SS&C Technologies Holdings Inc Stock Compensation Disclosure

Note 14—Stock-based Compensation

In March 2025, our Board of Directors adopted the Second Amended and Restated 2023 Stock Incentive Plan (the “Second A&R 2023 Plan”), which became effective in May 2025 upon stockholder approval. The Second A&R 2023 Plan was adopted to increase the shares available for equity by an additional 6.0 million shares. In April 2024, our Board of Directors adopted the Amended and Restated 2023 Stock Incentive Plan (the “Amended 2023 Plan”), which became effective in May 2024 upon stockholder approval. The Amended 2023 Plan was adopted to increase the shares available for equity by an additional 2.6 million shares. In March 2023, our Board of Directors adopted the 2023 Stock Incentive Plan (the “2023 Plan”), which became effective in May 2023 upon stockholder approval and replaced, on a prospective basis, the Second Amended and Restated 2014 Stock Incentive Plan. The 2023 Plan was adopted to increase the shares available for equity by an additional 11.5 million shares.

In March 2019, our Board of Directors adopted the Second Amended and Restated 2014 Stock Incentive Plan, which amended and restated our Amended and Restated 2014 Stock Incentive Plan (the “Amended 2014 Plan”) (together with the Amended 2014 Plan, the “2014 Plans”), which became effective in May 2019 upon stockholder approval. The 2014 Stock Option Plan authorized stock options to be granted for up to 6.0 million shares of our common stock. The Amended 2014 Plan was adopted with an initial share capacity of 24.0 million shares available for the grant of awards. The Amended 2014 Plan authorized the issuance of equity awards, including stock options, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) and allowed the class of participants to include non-employee directors. The Second Amended and Restated 2014 Stock Incentive Plan was adopted to increase the shares available for equity awards by an additional 34.0 million shares.

Under the terms of the 2023 Plans and 2014 Plans, the exercise price of awards is set on the grant date and may not be less than the fair market value per share on such date. Generally, awards expire ten years from the date of grant.

We generally settle RSUs, RSAs, stock appreciation rights (“SARs”), performance-based stock units (“PSUs”), and stock option exercises with newly issued common shares.

Restricted Stock Units

During the years ended December 31, 2025, 2024 and 2023, we granted RSUs which generally vest 1/3rd on the first anniversary of the grant and 1/4th of the remaining balance each six months thereafter for two years. We determine the fair value of RSUs with a service condition using the value of our common stock on the date of the grant. At December 31, 2025 and 2024, there was approximately $246.1 million and $196.2 million, respectively, of unearned non-cash stock-based compensation related to RSUs that we expect to recognize as expense over a remaining period of approximately 1.8 and 1.9 years, respectively.

Performance-based Stock Units

In March 2022, we granted performance-based stock units at a grant date fair value of $71.89 per share based on the value of our common stock on the date of the grant. During the year ended December 31, 2024, the Compensation Committee determined that the PSUs granted in March 2022 did not meet the threshold level of performance and were cancelled.

In 2025, 2024 and 2023, we granted performance-based stock units with a market condition at a grant date fair value of $97.28, $67.87 and $63.50, respectively, estimated using a Monte Carlo simulation model as of the date of the grant using an average of implied and historical volatility. These awards include established annual earnings per share growth targets and will measure performance against the target over the 3-year performance period. Performance is measured relative to a 3-year average annual growth rate that is established at the beginning of the cycle and held constant. Participants will only be entitled to receive any portion of the PSUs that are earned if they remain employed through the final determination of the satisfaction of these performance goals. The actual number of units that will be issued ranges from zero, if the threshold level of performance is not achieved, to 200% of the targeted number of units, if the annual growth rate meets or exceeds a specified level. The ultimate payout of the PSUs is also subject to a relative total shareholder return (“TSR”) performance modifier, with the ultimate payout level adjusted upwards or downwards up to 20% (subject to the maximum 200% payout); however, no upward modifier will be applied if the Company’s absolute TSR is negative for the 3-year performance period. During the year ended December 31, 2025, we recorded an additional $26.0 million of stock-based compensation expense relating to the 2023 and 2024 PSUs that are estimated to vest at the maximum payout. As of December 31, 2025 and 2024, there was approximately $32.8 million and $21.3 million, respectively, of unearned non-cash stock-based compensation related to the 2025, 2024 and 2023 PSUs that we expect to recognize over a remaining period of approximately 1.5 years and 1.8 years, respectively.

Time-based Stock Options

Time-based stock options generally vest 25% on the first anniversary of the grant date and 1/36th of the remaining balance each month thereafter for 36 months. Time-based stock options granted during 2025, 2024 and 2023 have a weighted-average grant date fair value of $20.02, $17.11 and $17.54 per share, respectively, based on the Black-Scholes option pricing model. Compensation expense is recorded on a straight-line basis over the requisite service period. The fair value of time-based stock options vested during the years ended December 31, 2025, 2024 and 2023 was approximately $44.7 million, $61.2 million and $86.9 million, respectively. At December 31, 2025 and 2024, there was approximately $57.4 million and $71.4 million, respectively, of unearned non-cash stock-based compensation related to time-based stock options that we expect to recognize as expense over a weighted-average remaining period of approximately 2.4 years and 2.3 years, respectively.

Performance-based Stock Options

In March and December 2021, we granted performance-based stock options (“PSOs”). These awards include established annual earnings per share growth targets and will measure performance against the target over the 3-year performance period. Performance is measured relative to a 3-year average annual growth rate that is established at the beginning of the cycle and held constant. Participants will only be entitled to receive any portion of the PSOs that are earned if they remain employed through the final determination of the satisfaction of these performance goals. The actual number of options to be issued ranges from zero, if the threshold level of performance is not achieved, to 200% of the targeted number of options, if the annual growth rate meets or exceeds a specified level. During the year ended December 31, 2025, 81.8% of the December 2021 PSOs vested. During the year ended December 31, 2024, 79.2% of the March 2021 PSOs vested. At December 31, 2025, there was no unearned non-cash stock-based compensation expense related to PSOs. At December 31, 2024, there was $3.8 million of unearned non-cash stock-based compensation related to PSOs that we expect to recognize as expense over a remaining period of approximately 0.2 years.

Total Stock Options, RSUs and PSUs

The associated future income tax benefit recognized was $41.7 million, $37.0 million and $30.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.

For the year ended December 31, 2025, the amount of cash received from the exercise of stock options was $425.5 million, with an associated tax benefit from stock awards realized of $92.5 million. The intrinsic value of stock options and SARs exercised during the year ended December 31, 2025 was approximately $234.3 million. For the year ended December 31, 2024, the amount of cash received from the exercise of stock options was $355.1 million, with an associated tax benefit from stock awards realized of $58.5 million. The intrinsic value of stock options and SARs exercised during the year ended December 31, 2024 was approximately $198.5 million. For the year ended December 31, 2023, the amount of cash received from the exercise of stock options was $115.4 million, with an associated tax benefit from stock awards realized of $28.9 million. The intrinsic value of stock options and SARs exercised during the year ended December 31, 2023 was approximately $84.2 million.