Note 12 - Share-based Compensation |
6 Months Ended |
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Jun. 30, 2026 | |
| Notes to Financial Statements | |
| Share-Based Payment Arrangement [Text Block] |
Note 12. Share-Based Compensation
During the six months ended June 30, 2026, we granted 53,948 equity-classified restricted stock units (“RSUs”) with a weighted average grant date fair value of $40.06. We account for RSUs granted to employees at fair value, which we measure as the closing price of our common stock on the date of grant, and we recognize the compensation expense in the financial statements over the requisite service period. The RSUs granted to our employees generally vest over a period of three equal annual installments beginning on or around the anniversary of the date of grant. The RSUs granted to the nonemployee members of our Board generally vest on or around the -year anniversary of the grant date and either settle at vesting or, if the director has elected to defer the RSUs, within thirty days following the earlier of the termination of the director’s service for any reason or a change of control.
During the six months ended June 30, 2026, we granted 34,622 equivalent stock units, or cash-settled, liability-classified RSUs (“ESUs”), with a weighted average grant date fair value of $40.06. When ESUs are granted to employees, they are valued at fair value, which we measure at the closing price of our common stock on the date of grant. Since ESUs are settled in cash, we record a liability, which is remeasured each reporting period at fair value based upon the closing price of our common stock until the awards are settled. The ESUs granted to our employees generally vest and settle over a period of three equal annual installments beginning on or around the anniversary of the date of grant. The cash settled for any ESU will not exceed the maximum payout established by our Compensation, Nominating and Governance Committee of the Board.
In addition, during the six months ended June 30, 2026, we granted 25,420 performance stock unit awards (“PSUs”), which have a performance period from January 1, 2026 to December 31, 2028. The PSUs grant date fair value of $36.68 was measured using a Monte Carlo simulation. The number of PSUs ultimately issued is dependent upon our total shareholder return (“TSR”) relative to our performance peer group (“relative TSR”) over a -year performance period and is subject to an absolute TSR modifier, which may reduce or increase payouts based on whether our absolute TSR is above or below specified thresholds. Each PSU associated with the March 2026 award will settle for between and 1.25 shares of our common stock in the first quarter of 2029. The threshold performance level ( percentile relative TSR) earns 50% of the target PSUs, the mid-point performance level ( percentile relative TSR) earns 100% of the target PSUs and the maximum performance level ( percentile relative TSR) earns 125% of the target PSUs.
Under the Merger Agreement, at the Effective Time, each outstanding RSU (other than director RSUs), ESU and PSU, will be assumed by Weatherford and converted into an award covering Weatherford ordinary shares based on the Share Consideration exchange ratio, generally subject to the same vesting and forfeiture terms, except that the maximum payout cap applicable to ESUs will cease to apply, the settlement method for ESUs will change from cash to Share Consideration, and the performance goals applicable to PSUs will be deemed satisfied at the greater of target or actual achievement as of the date of the Merger Agreement. RSUs held by non-employee directors will vest and settle immediately prior to the Effective Time.
Total share-based compensation expense for all awards was $1.3 million and $1.4 million for the three months ended June 30, 2026 and 2025, respectively, and $2.6 million and $2.8 million for the six months ended June 30, 2026 and 2025, respectively.
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