v3.25.2
Share-based Compensation
6 Months Ended
Jun. 30, 2025
Share-Based Payment Arrangement [Abstract]  
Share-based Compensation Share-based Compensation
Our share-based compensation expense primarily relates to the share-based incentive awards issued by Liberty Global to its employees and employees of its subsidiaries. A summary of our aggregate share-based compensation expense is set forth below: 
 Three months ended
June 30,
Six months ended
June 30,
 2025202420252024
 in millions
Liberty Global (a):
Non-performance based incentive awards$21.3 $27.8 $43.1 $56.1 
Performance-based incentive awards15.4 4.9 20.9 7.0 
Other (b)8.8 7.4 14.9 14.8 
Total Liberty Global45.5 40.1 78.9 77.9 
Other3.9 3.3 3.9 4.5 
Total$49.4 $43.4 $82.8 $82.4 
Included in:
Other operating expense$3.5 $4.8 $6.4 $9.4 
SG&A expense45.9 38.6 76.4 73.0 
Total$49.4 $43.4 $82.8 $82.4 
_______________

(a)Amounts include share-based compensation expense related to certain Telenet Replacement Awards.

(b)Represents annual incentive compensation and defined contribution plan liabilities that have been or are expected to be settled with Liberty Global common shares. In the case of annual incentive compensation, shares have been or will be issued to senior management and key employees pursuant to a shareholding incentive program. The shareholding incentive program allows these employees to elect to receive up to 100% of their annual incentive compensation in common shares of Liberty Global in lieu of cash.
The following table provides the aggregate number of options, SARs and performance-based share appreciation rights (PSARs) with respect to awards issued by Liberty Global that were (i) outstanding and (ii) exercisable as of June 30, 2025:
Class AClass C
Gross number of shares underlying option, SAR and PSAR awards (a)Weighted average exercise or base priceGross number of shares underlying option, SAR and PSAR awards (a)Weighted average exercise or base price
Held by Liberty Global employees:
Outstanding38,611,646 $13.86 86,733,678 $14.03 
Exercisable33,193,110 $14.51 76,747,448 $14.46 
Held by former Liberty Global employees (b):
Outstanding2,868,454 $15.58 5,608,974 $15.60 
Exercisable2,690,030 $15.90 5,265,641 $15.88 
_______________

(a)Amounts represent the gross number of shares associated with option, SAR and PSAR awards issued to our current and former employees and our directors. Our company settles SARs and PSARs on a net basis when exercised by the award holder, whereby the number of shares issued represents the excess value of the award based on the market price of the respective Liberty Global shares at the time of exercise relative to the award’s exercise price. In addition, the number of shares issued is further reduced by the amount of the employee’s required income tax withholding.

(b)Amounts represent certain share-based awards that continue to be held by former employees of Liberty Global subsequent to certain spin-off or disposal transactions, or as otherwise permitted under applicable Liberty Global equity plan documents. Although future exercises of these awards by former employees will not result in the recognition of share-based compensation expense, such exercises will increase the number of our outstanding common shares.

The following table provides the aggregate number of restricted share units (RSUs) and performance-based restricted share units (PSUs) that were outstanding as of June 30, 2025. The number of shares to be issued on the vesting date of these awards will be reduced by the amount of the employee’s required income tax withholding.
Class AClass C
Held by Liberty Global employees:
RSUs3,464,075 4,572,836 
PSUs4,916,529 6,730,895 
Held by former Liberty Global employees (a):
RSUs59,543 111,428 
PSUs10,220 10,180 
_______________

(a)Amounts represent certain share-based awards that continue to be held by former employees of Liberty Global subsequent to certain spin-off or disposal transactions, or as otherwise permitted under applicable Liberty Global equity plan documents. The future vesting of these RSUs and PSUs will increase the number of our outstanding common shares.
2025 PSUs

In March 2025, the compensation committee of our board of directors approved the grant of PSUs to executive officers and certain employees (the 2025 PSUs). The performance metric for the 2025 PSUs is the appreciation of Liberty Global’s average share price during the performance period commencing March 21, 2025 and ending December 31, 2027. The payout is determined based on the achievement of certain share price levels, as adjusted by the committee for (i) corporate transactions, including acquisitions, dispositions, spin-offs and mergers, and (ii) force majeure type events such as natural disasters, acts of war or terrorism or other unanticipated events impacting the business that are outside of our control. Share price appreciation of 0% to 80% will generally result in award recipients earning 0% to 200% of their target 2025 PSUs. In addition, 50% of the 2025 PSUs award payout may be "banked" if Liberty Global’s average share price exceeds specific target levels ranging from 30% to 50% during the performance period, subject to a cap of 75% of the target 2025 PSUs. The earned 2025 PSUs will fully vest on February 15, 2028.