Stock Incentive Plan. Our stockholders have approved the issuance of up to 27.9 million shares under the Amended and Restated 2005 Stock Incentive Plan (the “2005 Plan”). Shares reserved under the 2005 Plan can be granted to officers and other key employees of our Company and its subsidiaries and to non-employee directors of our Company in the form of stock options, stock appreciation rights, performance unit awards, restricted stock awards, or stock bonus awards. Shares granted in the form of a performance unit award, restricted stock award, or stock bonus award are counted toward the aggregate number of shares of common stock available for issuance under the 2005 Plan as two shares for every one share granted or issued in payment of such award. As of December 31, 2025, 3.0 million shares were available for issuance, with 2.6 million shares available for grant.

Restricted Stock. We generally issue new shares (versus treasury shares) to fulfill restricted stock award grants. Restricted stock awards are granted at no cost to the recipient.

Per the terms of the Merger Agreement (see Note 2), the vesting of certain restricted stock awards were accelerated and vested in December 2025. This resulted in approximately 582,000 shares vesting in December 2025 that were originally scheduled to vest at a later period.

We issue restricted stock awards that vest annually over a period of time (generally over three years) with no restrictions other than the passage of time (i.e., the shares are released upon calendar vesting with no further restrictions) (“Time-Based Awards”). Unvested Time-Based Awards are typically forfeited and cancelled upon termination of employment with our Company. Certain Time-Based Awards may vest (i.e., vesting accelerates) upon the involuntary termination of employment, a change in control (as defined) and the subsequent involuntary termination of employment, or death. The fair value of the Time-Based Awards (determined by using the closing market price of our common stock on the grant date) is charged to expense on a straight-line basis over the requisite service period for the entire award.

A summary of our unvested Time-Based Awards activity during 2025 is as follows (shares in thousands):


	Shares			Weighted-Average Grant Date Fair Value
Unvested awards, beginning		886		$	51.44
Awards granted		445			62.03
Awards forfeited/cancelled		(68	)		54.49
Awards vested		(684	)		52.91
Unvested awards, ending		579		$	57.50

In January of 2026, we also granted restricted stock awards to members of management in the form of time-based awards of approximately 171,000 restricted common stock shares, which vest in the first quarter of 2027 with no restrictions other than the passage of time. Certain of these awards may vest (i.e., vesting accelerates) upon the involuntary termination of employment, a change in control (as defined) and the subsequent involuntary termination of employment, or death.

We also issue restricted stock awards to key members of management that vest upon meeting pre-established financial and operational performance objectives (“Performance-Based Awards”) over a defined measurement period. The structure of the performance goals for the Performance-Based Awards has been approved by our stockholders. Certain Performance-Based Awards may vest (i.e., vesting accelerates) upon the involuntary termination of employment or a change in control (as defined) and the subsequent involuntary termination of employment. The fair value of the Performance-Based Awards (determined by using the closing market price of our common stock on the grant date) is charged to expense on a straight-line basis over the performance period (generally two years), based on the probability of achievement of the performance condition.

A summary of our unvested Performance-Based Awards activity during 2025 is as follows (shares in thousands):


	Shares			Weighted-Average Grant Date Fair Value
Unvested awards, beginning		280		$	52.81
Awards granted		203			62.13
Awards forfeited/cancelled		(8	)		55.05
Awards vested		(378	)		54.51
Unvested awards, ending		97		$	62.20

We also issue restricted stock awards to key members of management which vest upon the achievement of specified Company market valuations and conditions ("Market-Based Awards"). The majority of our outstanding Market-Based Awards vest upon meeting a relative total shareholder return performance achievement tier over a three-year measurement period. Additionally, during 2024, we issued an award of approximately 74,000 shares to our President and CEO, which vests contingent upon the achievement of predetermined share price thresholds over a five-year period, subject to time-based service vesting conditions. Certain Market-Based Awards may vest (i.e., vesting accelerates) upon the involuntary termination of employment or a change in control (as defined) and the subsequent involuntary termination of employment. The fair value of the Market-Based Awards (determined using a Monte Carlo valuation method) is charged to expense on a straight-line basis over the performance period or the estimated service period, if applicable.

A summary of our unvested Market-Based Awards activity during 2025 is as follows (shares in thousands):


	Shares			Weighted-Average Grant Date Fair Value
Unvested awards, beginning		190		$	50.17
Awards granted		115			51.79
Awards forfeited/cancelled		(3	)		56.13
Awards vested		(172	)		57.31
Unvested awards, ending		130		$	44.49

The weighted-average grant date fair value per share of restricted stock shares granted during 2025, 2024, and 2023 was $61.20, $49.94, and $52.09, respectively. The total market value of restricted stock shares vesting during 2025, 2024, and 2023 was $86.1 million, $26.6 million, and $28.0 million, respectively, with the increase in 2025 related to the accelerated vestings discussed above.

1996 Employee Stock Purchase Plan. As of December 31, 2025, we have an employee stock purchase plan whereby 2.9 million shares of our common stock have been reserved for sale to our U.S. employees through payroll deductions. The price for shares purchased under the plan is 85% of the market value on the last day of the purchase period. Purchases are made at the end of each month. During 2025, 2024, and 2023, 45,543 shares, 74,615 shares, and 73,982 shares, respectively, were purchased under the plan for $2.5 million ($49.97 to $66.53 per share), $3.1 million ($34.99 to $46.59 per share), and $3.3 million ($39.83 to $50.72 per share), respectively. As of December 31, 2025, 1.0 million shares remain eligible for purchase under the plan. Effective November 1, 2025 and as a result of the Merger announcement, we ceased stock purchases through the employee stock purchase plan.

Stock-Based Compensation. We recorded stock-based compensation of $45.3 million, $33.6 million, and $29.0 million, respectively, for 2025, 2024, and 2023, with the increase in 2025 due to approximately $11 million of expense related to the accelerated vestings discussed above. As of December 31, 2025, there was $33.8 million of total compensation cost related to unvested awards not yet recognized. This amount, excluding the impact of forfeitures, is expected to be recognized over a weighted-average period of 2.1 years.

We recorded a deferred income tax benefit related to stock-based compensation during 2025, 2024, and 2023, of $10.1 million, $6.9 million, and $6.0 million, respectively. The actual income tax benefit realized for the tax deductions from the vesting of restricted stock for 2025, 2024, and 2023, totaled $9.9 million, $5.3 million, and $4.8 million, respectively.