Equity Incentive Plans

The Company issues stock-based awards, including stock options, restricted stock awards and performance stock units, to certain officers, employees and non-employee directors under the Acadia Healthcare Company, Inc. Amended and Restated Incentive Compensation Plan (the “Equity Incentive Plan”). At June 30, 2026, a maximum of 18,175,000 shares of the Company’s common stock were authorized for issuance as stock options, restricted stock awards and performance stock units or other share-based compensation under the Equity Incentive Plan, of which 4,774,690 were available for future grant. Stock options may be granted for terms of up to ten years. The Company recognizes expense on all share-based awards on a straight-line basis over the requisite service period of the entire award. Grants to employees generally vest in annual increments of 25% or 33% each year, commencing one year after the date of grant. The exercise prices of stock options are equal to the closing price of the Company’s common stock on the most recent trading date prior to the date of grant.

The Company recognized $11.0 million and $10.5 million in equity-based compensation expense for the three months ended June 30, 2026 and 2025, respectively, and $18.9 million and $19.2 million for the six months ended June 30, 2026 and 2025, respectively. Stock compensation expense for the three and six months ended June 30, 2026 and 2025 is impacted by forfeiture adjustments. Stock compensation expense for the six months ended June 30, 2025 is also impacted by performance stock unit adjustments based on actual performance compared to vesting targets. At June 30, 2026, there was $59.8 million of unrecognized compensation expense related to unvested options, restricted stock awards and performance stock units, which is expected to be recognized over the remaining weighted-average vesting period of 1.0 year.

The Company recognized a deferred income tax benefit of $2.9 million for both the three months ended June 30, 2026 and 2025, and $5.1 million and $5.2 million for the six months ended June 30, 2026 and 2025, respectively, related to equity-based compensation expense.

Stock Options

On January 20, 2026, the Company granted a one-time option award to the Company’s Chief Executive Officer, Debra K. Osteen (the “CEO Award”). The CEO Award will vest in six tranches based on service and the achievement of market conditions, subject to continued employment through January 20, 2027. The various stock price metrics will be achieved when the 30-day volume weighted-average price equals or exceeds the respective price target on any day during the grantee’s employment or during the two years thereafter, subject to certain conditions.

The fair value of the CEO Award was determined using a Monte Carlo simulation. Equity-based compensation expense is recognized on a straight-line basis over the requisite one-year service period. The following table summarizes the grant-date fair value of the CEO Award and the assumptions used to develop the fair value estimates:

Since the CEO Award was granted in proximity to the disclosure of Ms. Osteen’s appointment as Chief Executive Officer, management exercised judgment to determine the current price input used in the valuation of the CEO Award, considering the impact of the disclosure of her appointment on the Company’s stock price. The Company’s estimate of expected volatility is based upon the volatility of its stock price over the term of the award. The Company’s expected dividend yield is zero, as the Company has not declared and does not currently intend to declare dividends in the foreseeable future. The expected life is an estimate of the number of years before the market price conditions are satisfied. The risk-free interest rate is the approximate yield per the U.S. constant maturity yield curve corresponding to the remaining term as of the date the market price conditions are satisfied.

Other Stock-Based Awards

Restricted stock awards are time-based vesting awards that vest over a period of three or four years and are subject to continuing service of the employee or non-employee director over the ratable vesting periods. The fair values of the restricted stock awards were determined based on the closing price of the Company’s common stock on the trading date immediately prior to the grant date.

Performance stock units are granted to employees and are subject to Company performance compared to pre-established targets. In addition to Company performance, these performance-based stock units are generally subject to the continuing service of the employee during the three-year period covered by the awards. The performance conditions for the performance stock units are based on the Company’s achievement of annually established targets for one- to three-year cumulative diluted earnings per share, adjusted earnings before interest, income taxes, depreciation and amortization, revenue and/or non-financial clinical excellence measurements. The number of shares issuable at the end of the applicable vesting period of performance stock units ranges from 0% to 200% of the targeted units based on the Company’s actual performance compared to the targets.

The fair values of performance stock units were determined based on the closing price of the Company’s common stock on the trading date immediately prior to the grant date for units subject to performance conditions.