VERRA MOBILITY Corp Stock Compensation Disclosure

In October 2018, the Company established the Verra Mobility 2018 Equity Incentive Plan which provides for a variety of stock-based awards including RSUs, PSUs, and non-qualified stock options to employees and non-employee directors. In May 2023, the stockholders approved the Verra Mobility Corporation Amended and Restated 2018 Equity Incentive Plan (the “2018 Plan”), which, among other things, increased the maximum number of shares available for awards by 5,000,000 shares. The maximum number of shares of the Company’s common stock that may be subject to awards under the 2018 Plan was 15,864,000 as of December 31, 2025, subject to adjustment in accordance with the terms of the 2018 Plan. At December 31, 2025, the Company had an aggregate of 6,010,131 shares of common stock available for future grants under the 2018 Plan.

RSUs and PSUs

The Company’s RSUs consist of a right to receive shares on one or more vesting dates in the future. RSUs granted to employees vest ratably over four years (or shorter periods for certain grants) from their individual award dates, subject to continued employment on the applicable vesting dates. RSUs granted to non-employee directors vest on the earlier of (a) the first anniversary of the vesting start date, or (b) the date immediately prior to the next annual stockholders meeting held by the Company occurring after the date of grant.

The Company grants PSUs to senior executives which consist of a right to receive shares generally at the end of a three-year period (or ratably over three years for certain grants). PSUs are issued upon continued service along with the relative satisfaction of a market condition that generally measures either the Company’s total stockholder return relative to a comparably calculated return for a peer group during the performance period or to the Company’s absolute total stockholder return. The level at which the performance condition is attained upon the completion of the performance period determines the actual number of shares of the Class A Common Stock into which the PSUs will be converted. The conversion percentage ranges from 0% up to 150% of the target level.

The fair value of RSUs vested during fiscal years 2025, 2024, and 2023 was $13.9 million, $11.4 million, and $7.2 million, respectively. The fair value of PSUs vested during fiscal years 2025, 2024, and 2023 was $3.0 million, $2.2 million, and $1.4 million, respectively. As of December 31, 2025, the Company had $33.5 million and $12.7 million of unrecognized stock-based compensation expense related to unvested RSUs and PSUs, respectively, which is expected to be recognized over a weighted average period of 2.3 years and 1.5 years, respectively.

Stock Options

Stock options granted vest ratably over four years from their individual award dates, subject to continued employment on the applicable vesting dates, with a contractual term of ten years. The following table summarizes the activity of the Company’s stock options:

The weighted average fair value of options granted in fiscal year 2023 was $8.08 per share. There were no stock options granted during fiscal years 2024 and 2025. The Company received approximately $5.9 million, $4.3 million, and $1.1 million related to stock options exercised during fiscal years 2023, 2024, and 2025, respectively. As of December 31, 2025, the Company had $0.2 million of unrecognized stock-based compensation expense related to unvested stock options which is expected to be recognized over a weighted average period of less than a year.

Tax benefits attributable to stock-based compensation represented approximately $4.2 million, $6.4 million, and $3.3 million, before limitations under section 162(m) of the IRC, during the years ended December 31, 2025, 2024, and 2023, respectively.