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Equity-Based Compensation
6 Months Ended
Jun. 30, 2025
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Equity-Based Compensation
14.
Equity-Based Compensation

Equity Incentive Plans

The Company issues stock-based awards, including stock options, restricted stock units 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, 2025, a maximum of 15,175,000 shares of the Company’s common stock were authorized for issuance as stock options, restricted stock units and performance stock units or other share-based compensation under the Equity Incentive Plan, of which 3,163,810 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 $10.5 million and $8.9 million in equity-based compensation expense for the three months ended June 30, 2025 and 2024, respectively, and $19.2 million and $17.5 million for the six months ended June 30, 2025 and 2024, respectively. Stock compensation expense for the three and six months ended June 30, 2025 and 2024 is impacted by forfeiture adjustments. Stock compensation expense for the six months ended June 30, 2025 and 2024 is also impacted by performance
stock unit adjustments based on actual performance compared to vesting targets. At June 30, 2025, there was $
83.0 million of unrecognized compensation expense related to unvested options, restricted stock units and performance stock units, which is expected to be recognized over the remaining weighted-average vesting period of 1.1 years.

The Company recognized a deferred income tax benefit of $2.9 million and $2.4 million for the three months ended June 30, 2025 and 2024, respectively, and $5.2 million and $4.8 million for the six months ended June 30, 2025 and 2024, respectively, related
to equity-based compensation expense.

Stock Options

Stock option activity during 2024 and 2025 was as follows:

 

 

 

Number
of
Options

 

 

Weighted
Average
Exercise Price

 

 

Weighted
Average
Remaining
Contractual
Term (in years)

 

 

Aggregate
Intrinsic
Value (in thousands)

 

Options outstanding at January 1, 2024

 

 

936,545

 

 

$

56.21

 

 

 

 

 

 

 

Options granted

 

 

4,000

 

 

 

74.30

 

 

 

 

 

 

 

Options exercised

 

 

(158,714

)

 

 

45.43

 

 

 

 

 

 

 

Options cancelled

 

 

(86,810

)

 

 

66.91

 

 

 

 

 

 

 

Options outstanding at December 31, 2024

 

 

695,021

 

 

 

57.45

 

 

 

 

 

 

 

Options granted

 

 

 

 

 

 

 

 

 

 

 

 

Options exercised

 

 

 

 

 

 

 

 

 

 

 

 

Options cancelled

 

 

(124,710

)

 

 

53.21

 

 

 

 

 

 

 

Options outstanding at June 30, 2025

 

 

570,311

 

 

$

58.37

 

 

 

6.05

 

 

$

 

Options exercisable at June 30, 2025

 

 

422,610

 

 

$

53.74

 

 

 

5.60

 

 

$

 

 

Fair values are estimated using the Black-Scholes option pricing model. There were no stock options granted during the three or six months ended June 30, 2025. The following table summarizes the grant-date fair value of options and the assumptions used to develop the fair value estimates for options granted during the year ended December 31, 2024:

 

 

 

December 31, 2024

 

Weighted average grant-date fair value of options

 

$

27.24

 

Risk-free interest rate

 

 

4.4

%

Expected volatility

 

 

33

%

Expected life (in years)

 

 

4.8

 

 

The Company’s estimate of expected volatility for stock options is based upon the volatility of its stock price over the expected life of the award. The risk-free interest rate is the approximate yield on U.S. Treasury Strips having a life equal to the expected option life on the date of grant. The expected life is an estimate of the number of years an option will be held before it is exercised.

Other Stock-Based Awards

Restricted stock unit activity during 2024 and 2025 was as follows:

 

 

 

Number of
Shares

 

 

Weighted
Average
Grant-Date
Fair Value

 

Unvested at January 1, 2024

 

 

1,030,478

 

 

$

68.38

 

Granted

 

 

608,572

 

 

 

71.78

 

Cancelled

 

 

(127,761

)

 

 

72.84

 

Vested

 

 

(365,871

)

 

 

63.29

 

Unvested at December 31, 2024

 

 

1,145,418

 

 

$

71.31

 

Granted

 

 

1,324,744

 

 

 

28.10

 

Cancelled

 

 

(180,008

)

 

 

50.77

 

Vested

 

 

(374,741

)

 

 

68.36

 

Unvested at June 30, 2025

 

 

1,915,413

 

 

$

43.93

 

 

Performance stock unit activity during 2024 and 2025 was as follows:

 

 

 

Number of
Units

 

 

Weighted
Average
Grant-Date
Fair Value

 

Unvested at January 1, 2024

 

 

336,031

 

 

$

69.35

 

Granted

 

 

78,955

 

 

 

68.04

 

Performance adjustment

 

 

(9,241

)

 

 

72.99

 

Cancelled

 

 

(15,723

)

 

 

70.37

 

Vested

 

 

(98,504

)

 

 

61.52

 

Unvested at December 31, 2024

 

 

291,518

 

 

$

71.47

 

Granted

 

 

228,923

 

 

 

22.81

 

Performance adjustment

 

 

(22,974

)

 

 

72.07

 

Cancelled

 

 

(939

)

 

 

67.85

 

Vested

 

 

(66,676

)

 

 

73.96

 

Unvested at June 30, 2025

 

 

429,852

 

 

$

45.14

 

Restricted stock unit 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 unit 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 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.