Common stockholders are entitled to vote on all matters submitted to a vote of the Holdings’ stockholders. Subject to the rights of holders of any then outstanding shares of Holdings’ preferred stock, Holdings’ common stockholders are entitled to dividends declared by Holdings’ board of directors. The shares of the Holdings’ common stock are not subject to any redemption provisions. Holdings has no issued and outstanding shares of preferred stock.

Holdings’ ability to pay dividends is effectively limited by its status as a holding company and the terms of CUSA’s indentures and senior secured credit facility, which also significantly restricts the ability of certain of CUSA’s subsidiaries to pay dividends directly or indirectly to Holdings. See Note 13 for discussion of restrictions contained within the debt agreements of CUSA.

Treasury stock represents shares of common stock repurchased by Holdings and not yet retired. Holdings has applied the cost method in recording its treasury shares. Below is a summary of Holdings’ treasury stock activity for the years ended December 31, 2022, 2023 and 2024.


	Number of Treasury Shares		Cost
Balance at January 1, 2022		5.35	$	91.1
Restricted stock withholdings (1)		0.26		4.3
Restricted stock forfeitures (2)		0.07		—
Balance at December 31, 2022		5.68	$	95.4
Restricted stock withholdings (1)		0.22		2.9
Restricted stock forfeitures (2)		0.10		—
Balance at December 31, 2023		6.00	$	98.3
Restricted stock withholdings (1)		0.28		4.9
Restricted stock forfeitures (3)		0.10		—
Balance at December 31, 2024		6.38	$	103.2

(1)

Holdings withheld shares as a result of the election by certain employees to satisfy their tax liabilities upon vesting in restricted stock and restricted stock units. Holdings determined the number of shares to be withheld based upon market values of the common stock of Holdings on the vest dates. Below is a summary of the range of market values per share on the vest dates for the years indicated:

(2)

Holdings repurchased forfeited restricted shares in 2022 and 2023 at a cost of $0.001 per share in 2022 and 2023 in accordance with the 2017 Omnibus Plan.

(3)

Holdings repurchased forfeited restricted shares in 2024 at a cost of $0.001 per share in 2024 in accordance with the 2024 Long-Term Incentive Plan.

As of December 31, 2024, Holdings had no plans to retire any shares of its treasury stock.

CUSA has 1.5 shares (in thousands) of Class A common stock and 182.6 shares (in thousands) of Class B common stock outstanding, all of which are held by Holdings. Holders of Class A common stock have exclusive voting rights. Holders of Class B common stock have no voting rights except upon any proposed amendments to the articles of incorporation. However, they may convert their Class B common stock, at their option, to Class A common stock. In the event of any liquidation, holders of the Class A and Class B common stock will be entitled to their pro-rata share of assets remaining after any holders of preferred stock have received their preferential amounts based on their respective shares held.

CUSA has 1.0 shares of preferred stock, $1.00 par value, authorized with none issued or outstanding. The rights and preferences of preferred stock will be determined by the CUSA Board of Directors at the time of issuance.

CUSA’s ability to pay dividends is effectively limited by the terms of its indentures and its senior secured credit facility, which also significantly restricts the ability of certain of CUSA’s subsidiaries to pay dividends directly or indirectly to it. See Note 13 for a discussion of restrictions contained within CUSA’s debt agreements.

Below is a summary of restricted stock activity for the years ended December 31, 2022, 2023 and 2024:


	Year Ended					Year Ended					Year Ended
	December 31, 2022					December 31, 2023					December 31, 2024
	Shares of Restricted Stock			Weighted Average Grant Date Fair Value		Shares of Restricted Stock			Weighted Average Grant Date Fair Value		Shares of Restricted Stock			Weighted Average Grant Date Fair Value
Outstanding at January 1		1.99		$	21.73		1.85		$	20.64		2.35		$	15.67
Granted		0.88		$	16.40		1.38		$	12.07		0.98		$	16.64
Vested		(0.95	)	$	19.13		(0.78	)	$	21.04		(0.93	)	$	16.17
Forfeited		(0.07	)	$	18.91		(0.10	)	$	16.40		(0.10	)	$	14.93
Outstanding at December 31		1.85		$	20.64		2.35		$	15.67		2.30		$	15.91

During the year ended December 31, 2024, Holdings granted 1.0 shares of its restricted stock to certain CUSA employees and to Holdings’ directors. The fair value of the restricted stock granted was determined based on the market value of the Holdings’ common stock on the grant dates, which ranged from $16.43 to $35.18 per share for the 2024 grants. The Company assumed forfeiture rates ranging from 0% to 10% for the restricted stock awards granted in 2024. The restricted stock granted to employees vests over periods ranging from one to three years based on continued service. The recipients of restricted stock are entitled to receive non-forfeitable dividends and to vote their respective shares, however, the sale and transfer of the restricted stock is prohibited during the restriction period.

Below is a summary of restricted stock award activity recorded for the periods indicated.


	Year Ended December 31,
	2022		2023		2024
Compensation expense recognized during the period:
CUSA employees (1)	$	14.8	$	15.1	$	17.4
Holdings directors		1.0		1.2		1.3
Total recognized by Holdings (1)	$	15.8	$	16.3	$	18.7

Fair value of vested restricted stock held by:
CUSA employees	$	15.3	$	9.1	$	14.5
Holdings directors		0.6		1.3		1.4
Holdings total	$	15.9	$	10.4	$	15.9

Income tax benefit recognized upon vesting of restricted stock awards held by:
CUSA employees	$	2.7	$	0.6	$	1.8
Holdings directors		0.1		0.3		0.3
Holdings total income tax benefit	$	2.8	$	0.9	$	2.1

(1)

Compensation expense for the year ended December 31, 2024 includes approximately $0.9 related to a portion of the short-term field incentive compensation plan for 2024 to be settled in restricted stock.

Holdings granted performance awards in the form of performance stock units (“PSUs”), formerly referred to as restricted stock units, in 2022, 2023, and 2024. Based upon the terms of the award agreements, the performance stock units vest based on a combination of financial performance factors and continued service.

The financial performance factors for the performance stock units have a threshold, target and maximum level of payment opportunity and vest on a pro-rata basis according to the performance level achieved by the Company during the performance period as compared to the performance goals. At the time of the performance stock unit grants, the Company assumes the financial performance target will be reached for the defined measurement period in determining the amount of compensation expense to record for such grants. If and when additional information becomes available to indicate that something other than the target level will be achieved, the Company adjusts compensation expense accordingly.

Grantees of performance stock units are eligible to receive a ratable portion of the common stock issuable if the achievement of the performance goals is within the targets previously noted. All performance stock units granted will be paid in the form of Holdings’ common stock once the participant has completed the service period. Performance stock unit award participants are eligible to receive dividend equivalent payments to the extent declared by Holdings during the vesting period if, and at the time, the performance stock unit awards vest.

2024 awards - During the year ended December 31, 2024, Holdings granted performance awards to certain CUSA employees in the form of performance stock units. The maximum number of shares issuable under the performance awards granted during 2024 is approximately 1.15 shares of Holdings' common stock. The grant date fair value was $16.43 per share. The Company assumed a 5% forfeiture rate for the performance units granted in 2024. The performance metrics for these performance awards are based upon cumulative three-year Adjusted EBITDA and cash flows, with a performance measurement period of the three-year period ended December 31, 2026. The service period ends on February 19, 2027. Below is a summary of the performance stock units expected to vest based on specified performance metric achievement levels for these performance awards:

The Company currently estimates that the most likely outcome to be achieved based on updated performance metric expectations is 150% of target for the performance units granted in 2024.

2023 awards - During the year ended December 31, 2023, Holdings granted performance awards in the form of performance stock units. The maximum number of shares issuable under the performance awards granted during 2023 is approximately 1.5 shares of Holdings' common stock. The grant date fair value was $11.68 per share. The Company assumed a 5% forfeiture rate for the performance units granted in 2023. The performance metrics for these performance awards are based upon cumulative three-year Adjusted EBITDA and cash flows, with a performance measurement period of the three years ended December 31, 2025. The service period ends on February 20, 2026. Below is a summary of the performance stock units expected to vest based on specified performance metric achievement levels for these performance awards:

2022 awards - During the year ended December 31, 2022, Holdings granted performance awards in the form of performance stock units. The maximum number of shares issuable under the performance awards granted during 2022 is 0.8 shares of Holdings’ common stock. The grant date fair value was $16.65 per share. The financial performance metrics are based upon the achievement of pre-established criteria for revenue and consolidated cash flows as defined in the award agreement, with a performance measurement period of one year and a service period that ends on February 23, 2025. As of December 31, 2024, a total of 0.8 PSUs granted during 2022 are expected to vest in February 2025, reflecting an actual certified performance level at the maximum performance level.

Below is a summary of performance stock unit activity for the periods presented:


	Year Ended December 31,
	2022		2023		2024
Number of performance stock unit awards that vested during the period		0.10		0.14		0.12
Fair value of performance stock unit awards that vested during the period	$	1.7	$	1.8	$	2.1
Accumulated dividends paid upon vesting of performance stock unit awards	$	0.3	$	0.2	$	0.1
Compensation expense recognized during the period	$	5.7	$	8.7	$	14.8
Income tax expense related to stock unit awards	$	—	$	0.8	$	1.6

As of December 31, 2024, the estimated remaining unrecognized compensation expense related to the outstanding performance stock unit awards was $16.3. The weighted average period over which this remaining compensation expense will be recognized is approximately 1.2 years. As of December 31, 2024, Holdings had performance stock units outstanding that represented a total of 2.9 hypothetical shares of common stock, net of estimated forfeitures, reflecting performance levels described above for each grant.

Year Ended December 31,

Market Values

$12.11 to $18.33

$11.16 to $18.36

$13.93 to $31.57