WATTS WATER TECHNOLOGIES INC Stock Compensation Disclosure

(15) Stock-Based Compensation

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As of December 31, 2025, the Company maintains one stock incentive plan, the Third Amended and Restated 2004 Stock Incentive Plan (the “2004 Stock Incentive Plan”). At December 31, 2025, 764,240 shares of Class A common stock were available for future grants of new equity awards under this plan. The Company currently grants deferred stock awards to key employees and stock awards to non-employee members of the Company’s Board of Directors under the 2004 Stock Incentive Plan. The Company also previously granted shares of restricted stock to key employees. Stock awards to non-employee members of the Company’s Board of Directors vest immediately. Employees’ restricted stock awards and deferred stock awards typically vest over a three-year period at the rate of one-third per year. The shares that are subject to restricted stock awards are outstanding upon grant of the restricted stock awards whereas the shares that are subject to deferred stock awards are outstanding only upon vesting and settlement of the deferred stock award. The restricted stock awards and deferred stock awards are amortized to expense on a straight-line basis over the vesting period. 

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The Company also grants performance stock units to key employees under the 2004 Stock Incentive Plan. Performance stock units cliff vest at the end of a performance period set by the Compensation Committee of the Board of Directors at the time of grant, which is currently three years. Upon vesting, the number of shares of the Company’s Class A common stock awarded to each performance stock unit recipient will be determined based on the Company’s performance relative to certain performance goals set at the time the performance stock units were granted. The recipient of a performance stock unit award may earn from zero shares to twice the number of target shares awarded to such recipient. The performance stock units are amortized to expense over the vesting period, and based on the Company’s performance relative to the performance goals, may be adjusted. Changes to the estimated shares expected to vest will result in adjustments to the related stock-based compensation expense that will be recorded in the period of change. If the performance goals are not met, no awards are earned and previously recognized compensation expense is reversed. The performance goals for the performance stock units are based on the compound annual growth rate of the Company’s revenue over the three-year performance period and the Company’s return on invested capital (ROIC) for the third year of the performance period.

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The Company includes “retirement vesting” provisions in the agreements for its deferred stock awards and performance stock units. These provisions provide that an employee who retires from the Company after attaining age 55 and 10 years of service and who meets certain other requirements, including non-competition and non-solicitation requirements, would be allowed to continue to vest in his or her deferred stock awards for the duration of the vesting periods and would be entitled to receive a pro rata portion of his or her performance stock units based on the period of service elapsed during the performance period. The employee is required to remain employed through the last working day of the grant year in order to be entitled to retirement vesting of the award in addition to the other provisions.

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The Company also has a Management Stock Purchase Plan that allows for the granting of restricted stock units (RSUs) to key employees. On an annual basis, key employees may elect to receive a portion of their annual incentive compensation in RSUs instead of cash. Participating employees may use up to 50% of their annual incentive bonus to purchase RSUs for a purchase price equal to 80% of the fair market value (or at a 20% discount) of the Company’s Class A common stock as of the date of grant. RSUs vest either annually over a three-year period from the grant date or upon the third anniversary of the grant date. Receipt of the shares underlying RSUs is deferred for a minimum of three years, or such greater number of years from the date of the grant as is chosen by the employee. An aggregate of 2,000,000 shares of Class A common stock may be issued under the Management Stock Purchase Plan. At December 31, 2025, 677,258 shares of Class A common stock were available for future grants under the Company’s Management Stock Purchase Plan.

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2004 Stock Incentive Plan

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The following is a summary of unvested restricted stock and deferred stock awards activity and related information:

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The total fair value of shares vested during 2025, 2024 and 2023 was $10.6 million, $10.8 million and $12.7 million, respectively. At December 31, 2025, total unrecognized compensation cost related to unvested deferred stock awards was approximately $5.3 million with a total weighted average remaining term of 1.66 years. For 2025, 2024 and 2023, the Company recognized compensation costs of $9.6 million, $10.7 million and $9.3 million, respectively.

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The aggregate intrinsic value of deferred shares granted and outstanding approximated $23.6 million representing the total pre-tax intrinsic value based on the Company’s closing Class A common stock price of $276.02 as of December 31, 2025.

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The following is a summary of unvested performance stock award activity and related information:

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The granted and vested shares activity include any adjustments required based on performance goal attainment on vesting. The total fair value of shares vested during 2025, 2024 and 2023 was $13.9 million, $16.6 million and $21.1 million, respectively. At December 31, 2025, total unrecognized compensation cost related to unvested performance stock awards was approximately $11.2 million with a total weighted average remaining term of 1.51 years. For 2025, 2024 and 2023, the Company recognized compensation costs of $10.4 million, $7.5 million and $9.7 million, respectively.

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The aggregate intrinsic value of performance shares granted and outstanding approximated $27.4 million representing the total pre-tax intrinsic value based on the Company’s closing Class A common stock price of $276.02 as of December 31, 2025.

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Management Stock Purchase Plan

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Total unrecognized compensation cost related to unvested RSUs was approximately $1.4 million at December 31, 2025 with a total weighted average remaining term of 1.41 years. For 2025, 2024 and 2023, the Company recognized compensation cost of $1.2 million, $1.3 million, and $1.2 million, respectively. Dividends declared for RSUs that are paid to individuals but remain unpaid and accrued at December 31, 2025 totaled approximately $0.1 million.

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A summary of the Company’s RSU activity and related information is shown in the following table:

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As of December 31, 2025, the aggregate intrinsic values of outstanding and vested RSUs were approximately $7.4 million and $2.9 million, respectively, representing the total pre-tax intrinsic value, based on the Company’s closing Class A common stock price of $276.02 as of December 31, 2025, which would have been received by the RSUs holders had all RSUs settled as of that date. The total intrinsic value of RSUs settled for 2025, 2024 and 2023 was approximately $2.9 million, $2.1 million and $2.4 million, respectively. Upon settlement of RSUs, the Company issues shares of Class A common stock.

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The following table summarizes information about RSUs outstanding at December 31, 2025:

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The fair value of the 20% discount of each share issued under the Management Stock Purchase Plan is estimated on the date of grant, using the Black-Scholes-Merton Model, based on the following weighted average assumptions:

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The risk-free interest rate is based upon the U.S. Treasury yield curve at the time of grant for the respective expected life of the RSUs. The expected life (estimated period of time outstanding) of RSUs and volatility were calculated using historical data. The expected dividend yield of stock is the Company’s best estimate of the expected future dividend yield.

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The above assumptions were used to determine the weighted average grant-date fair value of the discount of RSUs granted of $67.63, $68.94 and $57.50 during 2025, 2024 and 2023, respectively.

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At December 31, 2025, the Company had total unrecognized compensation costs related to unvested stock-based compensation arrangements of approximately $17.9 million and a total weighted average remaining term of 1.55 years. For 2025, 2024 and 2023, the Company recognized compensation costs related to stock-based programs of $21.2 million, $19.5 million, and $20.2 million, respectively. For 2025, 2024 and 2023, stock compensation expense of $1.0 million, $0.9 million and $1.5 million, respectively, was recorded in cost of goods sold and $20.2 million, $18.6 million and $18.7 million, respectively, was recorded in selling, general and administrative expenses. For 2025, 2024 and 2023, the Company recorded $2.9 million, $2.6 million and $2.9 million, respectively, of tax benefit for its other stock-based plans. For 2025, 2024 and 2023, the recognition of total stock-based compensation expense impacted both basic and diluted net income per common share by $0.50, $0.46 and $0.47, respectively.