filings.toolsItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain of the information called for by Item 12 will be set forth in the Proxy Statement under the caption “Information on Stock Ownership” and is incorporated herein by reference.
Equity Compensation Plan Information
The following table provides information as of December 31, 2025 about the securities authorized for issuance under the Company’s equity compensation plans, which consist of The Hartford 2014 Incentive Stock Plan (the "2014 Stock Plan"), the 2020 Stock Incentive Plan (the "2020 Stock Plan"), the 2025 Long Term Incentive Stock Plan (the "2025 Stock Plan") (collectively referred to herein as the "Stock Plans") and The Hartford Employee Stock Purchase Plan (the “ESPP”).
On May 21, 2025, the stockholders of the Company approved the 2025 Stock Plan, which superseded the earlier plan. Pursuant to the provisions of the 2025 Stock Plan, no additional shares may be issued from the 2020 Stock Plan. To the extent that any awards under the 2020 Stock Plan are forfeited, terminated, surrendered, exchanged, expire unexercised or are settled in cash in lieu of stock (including to effect tax withholding) or for the issuance of a lesser number of shares than the number of shares subject to the award, the shares subject to such awards (or the relevant portion thereof) shall be available for award under the 2025 Stock Plan and such shares shall be added to the total number of shares available under the 2025 Stock Plan. For a description of the 2025 Stock Plan and the ESPP, see Note 19 - Stock Compensation Plans of Notes to Consolidated Financial Statements.
| (a) | (b) | (c) | ||||||||||||
| Number of Securities to be Issued Upon Exercise of Outstanding Options, **Warrants and Rights [**1] | Weighted-average Exercise Price of Outstanding Options, Warrants and Rights [2] | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) [3] | ||||||||||||
| Equity compensation plans approved by stockholders | 7,119,538 | $ | 65.21 | 11,578,187 | ||||||||||
| Equity compensation plans not approved by stockholders | — | — | — | |||||||||||
| Total | 7,119,538 | $ | 65.21 | 11,578,187 |
*[1]*The amount shown in this column includes the following equity compensation awarded under the Stock Plans: 4,025,828 outstanding options; 2,363,635 outstanding restricted stock units, 631,694 outstanding performance shares at 100% of target (which excludes 435,109 shares that vested on December 31, 2025, related to the 2023-2025 performance period) and 98,381 non-vested dividend equivalent shares as of December 31, 2025. The maximum number of performance shares that could be awarded is 1,263,388 (200% of target) if the Company achieved the highest performance level.
*[2]*The weighted-average exercise price reflects outstanding options and does not reflect outstanding restricted stock units or performance shares because they do not have exercise prices.
*[3]*Of these shares, 2,893,304 remain available for purchase under the ESPP as of December 31, 2025 and 8,684,883 shares remain available for issuance as options, restricted stock units, restricted stock awards or performance shares under the 2025 Stock Plan as of December 31, 2025.
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Part IV. Item 15. Exhibits and Financial Statement Schedules
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