclosure

5.	Share-based Compensation

 

We maintain a Management Incentive Plan (the “Plan”) that provides various share-based financial methods to compensate our key employees with shares of our common stock or common stock equivalents. Under the Plan, as amended, we have, from time to time, utilized restricted share units, performance share units, restricted shares, and non-statutory stock options to compensate our employees and directors. We currently are utilizing restricted and performance share units.

 

Our restricted share units have various vesting schedules generally ranging from 1 to 10 years when awarded. These restricted share units do not contain rights to vote or receive dividends until the vesting date. Unvested restricted share units are forfeited if the employee terminates for any reason other than death, disability, or special circumstances as determined by the Compensation Committee. Restricted share units are valued based on the fair value of the award on the grant date, adjusted for dividend estimates based on grant date dividend rates.

 

Our performance share units vest based on the passage of time (generally 3 to 10 years) and achievement of performance criteria. Performance share units do not contain rights to vote or receive dividends until the vesting date. Unvested performance share units are forfeited if the employee terminates for any reason other than death, disability, or special circumstances as determined by the Compensation Committee. Performance shares are valued based on the fair value of the award on the grant date, adjusted for dividend estimates based on grant date dividend rates.

 

An employee is allowed to surrender shares of common stock received upon vesting to satisfy tax withholding obligations incident to the vesting of restricted share units and performance share units.

 

 

We account for our restricted share units and performance share units in accordance with current accounting standards for share-based payments. These standards require that the cost of all share-based payments to employees be recognized in our Consolidated Financial Statements based on the grant date fair value of those awards. This cost is recognized over the period for which an employee is required to provide service in exchange for the award, subject to the attainment of performance metrics established for performance share units. The quantity of performance share units for which it is probable that the performance conditions will be achieved is estimated each reporting period, with any necessary adjustments recorded as a cumulative cost adjustment in the current period. Share-based compensation expense is recorded in salaries, wages, and employee benefits in our Consolidated Statements of Earnings, along with other compensation expenses to employees. The following table summarizes the components of our share-based compensation program expense (in thousands):

 

		Years ended December 31,
		2025				2024				2023
Restricted share units
Pretax compensation expense		$	55,177			$	49,172			$	56,837
Tax benefit			13,607				12,214				12,561
Restricted share units, net of tax		$	41,570			$	36,958			$	44,276
Performance share units
Pretax compensation expense		$	16,576			$	16,514			$	22,352
Tax benefit			4,088				4,102				4,940
Performance share awards, net of tax		$	12,488			$	12,412			$	17,412

 

A summary of our restricted share units and performance share units is as follows:

 

Restricted Share Units		Number of Shares				Weighted Average Grant Date Fair Value
Unvested at December 31, 2024			737,237			$	163.83
Granted			344,140				162.66
Vested			(372,223	)			157.29
Forfeited			(24,147	)			181.65
Unvested at December 31, 2025			685,007			$	166.14

 

Performance Share Units		Number of Shares				Weighted Average Grant Date Fair Value
Unvested at December 31, 2024			352,291			$	179.14
Granted			104,360				164.79
Vested			(84,001	)			172.53
Forfeited			(35,124	)			188.22
Unvested at December 31, 2025			337,526			$	175.40

 

At December 31, 2025, we had $54.9 million and $29.8 million of total unrecognized compensation expense related to restricted share units and performance share units, respectively, that is expected to be recognized over the remaining weighted average vesting period of approximately 2.8 years for restricted share units and 2.0 years for performance share units.

 

The aggregate intrinsic value of restricted and performance share units vested during the years ended December 31, 2025, 2024, and 2023, was $76.5 million, $105.4 million, and $104.0 million, respectively. The aggregate intrinsic value of unvested restricted and performance share units was $198.7 million at December 31, 2025. The total fair value of shares vested for restricted share and performance share plans during the years ended December 31, 2025, 2024, and 2023, was $73.3 million, $83.8 million, and $73.8 million, respectively.