STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2024

Stockholders' Equity Note [Abstract]

STOCKHOLDERS’ EQUITY

On December 31, 2024, there were 85.1 million shares of common stock issued and 65.7 million shares of common stock outstanding. Of the 214.9 million unissued shares of common stock at that date, 1.4 million shares of common stock were reserved for issuance for the vesting of restricted stock.

Common Stock in Treasury

The Company values treasury stock on a cost basis. As of December 31, 2024, the Company held 19.4 million shares of common stock in treasury totaling $672 million, which include 0.8 million shares held in a trust for the benefit of the Company’s deferred compensation plan totaling $25 million.

Preferred Stock

The Company’s certificate of incorporation was amended in June 1998 to authorize 50 million shares of preferred stock, $0.01 par value per share. As of December 31, 2024 and 2023, there were no shares of preferred stock outstanding.

Stock-Based Compensation

In May 2021, the stockholders approved the Terex Corporation Amended and Restated 2018 Omnibus Incentive Plan (the “2018 Plan”) which increased the number of shares of common stock (“Shares”) authorized for issuance by 2 million. The purpose of the 2018 Plan is to assist the Company in attracting and retaining selected individuals to serve as employees, directors, officers, consultants and advisors of the Company and its subsidiaries and affiliates who will contribute to the Company’s success and to achieve long-term objectives which will inure to the benefit of all stockholders of the Company through the additional incentive inherent in the ownership of the common stock. The 2018 Plan authorizes the granting of (i) options to purchase shares of common stock, (ii) stock appreciation rights, (iii) restricted stock awards, (iv) restricted stock units, (v) other stock awards, (vi) cash awards and (vii) performance awards. Under the 2018 Plan, Shares covering restricted stock awards, restricted stock units and other stock awards shall only be counted as used to the extent that they are actually issued. As of December 31, 2024, 2.1 million shares were available for grant under the 2018 Plan.

During the year ended December 31, 2024, the Company awarded 0.5 million shares of Restricted Stock to its employees with a weighted average fair value of $59.62 per share. Approximately 63% of these awards are time-based and vest ratably on each of the first three anniversary dates of the grants. Approximately 26% cliff vest at the end of a three-year period and are subject to performance targets that may or may not be met and for which the performance period has not yet been completed. Approximately 11% cliff vest and are based on performance targets containing a market condition determined over a three-year period.

Fair value of time-based awards is based on the market price of our common stock at the date of grant approval. The fair value of performance-based awards, except for awards based on a market condition, is based on the market price of our common stock at the date of grant approval, except fair values are multiplied by the probability of achievement as of the period-end date. For awards based on a market condition, fair value is based on the Monte Carlo method at grant date. The Monte Carlo method is a statistical simulation technique used to provide the grant date fair value of an award. The Company used the Monte Carlo method to determine grant date fair value of $67.70 per share for awards with a market condition granted on March 15, 2024.

The following table presents the weighted-average assumptions used in the valuations:


	Grant date	Grant date			Grant date
	March 15, 2024	March 15, 2023			March 17, 2022
Dividend yields	1.15%	1.21		%	1.31		%
Expected volatility	42.65%	46.54		%	54.25		%
Risk free interest rate	4.50%	3.81		%	2.09		%
Expected life (in years)	3	3			3
Grant date fair value per share	$67.70	$	63.33		$	44.25

The following table is a summary of Restricted Stock under all of the Company’s plans:


	Restricted Stock	Weighted Average Grant Date Fair Value
Nonvested at December 31, 2023	1,615,314	$	51.61
Granted	541,383	$	59.62
Vested	(855,285)	$	52.06
Canceled, expired or other	114,603	$	56.33
Nonvested at December 31, 2024	1,416,015	$	55.83

As of December 31, 2024, unrecognized compensation costs related to restricted stock totaled approximately $36 million, which will be expensed over a weighted average period of 1.7 years. The grant date weighted average fair value for Restricted Stock during the years ended December 31, 2024, 2023 and 2022 was $59.62, $57.53 and $40.16, respectively. The total fair value of shares vested for Restricted Stock was $45 million, $31 million and $31 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Tax benefits associated with stock-based compensation were $6 million, $6 million and $5 million for the years ended December 31, 2024, 2023 and 2022, respectively. The excess tax benefit for all stock-based compensation is included in the Consolidated Statement of Cash Flows as an operating cash activity.

Comprehensive Income (Loss)

The following table reflects the accumulated balances of other comprehensive income (loss) (in millions):


	Cumulative Translation Adjustment		Derivative Hedging Adjustment		Debt & Equity Securities Adjustment		Pension Liability Adjustment		Accumulated Other Comprehensive Income (Loss)
Balance at January 1, 2022	$	(188)	$	4	$	(1)	$	(44)	$	(229)
Current year change	(98)		(10)		(3)		(2)		(113)
Balance at December 31, 2022	(286)		(6)		(4)		(46)		(342)
Current year change	58		1		1		(5)		55
Balance at December 31, 2023	(228)		(5)		(3)		(51)		(287)
Current year change	(110)		12		—		3		(95)
Balance at December 31, 2024	$	(338)	$	7	$	(3)	$	(48)	$	(382)

As of December 31, 2024, AOCI for the cumulative translation adjustment, derivative hedging adjustment, debt and equity securities adjustment and pension liability adjustment are net of a tax benefit/(provision) of $7 million, $(2) million, $1 million and $2 million, respectively.