COLGATE PALMOLIVE COCL
COLGATE PALMOLIVE CO Stock Compensation Disclosure
Capital Stock and Stock-Based Compensation Plans
Preference Stock
The Company has the authority to issue 50,262,150 shares of preference stock.
Stock Repurchases
On March 20, 2025, the Board authorized the repurchase of shares of the Company’s common stock having an aggregate purchase price of up to $5 billion under a new share repurchase program, which replaced a previously authorized share repurchase program. The Board also has authorized share repurchases on an ongoing basis to fulfill certain requirements of the Company’s compensation and benefit programs. The shares are repurchased from time to time in open market or privately negotiated transactions at the Company’s discretion, subject to market conditions, customary blackout periods and other factors. The Company repurchased its common stock at a cost of $1,214 during 2025.
The Company may use either authorized and unissued shares or treasury shares to meet share requirements resulting from the exercise of stock options and the vesting of restricted stock unit awards.
A summary of common stock and treasury stock activity for the three years ended December 31 is as follows:
| Common Stock Outstanding | Treasury Stock | |||||||||||||
| Balance, January 1, 2023 | 830,212,606 | 635,493,754 | ||||||||||||
| Common stock acquired | (14,735,909) | 14,735,909 | ||||||||||||
| Shares issued for stock options | 5,318,430 | (5,318,430) | ||||||||||||
| Shares issued for restricted stock units and other | 617,642 | (617,642) | ||||||||||||
| Balance, December 31, 2023 | 821,412,769 | 644,293,591 | ||||||||||||
| Common stock acquired | (18,321,422) | 18,321,422 | ||||||||||||
| Shares issued for stock options | 8,606,699 | (8,606,699) | ||||||||||||
| Shares issued for restricted stock units and other | 876,652 | (876,652) | ||||||||||||
| Balance, December 31, 2024 | 812,574,698 | 653,131,662 | ||||||||||||
| Common stock acquired | (13,652,320) | 13,652,320 | ||||||||||||
| Shares issued for stock options | 1,339,704 | (1,339,704) | ||||||||||||
| Shares issued for restricted stock units and other | 977,442 | (977,442) | ||||||||||||
| Balance, December 31, 2025 | 801,239,524 | 664,466,836 | ||||||||||||
Stock-Based Compensation
The Company recognizes the cost of employee services received in exchange for awards of equity instruments, such as stock options and restricted stock units, based on the fair value of those awards at the date of grant. The fair value of restricted stock units, generally based on market price, is amortized ratably over the requisite service period. The estimated fair value of stock options on the date of grant, based on the Black-Scholes value described below, is amortized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company accounts for forfeitures as they occur. Awards to employees eligible for retirement prior to the award becoming fully vested are recognized as compensation cost from the grant date through the date that the employee first becomes eligible to retire and is no longer required to provide service to earn the award.
The Company has one incentive compensation plan pursuant to which it issues restricted stock units (both performance-based and time-vested) and stock options to employees and shares of common stock and stock options to non-employee directors. The Personnel and Organization Committee of the Board, which is comprised entirely of independent directors, administers the incentive compensation plan. The total stock-based compensation expense charged against pretax income for this plan was $155, $135 and $122 for the years ended December 31, 2025, 2024 and 2023, respectively. The total income tax benefit recognized on stock-based compensation, excluding excess tax benefits, was approximately $28, $26 and $22 for the years ended December 31, 2025, 2024 and 2023, respectively.
Stock-based compensation expense is recorded within Selling, general and administrative expenses in the Corporate segment as these amounts are not included in internal measures of segment operating performance.
The Company uses the Black-Scholes option pricing model to estimate the fair value of stock option awards. The weighted-average fair value assumptions are summarized in the following table:
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Expected term of options | 6 years | 6 years | 6 years | |||||||||||||||||
| Expected volatility rate | 20.6 | % | 20.5 | % | 19.8 | % | ||||||||||||||
| Risk-free interest rate | 4.0 | % | 3.8 | % | 4.3 | % | ||||||||||||||
| Expected dividend yield | 2.1 | % | 2.1 | % | 2.5 | % | ||||||||||||||
| Weighted-average estimated fair value | $ | 18.21 | $ | 22.65 | $ | 14.89 | ||||||||||||||
The weighted-average expected term of stock options granted each year was determined with reference to historical exercise and post-vesting cancellation experience, the vesting period of the awards and the contractual term of the awards, among other factors. Expected volatility incorporates implied share-price volatility derived from exchange traded options on the Company’s common stock. The risk-free interest rate for the expected term of the option is based on the yield of a zero-coupon U.S. Treasury bond with a maturity period equal to the option’s expected term.
Stock Options
The Company issues non-qualified stock options to non-employee directors, officers and other key employees. Stock options have a contractual term of eight years and generally vest ratably over three years. As of December 31, 2025, approximately 18,063,072 shares of common stock were available for future stock option grants.
A summary of stock option activity during 2025 is presented below:
| Shares (in thousands) | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in years) | Intrinsic Value of Unexercised In-the-Money Options | |||||||||||||||||||||||
| Options outstanding, January 1, 2025 | 12,774 | $ | 78 | |||||||||||||||||||||||
| Granted | 1,284 | 84 | ||||||||||||||||||||||||
| Exercised | (1,340) | 76 | ||||||||||||||||||||||||
| Forfeited | (87) | 82 | ||||||||||||||||||||||||
| Expired | (12) | 79 | ||||||||||||||||||||||||
| Options outstanding, December 31, 2025 | 12,619 | 79 | 4 | $ | 32 | |||||||||||||||||||||
| Options exercisable, December 31, 2025 | 10,174 | $ | 77 | 4 | $ | 28 | ||||||||||||||||||||
As of December 31, 2025, there was $8 of total unrecognized compensation expense related to unvested stock options, which will be recognized over a weighted-average period of 1.4 years. The total intrinsic value of stock options exercised during the years ended December 31, 2025, 2024 and 2023 was $18, $150 and $28, respectively.
The benefits of tax deductions in excess of grant date fair value resulting from the exercise of stock options and vesting of restricted stock unit awards for the years ended December 31, 2025, 2024 and 2023 were $3, $18 and $4, respectively, and are recognized in the provision for income taxes as a discrete item in the quarterly period in which they occur and classified as an operating cash flow. Cash proceeds received from stock options exercised for the years ended December 31, 2025, 2024 and 2023 were $101, $638 and $380, respectively.
Performance-based Restricted Stock Units
Under the Company’s long-term incentive compensation program, the Company grants officers and other key employees a target number of unearned performance-based restricted stock units at the beginning of each three-year performance cycle. Awards are earned and vest following the conclusion of the performance period on the basis of achievement of performance goals established at the commencement of each three-year performance period.
A summary of performance-based restricted stock unit activity for the year ended December 31, 2025 is presented below:
| Shares (in thousands) | Weighted Average Grant Date Fair Value Per Award | |||||||||||||
| Performance-based restricted stock units as of January 1, 2025 | 1,037 | $ | 74 | |||||||||||
| Activity: | ||||||||||||||
| Granted | 317 | 85 | ||||||||||||
| Vested | (458) | 68 | ||||||||||||
| Forfeited | (217) | 70 | ||||||||||||
| Change due to performance and/or market condition achievement | 251 | 67 | ||||||||||||
| Performance-based restricted stock units as of December 31, 2025 | 930 | $ | 80 | |||||||||||
As of December 31, 2025, there was $32 of total unrecognized compensation expense related to unvested performance-based restricted stock unit awards, which will be recognized ratably over the remaining performance period.
The Company uses a Monte-Carlo simulation model to estimate the fair value of performance-based restricted stock units at the date of grant.
Time-Vested Restricted Stock Units
The Company also grants time-vested restricted stock unit awards. Awards either vest annually on a ratable basis over the restriction period or at the end of the restriction period, which is generally three years from the date of grant. As of December 31, 2025, approximately 6,091,685 shares of common stock were available for future restricted stock unit awards.
A summary of restricted stock unit activity during 2025 is presented below:
| Shares (in thousands) | Weighted Average Grant Date Fair Value Per Award | |||||||||||||
| Restricted stock units as of January 1, 2025 | 1,987 | $ | 88 | |||||||||||
| Activity: | ||||||||||||||
| Granted | 1,197 | 85 | ||||||||||||
| Vested | (1,049) | 83 | ||||||||||||
| Forfeited | (77) | 89 | ||||||||||||
| Restricted stock units as of December 31, 2025 | 2,058 | $ | 88 | |||||||||||
As of December 31, 2025, there was $74 of total unrecognized compensation expense related to unvested time-vested restricted stock unit awards, which will be recognized over a weighted-average period of 1.6 years. The total fair value of time-vested restricted stock units vested during the years ended December 31, 2025, 2024 and 2023 was $87, $72 and $45, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 23, 2026 | Showing above |
| 2024 | Feb 13, 2025 | |
| 2023 | Feb 15, 2024 | |
| 2022 | Feb 16, 2023 | |
| 2021 | Feb 17, 2022 | |
| 2020 | Feb 18, 2021 | |
| 2017 | Feb 15, 2018 | |
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.