In November 2025, the Company’s shareholders approved the 2025 Omnibus Incentive Plan (“2025 Omnibus Plan”) under which employees and directors may be granted equity compensation awards with time-based vesting conditions and performance-based vesting conditions. On July 1, 2026, the number of Ordinary shares authorized for issuance under the 2025 Omnibus Plan increased by 8.0 million pursuant to the 2025 Omnibus Plan’s annual increase provision, and the Company filed a registration statement on Form S-8 covering those shares. As of September 30, 2026, 25.5 million Ordinary shares were authorized for issuance under the 2025 Omnibus Plan.

The Group’s stock-based compensation expense recognized during the three months ended September 30, 2026 and 2025, is included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) as follows:


	Three Months Ended September 30,
(in USD millions)	2026		2025
Stock options	$	1	$	3
Service-based RSUs	96		42
Performance-based RSUs	9		27
Total stock-based compensation	$	106	$	72

Stock-based compensation expense related to share-settled RSUs with service conditions is based on the fair value of the Group’s Ordinary shares on the date of grant. The Group recognizes stock-based compensation expense associated with such share-settled RSU awards on a straight-line basis over the vesting period of each service-based tranche.

The following table presents a summary of activity for the RSUs with service conditions under all plans during the three months ended September 30, 2026:


(in USD millions, except share and per share amounts)	Number of units	Weighted average grant-date fair value		Aggregate intrinsic value
Outstanding as of June 30, 2026	14,989,686	$	12.25	$	685
Granted1,2	20,372,928	31.04

Forfeited	(2,720)	37.47
Exercised1	(1,153,477)	21.31
Outstanding as of September 30, 20261	34,206,417	$	23.09	$	1,398
Vested and exercisable as of September 30, 2026	8,096,942	$	9.15	$	331

1Includes 827,578 replacement RSUs issued in connection with the Mirantis acquisition in exchange for vested Mirantis equity awards (refer to Note 7. Business combination). These RSUs were fully vested on issuance; 715,855 were settled in Ordinary shares during the period and 111,723 remain outstanding and are included in vested and exercisable at September 30, 2026. The replacement RSUs do not reduce the number of Ordinary shares available for issuance under the 2025 Omnibus Plan.

2On July 1, 2026, the Company granted 9,099,328 RSUs with service conditions to each of its Co-Chief Executive Officers under the 2025 Omnibus Plan, with a grant-date fair value of $276 million, respectively. The awards vest in four equal annual installments, subject to continued service, and each vested tranche is subject to a two-year post-vesting holding period.

The Group had approximately $594 million of total unrecognized compensation expense related to unvested service condition RSUs granted, which is expected to be recognized over a weighted-average remaining vesting period of approximately 2.17 years.

Stock-based compensation expense related to share-settled RSUs with market conditions is based on the Monte Carlo valuation method, which utilizes multiple input variables to determine the probability of the Group achieving the market condition and the fair value of the award. Compensation expense is recognized on a graded basis over the vesting period regardless of whether the market condition is satisfied, provided that the requisite service is rendered.

Compensation expense for RSUs with non-market performance conditions is based on grant-date fair value and recognized over the vesting period for awards probable of vesting, with a cumulative catch-up as that probability assessment changes. No compensation expense is recognized, and any previously recognized expense is reversed, for awards for which the performance condition is not expected to be, or is not, achieved.

The following table presents a summary of activity for the RSUs with market conditions under all plans during the three months ended September 30, 2026:


(in USD millions, except share and per share amounts)	Number of units	Weighted average grant-date fair value		Aggregate intrinsic value
Outstanding as of June 30, 2026	5,726,040	$	9.25	$	262
Granted	448,547	30.28

Forfeited	(6,428)	12.47
Exercised	(167,719)	2.87
Outstanding as of September 30, 2026	6,000,440	$	12.57	$	245
Vested and exercisable as of September 30, 2026	1,466,321	$	2.52	$	60

•448,547 RSUs which are scheduled to vest after three years based on total shareholder return measured against the Russell 2000 index (and continued service over the vesting period).

The Group had approximately $47 million of total unrecognized compensation expense related to unvested market condition RSUs granted, which is expected to be recognized over a weighted-average remaining vesting period of approximately 1.84 years.


(in USD millions, except share and per share amounts and years)	Number of shares	Weighted average exercise price (per share)		Aggregate intrinsic value		Weighted average remaining contractual life (in years)
Outstanding as of June 30, 2026	5,504,194	$	66.03	$	29	6.80
Granted	—	—
Forfeited or canceled	—	—
Exercised	(453,431)	1.69
Outstanding as of September 30, 2026	5,050,763	$	71.80	$	7	6.85
Vested and exercisable as of September 30, 2026	2,621,708	$	69.53	$	7	6.77

The Group had approximately $22 million of total unrecognized compensation expense related to unvested stock options as of September 30, 2026, which is expected to be recognized over a weighted-average remaining vesting period of approximately 3.9 years, subject to the early achievement of any associated performance-based vesting hurdles.