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Treasury Stock and Share-Based Awards | 9 Months Ended
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Sep. 30, 2025
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, 2025:
|  | Number of |  |  |  |
|  | Treasury |  |  |  |
|  | Shares |  |  | Cost |
Balance at January 1, 2025 |  |  | 6.38 |  |  | $ | 103.2 |
Repurchases of common stock (1) |  |  | 7.93 |  |  |  | 201.6 |
Receipt of shares related to maturity of hedge transactions (2) |  |  | 16.23 |  |  |  | 142.1 |
Adjustment to excise tax accrual related to repurchases of common stock (1) |  |  | — |  |  |  | (0.4 | )
Restricted stock withholdings (3) |  |  | 0.61 |  |  |  | 17.6 |
Restricted stock forfeitures (4) |  |  | 0.06 |  |  |  | — |
Balance at September 30, 2025 |  |  | 31.21 |  |  | $ | 464.1 |
(1) Holdings repurchased outstanding common shares under a share repurchase program. See Share Repurchase Program below. (2) Holdings received common shares upon maturity of hedges. See Note 5 and Note 7 for further information on the hedge transactions. (3) Holdings withheld shares as a result of the election by certain employees to satisfy their tax liabilities upon vesting of restricted stock and performance stock units with shares. Holdings determined the number of shares to be withheld based upon market values of Holdings’ common stock on the vesting dates, which ranged from $24.38 to $33.06 per share. (4) Holdings repurchased forfeited restricted shares at a cost of $0.001 per share in accordance with its Long-Term Incentive Plan. As of September 30, 2025, Holdings had no plans to retire any shares of treasury stock. Share Repurchase Program On March 6, 2025, Holdings’ Board of Directors approved a share repurchase program (the “Program”). Under the Program, Holdings was authorized to repurchase up to $200.0 of its outstanding stock, before direct costs. This Program commenced on March 11, 2025 and continued until the authorized repurchase amount was reached on March 27, 2025. Repurchases under the Program were funded using cash on hand. The cost of shares repurchased, as reflected above, differs from the repurchase cost reflected on the condensed consolidated statement of cash flows due to direct costs, including estimated excise taxes, associated with the share repurchases for the nine months ended September 30, 2025. Restricted Stock Below is a summary of restricted stock activity for the nine months ended September 30, 2025:
|  | Shares of |  |  | Weighted Average |
|  | Restricted |  |  | Grant Date |
|  | Stock |  |  | Fair Value |
Outstanding at January 1, 2025 |  |  | 2.30 |  |  | $ | 15.91 |
Granted |  |  | 0.59 |  |  |  | 27.71 |
Vested |  |  | (1.31 | ) |  |  | 16.65 |
Forfeited |  |  | (0.05 | ) |  |  | 17.14 |
Outstanding and unvested at September 30, 2025 |  |  | 1.53 |  |  | $ | 19.82 |
During the nine months ended September 30, 2025, Holdings granted 0.59 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 $26.18 to $32.65 per share. The Company assumed forfeiture rates ranging from 0.0% to 7.5% for the restricted stock awards granted during the nine months ended September 30, 2025. 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, |
|  | 2025 |  |  | 2024 |
Compensation expense recognized during the period: |  |  |  |  |  |
CUSA employees (1) |  | $ | 11.6 |  |  | $ | 12.3 |
Holdings directors |  |  | 1.0 |  |  |  | 1.0 |
Total recognized by Holdings |  | $ | 12.6 |  |  | $ | 13.3 |
Fair value of restricted stock that vested during the period: |  |  |  |  |  |
CUSA employees |  | $ | 36.8 |  |  | $ | 13.4 |
Holdings directors |  |  | 2.4 |  |  |  | 1.4 |
Holdings total |  | $ | 39.2 |  |  | $ | 14.8 |
Income tax benefit related to vested restricted stock: |  |  |  |  |  |
CUSA employees |  | $ | 6.5 |  |  | $ | 1.8 |
Holdings directors |  |  | 0.5 |  |  |  | 0.3 |
Holdings total income tax benefit |  | $ | 7.0 |  |  | $ | 2.1 |
(1) Compensation expense for the nine months ended September 30, 2025 and 2024 includes approximately $0.9 and $0.6, respectively, related to a portion of the short-term field incentive compensation plan for 2025 and 2024, respectively, to be settled in restricted stock. As of September 30, 2025, the estimated remaining unrecognized compensation expense related to unvested restricted stock awards was as follows:
|  | Estimated |
|  | Remaining |
|  | Expense |
CUSA employees (1) |  | $ | 18.6 |
Holdings directors |  |  | 0.9 |
Total remaining - Holdings (1) |  | $ | 19.5 |
(1) The weighted average period over which this remaining compensation expense will be recognized by both Holdings and CUSA is approximately 1.3 years. Restricted Stock Units During the nine months ended September 30, 2025, Holdings granted stock awards to certain CUSA employees in the form of restricted stock units (“RSUs”). Each RSU that vests will result in the issuance of one share of Holdings’ common stock. The maximum number of shares issuable under the restricted stock units granted during 2025 is approximately 0.13 shares of Holdings’ common stock. The grant date fair value was $27.45 per share. The Company assumed forfeiture rates that ranged from 0.0% to 7.5% for the restricted stock units granted during 2025. 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. During the nine months ended September 30, 2025, the Company recognized compensation expense of $1.0 related to restricted stock units. As of September 30, 2025, the estimated remaining unrecognized compensation expense related to outstanding restricted stock units was $1.9. The weighted average period over which this remaining compensation expense will be recognized is approximately 1.4 years. As of September 30, 2025, Holdings had RSUs outstanding that represented a total of approximately 0.13 hypothetical shares of common stock, net of estimated forfeitures. Performance Stock Units During the nine months ended September 30, 2025, 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 2025 is approximately 0.71 shares of Holdings' common stock. The grant date fair value was $27.45 per share. The Company assumed a 2.5% forfeiture rate for the performance units granted in 2025. 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, 2027. The service period ends on the third anniversary of the grant date of the awards, or February 21, 2028. 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) |  | 0.18 PSUs
Stock units that vest if performance metrics meet the target level |  | 0.35 PSUs
Stock units that vest if performance metrics meet the maximum level (200% of target) |  | 0.71 PSUs
Below is a summary of all performance stock unit activity for the periods presented:
|  | Nine Months Ended September 30, |
|  | 2025 |  |  | 2024 |
Number of performance stock units that vested during the period |  |  | 0.8 |  |  |  | 0.1 |
Fair value of performance stock units that vested during the period |  | $ | 20.6 |  |  | $ | 2.1 |
Accumulated dividends paid upon vesting of performance stock units |  | $ | — |  |  | $ | 0.1 |
Compensation expense recognized during the period (1) |  | $ | 12.5 |  |  | $ | 10.8 |
Income tax benefit (expense) related to performance stock units |  | $ | 2.5 |  |  | $ | (1.2 | )
(1) Compensation expense for the nine months ended September 30, 2025 includes approximately $2.4 related to a change in the most likely performance metrics outcome estimated to be achieved for the 2024 grants. Compensation expense for the nine months ended September 30, 2024 includes approximately $2.8 related to a change in the most likely performance metrics outcome estimated to be achieved for the 2023 and 2024 grants. As of September 30, 2025, the estimated remaining unrecognized compensation expense related to outstanding performance stock units was $18.0. The weighted average period over which this remaining compensation expense will be recognized is approximately 1.1 years. As of September 30, 2025, Holdings had performance stock units outstanding that represented a total of approximately 2.76 hypothetical shares of common stock, net of estimated forfeitures, reflecting an estimated performance level at the maximum level for the performance units granted in 2023 and 2024, and an estimated performance level at the target level for the performance units granted in 2025.

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