v3.26.1
Stock-Based Compensation
3 Months Ended
Mar. 31, 2026
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
The Company is currently authorized to issue 2.5 million restricted stock units (“RSUs”), performance share awards (“PSAs”) and other stock-based awards under the Everus Construction Group, Inc. Long-Term Performance-Based Incentive Plan (“Everus LTIP”). As of March 31, 2026, there were approximately 2.4 million shares available for issuance, with approximately 2.2 million shares available for grant under the Everus LTIP. There were approximately 0.2 million of outstanding stock awards that were either vested, but unsettled in shares of common stock or nonvested as of March 31, 2026. The Company either purchases shares on the open market or issues new shares of common stock to satisfy the vesting of stock-based awards.
The Company’s compensation committee has the authority to select recipients of awards, determine the type and size of awards, and establish certain terms and conditions of award grants.
Total stock-based compensation expense, including Company participants and non-employee directors, was $2.0 million and $1.7 million for the three months ended March 31, 2026 and 2025, respectively. Stock-based compensation expense was included in Selling, general and administrative expenses in the unaudited condensed consolidated statements of income.
Restricted Stock Units
During the three months ended March 31, 2026 and 2025, the Company’s compensation committee granted 33,438 and 34,251 time-vesting RSUs to employees under the Everus LTIP at a weighted average grant date fair value per share of $120.02 and $46.54, respectively. However, 43 time-vesting RSUs of the quantity granted were forfeited during the period. Time-vesting RSUs generally vest ratably in equal installments over three years, contingent on continued employment through the vesting periods. Upon vesting, participants may receive dividends, if any, that accumulate during the vesting period.
During the three months ended March 31, 2026 and 2025, 34,762 and 18,304 shares of common stock were issued, on a net settlement basis, in connection with vested RSUs, respectively. The gross issuances of 57,658 shares and 30,939 shares of common stock, respectively, were considered noncash transactions, as no cash was exchanged for the shares. However, the Company withheld/repurchased 22,896 shares and 12,635 shares, respectively, to satisfy the employees withholding tax obligations, as evidenced by the financing cash outflows on the unaudited condensed consolidated statements of cash flows.
Performance Share Awards
During the three months ended March 31, 2026 and 2025, the Company’s compensation committee granted 40,780 and 51,373 PSAs, at target, under the Everus LTIP, respectively. These PSAs are generally earned over a three-year performance period, with vesting generally at the end of the performance period, dependent upon the achievement of performance measures and continued employment through the vesting period. The target number of shares are split equally between performance and market conditions, subject to rounding differences. Upon vesting, participants may receive dividends, if any, that accumulate during the vesting period.
Under the performance conditions for these PSAs, participants can earn from 0% to 200% of the apportioned target grant of shares. The performance conditions are tied to specific financial metrics. The weighted average grant-date fair value per share for the PSAs applicable to these performance conditions issued during the three months ended March 31, 2026 and 2025 was $120.87 and $46.54, respectively.
Under the market condition for these PSAs, participants can earn from 0% to 200% of the apportioned target grant of shares based on the Company’s total shareholder return relative to that of a selected peer group. The weighted average grant-date fair value per share for the PSAs applicable to the market condition issued during the three months ended March 31, 2026 and 2025 was $183.67 and $55.82, respectively, which was determined by Monte Carlo simulations.
Other Stock Awards
During the three months ended March 31, 2026, the Company issued 125 shares of common stock to certain non-employee directors who chose to convert a portion of their monthly cash payments for directors’ fees into shares of common stock. The issuance of shares of common stock was considered a noncash transaction, as no cash was exchanged for the shares. There was no such activity during the three months ended March 31, 2025.