TransUnion
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
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FY2025 · Filed Feb 27, 2026
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Stock-Based Compensation
- Stock-Based Compensation
Effective upon the closing of our initial public offering, the Company’s Board and its stockholders adopted the TransUnion 2015 Omnibus Incentive Plan, which has since been amended and restated (the “2015 Plan”). During 2024, we increased the authorized shares available under the 2015 Plan to a total of 16.4 million shares. The 2015 Plan provides for the granting of stock options, restricted stock awards and restricted stock units to key employees, directors or other persons having a service relationship with the Company and its affiliates. Dividends declared accrue to outstanding restricted stock units and are paid to employees when the restricted stock units vest. As of December 31, 2025, there were approximately 3.8 million of unvested awards outstanding and approximately 8.0 million of awards have vested under the 2015 Plan.
Effective upon the closing of the initial public offering, the Company’s Board and its stockholders adopted the TransUnion 2015 Employee Stock Purchase Plan, which has since been amended and restated (the “ESPP”). During 2024, we increased the authorized shares under the ESPP to a total of 5.4 million shares. The ESPP provides certain employees of the Company with an opportunity to purchase the Company’s common stock at a discount. As of December 31, 2025, the Company has issued approximately 2.5 million shares of common stock under the ESPP.
For the years ending December 31, 2025, 2024 and 2023, stock-based compensation expense and the related income tax benefits were as follows:
| Years Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Equity-classified awards | $140.8 | $117.3 | $95.4 |
| Liability-classified awards | — | — | 0.2 |
| Subtotal of 2012 and 2015 plans | 140.8 | 117.3 | 95.6 |
| ESPP stock-based compensation expense | 4.8 | 3.9 | 4.9 |
| Total stock-based compensation expense | $145.6 | $121.2 | $100.6 |
| Income tax benefits related to stock-based compensation | $19.4 | $17.5 | $17.2 |
2015 Plan
Restricted Stock Units
For our 2025 performance-based restricted stock units based on TSR, the volatility inputs for our stock ranged between 39.08% and 40.43%, and the risk-free interest rate inputs ranged between 3.62% and 3.95%.
Following is a summary of service-based restricted stock units and performance-based restricted stock units as of and for the year ended December 31, 2025:
| Service-based restricted stock units · Performance-based restricted stock units | ||||||
|---|---|---|---|---|---|---|
| Shares · WeightedAverageGrant Date Fair Value · Shares · WeightedAverageGrant Date Fair Value | ||||||
| Nonvested as of December 31, 2024 | 2,325,894 | $74.85 | 1,503,029 | $98.09 | ||
| Granted | 1,250,762 | 90.62 | 254,419 | 110.18 | ||
| Vested | (1,055,917) | 76.45 | (90,637) | 99.07 | ||
| Forfeited | (281,433) | 80.37 | (151,407) | 102.14 | ||
| Nonvested as of December 31, 2025 | 2,239,306 | $82.23 | 1,515,404 | $101.93 | ||
| Expected to vest as of December 31, 2025 | 1,885,490 | $96.98 | ||||
The intrinsic value of awards vested, the fair value of awards vested and the tax benefit realized from vested awards for the periods presented are as follows:
| Years Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Intrinsic value of awards vested | $102.2 | $91.6 | $54.6 |
| Total fair value of awards vested | 89.7 | 86.0 | 71.7 |
| Tax benefit realized from vested awards | 17.5 | 16.2 | 10.1 |
As of December 31, 2025, stock-based compensation expense remaining to be recognized in future years related to restricted stock units that we currently expect to vest was $194.2 million with weighted-average recognition periods of 2 years.
Weighted-average shares outstanding include the dilutive impact of our unvested stock-based awards.
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