XML 46 R30.htm IDEA: XBRL DOCUMENT v3.25.4
Share-based Payments
12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Share-based Payments
Note 22. Share-based Payments
The following table presents the components of share-based payment expense by consolidated income statement classification:
Year ended December 31,202520242023
Selling, general and administrative:
Stock option compensation expense$0.8 $3.5 $7.7 
Equity-classified share units55.0 47.1 32.0 
Liability-classified share units1.4 2.9 2.5 
Employee stock purchase plan7.3 7.3 4.7 
64.5 60.8 46.9 
Acquisition-related and integration costs:
Acceleration of share-based payments expense— 1.0 6.8 
Share-based continuing employment costs1.5 0.6 3.8 
1.5 1.6 10.6 
$66.0 $62.4 $57.5 
2023 Share Incentive Plan
On May 8, 2023, the Company’s shareholders approved the 2023 Share Incentive Plan (“2023 Plan”) which allows the Company to grant employees, officers, non-employee directors, and other key persons various types of equity-based awards, including stock options, PSUs and RSUs. Up to 9.4 million shares may be issued pursuant to the 2023 Plan and at December 31, 2025 there were 7.3 million shares available for issuance.
The following table summarizes share unit activity (actual number of units; weighted-average grant-date fair value per unit):
PSUs (Performance)PSUs (Market)RSUsDSUs
NumberWA grant
date fair
value
NumberWA grant
date fair
value
NumberWA grant
 date fair
value
NumberWA grant
date fair
value
Outstanding, December 31, 2022662,634$51.71 102,879$66.08 68,024$58.32 108,365$39.35 
Granted94,72958.04 80,398— 425,30953.35 24,57355.49 
Assumed in IAA acquisition— — 366,37952.79 — 
Vested and settled(283,086)42.23 — (309,102)53.22 (32,378)54.68 
Forfeited(58,848)60.62 (9,017)— (10,939)55.06 — 
Outstanding, December 31, 2023415,429$58.35 174,260$— 539,671$53.64 100,560$38.36 
Granted164,52076.11 162,942122.91 340,27176.64 11,88772.93 
Vested and settled(114,315)58.79 (58,511)66.08 (237,766)53.74 (38,957)45.28 
Forfeited(15,459)58.37 (9,737)84.04 (34,371)62.12 — 
Outstanding, December 31, 2024450,175$64.73 268,954$105.53 607,805$66.00 73,490$40.29 
Granted154,552 99.76 154,322 151.24 481,294 98.22 830104.28 
Vested and settled(132,252)58.78 (234)129.28 (286,298)63.59 (2,245)67.40 
Forfeited(98,294)61.82 (48,861)86.19 (46,604)84.20 — 
Outstanding, December 31, 2025374,181$82.06 374,181$126.89 756,197$86.30 72,075$40.18 
Conversion of IAA Share-based Awards
In connection with the acquisition of IAA in March 2023, IAA’s stock options, RSUs and PSU awards were cancelled and exchanged into 0.2 million Company stock options and 0.4 million Company RSU awards, based on the equity award exchange ratio of 0.763139. At closing, the converted share-based awards had an estimated aggregate fair value of $24.9 million, of which $4.8 million was attributable to post-combination services and is being recognized as share-based payments expense over the requisite service periods. The converted awards are subject to the same terms and conditions applicable to the corresponding IAA awards held prior to the acquisition, including vesting terms, with exception to RSU awards that replaced IAA’s PSU awards, which have service conditions rather than service and performance conditions.
Performance Share Units
PSUs are granted to executives and senior employees and contain service conditions along with performance or market conditions, conditional upon the Company's total shareholder return relative to a peer group. PSUs typically have three-year performance and market vesting conditions.
The fair value of PSUs with market conditions are estimated on the grant date using a Monte Carlo simulation model. The significant assumptions used to estimate the fair value are presented in the following table on a weighted-average basis:
December 31, 2025December 31, 2024December 31, 2023
Risk free interest rate4.0 %4.4 %4.5 %
Expected lives of the PSUs3 years3 years2 years
Expected volatility30.4 %32.2 %32.7 %
Average expected volatility of comparable companies34.7 %48.3 %48.6 %
At December 31, 2025, the unrecognized share unit expense related to PSUs with market conditions was $18.7 million, which is expected to be recognized over a weighted-average period of 1.8 years and the unrecognized share unit expense related to PSUs with performance conditions was $12.5 million, which is expected to be recognized over a weighted-average period of 1.8 years.
Restricted Share Units
RSUs granted to employees typically vest over a three-year service period and RSUs granted to directors vest on the earlier of (i) the one year anniversary of the grant date and (ii) the date of the Company's next annual meeting of shareholders. The issuance of shares related to RSUs granted to directors may be deferred at the holder's election.
At December 31, 2025, the unrecognized share unit expense related to equity-classified RSUs was $28.7 million, which is expected to be recognized over a weighted-average period of 1.8 years.
Deferred Share Units
At December 31, 2025, the unrecognized compensation expense associated with DSUs was nil. The total market value of liability-classified share units which vested during the year ended December 31, 2025 was $0.2 million (2024: $3.2 million; 2023: $1.8 million).
Stock Options
There were nil stock options granted during the year ended December 31, 2025 (2024: nil; 2023: 0.3 million). The following table presents stock options granted historically, which remain outstanding and exercisable as of December 31, 2025 (actual number of stock options):
Stock optionsPremium-priced stock options
Outstanding, December 31, 2025790,276392,238
Exercisable, December 31, 2025716,433392,238
At December 31, 2025, the unrecognized compensation expense associated with stock options was $0.1 million. Cash received from stock option exercises for the year ended December 31, 2025 was $22.5 million (2024: $49.3 million; 2023: $34.5 million). The actual tax benefit realized related to the exercise of stock options totaled $1.9 million for the year ended December 31, 2025 (2024: $2.3 million; 2023: $0.8 million).
Employee Stock Purchase Plan
On May 8, 2023, the Company's shareholders approved the 2023 Employee Stock Purchase Plan (the “2023 ESPP”) under which 3.0 million common shares of the Company were reserved for issuance and at December 31, 2025, there were 1.9 million shares available for issuance.
The 2023 ESPP allows eligible employees to contribute up to 15% of their base compensation during each semi-annual offering period, up to twenty-five thousand dollars, towards the purchase of Company’s stock, at 85% of the lower of the fair market value on: i. the first day of the applicable offering period, or ii. the last day of the applicable purchase period within the offering period. Employees also have the option to participate through a cashless program, by electing to settle on a net basis on the purchase date. At the end of each purchase period, employee contributions are used to purchase Company common stock.
During each of the years ended December 31, 2025, December 31, 2024 and December 31, 2023, there were two offerings under the 2023 ESPP. The 2025 offerings had weighted-average grant date fair values of $22.27 and $19.87 (2024: $15.94 and $19.42; 2023: $11.99 and $12.43).
The significant assumptions used to estimate the fair value of ESPP awards are presented in the following table on a weighted-average basis:
December 31, 2025December 31, 2024December 31, 2023
Risk free interest rate3.8 %4.4 %5.3 %
Expected dividend yield1.24 %1.26 %1.81 %
Expected lives of the ESPP9 months9 months8 months
Expected volatility22.7 %27.5 %28.1 %