Unum GroupUNM
Unum Group Stock Compensation Disclosure
Description of Stock Plans
Under the 2022 Stock Incentive Plan (the 2022 Plan), up to 6.8 million shares of common stock are available for awards to our employees, officers, consultants, and directors. Awards may be in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance share units, and other stock-based awards. Each award, under the 2022 plan is counted as 1.00 share. The exercise price for stock options issued cannot be less than the fair value of the underlying common stock as of the grant date. The maximum term of each stock option or stock appreciation right is ten years after the date of grant. At December 31, 2025, approximately 4.8 million shares were available for future grants under the 2022 Plan.
We issue new shares of common stock for all of our stock plan vestings and exercises.
Cash Incentive Units (CIUs)
CIUs are denominated and settled in cash, with each unit representing the right to receive one dollar. Vesting for the CIUs occurs at the end of a three-year period and is based upon prospective company performance measures and our total shareholder return relative to a board-approved peer group during the -year period. We issued 9.7 million, 9.5 million, and 9.0 million CIUs during 2025, 2024, and 2023, respectively. However, actual performance, including the modification for relative total shareholder return, may result in an award of up to 200 percent of the initial number of CIUs issued.
Activity for CIUs, which are classified as a liability, is as follows:
| Units | |||||
| (000s) | |||||
Outstanding at December 31, 2024 | 16,455 | ||||
Granted | 15,545 | ||||
| Vested | (13,228) | ||||
Outstanding at December 31, 2025 | 18,772 | ||||
At December 31, 2025, the three-year performance period for the 2023 CIU grant was completed and the related shares vested, but the performance factor had not yet been applied. The performance factor will be applied during the first quarter of 2026, with payments of awards at that time. Granted and vested amounts in the preceding table also include an adjustment to reflect the application of the performance factor to the 2022 CIU grant, which occurred during the first quarter of 2025.
At December 31, 2025 and 2024 the liability for CIUs was $39.0 million and $36.2 million, respectively. CIU payments made during 2025 and 2024 totaled $12.2 million and $13.9 million. There were no CIU payments made during 2023. At December 31, 2025, we had approximately $0.9 million of unrecognized compensation cost related to CIUs that will be recognized over a weighted average period of 1.6 years. The estimated compensation expense is adjusted for actual performance experience and is recognized ratably during the service period, or remaining service period, if and when it becomes probable that the performance conditions will be satisfied. Compensation cost for CIUs subject to accelerated vesting at the date of retirement eligibility is recognized over the implicit service period.
The fair value of CIUs is estimated at each reporting period using the Monte-Carlo simulation model. Key assumptions used to value CIUs granted are as follows:
Assumptions as of the Year Ended December 31, 2025 | |||||||||||
| 2025 Grant | 2024 Grant | ||||||||||
| Expected Volatility (based on our and our peer group historical daily stock prices) | 30 | % | 28 | % | |||||||
Expected Life (equals the remaining performance period) | 2 years | 1 year | |||||||||
Risk Free Interest Rate (based on U.S. Treasury yields) | 3.43 | % | 3.46 | % | |||||||
Assumptions as of the Year Ended December 31, 2024 | |||||||||||
| 2024 Grant | 2023 Grant | ||||||||||
| Expected Volatility (based on our and our peer group historical daily stock prices) | 30 | % | 30 | % | |||||||
Expected Life (equals the remaining performance period) | 2 years | 1 year | |||||||||
Risk Free Interest Rate (based on U.S. Treasury yields) | 4.25 | % | 4.19 | % | |||||||
Assumptions as of the Year Ended December 31, 2023 | |||||||||||
| 2023 Grant | 2022 Grant | ||||||||||
| Expected Volatility (based on our and our peer group historical daily stock prices) | 30 | % | 27 | % | |||||||
Expected Life (equals the remaining performance period) | 2 years | 1 year | |||||||||
Risk Free Interest Rate (based on U.S. Treasury yields) | 4.26 | % | 4.75 | % | |||||||
Restricted Stock Units (RSUs)
RSUs vest over a to -year service period, beginning at the date of grant, and the compensation cost is recognized ratably during the vesting period. Forfeitable dividend equivalents on RSUs are accrued as cash. Compensation cost for RSUs subject to accelerated vesting at the date of retirement eligibility is recognized over the implicit service period.
Activity for RSUs, which are classified as equity, is as follows:
| Weighted Average | |||||||||||
| Shares | Grant Date | ||||||||||
| (000s) | Fair Value | ||||||||||
| Outstanding at December 31, 2024 | 987 | $ | 44.31 | ||||||||
| Granted | 550 | 81.16 | |||||||||
| Vested | (688) | 50.85 | |||||||||
| Forfeited | (50) | 60.34 | |||||||||
| Outstanding at December 31, 2025 | 799 | 63.05 | |||||||||
During 2025, 2024, and 2023, we issued RSUs with a weighted average grant date fair value per share of $81.16, $49.57, and $45.56, respectively.
The total fair value of shares vested during 2025, 2024, and 2023 was $35.0 million, $34.8 million, and $49.9 million, respectively. At December 31, 2025, we had $30.9 million of unrecognized compensation cost related to RSUs that will be recognized over a weighted average period of 1 year.
Expense
Compensation expense for the stock based plans, as reported in our consolidated statements of income, is as follows:
| Year Ended December 31 | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| (in millions of dollars) | |||||||||||||||||
| Cash Incentive Units | $ | 15.3 | $ | 12.4 | $ | 21.7 | |||||||||||
Restricted Stock Units | 37.3 | 34.5 | 40.3 | ||||||||||||||
| Other | 1.0 | 0.9 | 2.1 | ||||||||||||||
| Total Compensation Expense, Before Income Tax | $ | 53.6 | $ | 47.8 | $ | 64.1 | |||||||||||
| Total Compensation Expense, Net of Income Tax | $ | 47.3 | $ | 41.6 | $ | 57.5 | |||||||||||
Certain prior year amounts in the preceding chart have been reclassified to conform to current presentation.
Cash received under all share-based payment arrangements for the years ended December 31, 2025, 2024, and 2023 was $5.1 million, $6.0 million, and $5.2 million, respectively.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.