NIQ Global Intelligence plcNIQ
NIQ Global Intelligence plc Stock Compensation Disclosure
16. SHARE-BASED COMPENSATION
In connection with the Advent Acquisition, the Company, Advent and entities created to own the Company implemented the 2021 Plan. At the commencement of the 2021 Plan, the maximum number of units or shares authorized were 282,353, which was subsequently amended to increase the maximum number of authorized units or shares to 343,782. At December 31, 2024, the aggregate pool of shares outstanding for the awards under the 2021 Plan totaled 295,074 shares.
In connection with the IPO, the Board of Directors adopted the NIQ Global Intelligence plc 2025 Equity Incentive Plan (the “2025 Plan”). If any award granted under the 2025 Plan is cancelled, forfeited or acquired (pursuant to a call, redemption or other right), the units or shares subject to such award will again be available for issuance under the plan. At the commencement of the 2025 Plan, the maximum number of units or shares authorized under the 2021 Plan and 2025 Plan was 41,794,552. At December 31, 2025, the aggregate pool of shares outstanding for the awards under the 2021 Plan and 2025 Plan totaled 21,833,073 shares.
Pursuant to the IPO, the maximum number of units or shares authorized and aggregate pool of shares outstanding for the awards under the 2021 Plan and 2025 Plan were converted into ordinary shares and RSUs of the Company and will continue to vest in accordance to the terms of their plans as further discussed below.Incentive Awards
Pursuant to the 2021 Plan, shares were issued in the form of Class B, Class C, Class D and Class E shares (collectively, the “Incentive Awards”) of AI PAVE, interests in which are subject to the terms of incentive awards. The Incentive Awards received distributions after Advent and others received their invested capital. Upon the IPO, all vested Class Incentive Awards were automatically converted to ordinary shares of the Company, and any unvested Class Incentive Awards were converted to RSUs under the 2025 Plan, subject to the awards’ original terms.
The Incentive Awards were comprised of time-based awards and performance-based awards. Time-based awards generally vest quarterly in equal amounts over a or five-year period. The performance-based awards are accounted for as awards with both performance and market conditions and the compensation cost is deferred until the performance conditions will be achieved.
The fair values of the awards were estimated using the Monte Carlo simulation model and included the following assumptions:
| Year Ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
Expected term (in years) | 2.5 | 3.8 | |||||||||
| Expected volatility | 30.0% | 32.0% | |||||||||
| Discount for lack of marketability | 12.5% | 15.0% | |||||||||
| Risk-free interest rate | 4.3% | 4.2% | |||||||||
The following tables set forth a summary of time-based awards and performance-based awards, respectively, prior to the IPO:
| Time-based Incentive Awards | Awards | Weighted Average Grant Date Fair Value | |||||||||
Unvested at December 31, 2022 | 82,440 | $ | 200.85 | ||||||||
| Granted | 12,795 | $ | 181.78 | ||||||||
| Vested | (21,552) | $ | 201.48 | ||||||||
| Forfeited | (11,141) | $ | 184.24 | ||||||||
Unvested at December 31, 2023 | 62,542 | $ | 199.90 | ||||||||
| Granted | 22,177 | $ | 99.62 | ||||||||
| Vested | (26,063) | $ | 179.78 | ||||||||
| Forfeited | (10,179) | $ | 157.19 | ||||||||
Unvested at December 31, 2024 | 48,477 | $ | 177.50 | ||||||||
| Performance-based Incentive Awards | Awards | Weighted Average Grant Date Fair Value | |||||||||
Unvested at December 31, 2022 | 145,563 | $ | 157.29 | ||||||||
| Granted | 17,068 | $ | 57.83 | ||||||||
| Forfeited | (10,889) | $ | 166.94 | ||||||||
Unvested at December 31, 2023 | 151,742 | $ | 147.34 | ||||||||
| Granted | 14,648 | $ | 48.08 | ||||||||
| Forfeited | (9,057) | $ | 120.82 | ||||||||
Unvested at December 31, 2024 | 157,333 | $ | 139.69 | ||||||||
There were no grants of Incentive Awards during 2025. See below for further detail on the Incentive Awards activity, as converted to RSUs upon the IPO, for the year ended December 31, 2025.
Restricted Stock Units
May 2025 Grants
In May 2025, the Board of Directors approved and granted a new class of RSUs under the 2021 Plan. The awards include both time-based and performance-based RSUs, each subject to dual vesting conditions and continued employment of the participant.
Time-based RSUs vest upon the satisfaction of both a service condition and a performance condition (liquidity event, such as an IPO or a change of control). In the event of a change of control, all unvested time-based RSUs are subject to accelerated vesting, and any previously unrecognized compensation expense will be recognized at that time. Upon the IPO, the vested time-based RSUs converted into fully vested ordinary shares, while the unvested time-based RSUs remain subject to the original time-based vesting schedule.
Performance-based RSUs also require both a performance condition (liquidity event) and a market condition (return of invested capital). These RSUs vest in tranches as specific capital return thresholds are met. Upon the IPO, any vested performance-based RSUs converted into fully vested ordinary shares. Unvested performance-based RSUs converted into time-based RSUs and continue to vest based on the applicable time-based vesting schedule.
The fair values of the RSUs were estimated using the Monte Carlo simulation model and included the following assumptions as of the RSU grant date:
Expected term (in years) | 4.0 | ||||
| Expected volatility | 31.7% | ||||
| Discount for lack of marketability | 7.3% | ||||
| Risk-free interest rate | 4.2% | ||||
August and November 2025 Grants
On August 20, 2025 and November 19, 2025, the Board of Directors approved and granted RSUs under the 2025 Plan. The number of shares granted was determined by dividing the target award value by the closing price of the Company’s ordinary shares on the date of grant, with amounts rounded to the nearest whole share. The awards consist solely of time-based RSUs that vest annually over four years, subject to continued service. In the event of a change of control, all unvested time-based RSUs are subject to accelerated vesting, and any previously unrecognized compensation expense will be recognized at that time.RSU Activity
The following table sets forth a summary of the time-based RSUs:
| Time-based RSUs | RSUs | Weighted Average Grant Date Fair Value | |||||||||
Unvested at July 24, 2025 (date of IPO)1 | 14,248,282 | $ | 5.78 | ||||||||
| Granted | 2,490,804 | $ | 17.18 | ||||||||
| Vested | (8,148,420) | $ | 4.63 | ||||||||
| Forfeited | (368,623) | $ | 11.67 | ||||||||
Unvested at December 31, 2025 | 8,222,043 | $ | 10.11 | ||||||||
(1)Includes the Incentive Awards, as converted to RSUs upon the IPO, and the May 2025 grants.
In addition to the time-based RSUs, the Company also had 5,523,014 of unvested performance-based RSUs, with a weighted average grant date fair value of $2.32, as of December 31, 2025, none of which were granted, vested or forfeited during the period. The vesting for these awards is dependent upon certain performance conditions as set forth in the award agreement that will only be achieved on change of control or another liquidity event based on Advent’s return on its aggregate invested capital.
As of December 31, 2025, there was $55.9 million of unrecognized compensation expense related to the RSUs, which is expected to be recognized over a weighted average period of 3.2 years.
Share-based Compensation Expense
The Company incurred total share-based compensation expense of $61.1 million, $4.7 million and $4.3 million for the years ended December 31, 2025, 2024 and 2023, respectively, which is included in selling, general and administrative expenses for such periods. During the third quarter of 2025, the Company recognized a cumulative catch-up of share-based compensation expense primarily driven by the completion of its IPO and the satisfaction of certain conditions associated with RSUs and the Phantom Awards agreements. This adjustment reflects the recognition of previously unrecognized share-based compensation expense related to awards that became probable of vesting upon meeting the specified criteria. Of the shared-based compensation recognized during the year ended December 31, 2025, approximately $42.2 million represents the cumulative catch-up adjustment, inclusive of approximately $18.1 million affiliated with the Phantom Awards.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.