Note 6 - Share-Based Compensation

Share-Based Plans

Current Plan

In May 2007, our shareholders approved the 2007 Long-Term Incentive Plan (the LTIP), which authorizes the Compensation Committee of our Board of Directors (the Board) to grant non-qualified stock options and restricted stock awards to employees, directors, consultants or advisors. In May 2016, our shareholders approved an amendment and restatement of the 2007 Long-Term Incentive Plan (the Amended LTIP) and increased the number of shares that may be issued to a total of 9,315,000 shares. In October 2025, our Board approved and amended the Amended LTIP to allow for the granting of restricted stock units (“RSU”) among other items. As of December 31, 2025, we had 3,783,983 shares available for future issuance including 734,295 shares that may be issued as restricted stock.

Stock options granted under the Amended LTIP have an exercise price equal to our stock’s closing market price on the grant date and expire ten years from the grant date. Restricted stock awards granted under the Amended LTIP are issued at no cost to the grantee. Both stock options and restricted stock awards vest over time depending on an employee’s length of service with the company. Share-based awards to our employees granted before 2025 generally vest either five years from the grant date or on a three/five-year split vest schedule, where half of the awards vest three years from the grant date and the remainder of the awards vest five years from the grant date. Share-based awards granted to our employees in 2025 vest three years from the grant date. Share-based awards to our non-employee directors vest one year from the grant date.

PS-1 Awards

Restricted stock awards granted to our employees from 2016 to 2023 contain performance-based criteria in addition to the service-based vesting criteria described above. The awards provide for a three-year performance period for the metric to be achieved. If the performance metric fails to be met, it may be extended by one or two years; however, if it is not met by the end of the extended

performance period, then all shares of performance-based restricted stock will be immediately forfeited and canceled. For each of the performance-based grants from 2016 through 2023, we achieved the performance condition in the initial three-year performance period.

PS-2 Awards

Certain restricted stock awards granted to our employees from 2023 to 2025 contain performance-based criteria in addition to the service-based vesting criteria described above. The awards provide for a three-year performance period for the metric to be achieved. If the performance condition is not met, all shares of the performance-based restricted stock will be immediately forfeited and canceled. The performance condition for the grant in 2023 was not met, and we have concluded that the performance condition for the 2024 grant is not probable to be achieved. For the 2025 grant, we have concluded that the minimum performance condition is probable to be attained in the three-year performance period.

Stock Option Awards

The following table summarizes stock option activity under our share-based plans for the year ended December 31, 2025:

 

 

Shares

 

 

Weighted
Average
Exercise Price

 

 

Weighted Average
Remaining
Contractual Term
(Years)

 

 

Aggregate
Intrinsic
Value

 

Balance at December 31, 2024

 

 

468,779

 

 

$

205.78

 

 

 

 

 

 

 

Granted

 

 

36,216

 

 

 

340.88

 

 

 

 

 

 

 

Less: Exercised

 

 

78,915

 

 

 

92.44

 

 

 

 

 

 

 

Forfeited

 

 

11,890

 

 

 

290.11

 

 

 

 

 

 

 

Balance at December 31, 2025

 

 

414,190

 

 

$

236.78

 

 

 

4.24

 

 

$

21,002,216

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at December 31, 2025

 

 

273,686

 

 

$

173.70

 

 

 

2.61

 

 

$

21,002,216

 

 

The following table presents information about stock options outstanding and exercisable at December 31, 2025:

 

 

Outstanding
Stock Options

 

 

Exercisable
Stock Options

 

Range of Exercise Prices

 

Shares

 

 

Weighted Average
Remaining
Contractual Term
(Years)

 

 

Weighted
Average Exercise
Price

 

 

Shares

 

 

Weighted
Average
Exercise
Price

 

$80.78 to $138.03

 

 

158,769

 

 

 

1.12

 

 

$

111.10

 

 

 

158,769

 

 

$

111.10

 

$138.04 to $338.47

 

 

142,129

 

 

 

4.98

 

 

 

265.13

 

 

 

100,164

 

 

 

238.34

 

$338.48 to $515.41

 

 

113,292

 

 

 

7.66

 

 

 

377.35

 

 

 

14,753

 

 

 

408.55

 

 

 

414,190

 

 

 

4.24

 

 

$

236.78

 

 

 

273,686

 

 

$

173.70

 

 

The following table summarizes the cash proceeds and tax benefits realized from the exercise of stock options:

 

 

Year Ended December 31,

 

(in thousands, except share amounts)

 

2025

 

 

2024

 

 

2023

 

Options exercised

 

 

78,915

 

 

 

122,300

 

 

 

90,439

 

Cash proceeds

 

$

7,295

 

 

$

10,749

 

 

$

8,368

 

Intrinsic value of options exercised

 

$

19,146

 

 

$

36,198

 

 

$

23,356

 

Tax benefits realized

 

$

4,786

 

 

$

9,049

 

 

$

5,839

 

 

 

We estimated the fair value of employee stock option awards at the grant date based on the assumptions summarized in the following table:

 

 

Year Ended December 31,

 

(Weighted average)

 

2025

 

 

2024

 

 

2023

 

Expected volatility

 

 

33.5

%

 

 

32.0

%

 

 

31.0

%

Expected term

 

6.9 years

 

 

8.1 years

 

 

7.4 years

 

Risk-free interest rate

 

 

4.14

%

 

 

4.29

%

 

 

4.01

%

Expected dividend yield

 

 

1.20

%

 

 

1.15

%

 

 

1.15

%

Grant date fair value

 

$

129.04

 

 

$

149.37

 

 

$

130.74

 

 

We calculated expected volatility over the expected term of the awards based on the historical volatility of our common stock. We use weekly price observations for our historical volatility calculation because we believe this provides the most appropriate measurement of volatility given the trading patterns of our common stock. We estimated the expected term based on the vesting period of the awards and our historical exercise activity for awards with similar characteristics. The risk-free interest rate is based on the U.S. Treasury zero-coupon issues with a remaining term approximating the expected term of the option. We determined the expected dividend yield based on the dividends we anticipate paying over the expected term.

For purposes of recognizing share-based compensation expense, we ratably expense the estimated fair value of employee stock options over the options’ requisite service period. The requisite service period for our share-based awards is either the vesting period, or if shorter, the period from the grant date to the date the employee becomes eligible to retire under our share-based award agreements. We recognize compensation cost for awards with graded vesting using the graded vesting recognition method. We estimate a forfeiture rate to calculate our share-based compensation expense for our share-based awards based on an analysis of actual forfeitures. We continue to evaluate the appropriateness of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover and other factors.

The following table presents the total share-based compensation expense for stock option awards for the past three years (in thousands):

 

 

2025

 

 

2024

 

 

2023

 

Option grants share-based compensation expense

 

$

4,585

 

 

$

4,387

 

 

$

4,618

 

Option grants share-based compensation tax benefits

 

 

1,146

 

 

 

1,097

 

 

 

1,154

 

 

At December 31, 2025, the unamortized compensation expense related to stock option awards totaled $6.7 million. We anticipate recognizing this expense over a weighted average period of 1.9 years.

Restricted Stock Awards

The table below presents restricted stock award activity under our share-based plans for the year ended December 31, 2025:

 

 

Shares

 

 

Weighted
Average
Grant Date
Fair Value

 

Balance unvested at December 31, 2024

 

 

204,453

 

 

$

351.56

 

Granted (at market price)

 

 

78,465

 

 

 

344.70

 

Less: Vested

 

 

51,681

 

 

 

286.61

 

Forfeited

 

 

9,751

 

 

 

373.33

 

Balance unvested at December 31, 2025

 

 

221,486

 

 

$

363.20

 

At December 31, 2025, the unamortized compensation expense related to the restricted stock awards totaled $22.3 million. We anticipate recognizing this expense over a weighted average period of 2.0 years.

The table below presents the total number of restricted stock awards that vested for the past three years and the related fair value of those awards (in thousands, except share amounts):

 

 

2025

 

 

2024

 

 

2023

 

Restricted stock awards - shares vested

 

 

51,681

 

 

 

49,512

 

 

 

58,705

 

Fair value of restricted stock awards vested

 

$

17,508

 

 

$

19,241

 

 

$

20,906

 

 

The following table presents the total share-based compensation expense for restricted stock awards for the past three years (in thousands):

 

 

2025

 

 

2024

 

 

2023

 

Restricted stock awards share-based compensation expense

 

$

17,723

 

 

$

14,436

 

 

$

14,487

 

 

Employee Stock Purchase Plan

We maintain the Pool Corporation Amended and Restated Employee Stock Purchase Plan (the ESPP), which was last approved by the Board and our stockholders in 2016. In October 2025, our Board of Directors approved and amended the ESPP for minor administrative updates. Under the ESPP, employees who meet minimum age and length of service requirements may purchase stock at 85% of the lower of:

a.
the closing price of our common stock at the end of a six month plan period ending either July 31 or January 31; or
b.
the average of the beginning and ending closing prices of our common stock for such six month period.

No more than 956,250 shares of our common stock may be issued under the ESPP. For the two six month offering periods in each of the last three years, our employees purchased the following aggregate number of shares:

 

2025

 

 

2024

 

 

2023

 

 

8,676

 

 

 

7,707

 

 

 

7,640

 

 

The grant date fair value for the most recent ESPP purchase period ended July 31, 2025 was $46.22 per share. Share-based compensation expense related to our ESPP was $0.4 million in 2025, $0.4 million in 2024 and $0.5 million in 2023.

Historical Timeline

Fiscal YearFiled
2025Feb 26, 2026Showing above
2024Feb 27, 2025
2023Feb 27, 2024
2022Feb 24, 2023
2021Feb 25, 2022
2020Feb 25, 2021
2019Feb 27, 2020
2018Feb 27, 2019
2017Feb 28, 2018
2016Feb 24, 2017
2015Feb 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.