v3.26.1
SHARE-BASED COMPENSATION
3 Months Ended
Mar. 31, 2026
Share-Based Payment Arrangement [Abstract]  
SHARE-BASED COMPENSATION SHARE-BASED COMPENSATION
BAM and BN have granted share-based compensation awards to certain employees and directors of BAM, under a number of compensation plans (the “Equity Plans”). The Equity Plans provide for the granting of share options, restricted shares, escrowed shares and deferred share units which contain certain service or performance requirements of BAM or BN.
The expense recognized for share-based compensation is summarized in the following table:
FOR THE THREE MONTHS ENDED MARCH 31,
(MILLIONS)
20262025
Expense arising from equity-settled share-based payment transactions
Management Share Option Plan$12 $11 
Escrowed Stock Plan27 13 
Restricted Stock Plan19 15 
$58 $39 
Recovery arising from cash-settled share-based payment transactions
Deferred Share Unit Plan$(9)$(67)
$(9)$(67)
The share-based payment plans are described below.
Management Share Option Plan
BAM recognizes any awards associated with the existing Equity Plans for its employees irrespective of whether the awards were granted by BN or BAM. Options issued under the Management Share Option Plan (“MSOP”) of both BN and BAM vest over a period of up to five years, expire ten years after the grant date and are settled through issuance of Class A Shares or BN Class A Shares. The exercise price is equal to the market price at the grant date.
During the three months ended March 31, 2026, BAM granted 7.7 million (2025 – 4.8 million) share options at a weighted average exercise price of $52.03 (2025 – $59.62). The compensation expense was calculated using the Black-Scholes method of valuation, assuming an average 7.5 year term (2025 – 7.5), 30.4% volatility (2025 – 29.9%), a weighted average expected dividend yield of 4.8% (2025 – 3.7%) annually, a risk-free rate of 3.9% (2025 – 4.4%) and a liquidity discount of 25%, with a fair value of $8.09 per unit (2025 – $11.18). The total fair value of the share options granted was $62 million (2025 – $53 million).
For the three months ended March 31, 2026, the total expense incurred with respect to MSOP totaled $12 million (2025 – $11 million).
Escrowed Stock Plan
The Escrowed Stock (“ES”) shares generally vest over five years and must be held to the fifth anniversary of the grant date. At a date no more than ten years from the grant date, all outstanding ES shares will be exchanged for Class A Shares or BN Class A Shares based on the respective market value at the time of the exchange. The number of Class A Shares or BN Class A Shares issued on exchange will be less than the number of shares purchased under the ES Plan resulting in a net reduction in the number of Class A Shares or BN Class A Shares.
During the three months ended March 31, 2026, BAM granted 3.2 million (2025 – 3.5 million) ES shares at a weighted average exercise price of $51.45 (2025 – $59.62). The compensation expense was calculated using the Black-Scholes method of valuation, assuming an average 7.5 year term (2025 – 7.5 years), 31.3% volatility (2025 – 29.9%), a weighted average expected dividend yield of 4.9% (2025 – 3.7%) annually, a risk-free rate of 3.9% (2025 – 4.4%) and a liquidity discount of 25%, with a fair value of $8.05 per unit (2025 – $11.18). The total fair value of the ES shares granted was $26 million (2025 – $40 million).
During the three months ended March 31, 2026, BN granted 8.9 million (2025 – 0.8 million) ES shares at a weighted average exercise price of $47.11 (2025 – $40.19) to BAM employees. The compensation expense was calculated using the Black-Scholes method of valuation, assuming an average 7.5 year term (2025 – 7.5 years), 30.7% volatility (2025 – 31.3%), a weighted average expected dividend yield of 0.8% (2025 – 0.8%) annually, a risk-free rate of 3.9% (2025 – 4.4%) and a liquidity discount of 25%, with a fair value of $13.40 per unit (2025 – $11.89). The total fair value of the ES shares granted was $119 million (2025 – $9 million).
For the three months ended March 31, 2026, the total expense incurred with respect to the ES Plan totaled $27 million (2025 – $13 million).
Restricted Stock Plan
The Restricted Stock Plan awards executives with Class A Shares and BN Class A Shares purchased on the open market (“Restricted Shares”). Under the Restricted Stock Plan, Restricted Shares awarded vest over a period of up to five years, except for Restricted Shares awarded in lieu of a cash bonus, which may vest immediately. Vested and unvested Restricted Shares are subject to a hold period of up to five years. Holders of Restricted Shares are entitled to vote and to receive associated dividends. Employee compensation expense for the Restricted Stock Plan is charged against income over the vesting period.
For the three months ended March 31, 2026, the total expense incurred with respect to Restricted Shares totaled $19 million (2025 – $15 million).
Deferred Share Unit Plan
The Deferred Share Unit (“DSU”) Plan provides for the issuance of DSUs. Under the DSU plan, qualifying employees and directors receive varying percentages of their annual incentive bonus or directors’ fees in the form of DSUs. The DSUs vest over periods of up to five years, and accumulate additional DSUs at the same rate as dividends on Class A Shares and BN Class A Shares based on the market value of the shares at the time of the dividend. Participants are not allowed to convert vested DSUs into cash until retirement or cessation of employment.
The value of the DSUs, when converted to cash, will be equivalent to the market value of the Class A Shares or BN Class A Shares at the time the conversion takes place. During the three months ended March 31, 2026, the DSU Plan of BN was partially settled, and participating employees of BAM exchanged their DSUs for new DSUs that track a fixed value preferred share in a subsidiary of BN, with a redemption value equal to the value of their DSUs on the settlement date, for a total amount of $458 million. These tracking DSUs vest over a five year period but fall outside the scope of ASC 718, Compensation — Stock Compensation as they are not based on Class A Shares or BN Class A Shares and therefore are accounted for in accordance with ASC 710 - Compensation General. As the
DSU Plan was a plan of BN, BAM was entitled to recover the costs from BN. As a result of the settlement, a due from affiliates amount of $458 million has been derecognized.
The fair value of the vested DSUs as of March 31, 2026 was $230 million (December 31, 2025 – $701 million).
Employee compensation expense for these plans is charged against net income over the vesting period of the DSUs. For those awards issued as part of the 2022 Arrangement, the mark-to-market movement is recoverable from BN. The amount payable in respect of vested DSUs changes as a result of dividends and share price movements. All of the amounts attributable to changes in the amounts payable by the Company are recorded as employee compensation expense in the period of the change. For the three months ended March 31, 2026, employee compensation recovery totaled $9 million (2025 – $67 million).