Victory Capital Holdings, Inc. Stock Compensation Disclosure
NOTE 15. Share‑Based Compensation
Equity Incentive Plans
The Company's Amended and Restated 2018 Stock Incentive Plan (the “2018 Plan”) authorizes the grant of non-qualified stock options, incentive stock options, restricted stock awards, restricted stock units, stock appreciation rights, performance awards and other awards that may be settled in or based upon shares of the Company’s Common Stock. The aggregate number of shares of common stock authorized for issuance under the 2018 Plan is 6.2 million shares. As of December 31, 2025, 2.7 million shares of Common Stock remained available for issuance under the 2018 Plan.
The Company also maintains the Victory Capital Holdings, Inc. 2018 Employee Stock Purchase Plan (the “ESPP Plan”). Under the Company’s approved offerings under the ESPP Plan, shares of Common Stock are available for purchase at three month calendar intervals at a 5 percent discount from the market price on the purchase date, which is the last day of each calendar quarter during the six month offering period. Amounts purchased by an individual cannot exceed $25,000 worth of stock in any given calendar year. A total of 0.4 million shares of Common Stock is available for issuance under the ESPP Plan. As of December 31, 2025, 0.3 million shares of Common Stock remained available for issuance under the ESPP Plan.
Grant Activity
During the years ended December 31, 2025, 2024 and 2023 the Company issued restricted stock awards with the following vesting terms:
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Year to Date ended December 31, |
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(shares in thousands) |
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2025 |
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2024 |
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2023 |
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Vesting Terms |
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Fully vested on the grant date |
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16 |
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24 |
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39 |
|
Ratably over two years |
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58 |
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76 |
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68 |
|
Ratably over three years |
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303 |
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95 |
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259 |
|
Ratably over four years |
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300 |
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291 |
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24 |
|
Cliff vest after twenty-one months |
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— |
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47 |
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— |
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Cliff vest after two years |
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45 |
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3 |
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84 |
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33% over two years and 67% over one year |
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— |
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— |
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34 |
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67% over two years and 33% over one year |
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— |
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— |
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32 |
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50% over two years and 50% over three years |
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12 |
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— |
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— |
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Total Restricted Stock Awards Issued |
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734 |
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536 |
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540 |
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The following tables presents activity during the years ended December 31, 2025, 2024, and 2023 related to stock option awards and restricted stock awards.
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Shares Subject to Stock Option Awards |
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Year to Date Ended December 31, |
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(units in thousands) |
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2025 |
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2024 |
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2023 |
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Avg wtd |
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Avg wtd |
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Avg wtd |
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Avg wtd |
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Avg wtd |
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Avg wtd |
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|||||||||||||||
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grant-date |
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exercise |
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grant-date |
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exercise |
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grant-date |
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exercise |
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fair value |
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price |
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Units |
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fair value |
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price |
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Units |
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fair value |
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price |
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Units |
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Outstanding at beginning of period |
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$ |
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5.08 |
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$ |
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9.94 |
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720 |
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$ |
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4.68 |
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$ |
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8.76 |
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1,802 |
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$ |
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4.31 |
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$ |
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7.57 |
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2,884 |
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Forfeited |
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— |
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— |
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— |
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3.96 |
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5.99 |
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(6 |
) |
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6.32 |
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13.84 |
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(1 |
) |
Exercised |
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4.80 |
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9.02 |
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(137 |
) |
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4.42 |
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7.99 |
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(1,076 |
) |
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3.69 |
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5.58 |
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(1,081 |
) |
Outstanding at end of the period |
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$ |
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5.14 |
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$ |
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10.15 |
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583 |
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$ |
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5.08 |
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$ |
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9.94 |
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720 |
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$ |
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4.68 |
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$ |
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8.76 |
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1,802 |
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Vested |
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$ |
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5.27 |
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$ |
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10.55 |
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408 |
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$ |
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5.15 |
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$ |
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10.17 |
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544 |
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$ |
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4.66 |
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$ |
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8.71 |
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1,626 |
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Unvested |
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4.85 |
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9.23 |
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175 |
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4.85 |
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9.23 |
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176 |
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4.85 |
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9.23 |
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176 |
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Total intrinsic value of stock options exercised in 2025, 2024, and 2023 was $6.5 million, $43.4 million, and $28.5 million respectively.
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Restricted Stock Awards |
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For Year Ended December 31, |
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(units in thousands) |
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2025 |
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2024 |
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2023 |
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Avg wtd |
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Avg wtd |
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Avg wtd |
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fair value |
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Units |
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fair value |
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Units |
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fair value |
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Units |
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Unvested at beginning of period |
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$ |
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36.67 |
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|
911 |
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$ |
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30.39 |
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|
853 |
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$ |
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25.38 |
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1,153 |
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Granted |
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59.62 |
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|
734 |
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41.71 |
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|
536 |
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30.25 |
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540 |
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Vested |
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34.93 |
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(441 |
) |
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31.00 |
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(462 |
) |
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22.96 |
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(786 |
) |
Forfeited |
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37.95 |
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(62 |
) |
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34.46 |
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(16 |
) |
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29.55 |
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(54 |
) |
Unvested at end of period |
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$ |
|
52.00 |
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|
1,142 |
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$ |
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36.67 |
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|
911 |
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$ |
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30.39 |
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853 |
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Share‑based compensation expense for equity awards is measured at the grant date, based on the estimated fair value of the award, and recognized over the requisite employee service period. Stock option awards have a ten year contractual life.
The Company uses the Common Stock closing price on the grant date as the grant date fair value of restricted share awards. For stock option awards, the grant date fair value of stock option awards is computed using Black‑Scholes option pricing framework.
Share-based Compensation Expense
Share-based compensation expense is included within personnel compensation and benefits in the Consolidated Statements of Operations. The following table summarizes share-based compensation expense, related tax benefits, and the total fair value of restricted share awards vested.
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Year to Date ended December 31, |
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(in thousands) |
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2025 |
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2024 |
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2023 |
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Share-based compensation expense |
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$ |
20,442 |
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$ |
15,220 |
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$ |
16,548 |
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Share-based compensation related tax benefits |
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4,702 |
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3,698 |
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|
4,021 |
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Total fair value of restricted share awards vested |
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25,337 |
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19,459 |
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23,123 |
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As of December 31, 2025, the Company expects to recognize total share-based compensation expense of $42.2 million over a weighted average period of 2.1 years. The aggregate intrinsic value of stock options currently exercisable at December 31, 2025, 2024 and 2023 was $21.5 million, $30.1 million and $41.6 million, respectively.
Shares Withheld for net settlement of employee equity awards
Shares of Common Stock are available for issuance under the 2018 Plan as determined by the Compensation Committee of the Company’s board of directors. Shares underlying awards that are settled in cash, expire or are canceled, forfeited or otherwise terminated without delivery to a participant will again be available for issuance under the 2018 Plan. In addition, shares withheld or surrendered in connection with the payment of an exercise price of an award or to satisfy tax withholding will again be available for issuance under the 2018 Plan.
The following table presents both share and dollar value information about shares withheld for net settlement of employee equity awards:
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For the years ended December 31, |
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2025 |
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2024 |
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2023 |
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(in thousands) |
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Total number of shares net settled |
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217 |
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|
742 |
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|
786 |
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Employee tax obligations satisfied |
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$ |
11,774 |
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$ |
26,408 |
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$ |
18,654 |
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Employee stock option costs satisfied |
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1,218 |
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|
8,335 |
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|
|
5,791 |
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Total withheld related to net settlement of equity awards |
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$ |
12,992 |
|
|
$ |
34,743 |
|
|
$ |
24,445 |
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Mar 6, 2023 | |
| 2021 | Mar 14, 2022 | |
| 2020 | Mar 15, 2021 | |
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.