Share-Based Compensation

10. Share-Based Compensation

As described in Note 1, “Basis of Presentation and Nature of Business”, the Company's share-based compensation awards presented herein have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split.

Omnibus Incentive Plan

The Company has an active equity incentive plan, the Alight, Inc. 2021 Omnibus Incentive Plan (the "Incentive Plan"), under which the Company has been authorized to grant share-based awards to key employees and non-employee directors, which consist primarily of time-based restricted stock units ("RSUs") and performance and market condition share units ("PRSUs"). Under this plan, for grants issued during the six months ended June 30, 2026, approximately 51% of the units are subject to time-based vesting requirements and approximately 49% are subject to additional performance or market condition vesting requirements. As of June 30, 2026, there were 6,217,367 remaining shares of common stock authorized for issuance pursuant to the Company’s stock-based compensation plans under its 2021 Omnibus Incentive Plan. RSU and PSU nonvested share-based payment awards contain rights to receive forfeitable dividends and therefore are not participating securities.

Restricted Share Units and Performance Share Units

Time-based RSUs are valued at the market price of a share of the Company’s common stock on the date of grant. In general, these awards vest ratably over a three-year period from the date of grant. All awards are expensed on a straight-line basis over a three-year period, which is considered to be the requisite service period.

The Company’s PRSUs contain various performance, market and service conditions that must be satisfied for an employee to earn the right to benefit from the award. The PRSUs vest upon achievement of various performance metrics or market conditions aligned to goals established by the Company. Expense is recognized on a straight-line basis over the requisite service period, based on the probability of achieving the performance or market conditions, with changes in expectations recognized as an adjustment to earnings in the period of the change. Compensation cost is not recognized for performance share units that do not vest because service or performance conditions are not satisfied, and any previously recognized compensation cost is reversed. Compensation cost is recognized for awards with a market condition provided that the requisite service is rendered, regardless of when, if ever, the market condition is satisfied.

The weighted-average grant-date fair value per share of RSUs and PRSUs granted during each of the six months ended June 30, 2026 and 2025 were approximately $15.80 and $123.40, and $16.51 and $129.80, respectively.

The following table summarizes the RSU and PRSU activity during the six months ended June 30, 2026:


	RSUs	Weighted Average Grant Date Fair Value Per Unit		PRSUs(1)	Weighted Average Grant Date Fair Value Per Unit
Balance as of December 31, 2025	380,894	$	131.20	32,504	$	172.00
Granted	2,033,603	15.80		2,135,367	16.51
Vested	(161,245)	123.00		(51,815)	164.47
Forfeited	(106,927)	61.40		(249,328)	65.56
Balance as of June 30, 2026	2,146,325	$	24.60	1,866,728	$	21.00

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(1)The number of PRSUs presented are based on actual or expected achievement of the respective performance goals and market conditions as of the end of the period.

Share-based Compensation Expense

Total share-based compensation expense related to the RSUs and PRSUs are recorded in the Condensed Consolidated Statements of Comprehensive Income (Loss) as follows (in millions):


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Cost of services, exclusive of depreciation and amortization	$	2	$	2	$	4	$	5
Selling, general and administrative	5		3		7		6
Total share-based compensation expense	$	7	$	5	$	11	$	11

As of June 30, 2026, total future compensation expense related to unvested RSUs was $42 million, which will be recognized over a remaining weighted-average amortization period of approximately 2.5 years. As of June 30, 2026, total future compensation expense related to unvested PRSUs was $15 million, which will be recognized over a remaining weighted-average amortization period of approximately 3.4 years.

Employee Stock Purchase Plan

In December 2022, the Company began offering its employees an Employee Stock Purchase Plan (the “ESPP”). Under the ESPP, all full-time and certain part-time employees of the Company based in the U.S. and certain other countries are eligible to purchase Class A Common Stock of the Company twice per year at the end of a six-month payment period (a “Payment Period”). During each Payment Period, eligible employees who so elect may authorize payroll deductions in an amount no less than 1% nor greater than 10% of his or her base pay for each payroll period in the Payment Period. At the end of each Payment Period, the accumulated deductions are used to purchase shares of Class A Common Stock from the Company up to a maximum of 1,250 shares for any one employee during a Payment Period. Shares may be purchased at a discount of up to 15% of the fair market value of the Company’s Class A Common Stock on the last business day of a Payment Period. As of June 30, 2026, there were 1,296,485 remaining shares available for grant and 271,310 shares issued under the ESPP. The amount of share-based compensation expense related to the ESPP was immaterial for the three and six months ended June 30, 2026, which was recorded in Selling, general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income (Loss). The amount of share-based compensation expense related to the ESPP was $0.2 million and $0.5 million for three and six months ended June 30, 2025, respectively, which was recorded in Selling, general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income (Loss).