v3.25.4

Common Stock and Stock Compensation | 12 Months Ended
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Dec. 31, 2025
Equity [Abstract] |
Common Stock and Stock Compensation | 13. Common Stock and Stock Compensation NOV has authorized 1 billion shares of $0.01 par value common stock. The Company also has authorized 10 million shares of $0.01 par value preferred stock, none of which is issued or outstanding. Cash dividends aggregated $190 million and $108 million for the years ended December 31, 2025 and 2024, respectively. The declaration and payment of future dividends is at the discretion of the Company’s Board of Directors and will be dependent upon the Company’s results of operations, financial condition, capital requirements and other factors deemed relevant by the Company’s Board of Directors. Total compensation cost that has been charged against income for all share-based compensation arrangements was $67 million, $70 million and $66 million for 2025, 2024 and 2023, respectively. The total income tax benefit (expense) recognized before consideration of valuation allowance in the Consolidated Statements of Income for all share-based compensation arrangements was $(1) million, $2 million and $7 million for 2025, 2024 and 2023, respectively. The Company’s stock-based compensation plan, known as the NOV Inc. Long-Term Incentive Plan (the “NOV Plan”), was approved by shareholders on May 11, 2018 and amended and restated on May 24, 2022 and May 20, 2025. The NOV Plan provides for the granting of stock options, restricted stock, restricted stock units, performance awards, phantom shares, stock appreciation rights, stock payments and substitute awards. The number of shares authorized under the NOV Plan is 70.9 million. The NOV Plan is also subject to a fungible ratio concept, such that the issuance of stock options and stock appreciation rights reduces the number of available shares under the NOV Plan on a 1-for-1 basis, and the issuance of other awards reduces the number of available shares under the NOV Plan on a 1.5-for-1 basis. At December 31, 2025, approximately 17.2 million shares remained available for future grants under the NOV Plan. The Company also has outstanding awards under its other stock-based compensation plan known as the National Oilwell Varco, Inc. Long-Term Incentive Plan (the “Plan”), however the Company is no longer granting new awards under the Plan. The Plan provides for the granting of stock options, performance-based share awards, restricted stock, phantom shares, stock payments and stock appreciation rights (“SARs”). The number of shares authorized under the Plan is 69.4 million. The Plan is subject to a fungible ratio concept, such that the issuance of stock options and SARs reduces the number of available shares under the Plan on a 1-for-1 basis, and the issuance of other awards reduces the number of available shares under the Plan on a 3-for-1 basis. Stock Options Options granted under our stock-based compensation plans generally vest over a three-year period starting one year from the date of grant and expire ten years from the date of grant. The purchase price of options granted may not be less than the closing market price of NOV common stock on the date of grant. Stock option information summarized below includes amounts for the NOV Plan and the Plan and stock plans of acquired companies. Options outstanding at December 31, 2025 under the stock option plans have exercise prices between $15.00 and $38.86 per share, and expire at various dates from February 25, 2026 to February 20, 2035. The following summarizes options activity:
|  | Year Ended December 31, |
|  | 2025 |  |  | 2024 |  |  | 2023 |
|  | Number |  |  | Average |  |  | Number |  |  | Average |  |  | Number |  |  | Average |
|  | of |  |  | Exercise |  |  | of |  |  | Exercise |  |  | of |  |  | Exercise |
|  | Shares |  |  | Price |  |  | Shares |  |  | Price |  |  | Shares |  |  | Price |
Shares under option at beginning of year |  |  | 18,135,497 |  |  | $ | 32.31 |  |  |  | 19,975,103 |  |  | $ | 36.25 |  |  |  | 21,080,388 |  |  | $ | 38.68 |
Granted |  |  | 526,425 |  |  |  | 15.28 |  |  |  | 1,110,478 |  |  |  | 17.52 |  |  |  | 1,014,002 |  |  |  | 21.76 |
Forfeited |  |  | (3,729,855 | ) |  |  | 52.06 |  |  |  | (2,743,698 | ) |  |  | 56.16 |  |  |  | (1,908,768 | ) |  |  | 57.61 |
Exercised |  |  | (13,182 | ) |  |  | 15.00 |  |  |  | (206,386 | ) |  |  | 16.87 |  |  |  | (210,519 | ) |  |  | 16.68 |
Shares under option at end of year |  |  | 14,918,885 |  |  | $ | 26.79 |  |  |  | 18,135,497 |  |  | $ | 32.31 |  |  |  | 19,975,103 |  |  | $ | 36.25 |
Exercisable at end of year |  |  | 13,371,832 |  |  | $ | 27.84 |  |  |  | 15,911,560 |  |  | $ | 34.23 |  |  |  | 17,437,459 |  |  | $ | 38.85 |
The following summarizes information about stock options outstanding at December 31, 2025:
|  | Weighted-Avg |  |  | Options Outstanding |  |  | Options Exercisable |
|  | Remaining |  |  |  |  |  | Weighted-Avg |  |  |  |  |  | Weighted-Avg |
Range of Exercise Price |  | Contractual Life |  |  | Shares |  |  | Exercise Price |  |  | Shares |  |  | Exercise Price |
$15.00 - $25.00 |  |  | 6.19 |  |  |  | 6,554,523 |  |  | $ | 17.84 |  |  |  | 5,007,470 |  |  | $ | 17.91 |
$25.01 - $35.00 |  |  | 0.88 |  |  |  | 4,898,912 |  |  |  | 31.18 |  |  |  | 4,898,912 |  |  |  | 31.18 |
$35.01 - $38.86 |  |  | 1.50 |  |  |  | 3,465,450 |  |  |  | 37.48 |  |  |  | 3,465,450 |  |  |  | 37.48 |
Total |  |  | 3.36 |  |  |  | 14,918,885 |  |  | $ | 26.79 |  |  |  | 13,371,832 |  |  | $ | 27.84 |
As of December 31, 2025, the weighted-average remaining contractual term for outstanding and exercisable stock options was 3.36 years and 2.79 years, respectively. The aggregate intrinsic value of outstanding options as of December 31, 2025, was zero. The weighted-average fair value of options granted during 2025, 2024 and 2023, was approximately $6.67, $7.90, and $9.75 per share, respectively, as determined using the Black-Scholes option-pricing model. The total intrinsic value of options exercised was zero during 2025 and $1 million during 2024. The determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise activity. The use of the Black Scholes model requires the use of actual employee exercise activity data and the use of a number of complex assumptions including expected volatility, risk-free interest rate, expected dividends and expected term.
|  | Year Ended December 31, |
Valuation Assumptions: |  | 2025 |  |  | 2024 |  |  | 2023 |
Expected volatility |  |  | 47.1 | % |  |  | 46.8 | % |  |  | 45.7 | %
Risk-free interest rate |  |  | 4.4 | % |  |  | 4.0 | % |  |  | 4.1 | %
Expected dividend yield |  |  | 2.0 | % |  |  | 1.1 | % |  |  | 0.9 | %
Expected term (in years) |  |  | 6.6 |  |  |  | 6.0 |  |  |  | 5.8 |
The Company used the actual volatility for traded options for the past 10 years prior to option date as the expected volatility assumption required in the Black Scholes model. The risk-free interest rate assumption is based upon observed interest rates appropriate for the term of our employee stock options. The dividend yield assumption is based on the history and expectation of dividend payouts. The estimated expected term is based on actual employee exercise activity for the past ten years. Forfeitures are accounted for as they occur. At December 31, 2025, total unrecognized compensation cost related to nonvested stock options was $6 million. This cost is expected to be recognized over a weighted-average period of three years. The total fair value of stock options vested in 2025, 2024 and 2023 was approximately $9 million for each year. Cash received from option exercises for 2025 was zero, and $3 million and $4 million in 2024 and 2023, respectively. The actual tax benefit (expense) realized for the tax deductions from share-based compensation was zero in 2025, 2024, and 2023. Stock Appreciation Rights On December 20, 2017, the Company made a tender offer to exchange SARs issued to certain employees on February 24, 2016 (“2016 SARs”) for cash, amended SARs, and new stock options. The transaction was structured to provide the employees an equal long-term incentive compensation value, while alleviating volatility in the Company’s earnings caused by required mark-to-market accounting on outstanding SARS. Of the outstanding 2016 SARs, 94.75% were exchanged resulting in a total cash payment of $14 million and granting of 3,613,707 new stock options on the exchange date with an exercise price of $34.32 and a fair value of $8.47, with vesting matched to the exchanged 2016 SARs. The following summary presents information regarding outstanding SARs:
|  | Year Ended December 31, |
|  | 2025 |  |  | 2024 |
|  | Number |  |  | Average |  |  | Number |  |  | Average |
|  | of |  |  | Exercise |  |  | of |  |  | Exercise |
|  | Shares |  |  | Price |  |  | Shares |  |  | Price |
Shares under SARs at beginning of year |  |  | 1,021,557 |  |  | $ | 28.36 |  |  |  | 1,056,805 |  |  | $ | 28.37 |
Granted |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Forfeited |  |  | (17,950 | ) |  |  | 28.24 |  |  |  | (35,248 | ) |  |  | 28.64 |
Exercised |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Shares under SARs at end of year |  |  | 1,003,607 |  |  | $ | 28.36 |  |  |  | 1,021,557 |  |  | $ | 28.36 |
Exercisable at end of year |  |  | 1,003,607 |  |  | $ | 28.36 |  |  |  | 1,021,557 |  |  | $ | 28.36 |
The Company recognized no expense related to SARs in 2025, 2024, or 2023. There was no liability for cash-settled SARs at December 31, 2025. Restricted Shares The Company issues restricted stock units (“RSUs”) and performance share awards (“PSAs”) to officers and key employees in addition to stock options. On February 19, 2025, under the NOV Plan, the Company granted 526,425 stock options with a fair value of $6.67 per option and an exercise price of $15.28 per share; 3,214,507 RSUs with a fair value of $15.28 per share; and PSAs to senior management employees with potential payouts varying from zero to 1,217,278 shares. On March 6, 2025, the Company granted 750 RSUs with a grant price of $14.35. On March 20, the Company granted 82,781 RSUs with a grant price of $15.10 per share; and PSAs to senior management employees with potential payouts varying from zero to 152,316 shares. The stock options vest over a three-year period from the grant date. The RSUs vest in three equal annual installments commencing on the first anniversary of the grant date. The 2025 PSAs can be earned based on performance against two established goals over a three-year period: 85% with a TSR (total shareholder return) goal and 15% with an internal NVA (“NOV Value Added”, a return on capital metric) goal. TSR performance is determined by comparing the Company’s TSR with the TSR of the members of the Philadelphia Stock Exchange’s Oil Services Sector Index (OSX) for the three-year performance period. The TSR portion of the performance share awards is subject to a vesting cap equal to 100% of Target Level if the Company’s absolute TSR is negative, regardless of relative TSR results. Conversely, if the Company’s absolute TSR is greater than 15% annualized over the three-year performance period the payout amount shall not be less than 50% of Target Level, regardless of relative TSR results. The NVA goal is based on the Company’s improvement in NVA from the beginning of the performance period until the end of the performance period. NVA is calculated as an amount equal to the Company’s (a) gross cash earnings less (b) average gross operating assets times an amount equal to a required return on assets, with certain adjustments. On April 28, 2025, the Company granted 1,839 restricted stock units with a fair value of $12.24 per share. The awards were granted to employees and vest in three equal annual installments commencing on the first anniversary of grant date. On May 20, 2025 the Company granted 127,592 restricted stock units with a fair value of $12.54 per share. The awards were granted to non-employee members of the board of directors and vest on the first anniversary of the grant date. The following summary presents information regarding outstanding restricted shares:
| Year Ended December 31, |
| 2025 |  |  | 2024 |  |  | 2023 |
|  |  |  | Weighted- |  |  |  |  |  | Weighted- |  |  |  |  |  | Weighted- |
| Number |  |  | Average |  |  | Number |  |  | Average |  |  | Number |  |  | Average |
| of |  |  | Grant Date |  |  | of |  |  | Grant Date |  |  | of |  |  | Grant Date |
| Units |  |  | Fair Value |  |  | Units |  |  | Fair Value |  |  | Units |  |  | Fair Value |
Nonvested at beginning of year |  | 6,438,273 |  |  | $ | 19.76 |  |  |  | 6,615,478 |  |  | $ | 19.86 |  |  |  | 7,188,183 |  |  | $ | 18.30 |
Granted |  | 4,112,266 |  |  |  | 16.02 |  |  |  | 3,204,434 |  |  |  | 17.96 |  |  |  | 2,792,465 |  |  |  | 22.70 |
Vested |  | (2,898,037 | ) |  |  | 15.30 |  |  |  | (3,068,811 | ) |  |  | 17.46 |  |  |  | (3,045,126 | ) |  |  | 21.77 |
Forfeited |  | (328,794 | ) |  |  | 19.63 |  |  |  | (312,828 | ) |  |  | 20.29 |  |  |  | (320,044 | ) |  |  | 23.89 |
Nonvested at end of year |  | 7,323,708 |  |  | $ | 17.97 |  |  |  | 6,438,273 |  |  | $ | 19.76 |  |  |  | 6,615,478 |  |  | $ | 19.86 |
At December 31, 2025, there was approximately $68 million of unrecognized compensation cost related to nonvested RSUs and PSAs, which is expected to be recognized over a weighted-average period of two years.

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