v3.26.3
Treasury Stock and Share-Based Awards
9 Months Ended
Sep. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Treasury Stock and Share-Based Awards
9.
Treasury Stock and Share-Based Awards

Treasury Stock - Holdings

Treasury stock represents shares of common stock repurchased by Holdings and not yet retired. The Company has applied the cost method in recording its treasury shares. Below is a summary of Holdings’ treasury stock activity for the nine months ended September 30, 2026:

 

 

Number of

 

 

 

 

 

 

Treasury

 

 

 

 

 

 

Shares

 

 

Cost

 

Balance at January 1, 2026

 

 

34.37

 

 

$

539.8

 

Repurchases of common stock (1)

 

 

0.95

 

 

 

25.3

 

Restricted stock withholdings (2)

 

 

0.79

 

 

 

21.1

 

Restricted stock forfeitures (3)

 

 

0.04

 

 

 

—

 

Balance at September 30, 2026

 

 

36.15

 

 

$

586.2

 

(1)
Holdings repurchased outstanding common shares under a share repurchase program. See Share Repurchase Program below.
(2)
Holdings withheld shares as a result of the election by certain employees to satisfy their tax liabilities upon vesting of restricted stock, performance stock units and restricted stock units with shares. Holdings determined the number of shares to be withheld based upon market values of Holdings’ common stock on the vest dates, which ranged from $22.97 to $38.38 per share.
(3)
Holdings repurchased forfeited restricted shares at a cost of $0.001 per share in accordance with the 2024 Long-Term Incentive Plan.

As of September 30, 2026, Holdings had no plans to retire any shares of treasury stock.

Share Repurchase Program

On October 30, 2025, Holdings’ Board of Directors approved a share repurchase program authorizing repurchases of up to $300.0 of Holdings’ outstanding stock, before direct costs. The program commenced on November 7, 2025 and will continue until the authorized repurchase amount is reached, or the Board of Directors suspends or terminates the program, whichever occurs first. During the nine months ended September 30, 2026, we repurchased $25.3 of Holdings’ common stock under the program. As of September 30, 2026, $199.7 remained available for future repurchases under the share repurchase program. Repurchases under the program were funded using cash on hand.

Restricted Stock

Below is a summary of restricted stock activity for the nine months ended September 30, 2026:

 

 

Shares of

 

 

Weighted
Average

 

 

 

Restricted

 

 

Grant Date

 

 

 

Stock

 

 

Fair Value

 

Outstanding at January 1, 2026

 

 

1.48

 

 

$

19.76

 

Granted

 

 

0.65

 

 

 

27.12

 

Vested

 

 

(0.93

)

 

 

18.16

 

Forfeited

 

 

(0.04

)

 

 

23.53

 

Outstanding and unvested at September 30, 2026

 

 

1.16

 

 

$

25.01

 

 

During the nine months ended September 30, 2026, Holdings granted 0.65 shares of its restricted stock to its directors and certain CUSA employees. The fair value of the restricted stock granted was determined based on the market value of Holdings' common stock on the grant dates, which ranged from $26.49 to $37.52 per share. The Company assumed forfeiture rates ranging from 0.0% to 8.0% for the restricted stock awards granted during the nine months ended September 30, 2026. The restricted stock granted to employees vests over periods ranging from one to three years based on continued service. The recipients of restricted stock are entitled to receive non-forfeitable dividends and to vote their respective shares, however, the sale and transfer of the restricted shares is prohibited during the restriction period.

 

Below is a summary of restricted stock award activity recorded for the periods indicated.

 

 

Nine Months Ended
September 30,

 

 

 

2026

 

 

2025

 

Compensation expense recognized during the period:

 

 

 

 

 

 

CUSA employees (1), (2)

 

$

11.3

 

 

$

11.6

 

Holdings directors

 

 

1.1

 

 

 

1.0

 

Total recognized by Holdings (1), (2)

 

$

12.4

 

 

$

12.6

 

 

 

 

 

 

 

 

Fair value of restricted stock that vested during the period:

 

 

 

 

 

 

CUSA employees

 

$

23.8

 

 

$

36.8

 

Holdings directors

 

 

1.4

 

 

 

2.4

 

Holdings total

 

$

25.2

 

 

$

39.2

 

 

 

 

 

 

 

 

Income tax benefit recognized upon vesting of restricted stock awards held by:

 

 

 

 

 

 

CUSA employees

 

$

4.4

 

 

$

6.5

 

Holdings directors

 

 

0.4

 

 

 

0.5

 

Holdings total income tax benefit

 

$

4.8

 

 

$

7.0

 

(1)
Compensation expense for the nine months ended September 30, 2026 includes approximately $0.2 related to the modification of certain outstanding restricted stock awards that permits eligible employees to continue vesting in outstanding awards following retirement, subject to certain conditions and obligations approved by Holdings’ Compensation Committee. The Company determined the revised requisite service period of the modified awards to be the shorter of the period until retirement eligibility or the original vesting period.
(2)
Compensation expense for the nine months ended September 30, 2026 and 2025 includes approximately $0.6 and $0.9, respectively, related to a portion of the short-term field incentive compensation plan for 2026 and 2025, respectively, to be settled in restricted stock.

As of September 30, 2026, the estimated remaining unrecognized compensation expense related to unvested restricted stock awards was as follows:

 

 

Estimated

 

 

 

Remaining

 

 

 

Expense

 

CUSA employees (1)

 

$

17.0

 

Holdings directors

 

 

1.4

 

Total remaining - Holdings (1)

 

$

18.4

 

(1)
The weighted average period over which this remaining compensation expense will be recognized by both Holdings and CUSA is approximately 1.5 years.

Restricted Stock Units

During the nine months ended September 30, 2026, Holdings issued approximately 0.15 restricted stock units (“RSUs”) to certain CUSA employees. Each RSU that vests will result in the issuance of one share of Holdings’ common stock. The grant date fair value for the RSUs granted ranged from $26.49 to $36.89 per share. The Company assumed forfeiture rates that ranged from 0.0% to 5.0% for the restricted stock units granted during 2026. The restricted stock units vest over periods ranging from one to three years based on continued service. Restricted stock unit participants are eligible to receive dividend equivalent payments if and at the time the restricted stock unit awards vest.

Below is a summary of all restricted stock unit activity for the periods presented:

 

 

Nine Months Ended September 30,

 

 

 

2026

 

 

2025

 

Number of restricted stock units that vested during the period

 

 

0.1

 

 

 

—

 

Fair value of restricted stock units that vested during the period

 

$

2.2

 

 

$

—

 

Accumulated dividends paid upon vesting of restricted stock units

 

$

—

 

 

$

—

 

Compensation expense recognized during the period

 

$

2.4

 

 

$

1.0

 

Income tax benefit related to restricted stock units

 

$

0.2

 

 

$

—

 

As of September 30, 2026, the estimated remaining unrecognized compensation expense related to outstanding restricted stock units was $4.6. The weighted average period over which this remaining compensation expense will be recognized is approximately 1.5 years. As of September 30, 2026, Holdings had RSUs outstanding that represented a total of approximately 0.19 hypothetical shares of common stock, net of estimated forfeitures.

Performance Stock Units

During the nine months ended September 30, 2026, Holdings granted performance awards to certain CUSA employees in the form of performance stock units (“PSUs”). The maximum number of shares issuable under the performance awards granted during 2026 is approximately 0.8 shares of Holdings' common stock. The grant date fair value was $26.49 per share. The Company assumed a 2.5% forfeiture rate for the performance units granted in 2026. The performance metrics for these performance awards are based upon cumulative three-year Adjusted EBITDA and cash flows, with a performance measurement period of the three-year period ended December 31, 2028. The service period ends on the third anniversary of the grant date of the awards, or February 20, 2029. Performance stock unit participants are eligible to receive dividend equivalent payments if and at the time the performance stock unit awards vest. Below is a summary of the performance stock units at each specified performance achievement level for these performance awards:

Stock units that vest if performance metrics meet the threshold level (50% of target)

 

0.2 PSUs

Stock units that vest if performance metrics meet the target level

 

0.4 PSUs

Stock units that vest if performance metrics meet the maximum level (200% of target)

 

0.8 PSUs

 

Below is a summary of all performance stock unit activity for the periods presented:

 

 

Nine Months Ended September 30,

 

 

 

2026

 

 

2025

 

Number of performance stock units that vested during the period

 

 

1.4

 

 

 

0.8

 

Fair value of performance stock units that vested during the period

 

$

37.3

 

 

$

20.6

 

Accumulated dividends paid upon vesting of performance stock units

 

$

0.5

 

 

$

—

 

Compensation expense recognized during the period (1)

 

$

13.3

 

 

$

12.5

 

Income tax benefit related to performance stock units

 

$

5.5

 

 

$

2.5

 

(1)
Compensation expense for the three and nine months ended September 30, 2026 includes approximately $0.1 related to the modification of certain outstanding PSUs that permits eligible employees to continue vesting in outstanding awards following retirement, subject to certain conditions and obligations approved by Holdings’ Compensation Committee. The Company determined the revised requisite service period of the modified awards to be the shorter of the period until retirement eligibility or the original vesting period.

As of September 30, 2026, the estimated remaining unrecognized compensation expense related to outstanding performance stock units was $20.1. The weighted average period over which this remaining compensation expense will be recognized is approximately 1.1 years. As of September 30, 2026, Holdings had performance stock units outstanding that represented a total of approximately 2.2 hypothetical shares of common stock, net of estimated forfeitures, reflecting an estimated performance level of 200% of target for the performance units granted in 2024, an estimated performance level of 189% of target for the performance units granted in 2025, and an estimated performance level of 118% of target level for the performance units granted in 2026.