v3.25.4

Stock Compensation Plans | 12 Months Ended
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Dec. 31, 2025
Share-Based Payment Arrangement [Abstract] |
Stock Compensation Plans | Stock Compensation Plans Our stock compensation plans (collectively, the “Plans”) permit the grant of stock options, stock appreciation rights (“SARs”), performance share units, restricted stock, restricted stock units and other stock-based awards to employees and directors. Our current stock compensation plan, the 2022 Performance Plan, was adopted on April 11, 2022 and expires on February 28, 2032. A total of 33.4 million shares of our common stock may be issued in respect of grants made under the 2022 Performance Plan. Any shares of common stock that are subject to awards of stock options or SARs will be counted as one share for each share granted for purposes of the aggregate share limit and any shares of common stock that are subject to any other awards will be counted as two shares for each share granted for purposes of the aggregate share limit. In addition, shares of common stock that are subject to awards issued under the 2022 Performance Plan or certain prior Plans that expire according to their terms or are forfeited, terminated, canceled or surrendered or are settled, or can be paid, only in cash, or are surrendered in payment of taxes associated with such awards (other than stock options or SARs) will be available for issuance pursuant to a new award under the 2022 Performance Plan. Shares issued under our Plans are usually issued from shares of our common stock held in treasury. Stock Options Grants of stock options and SARs (collectively referred to as “options”) under the Plans generally have a graded vesting period of four years whereby one-fourth of the awards vest on each of the first four anniversaries of the grant date, an exercise price equal to the fair market value of one share of our common stock on the date of grant (i.e., the closing market price on that date) and a contractual term of ten years. The exercise of tandem SARs cancels an equivalent number of stock options and, conversely, the exercise of stock options cancels an equivalent number of tandem SARs. Option grants are cancelled on, or 90 days following, termination of employment unless termination is due to retirement, death or disability under certain circumstances, in which case, all outstanding options vest fully and remain outstanding for a term set forth in the related grant agreement. The following table summarizes the activity related to options during 2025:
| Options |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Term (Years) |  | Aggregate Intrinsic Value (In millions)
Outstanding at January 1 | 3,837,588 |  |  | $ | 16.00 |  |  |  |  |
Options granted | — |  |  | — |  |  |  |  |
Options exercised | (87,500) |  |  | 10.12 |  |  |  |  | — |
Options expired | (312,718) |  |  | 27.16 |  |  |  |  |
Options cancelled | (801,777) |  |  | 11.98 |  |  |  |  |
Outstanding at December 31 | 2,635,593 |  |  | 15.67 |  |  | 3.3 |  | — |
Vested and expected to vest at December 31 | 2,635,593 |  |  | 15.67 |  |  | 3.3 |  | — |
Exercisable at December 31 | 2,635,593 |  |  | 15.67 |  |  | 3.3 |  | — |
Available for grant at December 31 | 23,537,236 |  |  |  |  |  |  |
In addition, the aggregate intrinsic value of options exercised in 2024 and 2023 was $0.5 million and $1 million, respectively. Significant option groups outstanding at December 31, 2025 and related weighted average exercise price and remaining contractual term information follows:
Grant Date |  | Options Outstanding |  | Options Exercisable |  | Exercise Price |  | Remaining Contractual Term (Years)
2/25/2020 |  | 1,986,167 |  |  | 1,986,167 |  |  | $ | 10.12 |  |  | 4.16
2/27/2017 |  | 330,668 |  |  | 330,668 |  |  | 35.26 |  |  | 1.16
2/22/2016 |  | 315,602 |  |  | 315,602 |  |  | 29.90 |  |  | 0.15
All Other (1) |  | 3,156 |  |  | 3,156 |  |  |  |  |
|  | 2,635,593 |  |  | 2,635,593 |  |  |  |  |
(1)Options in the “All Other” category had exercise prices ranging from $27.49 to $32.72. The weighted average exercise price for options outstanding and exercisable in that category was $29.20 for both, while the remaining weighted average contractual term was 0.4 years for both. Performance Share Units Performance share units granted under the Plans are earned over a three-year period beginning January 1 of the year of grant. Total units earned for grants made in 2025, 2024 and 2023 may vary between 0% and 200% of the units granted based on the attainment of performance targets during the related three-year period and continued service. The performance targets are established by the Board of Directors. All of the units earned will be settled through the issuance of an equivalent number of shares of our common stock and are equity classified. The following table summarizes the activity related to performance share units during 2025:
| Units |  | Weighted Average Grant Date Fair Value
Unvested at January 1 | 1,079,495 |  |  | $ | 11.51 |
Units granted | 1,011,913 |  |  | 9.30 |
Units vested | (532,991) |  |  | 10.93 |
Units forfeited | (366,646) |  |  | 10.68 |
Unvested at December 31 | 1,191,771 |  |  | 9.64 |
We measure the fair value of grants of performance share units based primarily on the closing market price of a share of our common stock on the date of the grant, modified as appropriate to take into account the features of such grants. Restricted Stock Units Restricted stock units granted under the Plans typically vest over a three-year period beginning on the date of grant. Restricted stock units will be settled through the issuance of an equivalent number of shares of our common stock and are equity classified. The following table summarizes the activity related to restricted stock units during 2025:
| Units |  | Weighted Average Grant Date Fair Value
Unvested at January 1 | 2,579,631 |  |  | $ | 11.96 |
Units granted | 2,284,462 |  |  | 9.64 |
Units vested | (1,198,894) |  |  | 10.58 |
Units forfeited | (582,779) |  |  | 10.87 |
Unvested at December 31 | 3,082,420 |  |  | 10.53 |
Units vested but not released | 1,396,332 |  |  | 9.62 |
Outstanding at December 31 | 4,478,752 |  |  | 10.24 |
We measure the fair value of grants of restricted stock units based on the closing market price of a share of our common stock on the date of the grant. Other Information Stock-based compensation expense, cash payments made to settle SARs and cash received from the exercise of stock options follows:
(In millions) | 2025 |  | 2024 |  | 2023
Stock-based compensation expense recognized | $ | 23 |  |  | $ | 23 |  |  | $ | 19 |
Tax benefit | — |  |  | (5) |  |  | (4) |
After-tax stock-based compensation expense | $ | 23 |  |  | $ | 18 |  |  | $ | 15 |
Cash payments to settle SARs | $ | — |  |  | $ | — |  |  | $ | — |
Cash received from stock option exercises | $ | 1 |  |  | $ | 3 |  |  | $ | 3 |
As of December 31, 2025, unearned compensation cost related to the unvested portion of all stock-based awards was $18 million and is expected to be recognized over the remaining vesting period of the respective grants, through the fourth quarter of 2028.

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