SHARE-BASED AWARDS

12 Months Ended

Dec. 31, 2025

SHARE-BASED AWARDS

SHARE-BASED AWARDS

15. SHARE-BASED AWARDS

Effective April 24, 2025, the shareholders of the Company adopted and approved the Matson, Inc. 2025 Incentive Compensation Plan (the “2025 Plan”) which serves as a successor to the Amended and Restated 2016 Plan. Under the 2025 Plan, 1.4 million shares of common stock were reserved for issuance. The 2025 Plan consists of three separate incentive compensation programs: (i) the discretionary grant program, (ii) the stock issuance program, and (iii) the automatic grant program for the non-employee members of the Company’s Board of Directors, which are described as follows.

Discretionary Grant Program — Under the Discretionary Grant Program, stock options may be granted with an exercise price no less than 100 percent of the fair market value (defined as the closing market price) of the Company’s common stock on the date of the grant. No stock options have been granted under the 2025 Plan.

Stock Issuance Program — Under the Stock Issuance Program, shares of common stock, restricted stock units or performance shares may be granted. Time-based equity awards generally vest ratably over three years. Provided certain three-year performance targets are achieved, performance-based equity awards generally vest on the three-year anniversary date of the grant.

Automatic Grant Program — At each annual shareholder meeting, non-employee directors will receive an award of restricted stock units that entitle the holder to an equivalent number of shares of common stock upon vesting, under the Automatic Grant Program. Awards of restricted stock units granted under the program generally vest on the one-year anniversary of the grant date.

The shares of common stock authorized to be issued under the 2025 Plan may be drawn from shares of the Company’s authorized but unissued common stock or from shares of its common stock that the Company acquires, including shares purchased on the open market or in private transactions.

Share-based compensation expense and other information related to share-based awards for the years ended December 31, 2025, 2024 and 2023 are as follows:

	Years Ended December 31,
Share-based compensation expense, net of estimated forfeitures (in millions)	2025		2024		2023
Share-based compensation expense	$	22.7	$	26.5	$	23.8
Tax benefit realized upon stock vesting	$	6.0	$	5.6	$	6.1
Fair value of stock vested	$	27.5	$	25.6	$	27.8

As of December 31, 2025, unrecognized compensation cost related to non-vested restricted stock units and performance-based equity awards was $20.7 million. Unrecognized compensation cost is expected to be recognized over a weighted average period of approximately 1.6 years.

The following table summarizes non-vested restricted stock unit activity through December 31, 2025 (in thousands, except weighted average grant-date fair value amounts):

	2025 Plan	Weighted
	Restricted	Average Grant-
	Stock Units	Date Fair Value
Outstanding at December 31, 2024	448	$	93.83
Granted	151	$	139.16
Vested	(269)	$	101.91
Canceled	(13)	$	120.70
Added by performance factor (1)	87	$	101.17
Outstanding at December 31, 2025	404	$	108.77

(1) Represents shares paid out above target.