Weatherford International plcWFRD
Weatherford International plc Stock Compensation Disclosure
14 – Share-Based Compensation
Share-Based Plan
The Weatherford International plc Fourth Amended and Restated 2019 Equity Incentive Plan, (“2019 Equity Plan”) authorizes the issuance of 9.9 million shares of ordinary shares by the Board of Directors in the form of options, share appreciation rights, restricted share awards, restricted share units (“RSUs”), performance-based restricted share units (“PSUs”) and other share-based and performance-based awards to any employee, consultant, or non-employee director (“Grantees”). The provisions of each award vary based on the type of award granted. Awards made under the 2019 Equity Plan vest and settle in shares of newly issued ordinary shares or cash. As of December 31, 2025, there were 2.4 million shares available for future grants.
We granted RSUs and PSUs under the 2019 Equity Plan during 2025, 2024 and 2023. All awards generally require continued employment and vest over to three years. The Grantees do not have the rights of a shareholder under these awards until such date as the shares are issued. Dividend equivalent rights are accrued during the vesting period and paid upon distribution of the shares.
Share-Based Compensation Expense
Share-based compensation expense was $38 million, $45 million and $35 million for the year ended December 31, 2025, December 31, 2024 and December 31, 2023, respectively. As of December 31, 2025, there was $46 million of unrecognized compensation cost, which is expected to be recognized over a weighted-average period of less than two years.
RSUs
RSUs generally vest based on continued employment. The fair value of RSUs are determined based on the closing price of our shares on the date of grant. The total fair value, less forfeitures, is expensed over the vesting period. The weighted-average grant date fair value per unit (“WAGD FV”) of RSUs granted during 2025, 2024 and 2023 was $56.54, $93.98 and $54.85, respectively. The fair value of RSUs vested during 2025, 2024 and 2023 was $25 million, $28 million and $34 million, respectively. RSUs were primarily settled in shares, with cash settlements, including dividend equivalent rights, totaling less than $1 million each in 2025, 2024, and 2023.
PSUs
PSUs generally vest based on continued employment and the achievement of an established target. The actual number of PSUs earned may range from 0% to 200%. The fair value of PSUs depends on whether the established target is a performance condition defined solely by reference to our own operations (“operational performance”) or the market performance of our shares (“market condition”). The total fair value, less forfeitures, is expensed over the vesting period. The WAGD FV per unit of PSUs granted during 2025, 2024 and 2023 was $55.53, $120.13 and $70.91, respectively. The fair value of PSUs vested during 2025 was $112 million, nil for 2024 and $118 million for 2023, PSUs were primarily settled in shares, with $1 million settled in cash, including dividend equivalent rights, in 2025 and no cash settlements in 2024 or 2023.
The fair value of PSUs subject to operational performance conditions is determined based on the closing price of our shares on the date of grant. The units are adjusted periodically based on the metric’s expected performance goal multiplier.
The fair value of PSUs subject to market conditions was determined based on a Monte Carlo simulation method. Compensation cost is fully recognized if the employment condition is met, even if the market condition is not achieved, as the likelihood of achieving the market condition is incorporated into the fair value of the award. The weighted average of assumptions used in the models were as follows:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Risk-Free rate | 3.9 | % | 4.3 | % | 3.8 | % | |||||||||||
| Dividend Yield | n/a | n/a | n/a | ||||||||||||||
| Expected Volatility | 47.0 | % | 54.0 | % | 62.0 | % | |||||||||||
| Expected Life (in years) | 2.8 | 2.8 | 2.6 | ||||||||||||||
The risk-free rate is obtained as of the grant date with terms matching the performance period. The dividend yield is based on historical dividend payments and expectations of management. For the years ended December 31, 2025 and December 31, 2024, expected volatility was based on our NASDAQ trading history, and for the year ended December 31, 2023, also incorporated the volatility of our constituents. The expected life in years is based on the time to vest from the grant date through the end of the performance measurement period.
Summary of Awards Activity
A summary of activity for non-vested RSUs, and PSUs at target and their respective WAGD FV during 2025 is presented below.
| (Units in thousands, except dollars) | RSU | WAGD FV(1) | PSU(2) | WAGD FV(1) | ||||||||||
Non-Vested at December 31, 2024 | 640 | $ | 66.91 | 1,751 | $ | 39.21 | ||||||||
| Granted | 488 | 56.54 | 413 | 55.53 | ||||||||||
| Vested | (344) | 56.50 | (1,366) | 23.15 | ||||||||||
| Cancelled or Forfeited | (63) | 60.96 | (83) | 81.92 | ||||||||||
Non-Vested at December 31, 2025 | 721 | $ | 65.38 | 715 | $ | 74.37 | ||||||||
(1) The WAGD FV for granted awards has been adjusted on a net basis for RSUs and PSUs that require remeasurement to fair value at
each balance sheet date.
(2) The table presents PSUs at the target level; however; under the award terms, a maximum of 1,299 PSUs may vest, consisting of 715 PSUs at target 105 PSUs that have already been earned and 479 additional PSUs that may be earned under applicable performance multipliers. Due to above‑target performance, an additional 218 PSUs vested, resulting in 1,584 PSUs vesting during 2025 compared to 1,366 at targetHistorical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 4, 2026 | Showing above |
| 2024 | Feb 6, 2025 | |
| 2023 | Feb 7, 2024 | |
| 2022 | Feb 8, 2023 | |
| 2021 | Feb 17, 2022 | |
| 2020 | Feb 19, 2021 | |
| 2019 | Mar 16, 2020 | |
| 2018 | Feb 15, 2019 | |
| 2017 | Feb 14, 2018 | |
| 2016 | Feb 15, 2017 | |
| 2015 | Feb 16, 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.