Mondelez International, Inc.MDLZ
Mondelez International, Inc. Stock Compensation Disclosure
Note 13. Stock Plans
Under our 2024 Performance Incentive Plan (the “2024 PIP”), we are authorized through May 21, 2034 to issue a maximum of 50.7 million shares of our Common Stock. As of December 31, 2025, there were 47.0 million shares available to be granted.
Stock Compensation Plans
Stock Options
We recorded compensation expense related to stock options held by our employees of $27 million in 2025, $30 million in 2024 and $25 million in 2023 in our results from continuing operations. The deferred tax benefit recorded related to this compensation expense was $3 million in 2025, $5 million in 2024 and $4 million in 2023. The unamortized compensation expense related to our employee stock options was $19 million at December 31, 2025 and is expected to be recognized over a weighted-average period of 1.6 years.
Our weighted-average Black-Scholes Model fair value assumptions were:
| Risk-Free Interest Rate | Expected Life | Expected Volatility | Expected Dividend Yield | Fair Value at Grant Date | |||||||||||||||||||||||||
| 2025 | 4.06% | 6 years | 22.52% | 3.09% | $12.63 | ||||||||||||||||||||||||
| 2024 | 4.21% | 5 years | 20.93% | 2.33% | $15.23 | ||||||||||||||||||||||||
| 2023 | 4.18% | 5 years | 20.97% | 2.32% | $13.57 | ||||||||||||||||||||||||
The risk-free interest rate represents the constant maturity U.S. government treasuries rate with a remaining term equal to the expected life of the options. The expected life is the period over which our employees are expected to hold their options. Volatility reflects historical movements in our stock price for a period commensurate with the expected life of the options. The dividend yield reflects the dividend yield in place at the time of the historical grants.
Stock option activity is reflected below:
| Shares Subject to Option | Weighted- Average Exercise or Grant Price Per Share | Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||||||||||||
| Balance at January 1, 2023 | 20,490,250 | $ | 46.31 | $ | 417 | million | |||||||||||||||||
Granted | 2,476,320 | 65.39 | |||||||||||||||||||||
Exercised (1) | (3,894,213) | 39.59 | $ | 123 | million | ||||||||||||||||||
Canceled | (394,237) | 59.41 | |||||||||||||||||||||
| Balance at December 31, 2023 | 18,678,120 | 49.96 | $ | 420 | million | ||||||||||||||||||
Granted | 2,297,630 | 73.03 | |||||||||||||||||||||
Exercised (1) | (4,096,571) | 43.30 | $ | 121 | million | ||||||||||||||||||
Canceled | (400,010) | 63.40 | |||||||||||||||||||||
| Balance at December 31, 2024 | 16,479,169 | 54.51 | $ | 135 | million | ||||||||||||||||||
Granted | 2,025,000 | 65.13 | |||||||||||||||||||||
Exercised (1) | (2,258,520) | 42.59 | $ | 49 | million | ||||||||||||||||||
Canceled | (523,730) | 67.18 | |||||||||||||||||||||
| Balance at December 31, 2025 | 15,721,919 | 57.17 | 5 years | $ | 55 | million | |||||||||||||||||
| Exercisable at December 31, 2025 | 12,029,819 | 53.92 | 4 years | $ | 55 | million | |||||||||||||||||
(1)Cash received from options exercised was $94 million in 2025, $175 million in 2024 and $152 million in 2023. The excess income tax benefit from stock option exercises was $7 million in 2025, $19 million in 2024 and $21 million in 2023.
Performance Share Units and Deferred Stock Units
We recorded compensation expense related to PSUs and DSUs of $87 million in 2025, $117 million in 2024 and $121 million in 2023 in our results from continuing operations. The deferred tax benefit recorded related to this compensation expense was $14 million in 2025, $19 million in 2024 and $18 million in 2023. The unamortized compensation expense related to our PSUs and DSUs was $129 million at December 31, 2025 and is expected to be recognized over a weighted-average period of 1.8 years.
Our PSU and DSU activity is reflected below:
| Number of Shares | Weighted-Average Fair Value Per Share (3) | Weighted-Average Aggregate Fair Value | |||||||||||||||
| Balance at January 1, 2023 | 4,451,674 | $ | 60.12 | ||||||||||||||
Units granted: | |||||||||||||||||
Performance share units (1) | 1,312,820 | 67.48 | |||||||||||||||
Deferred stock units | 926,288 | 65.99 | |||||||||||||||
Total units granted (1) | 2,239,108 | 66.86 | $ | 150 | million | ||||||||||||
Vested (1) (2) | (1,772,439) | 61.92 | $ | 110 | million | ||||||||||||
Forfeited | (365,177) | 62.66 | |||||||||||||||
| Balance at December 31, 2023 | 4,553,166 | 62.53 | |||||||||||||||
Units granted: | |||||||||||||||||
Performance share units (1) | 1,517,643 | 67.76 | |||||||||||||||
Deferred stock units | 930,655 | 72.35 | |||||||||||||||
Total units granted (1) | 2,448,298 | 69.50 | $ | 170 | million | ||||||||||||
Vested (1) (2) | (2,075,329) | 58.51 | $ | 121 | million | ||||||||||||
Forfeited | (389,561) | 66.91 | |||||||||||||||
| Balance at December 31, 2024 | 4,536,574 | 67.76 | |||||||||||||||
Units granted: | |||||||||||||||||
Performance share units (1) | 1,438,015 | 67.95 | |||||||||||||||
Deferred stock units | 1,443,758 | 63.19 | |||||||||||||||
Total units granted (1) | 2,881,773 | 65.56 | $ | 189 | million | ||||||||||||
Vested (1) (2) | (1,562,811) | 63.29 | $ | 99 | million | ||||||||||||
Forfeited | (518,412) | 69.30 | |||||||||||||||
| Balance at December 31, 2025 | 5,337,124 | 67.73 | |||||||||||||||
(1)Includes incremental PSUs issued over target.
(2)The income tax shortfall upon vesting of PSUs and DSUs was $1 million in 2025 and the excess tax benefit upon vesting of PSUs and DSUs was $7 million in 2024 and $3 million in 2023.
(3)The grant date fair value of PSUs is determined based on the Monte Carlo simulation model for the market-based total shareholder return component and the closing market price of the Company’s stock on the grant date for performance-based components. The Monte Carlo simulation model incorporates the probability of achieving the total shareholder return market condition. Compensation expense is recognized using the grant date fair values regardless of whether the market condition is achieved, as long as the requisite service has been provided.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 4, 2026 | Showing above |
| 2017 | Feb 9, 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.