SLB LIMITED/NV Stock Compensation Disclosure
12. Stock-based Compensation Plans
SLB has three types of stock-based compensation programs: (i) a restricted stock unit and performance share unit program (collectively referred to as “restricted stock”), (ii) a discounted stock purchase plan (“DSPP”), and (iii) stock options.
Restricted Stock
SLB grants performance share units to certain key employees. The number of shares earned is determined at the end of each performance period based on SLB’s achievement of certain predefined targets as described in the underlying performance share unit agreement. In the event SLB exceeds the predefined target, shares for up to a maximum of 250% of the target award may be awarded. In the event SLB falls below the predefined target, a reduced number of shares may be awarded. If SLB falls below the threshold award performance level, no shares will be awarded. As of December 31, 2025, 2.4 million performance share units were outstanding assuming the achievement of 100% of target.
Restricted stock awards do not pay dividends or have voting rights prior to vesting and generally vest at the end of three years or ratably in equal tranches over a three-year period. The fair value of a restricted stock award is generally the quoted market price of SLB’s stock on the date of grant less the present value of the expected dividends not received prior to vesting.
The following table summarizes information related to restricted stock activity:
|
(Shares stated in millions) |
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2025 |
|
|
2024 |
|
|
2023 |
|
|||||||||||||||
|
|
|
|
Weighted- |
|
|
|
|
|
Weighted- |
|
|
|
|
|
Weighted- |
|
||||||
|
|
|
|
Average |
|
|
|
|
|
Average |
|
|
|
|
|
Average |
|
||||||
|
Restricted |
|
|
Grant Date |
|
|
Restricted |
|
|
Grant Date |
|
|
Restricted |
|
|
Grant Date |
|
||||||
|
Stock |
|
|
Fair Value |
|
|
Stock |
|
|
Fair Value |
|
|
Stock |
|
|
Fair Value |
|
||||||
Unvested at beginning of year |
|
13 |
|
|
$ |
46.12 |
|
|
|
14 |
|
|
$ |
39.88 |
|
|
|
18 |
|
|
$ |
30.24 |
|
Granted |
|
7 |
|
|
$ |
36.13 |
|
|
|
6 |
|
|
$ |
45.44 |
|
|
|
5 |
|
|
$ |
56.24 |
|
Assumed in ChampionX transaction |
|
1 |
|
|
$ |
25.81 |
|
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
$ |
- |
|
Adjustments for performance achieved |
|
- |
|
|
$ |
- |
|
|
|
1 |
|
|
$ |
22.85 |
|
|
|
2 |
|
|
$ |
32.47 |
|
Vested |
|
(6 |
) |
|
$ |
42.42 |
|
|
|
(8 |
) |
|
$ |
32.50 |
|
|
|
(10 |
) |
|
$ |
29.82 |
|
Forfeited |
|
(1 |
) |
|
$ |
39.60 |
|
|
|
- |
|
|
$ |
- |
|
|
|
(1 |
) |
|
$ |
27.71 |
|
Unvested at year-end |
|
14 |
|
|
$ |
41.47 |
|
|
|
13 |
|
|
$ |
46.12 |
|
|
|
14 |
|
|
$ |
39.88 |
|
Discounted Stock Purchase Plan
Under the terms of the DSPP, employees can choose to have a portion of their earnings withheld, subject to certain restrictions, to purchase SLB common stock. The purchase price of the stock is 85% of the lower of the stock price at the beginning or end of the plan period at six-month intervals.
The fair value of the employees’ purchase rights under the DSPP was estimated using the Black-Scholes model with the following assumptions and resulting weighted-average fair value per share:
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Dividend yield |
|
3.1 |
% |
|
|
2.1 |
% |
|
|
1.7 |
% |
Expected volatility |
|
33 |
% |
|
|
31 |
% |
|
|
50 |
% |
Risk-free interest rate |
|
4.27 |
% |
|
|
5.31 |
% |
|
|
5.13 |
% |
Weighted-average fair value per share |
$ |
8.96 |
|
|
$ |
12.02 |
|
|
$ |
14.93 |
|
Stock Options
Key employees may be granted stock options under SLB stock option plans. The exercise price equals the average of the high and low sales prices of SLB stock on the date of grant. The maximum term is 10 years, and the options generally vest in increments over five years.
The following table summarizes stock option activity:
|
(Shares stated in millions) |
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2025 |
|
|
2024 |
|
|
2023 |
|
|||||||||||||||
|
|
|
|
Weighted- |
|
|
|
|
|
Weighted- |
|
|
|
|
|
Weighted- |
|
||||||
|
|
|
|
Average |
|
|
|
|
|
Average |
|
|
|
|
|
Average |
|
||||||
|
|
|
|
Exercise |
|
|
|
|
|
Exercise |
|
|
|
|
|
Exercise |
|
||||||
|
Shares |
|
|
Price |
|
|
Shares |
|
|
Price |
|
|
Shares |
|
|
Price |
|
||||||
Outstanding at beginning of year |
|
22 |
|
|
$ |
69.20 |
|
|
|
28 |
|
|
$ |
72.33 |
|
|
|
35 |
|
|
$ |
70.31 |
|
Exercised |
|
(1 |
) |
|
$ |
38.95 |
|
|
|
(1 |
) |
|
$ |
39.91 |
|
|
|
(2 |
) |
|
$ |
40.02 |
|
Forfeited / expired |
|
(5 |
) |
|
$ |
84.21 |
|
|
|
(5 |
) |
|
$ |
91.55 |
|
|
|
(5 |
) |
|
$ |
73.18 |
|
Assumed in ChampionX acquisition |
|
1 |
|
|
$ |
9.11 |
|
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
$ |
- |
|
Outstanding at year-end |
|
17 |
|
|
$ |
62.06 |
|
|
|
22 |
|
|
$ |
69.20 |
|
|
|
28 |
|
|
$ |
72.33 |
|
The following table summarizes information related to options outstanding as of December 31, 2025, all of which are exercisable:
|
(Shares stated in millions) |
|
|||||||||
|
|
|
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|
|
|
|
Weighted- |
|
|
|
|
|||
|
|
|
|
Average |
|
|
Weighted- |
|
|||
|
Options |
|
|
Remaining Life |
|
|
Average |
|
|||
Exercise prices range |
Outstanding |
|
|
(in years) |
|
|
Exercise Price |
|
|||
$7.62 - $10.26 |
|
1 |
|
|
|
1.6 |
|
|
$ |
9.11 |
|
$38.75 - $47.55 |
|
6 |
|
|
|
3.6 |
|
|
$ |
39.81 |
|
$61.92 - $79.85 |
|
3 |
|
|
|
1.0 |
|
|
$ |
70.23 |
|
$80.52 - $87.38 |
|
7 |
|
|
|
0.7 |
|
|
$ |
83.92 |
|
|
|
17 |
|
|
|
1.9 |
|
|
$ |
62.06 |
|
Stock options outstanding as of December 31, 2025 had an intrinsic value of $22 million.
Total Stock-based Compensation Expense
The following summarizes stock-based compensation expense recognized in income:
(Stated in millions) |
|
||||||||||
|
|
|
|
|
|
|
|
|
|||
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Restricted stock |
$ |
268 |
|
|
$ |
250 |
|
|
$ |
225 |
|
DSPP |
|
64 |
|
|
|
59 |
|
|
|
56 |
|
Stock options |
|
- |
|
|
|
7 |
|
|
|
12 |
|
|
$ |
332 |
|
|
$ |
316 |
|
|
$ |
293 |
|
At December 31, 2025, there was $307 million of total unrecognized compensation cost related to nonvested stock-based compensation arrangements, of which $190 million is expected to be recognized in 2026, $96 million in 2027, $18 million in 2028, and $3 million in 2029.
As of December 31, 2025, approximately 10 million shares of SLB common stock were available for future grants under SLB’s stock-based compensation programs.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Jan 23, 2026 | Showing above |
| 2024 | Jan 22, 2025 | |
| 2023 | Jan 24, 2024 | |
| 2022 | Jan 25, 2023 | |
| 2021 | Jan 26, 2022 | |
| 2020 | Jan 27, 2021 | |
| 2019 | Jan 22, 2020 | |
| 2018 | Jan 23, 2019 | |
| 2017 | Jan 24, 2018 | |
| 2016 | Jan 25, 2017 | |
| 2015 | Jan 27, 2016 | |
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.