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Get filing alertsUnity grants CEO 880,000 performance RSUs vesting at $50, $60, $75 stock price hurdles
Filed August 19, 2026 · Period ending August 17, 2026 · ~1 min read
Key Changes
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CEO Matthew Bromberg received 880,000 performance-based RSUs vesting in three equal tranches over five years, contingent on Unity's stock sustaining 30-day volume-weighted average prices of $50, $60, and $75 respectively.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Each tranche requires both continued service as CEO through specific dates (2027, 2028, 2029) and achievement of the corresponding stock price hurdle, with the performance period running through August 2031.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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The award is a one-time supplemental grant separate from Unity's regular annual equity program, designed to retain the CEO during the company's multi-year strategic transformation to integrate its creation and monetization platforms.
Item 7.01 — Regulation FD Disclosure verify on EDGAR → -
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In a change-of-control scenario, PPSUs can vest based on the acquisition price without the 30-day VWAP requirement; if the CEO is terminated without cause within three months before or 12 months after an acquisition, all eligible PPSUs vest immediately.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Upon death or disability, the service requirement is waived and tranches with achieved price hurdles vest immediately; tranches with unmet hurdles remain eligible for six months post-termination.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
Summary
Unity's compensation committee granted CEO Matthew Bromberg 880,000 performance-based restricted stock units on August 17, 2026, structured to vest only if the company's stock reaches and sustains specific price targets over the next five years.
The award divides into three equal tranches requiring Unity's stock to maintain 30-day volume-weighted average prices of $50, $60, and $75 respectively, alongside continued service requirements through 2027, 2028, and 2029. The performance period runs through August 2031.
This is a one-time supplemental award separate from Unity's regular annual equity program, designed to retain the CEO during what the company describes as a multi-year strategic transformation to integrate its creation and monetization platforms into a single AI-driven system. The compensation committee consulted with the board and an independent compensation consultant, considering competitive CEO pay at comparable software companies undergoing strategic transformation. The award is entirely at-risk and delivers value only if Unity achieves and sustains significant stock price appreciation, directly tying executive compensation to shareholder returns. The structure includes change-of-control provisions allowing vesting based on acquisition price and accelerated vesting if the CEO is terminated without cause around an acquisition event.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On August 17, 2026, the Human Capital and Compensation Committee of the Board of Directors (the “Compensation Committee”) of Unity Software Inc. (the “Company”) approved the grant of a special award of 880,000 performance-based, price-vesting restricted stock units (“PPSUs”) to Matthew Bromberg, the Company’s President and Chief Executive Officer (“CEO”).
Unity's compensation committee granted CEO Matthew Bromberg 880,000 performance-based restricted stock units. This is a special award separate from regular compensation, structured to align executive pay with long-term stock price appreciation.
Added in current filing · verify on EDGAR →
The PPSUs are issued pursuant to the Company’s 2020 Equity Incentive Plan (the “Plan”) and are subject to a five-year performance period beginning on August 17, 2026 and ending on August 17, 2031 (the “Performance Period”). For purposes of vesting, the PPSUs will be divided into three vesting tranches, each covering approximately one-third of the total number of PPSUs granted. Each vesting tranche is subject to satisfaction of a continued service requirement and a stock price hurdle.
The award vests in three equal tranches over a five-year period ending August 2031. Each tranche requires both continued service as CEO through specific dates (2027, 2028, and 2029) and achievement of stock price hurdles. This structure ties executive retention and compensation directly to stock price performance.
Added in current filing · verify on EDGAR →
In the event that a Change in Control (as defined in the Plan) occurs during the Performance Period, the PPSUs subject to a vesting tranche will be eligible to vest following the Change in Control subject only to the continued service requirement, but only to the extent that (i) the stock price hurdle for such vesting tranche has been satisfied prior to the date of the Change in Control, or (ii) the per-share transaction price in connection with such Change in Control has satisfied the stock price hurdle for such vesting tranche, without regard to the VWAP Requirement.
If Unity is acquired during the five-year performance period, PPSUs can vest based on the acquisition price without requiring the 30-day VWAP test. If the acquisition price falls between two hurdles, vesting is determined by linear interpolation. If the CEO is terminated without cause or for good reason within three months before or 12 months after the acquisition, all eligible PPSUs vest immediately.
Added in current filing · verify on EDGAR →
Upon a termination due to death or disability, any outstanding and unvested PPSUs will be deemed to have satisfied the continued service requirement and any PPSUs belonging to a vesting tranche for which the stock price hurdle was achieved as of such termination date will vest as of the termination date, and any PPSUs belonging to a vesting tranche for which the stock price hurdle had not been achieved as of such termination date will remain outstanding and eligible to vest for six months following termination and will vest to the extent that an applicable stock price hurdle is achieved during such six-month post-termination period.
If the CEO dies or becomes disabled, the service requirement is waived and any tranches with achieved price hurdles vest immediately. Tranches with unmet price hurdles remain eligible for six months post-termination. For involuntary termination without cause, PPSUs vest only if the price hurdle was already met and the CEO would have satisfied the service requirement within 12 months.
Event · Item 7.01 — Regulation FD Disclosure
Unity granted CEO a supplemental performance stock award tied to multi-year stock price appreciation and continued service.
Added in current filing · verify on EDGAR →
The Compensation Committee approved the award of PPSUs, in consultation with the Board of Directors and its independent compensation consultant, to support leadership retention and to reinforce the CEO’s focus on sustained long-term stockholder value creation.
Unity's Compensation Committee approved a grant of performance-based stock units (PPSUs) to the CEO. The award is designed to retain the CEO and align his interests with long-term stockholder value creation as the company executes its multi-year strategy to integrate its creation and monetization platforms into a single AI-driven system.
Added in current filing · verify on EDGAR →
The Committee also considered the competitive landscape for chief executive talent at software companies of comparable scale and complexity, where strategic transformation is a persistent challenge. The Compensation Committee concluded that a one-time, supplemental performance award additive to the Company’s annual equity program and contingent on both continued service as CEO and substantial future stock price appreciation would further support the Company’s long-term strategic objectives.
The award is a one-time supplemental grant that adds to Unity's regular annual equity program. It requires both continued service as CEO and substantial future stock price appreciation. The Committee considered competitive CEO compensation at comparable software companies undergoing strategic transformation when designing the award.
Added in current filing · verify on EDGAR →
Because the award is entirely at risk, and delivers value only if significant stock appreciation is achieved and sustained, the Compensation Committee believes it is structured to align directly with stockholder interests.
The award is entirely performance-based and at-risk, delivering value to the CEO only if Unity achieves and sustains significant stock price appreciation. This structure is intended to directly align the CEO's compensation with stockholder returns.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 20, 2026 · How we verify