STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION:

Stock Incentive Plans

The Omnibus Plan was approved by Quanta’s stockholders in May 2019 and provides for the award of non-qualified stock options, incentive (qualified) stock options, stock appreciation rights, restricted stock awards, RSUs, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Current and prospective employees, directors, officers, advisors or consultants of Quanta or its affiliates are eligible to participate in the Omnibus Plan. In May 2022 and May 2025, Quanta’s stockholders approved amendments to the Omnibus Plan to increase the shares available for issuance. Subject to certain adjustments, the maximum number of shares available for issuance under the Omnibus Plan is 14.1 million. As of December 31, 2025, there were approximately 5.1 million shares available for issuance under the Omnibus

Plan. All awards subsequent to stockholder approval of the Omnibus Plan have been and will be made pursuant to the Omnibus Plan and applicable award agreements.

RSUs to be Settled in Common Stock

A summary of the activity for RSUs to be settled in common stock for the years ended December 31, 2025, 2024 and 2023 is as follows (RSUs in thousands):


	2025		2024		2023
	RSUs	Weighted Average Grant Date Fair Value (Per Unit)	RSUs	Weighted Average Grant Date Fair Value (Per Unit)	RSUs	Weighted Average Grant Date Fair Value (Per Unit)
Unvested at January 1	2,024	$173.32	2,548	$104.76	3,263	$78.74
Granted	638	$302.14	857	$246.34	684	$161.81
Vested	(759)	$154.01	(1,216)	$82.86	(1,268)	$68.06
Forfeited	(149)	$192.97	(165)	$165.14	(131)	$116.29
Unvested at December 31	1,754	$226.39	2,024	$173.32	2,548	$104.76

The approximate fair value of RSUs that vested during the years ended December 31, 2025, 2024 and 2023 was $228.1 million, $316.4 million and $208.0 million, respectively.

During the years ended December 31, 2025, 2024 and 2023, Quanta recognized $141.4 million, $114.0 million and $94.5 million of non-cash stock compensation expense related to RSUs to be settled in common stock. As of December 31, 2025, there was $238.3 million of total unrecognized compensation expense related to unvested RSUs to be settled in common stock granted to both employees and non-employees. This cost is expected to be recognized over a weighted average period of 2.44 years.

PSUs to be Settled in Common Stock

A summary of the activity for PSUs to be settled in common stock for the years ended December 31, 2025, 2024 and 2023 is as follows (PSUs in thousands):


	2025		2024		2023
	PSUs	Weighted Average Grant Date Fair Value (Per Unit)	PSUs	Weighted Average Grant Date Fair Value (Per Unit)	PSUs	Weighted Average Grant Date Fair Value (Per Unit)
Unvested at January 1	425	$177.69	491	$129.70	733	$65.39
Granted	92	$259.17	109	$263.34	177	$174.50
Vested	(165)	$123.88	(175)	$96.45	(413)	$35.12
Forfeited	(4)	$222.94	—	N/A	(6)	$101.66
Unvested at December 31	348	$224.15	425	$177.69	491	$129.70

The Monte Carlo simulation valuation methodology applied the following key inputs:


	2025		2024		2023
Valuation date price based on February 27, 2025, March 4, 2024 and March 9, 2023 closing stock prices of Quanta common stock	$259.26		$243.34		$160.55
Expected volatility (1)	34	%	33	%	35	%
Risk-free interest rate	4.05	%	4.43	%	4.62	%
Term in years	2.84		2.83		2.81

(1) The expected volatility inputs for Quanta are based on historical volatility, which is based on Quanta’s dividend-adjusted closing prices over a period equivalent to the performance period.

During the years ended December 31, 2025, 2024 and 2023, Quanta recognized $40.5 million, $36.5 million and $32.3 million of non-cash stock compensation expense related to PSUs to be settled in common stock.

As of December 31, 2025, there was an estimated $30.1 million of total unrecognized compensation expense related to unearned and unvested PSUs. This amount is based on forecasted attainment of performance metrics and estimated forfeitures of unearned and unvested PSUs. The compensation expense related to outstanding PSUs can vary from period to period based on changes in forecasted achievement of established performance goals and the total number of shares of common stock that Quanta anticipates will be issued upon vesting of such PSUs. This cost is expected to be recognized over a weighted average period of 1.61 years.

During the years ended December 31, 2025, 2024 and 2023, 0.3 million, 0.3 million and 0.7 million shares of common stock were issued in connection with earned and vested PSUs. The approximate fair values of PSUs earned and vested during the years ended December 31, 2025, 2024 and 2023 were $83.9 million, $75.4 million and $115.5 million, respectively.