Western Union CO Stock Compensation Disclosure
15. Stock-Based Compensation Plans
The Western Union Company 2015 Long-Term Incentive Plan and 2024 Long-Term Incentive Plan
The Western Union Company 2024 Long-Term Incentive Plan (“2024 LTIP”), approved on May 17, 2024, provides for the granting of stock options, restricted stock awards and units, unrestricted stock awards and units, and other equity-based awards. These awards may be granted to the Company's employees, non-employee directors, consultants,
independent contractors, and agents by the Compensation and Benefits Committee of the Company’s Board of Directors (the “CBC”), in its sole discretion. Prior to this, equity-based awards were granted out of the 2015 Long-Term Incentive Plan (“2015 LTIP”). Shares available for grant under the 2024 LTIP were 22.2 million as of December 31, 2025.
Stock options granted to employees are issued with exercise prices equal to the fair market value of Western Union common stock on the grant date, have 10-year terms, and typically over equal annual increments beginning one year after the grant date. Stock options granted to executive officers and certain other key employees generally vest on a prorated basis upon termination. Compensation expense related to stock options is recognized over the requisite service period, which is the same as the vesting period.
Restricted stock units granted to employees typically vest on a graded basis over or four years in equal, annual increments, beginning one year after the grant date, or after grant date on a cliff basis. Restricted stock units granted to executive officers and employees terminated involuntarily and without cause vest on a prorated basis upon termination. Restricted stock units granted to certain retirement eligible employees who provide advance notice of retirement may vest fully upon termination. Restricted stock units granted in 2025 and 2024 to retirement eligible employees who do not provide advance notice of retirement may be forfeited upon termination, whereas 2023 awards may vest on a prorated basis upon termination. The fair value of restricted stock units is measured based on the Company’s stock price on the grant date. Restricted stock units accrue dividend equivalents, with dividend equivalents paid in cash to the extent that the underlying shares vest. Compensation expense related to restricted stock units is recognized over the requisite service period, which is the same as the vesting period.
In 2025, 2024, and 2023, the CBC granted the CEO long-term incentive awards consisting of 60% Financial Performance Share Units (“PSUs”) with a total shareholder return (“TSR”) modifier (“Financial PSUs with a TSR modifier”), 20% stock option awards, and 20% restricted stock unit awards. In 2025 and 2024, the CBC granted the Company’s executive officers and certain other key employees, excluding the CEO, long-term incentive awards which consisted of a combination of: 1) Financial PSUs with a TSR modifier, restricted stock unit awards, and stock option awards, or 2) Financial PSUs with a TSR modifier and restricted stock unit awards. In 2023, the CBC granted these employees Financial PSUs with a TSR modifier and restricted stock unit awards. In 2025, 2024, and 2023, the CBC granted other executive management of the Company awards which consisted of 50% Financial PSUs with a TSR modifier and 50% restricted stock unit awards, and the CBC also granted certain other non-executive employees of the Company annual equity grants consisting of restricted stock unit awards over this same period.
The performance-based restricted stock units granted to the Company’s executives in 2025, 2024 and 2023 are Financial PSUs with a TSR modifier. The financial metric requires the Company to meet certain financial objectives over three individual, annual performance periods. The market condition consists of a modifier tied to the Company’s total shareholder return in relation to the S&P MidCap 400 or S&P 500 Index as calculated over a three-year performance period.
The PSUs discussed above will vest 100% on the third anniversary of the grant date, contingent upon threshold financial and market performance metrics being met. The actual number of performance-based restricted stock units that the recipients will receive for awards in 2025, 2024 and 2023 range from 0% up to 200% of the target number of stock units granted, contingent upon actual financial and total shareholder return performance results. The grant date fair value of all performance based restricted stock units is fixed, and the amount of restricted stock units that will ultimately vest depends upon the level of achievement of the performance and market conditions over the performance period. The fair value of the Financial PSUs with a TSR modifier is determined using the Monte-Carlo simulation model. Awards granted to executive officers and employees terminated involuntarily and without cause vest on a prorated basis upon termination. Financial PSUs with a TSR modifier granted to certain retirement eligible employees who provide advance notice of retirement may vest fully upon termination. Financial PSUs with a TSR modifier granted in 2025 and 2024 to retirement eligible employees who do not provide advance notice of retirement may be forfeited upon termination, whereas 2023 awards may vest on a prorated basis upon termination. Compensation expense related to PSUs is recognized over the requisite service period, which is the same as the vesting period.
The Company has also granted restricted stock units and options to the non-employee directors of the Company. The fair value of these restricted stock units is measured based on the fair value of the shares on the grant date and may be settled upon vesting unless the participant elects to defer the receipt of common shares under the applicable plan rules. Options have 10-year terms and are issued with exercise prices equal to the fair market value of Western Union common stock on the grant date. Both of these awards vest one year after the grant date and on a prorated basis upon a qualifying departure. Compensation expense for these awards is recognized over the requisite service period, which is the same as the vesting period.
Stock Option Activity
A summary of stock option activity for the year ended December 31, 2025 was as follows (options and aggregate intrinsic value in millions):
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Weighted- |
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Weighted-Average |
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Aggregate |
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Options |
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Price |
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(Years) |
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Value |
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Outstanding as of January 1 |
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8.4 |
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$ |
14.92 |
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Granted |
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3.9 |
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$ |
10.64 |
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Exercised |
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— |
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$ |
— |
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Cancelled/forfeited |
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(0.1 |
) |
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$ |
19.63 |
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Outstanding as of December 31 |
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12.2 |
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$ |
13.51 |
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7.8 |
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$ |
— |
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Options exercisable as of December 31 |
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5.2 |
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$ |
15.96 |
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6.7 |
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$ |
— |
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There were no options exercised during the years ended December 31, 2025 and 2024. The Company received $0.2 million in cash proceeds related to the exercise of stock options during the year ended December 31, 2023. Upon the exercise of stock options, shares of common stock are issued from authorized common shares. The total tax benefits and total intrinsic value from the exercise of options were immaterial for the year ended December 31, 2023.
Restricted Stock Activity
A summary of activity for restricted stock units and performance-based restricted stock units for the year ended December 31, 2025 was as follows (units in millions):
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Weighted-Average |
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Units |
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Grant-Date Fair Value |
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Non-vested as of January 1 |
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8.2 |
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$ |
14.14 |
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Granted |
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5.6 |
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$ |
10.43 |
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Vested |
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(2.2 |
) |
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$ |
14.42 |
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Forfeited |
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(2.0 |
) |
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$ |
13.50 |
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Non-vested as of December 31 |
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9.6 |
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$ |
12.05 |
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Stock-Based Compensation Expense
The following table sets forth the total impact on earnings for stock-based compensation expense recognized in the Consolidated Statements of Income resulting from stock options, restricted stock units, performance-based restricted stock units and deferred stock units for the years ended December 31, 2025, 2024, and 2023 (in millions, except per share data):
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2025 |
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2024 |
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2023 |
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Stock-based compensation expense |
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$ |
(46.6 |
) |
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$ |
(38.9 |
) |
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$ |
(35.9 |
) |
Income tax benefit from stock-based compensation expense |
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7.6 |
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6.8 |
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6.1 |
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Net income impact |
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$ |
(39.0 |
) |
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$ |
(32.1 |
) |
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$ |
(29.8 |
) |
Earnings per share impact: |
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Basic and diluted |
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$ |
(0.12 |
) |
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$ |
(0.09 |
) |
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$ |
(0.08 |
) |
Compensation cost is recognized only for those options, awards, and units expected to vest, with forfeitures estimated at the date of grant and evaluated and adjusted periodically to reflect the Company’s historical experience and future expectations. Any change in the forfeiture assumption is accounted for as a change in estimate, with the cumulative effect of the change on periods previously reported being reflected in the consolidated financial statements of the period in which the change is made.
As of December 31, 2025, there was $4.4 million of total unrecognized compensation cost, net of assumed forfeitures, related to non-vested stock options, which is expected to be recognized over a weighted-average period of 2.5 years, and there was $38.4 million of total unrecognized compensation cost, net of assumed forfeitures, related to non-vested restricted stock units and performance-based restricted stock units, which is expected to be recognized over a weighted-average period of 1.8 years.
Fair Value Assumptions
The Company used the following assumptions for the Black-Scholes option pricing model to determine the value of Western Union options granted for the years ended December 31, 2025, 2024, and 2023:
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2025 |
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2024 |
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2023 |
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Stock options granted: |
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Weighted-average risk-free interest rate |
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4.3 |
% |
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4.2 |
% |
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4.0 |
% |
Weighted-average dividend yield |
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8.8 |
% |
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7.7 |
% |
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6.0 |
% |
Volatility |
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29.3 |
% |
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26.9 |
% |
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27.8 |
% |
Expected term (in years) |
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7.19 |
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7.12 |
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7.23 |
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Weighted-average grant date fair value |
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$ |
1.15 |
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$ |
1.47 |
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$ |
2.09 |
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Risk-free interest rate - The risk-free rate for stock options granted was determined by using a United States Treasury rate for the period that coincided with the expected terms listed above.
Expected dividend yield - The Company’s expected annual dividend yield was the calculation of the annualized Western Union dividend divided by an average Western Union stock price on each respective grant date.
Expected volatility - For the Company’s executives and non-employee directors, the Company used a blend of implied and historical volatility, which was calculated using the market price of traded options on Western Union’s common stock and the historical volatility of Western Union stock. There were no options granted to non-executive employees in 2025, 2024, or 2023.
Expected term - For 2025, 2024, and 2023, the expected term for the Company's executives and non-employee director grants was approximately seven years and eight years, respectively. The Company’s expected term for options was based
upon, among other things, historical exercises, the vesting term of the Company’s options, and the options’ contractual term of 10 years.
The assumptions used to calculate the fair value of options granted are evaluated and revised, as necessary, to reflect market conditions and the Company’s historical experience and future expectations. The calculated fair value is recognized as compensation cost in the Company’s consolidated financial statements over the requisite service period of the entire award.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 20, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2018 | Feb 21, 2019 | |
| 2017 | Feb 22, 2018 | |
| 2016 | Feb 22, 2017 | |
| 2015 | Feb 19, 2016 | |
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.