Equity-Based Compensation
2021 Long-Term Incentive Plan
The Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan (the “2021 Incentive Plan”) became effective on January 26, 2021. The 2021 Incentive Plan authorized 8,768,124 new shares, subject to adjustment pursuant to the 2021 Incentive Plan.
Restricted Stock Units
During the years ended December 31, 2025, 2024 and 2023 the Company granted 2,119,962, 1,559,317, and 413,873 restricted stock units (“RSUs”), respectively, to certain employees, officers and directors of the Company. The RSUs had grant date fair values ranging from $3.26 to $10.34, $4.40 to $15.39, and $14.45 to $28.26, respectively, during the years ended December 31, 2025, 2024 and 2023. The RSUs generally vest ratably over 3 years, except for director grants which vest over one year, and for retention grants which vest over 2 to 3 years.
Activity under the 2021 Incentive Plan for RSUs was as follows:
Restricted
Stock Units
Weighted Average Price
Outstanding, December 31, 20221,736,975 $22.34 
Granted413,873 $24.78 
Vested(887,996)$21.39 
Forfeited(91,386)$23.05 
Outstanding, December 31, 20231,171,466 $23.87 
Granted1,559,317 $8.91 
Vested(650,080)$23.43 
Forfeited(238,347)$16.75 
Outstanding, December 31, 20241,842,356 $12.21 
Granted2,119,962 $4.33 
Vested(734,768)$17.33 
Forfeited(371,728)$6.86 
Outstanding, December 31, 20252,855,822 $5.75 

Performance Stock Units
During the years ended December 31, 2025, 2024 and 2023, the Company granted an aggregate of 941,257, 324,099, and 205,585 Performance Stock Units (“PSUs”), respectively, to certain executives. The PSUs granted during 2023 cliff vest after 3 years upon meeting certain revenue and gross profit targets. The PSUs granted during 2024 and 2025 cliff vest after 3 years upon meeting certain revenue and adjusted EPS targets and contain certain modifiers which could increase or decrease the ultimate number of Class A common stock issued to the executives. The PSUs were valued using the market value of the Class A common stock on the grant date ranging from $4.59 to $5.34, $13.01 to $15.39, and $26.55 to $28.26, respectively, during the years ended December 31, 2025, 2024 and 2023.
Activity under the 2021 Incentive Plan for PSUs was as follows:
Performance
Stock Units
Weighted Average Price
Outstanding, December 31, 2022256,305 $11.89 
Granted205,585 $27.75 
Vested(67,101)$11.86 
Forfeited(101,323)$13.08 
Outstanding, December 31, 2023293,466 $22.59 
Granted324,099 $15.30 
Vested(22,790)$16.04 
Forfeited(122,109)$19.26 
Outstanding, December 31, 2024472,666 $18.77 
Granted941,257 $4.63 
Vested(37,678)$14.43 
Forfeited(54,725)$9.65 
Outstanding, December 31, 20251,321,520 $9.20 
During the years ended December 31, 2025, 2024 and 2023, the Company recognized $9.9 million, $14.2 million, and $20.9 million, respectively, in equity-based compensation. As of December 31, 2025, the Company had $13.9 million of unrecognized compensation costs which is expected to be recognized over a weighted average period of 1.87 years.

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.