O-I Glass, Inc. /DE/ Stock Compensation Disclosure
17. Stock Based Compensation
The Company has various nonqualified plans approved by share owners under which it has granted restricted shares and performance vested restricted share units. At December 31, 2025, there were 12,667,536 shares available for grants under these plans. Total compensation cost for all grants of shares and units under these plans was $25 million, $14 million and $43 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Restricted Shares and Restricted Share Units
Restricted share units granted to employees vest over three years beginning on the first anniversary. Granted but unvested restricted share units are forfeited upon termination, unless certain retirement criteria are met. Holders of vested restricted share units receive one share of the Company’s common stock for each unit as units vest. Restricted share units granted to directors vest after one year.
The fair value of the restricted shares and restricted share units is equal to the market price of the Company’s common stock on the date of the grant. The fair value of restricted shares and restricted share units, is amortized over the vesting periods which range from to three years.
The activity of restricted shares and restricted share units is as follows:
| | Weighted |
| |||
Number of | Average |
| ||||
Restricted | Grant-Date |
| ||||
Shares | Fair Value |
| ||||
(thousands) | (per share) |
| ||||
Nonvested at January 1, 2025 |
| 1,217 | $ | 16.33 | ||
Granted |
| 954 | 12.16 | |||
Vested |
| (663) | 15.32 | |||
Forfeited |
| (189) | 15.80 | |||
Nonvested at December 31, 2025 |
| 1,319 |
| 13.89 | ||
Awards granted during 2024 | $ | 16.83 | ||||
Awards granted during 2023 | $ | 15.15 | ||||
| 2025 | | 2024 | | 2023 |
| ||||
Total fair value of shares vested | $ | 10 | $ | 13 | $ | 11 | ||||
Performance Vested Restricted Share Units
Performance vested restricted share units vest on January 1 of the third year following the year in which they are granted. Holders of vested units may receive up to two shares of the Company’s common stock for each unit, depending upon the attainment of consolidated performance goals established by the Compensation and Talent Development Committee of the Company’s Board of Directors. If minimum goals are not met, no shares will be issued. Granted but unvested restricted share units are forfeited upon termination of employment, unless certain retirement criteria are met.
The fair value of each performance vested restricted share unit is equal to the product of the fair value of the Company’s common stock on the date of grant and the estimated number of shares into which the performance vested restricted share unit will be converted. The fair value of performance vested restricted share units is amortized ratably over the vesting period. Should the estimated number of shares into which the performance vested restricted share unit will be converted change, an adjustment will be recorded to recognize the accumulated difference in amortization between the revised and previous estimates.
Performance vested restricted share unit activity is as follows:
| Number of Performance | | Weighted Average |
| ||
Vested Restricted Shares | Grant-Date Fair Value |
| ||||
Units (thousands) | (per unit) |
| ||||
Nonvested at January 1, 2025 |
| 2,701 | $ | 17.86 | ||
Granted |
| 1,728 |
| 13.54 | ||
Vested |
| (1,357) |
| 14.56 | ||
Forfeited/Cancelled |
| (586) |
| 15.86 | ||
Nonvested at December 31, 2025 |
| 2,486 |
| 17.10 | ||
Awards granted during 2024 | $ | 17.85 | ||||
Awards granted during 2023 | $ | 16.18 | ||||
Approximately 1,357,000 shares were issued in 2025 with a fair value at issuance date of $20 million related to performance vested restricted share units.
As of December 31, 2025, there was $22 million of total unrecognized compensation cost related to all restricted shares, restricted share units and performance vested restricted share units. That cost is expected to be recognized over a weighted average period of approximately two years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 12, 2026 | Showing above |
| 2024 | Feb 12, 2025 | |
| 2023 | Feb 14, 2024 | |
| 2022 | Feb 8, 2023 | |
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.