HALLIBURTON COHAL
HALLIBURTON CO Stock Compensation Disclosure
Stock-based Compensation
The following table summarizes stock-based compensation costs for the years ended December 31, 2025, 2024, and
2023.
Year Ended December 31, | |||
Millions of dollars | 2025 | 2024 | 2023 |
Stock-based compensation cost | $213 | $223 | $219 |
Tax benefit | (36) | (38) | (36) |
Stock-based compensation cost, net of tax | $177 | $185 | $183 |
Our Stock and Incentive Plan, as amended (Stock Plan), provides for the grant of any or all of the following types of
stock-based awards:
-stock options, including incentive stock options and nonqualified stock options;
-restricted stock awards;
-restricted stock unit awards;
-stock appreciation rights; and
-stock value equivalent awards.
There are currently no stock appreciation rights, stock value equivalent awards, or incentive stock options outstanding.
Under the terms of the Stock Plan, approximately 284 million shares of common stock have been reserved for issuance to
employees and non-employee directors. At December 31, 2025, approximately 16 million shares were available for future
grants under the Stock Plan. The stock to be offered pursuant to the grant of an award under the Stock Plan may be authorized
but unissued common shares or treasury shares.
In addition to the provisions of the Stock Plan, we also have stock-based compensation provisions under the Restricted
Stock Plan for Non-Employee Directors and the Employee Stock Purchase Plan (ESPP).
Each of the active stock-based compensation arrangements is discussed below.
Stock options
There were no stock options granted during 2025 and there are no plans to grant stock options in 2026. All stock
options under the Stock Plan were granted at the fair market value of our common stock at the grant date. Employee stock
options generally vest ratably over a period of three years and expire ten years from the grant date. Compensation expense for
stock options is generally recognized on a straight-line basis over the entire vesting period.
The following table represents our stock options activity during 2025.
Number of Shares (in millions) | Weighted Average Exercise Price per Share | Weighted Average Remaining Contractual Term (years) | Aggregate Intrinsic Value (in millions) | |
Outstanding at January 1, 2025 | 10.4 | $41.75 | ||
Exercised | — | 24.73 | ||
Forfeited/expired | (2.4) | 43.71 | ||
Outstanding at December 31, 2025 | 8.0 | $41.23 | 1.9 | $5.8 |
Exercisable at December 31, 2025 | 8.0 | $41.23 | 1.9 | $5.8 |
The total intrinsic value of options exercised was $103,000 in 2025, $3 million in 2024, and $20 million in 2023. As of
December 31, 2025, there was no unrecognized compensation cost, net of estimated forfeitures, related to nonvested stock
options.
Cash received from issuance of common stock for 2025, 2024, and 2023 was $98 million, $105 million, and $136
million, respectively, of which $1 million, $9 million, and $48 million, respectively, are related to proceeds from exercises of
stock options. All other cash received from issuance of common stock during 2025, 2024 and 2023 relates to cash proceeds
from the issuance of shares under our employee stock purchase plan.
The fair value of options at the date of grant was estimated using the Black-Scholes option pricing model. The
expected volatility of options granted was a blended rate based upon implied volatility calculated on actively traded options on
our common stock and upon the historical volatility of our common stock. The expected term of options granted was based
upon historical observation of actual time elapsed between date of grant and exercise of options for all employees. There were
no stock options granted for the years ended December 31, 2025, 2024, and 2023.
Restricted stock
Restricted shares issued under the Stock Plan are restricted as to sale or disposition. These restrictions generally lapse
periodically over a period of five years. Restrictions may also lapse for early retirement and other conditions in accordance with
our established policies. Upon termination of employment, shares on which restrictions have not lapsed must be returned to us,
resulting in restricted stock forfeitures. The fair market value of the stock on the date of grant is amortized and charged to
income on a straight-line basis over the requisite service period for the entire award.
In 2025, we also granted performance based restricted stock units, with the actual number of shares earned to be
determined at the end of a three year performance period based on our achievement of certain predefined targets. These targets
are based upon our average return on capital employed and a modifier based upon stock performance, as compared to certain
competitors. A Monte Carlo simulation that uses a probabilistic approach was performed by an actuary to measure grant date
fair value. The fair value of these performance based restricted stock units is recognized on a straight-line basis over the three
year performance cycle.
The following table represents our restricted stock awards and restricted stock units granted, vested, and forfeited
during 2025.
.
Number of Shares (in millions) | Weighted Average Grant-Date Fair Value per Share | |
Nonvested shares at January 1, 2025 | 19.5 | $31.64 |
Granted | 7.8 | 22.95 |
Vested | (6.9) | 29.18 |
Forfeited | (1.7) | 30.84 |
Nonvested shares at December 31, 2025 | 18.7 | $29.01 |
The weighted average grant-date fair value of shares granted was $22.95 during 2025, $36.76 during 2024, and $31.73
during 2023. The total fair value of shares vested was $162 million during 2025, $263 million during 2024, and $283 million
during 2023. As of December 31, 2025, there was $358 million of unrecognized compensation cost, net of estimated forfeitures,
related to nonvested restricted stock, which is expected to be recognized over a weighted average period of three years.
Employee Stock Purchase Plan
Under the ESPP, eligible employees may have up to 10% of their earnings withheld, subject to some limitations, to be
used to purchase shares of our common stock. The ESPP contains four three-month offering periods commencing on January 1,
April 1, July 1, and October 1 of each year. The price at which common stock may be purchased under the ESPP in 2023, 2024,
and 2025 is equal to 90% of the lower of the fair market value of the common stock on the commencement date or last trading
day of each offering period. Under the ESPP, 104 million shares of common stock have been reserved for issuance, of which 84
million shares have been sold through the ESPP since the inception of the plan through December 31, 2025 and 20 million
shares are available for future issuance. The stock to be offered may be authorized but unissued common shares or treasury
shares.
The fair value of ESPP shares was estimated using the Black-Scholes option pricing model. The expected volatility
was a one-year historical volatility of our common stock. The assumptions and resulting fair values were as follows:
Year Ended December 31, | |||
2025 | 2024 | 2023 | |
Expected volatility | 35% | 30% | 48% |
Expected dividend yield | 2.78% | 2.00% | 1.44% |
Risk-free interest rate | 4.28% | 5.24% | 5.11% |
Weighted average grant-date fair value per share | $4.17 | $5.60 | $7.16 |
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.