GE HealthCare Technologies Inc.GEHC
GE HealthCare Technologies Inc. Stock Compensation Disclosure
SHARE-BASED COMPENSATION
We grant stock options, restricted stock units (“RSUs”), and performance stock units (“PSUs”) to employees under the 2023 Long-Term Incentive Plan (“LTIP”). The Talent, Culture, and Compensation Committee of the Board of Directors approves grants under the LTIP. Under the LTIP, we are authorized to issue up to approximately 41 million shares. We record compensation expense for awards expected to vest over the vesting period. We estimate forfeitures based on experience and adjust expense to reflect actual forfeitures. When options are exercised, RSUs vest, and PSUs are earned, we issue shares from authorized unissued common stock.
For awards granted in 2023, 2024, and 2025, the expected volatility was derived from a peer group’s blended historical and implied volatility as GE HealthCare does not have sufficient historical volatility based on the expected term of the underlying options. The expected term of the stock options was determined using the simplified method. The risk-free interest rate was determined using the implied yield currently available for zero-coupon U.S. government issues with a remaining term approximating the expected life of the options. The dividend yield assumption is based on the expected annualized dividend payment at the date of grant.
We grant stock options, restricted stock units (“RSUs”), and performance stock units (“PSUs”) to employees under the 2023 Long-Term Incentive Plan (“LTIP”). The Talent, Culture, and Compensation Committee of the Board of Directors approves grants under the LTIP. Under the LTIP, we are authorized to issue up to approximately 41 million shares. We record compensation expense for awards expected to vest over the vesting period. We estimate forfeitures based on experience and adjust expense to reflect actual forfeitures. When options are exercised, RSUs vest, and PSUs are earned, we issue shares from authorized unissued common stock.
Stock options provide employees the opportunity to purchase GE HealthCare shares in the future at the market price of our stock on the date the award is granted. The options become exercisable over the vesting period, typically becoming fully vested in to three and a half years, and expire ten years from the grant date if not exercised. We value stock options using a Black-Scholes option pricing model.
RSUs provide an employee the right to shares of GE HealthCare stock when the restrictions lapse over the vesting period of to three and a half years. Upon vesting, each RSU is converted into one share of GE HealthCare common stock. We value RSUs using the market price on the grant date.
PSUs provide an employee with the right to receive shares of GE HealthCare stock based upon achievement of certain performance metrics. PSUs are subject to an employee service period of three years. PSUs may include a relative total shareholder return (“TSR”) modifier to determine the number of shares earned at the end of the performance period. We engage third-party valuation specialists to assist with the fair value estimate of the PSUs that include the TSR modifier using a Monte Carlo simulation to model the probability of possible outcomes.
The following tables provide the weighted average fair value of options, RSUs, and PSUs granted to employees during the years ended December 31, 2025, 2024, and 2023, and the related weighted average stock option valuation assumptions used in the Black-Scholes model.
| Weighted Average Grant Date Fair Value | For the years ended December 31 | ||||||||||
| (In dollars) | 2025 | 2024 | 2023 | ||||||||
| Stock options | $ | 30 | $ | 32 | $ | 25 | |||||
| RSUs | 83 | 89 | 73 | ||||||||
| PSUs | 85 | 96 | 85 | ||||||||
| Key Assumptions in the Black-Scholes Valuation for Stock Options | For the years ended December 31 | ||||||||||
| 2025 | 2024 | 2023 | |||||||||
Risk-free rate | 4.0 | % | 4.1 | % | 3.6 | % | |||||
| Dividend yield | 0.16 | % | 0.13 | % | 0.01 | % | |||||
| Expected volatility | 26.7 | % | 26.2 | % | 26.2 | % | |||||
| Expected term (in years) | 6.2 | 6.2 | 6.2 | ||||||||
For awards granted in 2023, 2024, and 2025, the expected volatility was derived from a peer group’s blended historical and implied volatility as GE HealthCare does not have sufficient historical volatility based on the expected term of the underlying options. The expected term of the stock options was determined using the simplified method. The risk-free interest rate was determined using the implied yield currently available for zero-coupon U.S. government issues with a remaining term approximating the expected life of the options. The dividend yield assumption is based on the expected annualized dividend payment at the date of grant.
Stock Option Activity | ||||||||||||||
Shares (in thousands) | Weighted average exercise price (in dollars) | Weighted average contractual term (in years) | Intrinsic value (in millions) | |||||||||||
Outstanding as of January 1, 2025 | 4,246 | $ | 82 | |||||||||||
| Granted | 666 | 85 | ||||||||||||
| Exercised/Vested | (606) | 61 | ||||||||||||
| Forfeited | (208) | 79 | ||||||||||||
| Expired | (339) | 126 | ||||||||||||
Outstanding as of December 31, 2025 | 3,760 | $ | 82 | 6.0 | $ | 28 | ||||||||
Exercisable as of December 31, 2025 | 2,219 | $ | 83 | 4.6 | $ | 20 | ||||||||
| Expected to vest | 3,634 | $ | 82 | 5.9 | $ | 28 | ||||||||
RSU and PSU Activity | |||||||||||||||||||||||||||||
| RSUs | PSUs | ||||||||||||||||||||||||||||
| Shares (in thousands) | Weighted average grant date fair value (in dollars) | Weighted average vesting period (in years) | Intrinsic value (in millions) | Shares (in thousands) | Weighted average grant date fair value (in dollars) | Weighted average vesting period (in years) | Intrinsic value (in millions) | ||||||||||||||||||||||
Outstanding as of January 1, 2025 | 2,860 | $ | 78 | 778 | $ | 91 | |||||||||||||||||||||||
| Granted | 1,478 | 83 | 492 | 85 | |||||||||||||||||||||||||
| Exercised/Vested | (1,484) | 75 | (72) | 70 | |||||||||||||||||||||||||
| Forfeited | (313) | 81 | (122) | 89 | |||||||||||||||||||||||||
| Expired | — | — | — | — | |||||||||||||||||||||||||
Outstanding as of December 31, 2025 | 2,542 | $ | 82 | 2.0 | $ | 208 | 1,076 | $ | 88 | 2.0 | $ | 88 | |||||||||||||||||
Share-based compensation expense is recognized within Cost of products, Cost of services, SG&A, or R&D, as appropriate, in the Consolidated Statements of Income.
| Share-based Compensation Expense | For the years ended December 31 | ||||||||||
| 2025 | 2024 | 2023 | |||||||||
| Share-based compensation expense (pre-tax) | $ | 130 | $ | 125 | $ | 114 | |||||
| Income tax benefits | (24) | (23) | (23) | ||||||||
| Share-based compensation expense (after-tax) | $ | 106 | $ | 102 | $ | 91 | |||||
| Other Share-based Compensation Data | For the years ended December 31 | ||||||||||
| 2025 | 2024 | 2023 | |||||||||
Cash received from stock options exercised | $ | 37 | $ | 33 | $ | 34 | |||||
Intrinsic value of stock options exercised and RSUs/PSUs vested | 141 | 251 | 106 | ||||||||
Unrecognized compensation expense was $159 million as of December 31, 2025 and is expected to be recognized over a weighted-average period of approximately 2.0 years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 4, 2026 | Showing above |
| 2024 | Feb 13, 2025 | |
| 2023 | Feb 6, 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.