Bunge Global SABG
Bunge Global SA Stock Compensation Disclosure
SHARE-BASED COMPENSATION
In connection with the Redomestication effective as of November 1, 2023, Bunge amended the Bunge Equity Incentive Plan (the "2016 EIP"), the Bunge 2009 Equity Incentive Plan, and the 2017 Non-Employee Directors Equity Incentive Plan (the "2017 NED Plan" or collectively, referred to as the "Plans") to provide for the issuance of registered shares instead of common shares in connection with the awards under the Plans. Additionally, the amendments to the Plans include changes to comply with Swiss law regarding minimum payment for shares, share sourcing, the form of shares, data protection, and forfeiture of restricted shares along with modifying the vesting provision on the 2017 NED Plan for separation.
On May 15, 2024, Bunge established the Bunge 2024 Long-Term Incentive Plan ("2024 LTIP"), which allows for an additional issue of 5,000,000 shares and replaced the 2016 EIP, under which, beginning May 15, 2024, no further awards may be granted.
For the years ended December 31, 2025, 2024, and 2023, Bunge recognized approximately $73 million, $65 million, and $69 million, respectively, of total compensation expense related to its stock option and restricted stock unit equity awards.
During the years ended December 31, 2025, 2024, and 2023, Bunge granted equity awards under the 2024 LTIP and the 2016 EIP, both shareholder approved plans. Under the 2024 LTIP and the 2016 EIP, the Compensation Committee of Bunge's Board of Directors may grant equity-based awards to officers, employees, consultants, and independent contractors in the form of stock options, restricted stock units (performance-based or time-based) or other equity-based awards. Shares issued under the 2024 LTIP and the 2016 EIP may result from, in whole or in part, the capital band referenced in Bunge's articles of association, treasury shares, or shares reacquired by the Company in any manner, or a combination thereof.
Stock Option Awards—Options to purchase Bunge registered shares are granted with an exercise price equal to the grant date fair market value of Bunge registered shares, vest over service periods that generally range from to three years and expire 10 years from the date of grant. Vesting may be accelerated in certain circumstances as provided in the plans or associated award agreements. Grant date fair value is recognized as compensation expense on a straight-line basis for option grants, and forfeitures are recognized as they occur. Bunge elected to cease awarding stock options to its employees beginning January 1, 2021. All awards previously granted have vested and have varying expiration dates through 2030.
Restricted Stock Units—Restricted stock units ("RSUs") give recipients the right to receive Bunge registered shares upon the lapse of related restrictions determined by the Compensation Committee. The Company has two types of RSUs: time-based restricted stock units ("TBRSUs") and performance-based restricted stock units ("PBRSUs"). Restrictions on TBRSUs and PBRSUs are based on continued service by the recipient through the designated term. In addition, PBRSUs have restrictions based on the achievement of certain performance targets, including earnings per share, return on invested capital, and relative total shareholder return, with the number of PBRSUs earned varying based on the level of achievement against these performance targets. The fair value of TBRSUs is determined using the stock price on the grant date and the expense is recognized on a straight-line basis over the vesting period. The fair value of PBRSUs is determined using a Monte Carlo simulation model, considering the terms and conditions on which the PBRSUs were granted, including the stock price on the grant date and relative total shareholder return. The cumulative expense recognized at each reporting date for the PBRSUs until the date of vesting reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of PBRSUs that will ultimately vest. RSUs generally vest over periods ranging from to three years. Vesting may be accelerated under certain circumstances, including obtaining certain retirement eligibility requirements, as defined in the Plans or associated award agreements. RSUs are generally settled in Bunge registered shares upon satisfaction of the applicable vesting terms, and forfeitures are recognized as they occur. In locations where share settlement may be prohibited under local law, RSUs are settled in cash. At the time of settlement, a participant holding a vested restricted stock unit will also be entitled to receive corresponding accrued dividend equivalent share payments.
Under the 2017 NED Plan, the Compensation Committee may grant equity-based awards to non-employee directors of Bunge Global SA. Awards may consist of restricted stock, RSUs, deferred RSUs, and non-statutory stock options.
RSUs granted to non-employee directors generally vest on the first anniversary of the grant date, provided the director continues to serve on the Board until such date, and are settled in Bunge registered shares. At the time of settlement, a participant holding a vested restricted stock unit is also entitled to receive corresponding accrued dividend equivalent share payments.
A summary of option activity under the Plans for the year ended December 31, 2025 is presented below:
| Options | Shares | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (US$ in millions) | |||||||||||||||||||
| Outstanding at January 1, 2025 | 1,539,027 | $ | 53.71 | ||||||||||||||||||||
| Exercised | (81,583) | 57.28 | |||||||||||||||||||||
| Forfeited or expired | (55,215) | 81.53 | |||||||||||||||||||||
Outstanding at December 31, 2025 (1) | 1,402,229 | 52.40 | 3.30 | $ | 51 | ||||||||||||||||||
| Exercisable at December 31, 2025 | 1,402,229 | $ | 52.40 | 3.30 | $ | 51 | |||||||||||||||||
(1)Includes 8,700 options to be cash settled.
The total intrinsic value of options exercised during the years ended December 31, 2025, 2024, and 2023 was approximately $3 million, $5 million, and $5 million, respectively.
A summary of restricted stock unit activity under the Plans for the year ended December 31, 2025 is presented below.
| Restricted Stock Units | Shares | Weighted-Average Grant-Date Fair Value | |||||||||
| Time-based restricted stock units at January 1, 2025 | 1,209,227 | $ | 99.26 | ||||||||
TBRSUs Granted (1) | 1,050,760 | 75.17 | |||||||||
Vested/issued (2) | (404,820) | 103.50 | |||||||||
| Forfeited | (109,011) | 84.67 | |||||||||
Time-based restricted stock units at December 31, 2025 (3) (4) | 1,746,156 | $ | 84.69 | ||||||||
| Performance-based restricted stock units at January 1, 2025 | 643,292 | $ | 105.06 | ||||||||
PBRSUs Granted (1) | 405,977 | 74.76 | |||||||||
| Additional PBRSUs granted on achievement of performance targets | 139,020 | 122.16 | |||||||||
Vested/issued (2) | (336,684) | 122.70 | |||||||||
| Forfeited | (49,767) | 83.85 | |||||||||
Performance-based restricted stock units at December 31, 2025 (3) | 801,838 | $ | 87.12 | ||||||||
Total restricted stock units at December 31, 2025 (3) | 2,547,994 | $ | 85.46 | ||||||||
(1)As part of the Business Combination Agreement for the Acquisition of Viterra certain long-term incentive plan awards were converted to 227,489 shares of time-based restricted stock units and 26,862 shares of performance-based stock units.
(2)During the year ended December 31, 2025, Bunge issued a total of 505,537 registered shares, net of shares withheld to cover taxes, including related shares representing accrued dividends, with a weighted-average fair value of $112.12 per share upon vesting of TBRSUs and PBRSUs.
(3)Includes accrued unvested dividends, which are payable in Bunge's registered shares upon vesting of underlying restricted stock units.
(4)Includes 18,493 TBRSUs to be cash settled and includes 81,656 TBRSUs granted to retirement eligible employees which are fully vested but unissued in accordance with the terms of the Plans.
At December 31, 2025, there was approximately $77 million of total unrecognized compensation cost related to RSUs granted under the Plans, which is expected to be recognized over the next three years. The total grant date fair value of RSUs issued during the year ended December 31, 2025 was approximately $83 million.
Registered Shares Reserved for Share-Based Awards—The 2024 LTIP and 2017 NED Plan provide that 5,000,000 and 320,000 registered shares, respectively, are to be reserved for grants of stock options, restricted stock units and other awards under the plans. At December 31, 2025, 3,728,852 and 102,436 registered shares were available for future grants under the 2024 LTIP Plan and 2017 NED Plan, respectively. No shares are currently available for grant under any other Bunge Global SA equity incentive plan.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 19, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Feb 22, 2024 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.