TransUnionTRU

TransUnion Stock Compensation Disclosure

10-KFiled Feb 27, 20263 min read
Stock-Based Compensation
Effective upon the closing of our initial public offering, the Company’s Board and its stockholders adopted the TransUnion 2015 Omnibus Incentive Plan, which has since been amended and restated (the “2015 Plan”). During 2024, we increased the authorized shares available under the 2015 Plan to a total of 16.4 million shares. The 2015 Plan provides for the granting of stock options, restricted stock awards and restricted stock units to key employees, directors or other persons having a service relationship with the Company and its affiliates. Dividends declared accrue to outstanding restricted stock units and are paid to employees when the restricted stock units vest. As of December 31, 2025, there were approximately 3.8 million of unvested awards outstanding and approximately 8.0 million of awards have vested under the 2015 Plan.
Effective upon the closing of the initial public offering, the Company’s Board and its stockholders adopted the TransUnion 2015 Employee Stock Purchase Plan, which has since been amended and restated (the “ESPP”). During 2024, we increased the authorized shares under the ESPP to a total of 5.4 million shares. The ESPP provides certain employees of the Company with an opportunity to purchase the Company’s common stock at a discount. As of December 31, 2025, the Company has issued approximately 2.5 million shares of common stock under the ESPP.
For the years ending December 31, 2025, 2024 and 2023, stock-based compensation expense and the related income tax benefits were as follows:
Years Ended December 31,
202520242023
Equity-classified awards
$140.8 $117.3 $95.4 
Liability-classified awards
— — 0.2 
Subtotal of 2012 and 2015 plans
140.8 117.3 95.6 
ESPP stock-based compensation expense
4.8 3.9 4.9 
Total stock-based compensation expense
$145.6 $121.2 $100.6 
Income tax benefits related to stock-based compensation
$19.4 $17.5 $17.2 

2015 Plan
Restricted Stock Units
For our 2025 performance-based restricted stock units based on TSR, the volatility inputs for our stock ranged between 39.08% and 40.43%, and the risk-free interest rate inputs ranged between 3.62% and 3.95%.
Following is a summary of service-based restricted stock units and performance-based restricted stock units as of and for the year ended December 31, 2025:
Service-based restricted stock units
Performance-based restricted stock units
SharesWeighted
Average
Grant Date
Fair Value		SharesWeighted
Average
Grant Date
Fair Value
Nonvested as of December 31, 2024
2,325,894 $74.85 1,503,029 $98.09 
Granted1,250,762 90.62 254,419 110.18 
Vested (1,055,917)76.45 (90,637)99.07 
Forfeited(281,433)80.37 (151,407)102.14 
Nonvested as of December 31, 2025
2,239,306 $82.23 1,515,404 $101.93 
Expected to vest as of December 31, 2025
1,885,490 $96.98 
The intrinsic value of awards vested, the fair value of awards vested and the tax benefit realized from vested awards for the periods presented are as follows:
Years Ended December 31,
202520242023
Intrinsic value of awards vested
$102.2 $91.6 $54.6 
Total fair value of awards vested
89.7 86.0 71.7 
Tax benefit realized from vested awards
17.5 16.2 10.1 
As of December 31, 2025, stock-based compensation expense remaining to be recognized in future years related to restricted stock units that we currently expect to vest was $194.2 million with weighted-average recognition periods of 2 years.
Weighted-average shares outstanding include the dilutive impact of our unvested stock-based awards.

Historical Timeline

Fiscal YearFiled
2025Feb 27, 2026Showing above
2024Feb 13, 2025

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.

Other Available Disclosures

Income TaxesRevenueEarnings Per ShareFair ValuePP&EGoodwill & IntangiblesLeasesSegmentsDebtCommitmentsNew StandardsPay vs Performance