EQUITY-BASED COMPENSATION

12 Months Ended

Feb. 22, 2025

Share-Based Payment Arrangement [Abstract]

The Company maintains the Albertsons Companies, Inc. 2020 Omnibus Incentive Plan and the Albertsons Companies, Inc. Restricted Stock Unit Plan (the "Equity Plans"). Under the Equity Plans, subsequent to the IPO, 43.6 million shares of Class A common stock have been authorized for issuance as equity awards. As of February 22, 2025, 25.3 million shares of Class A common stock remained available for future awards.

Under the Equity Plans, the Company recognizes equity-based compensation expense for RSUs and RSAs granted to employees and non-employee directors. Upon vesting, RSUs and RSAs will be settled in shares of the Company's Class A common stock. RSUs generally vest over three years from the grant date, based on a service period, or upon a combination of both a service period and achievement of certain performance-based thresholds, and RSAs generally vest over five years from the grant date, with 50% based solely on a service period and 50% upon a service period and achievement of certain performance-based thresholds. For performance-based RSUs ("PBRSUs") granted in fiscal 2024, the number of shares of the Company's Class A common stock to be received at vesting can be adjusted within a predetermined range based on the Company's achieved performance for fiscal 2024 relative to the fiscal 2024 performance target.

In fiscal 2022, all unvested equity awards outstanding participated in the Special Dividend, according to the same vesting terms and conditions as the underlying equity award. Unvested equity awards with dividend equivalent rights ("DERs") received the Special Dividend through the issuance of additional RSUs. Unvested equity awards without DERs received the Special Dividend in cash subject to anti-dilution provisions. For the Special Dividend that settles in cash upon vesting, modification accounting was applied during fiscal 2022 to reflect liability classification. The modification did not result in a material impact to the Company's financial position or results of operations. For further description of the Special Dividend, see Note 8 - Stockholders' Equity and Convertible Preferred Stock.

Equity-based compensation expense recognized in the Consolidated Statements of Operations, net of forfeitures, was as follows (in millions):


	Fiscal 2024		Fiscal 2023		Fiscal 2022
RSUs	$	99.3	$	88.3	$	104.0
RSAs	0.2		3.2		8.4
Liability-classified awards	6.7		13.0		25.9
Total equity-based compensation expense	$	106.2	$	104.5	$	138.3
Total related tax benefit	$	14.7	$	19.5	$	26.9

During fiscal 2024, the Company issued 5.8 million RSUs to its employees and directors, of which 4.1 million shares were granted for accounting purposes. The 4.1 million issued and granted awards consist of 3.3 million RSUs that have solely time-based vesting and 0.8 million PBRSUs that were granted upon the establishment of the fiscal 2024 performance target and that would vest upon both the achievement of such performance target and continued service through the vesting period. Additionally, 1.3 million previously issued PBRSUs were granted in fiscal 2024 upon the establishment of the fiscal 2024 annual performance target and that would vest upon both the achievement of such performance target and continued service through the vesting period, and an additional 0.2 million PBRSUs were granted in fiscal 2024 related to previously issued awards based on achieved performance for fiscal 2023 relative to the fiscal 2023 performance target. The 5.6 million RSUs granted in fiscal 2024 have an aggregate grant date value of $111.6 million. The aggregate grant date value of RSUs granted was $129.5 million and $120.1 million in fiscal 2023 and fiscal 2022, respectively.

The following summarizes the activity of RSUs and RSAs during fiscal 2024:


	Time-Based			Performance-Based
	Number of shares (in millions)	Weighted average grant date fair value		Number of shares (in millions)	Weighted average grant date fair value
Unvested, February 24, 2024	3.6	$	22.61	4.9	$	20.98

Granted	3.3	19.83		2.1	20.05
Performance adjustment (1)	—	—		0.2	20.04

Vested	(3.2)	22.93		(2.7)	21.07
Forfeited or cancelled	(0.4)	21.24		(0.3)	20.14
Unvested, February 22, 2025	3.3	$	20.18	4.2	$	20.45

(1) Represents additional PBRSUs based on achieved performance for fiscal 2023 relative to the fiscal 2023 performance target. The performance adjustment does not include a reduction of 0.3 million PBRSUs based on achieved performance for fiscal 2024 relative to the fiscal 2024 performance target, although these shares have been estimated and included in the determination of equity-based compensation expense and the calculation of diluted net income per common share for fiscal 2024.

During fiscal 2024, fiscal 2023 and fiscal 2022, the aggregate fair value of RSUs and RSAs that vested was $121.7 million, $119.2 million and $137.9 million, respectively. The number of RSUs and RSAs vested includes shares of common stock that the Company withheld on behalf of employees to satisfy statutory tax withholding requirements.

As of February 22, 2025, the Company had $55.7 million of unrecognized compensation cost related to 7.5 million unvested granted RSUs. That cost is expected to be recognized over a weighted average period of 1.7 years. As of February 22, 2025, there was no unrecognized compensation costs related to RSAs or liability-classified awards.

Upon the establishment of the annual performance target for fiscal 2025 and fiscal 2026, the remaining 2.2 million issued PBRSUs will be granted for accounting purposes. As of February 22, 2025, there are no performance-based RSAs that have not been granted for accounting purposes.