HALLIBURTON CO

Note 14. Stock-based Compensation

The following table summarizes stock-based compensation costs for theyears ended December 31, 2025,2024, and

Our Stock and Incentive Plan, as amended (Stock Plan), provides for the grant of any or all of the following types of

stock-based awards:

-stock options, including incentive stock options and nonqualified stock options;

-restricted stock awards;

-restricted stock unit awards;

-stock appreciation rights; and

-stock value equivalent awards.

There are currently no stock appreciation rights, stock value equivalent awards, or incentive stock options outstanding.

Under the terms of the Stock Plan, approximately 284 million shares of common stock have been reserved for issuance to

employees and non-employee directors. At December 31, 2025, approximately 16 million shares were available for future

grants under the Stock Plan. The stock to be offered pursuant to the grant of an award under the Stock Plan may be authorized

but unissued common shares or treasury shares.

In addition to the provisions of the Stock Plan, we also have stock-based compensation provisions under the Restricted

Stock Plan for Non-Employee Directors and the Employee Stock Purchase Plan (ESPP).

Each of the active stock-based compensation arrangements is discussed below.

Stock options

There wereno stock options granted during 2025 and there are no plans to grant stock options in 2026. All stock

options under the Stock Plan were granted at the fair market value of our common stock at the grant date. Employee stock

options generally vest ratably over a period ofthree years and expireten years from the grant date. Compensation expense for

stock options is generally recognized on a straight-line basis over the entire vesting period.

The following table represents our stock options activity during 2025.

The total intrinsic value of options exercised was $103,000 in 2025,$3 million in 2024, and$20 million in 2023. As of

December 31, 2025, there wasno unrecognized compensation cost, net of estimated forfeitures, related to nonvested stock

options.

Cash received from issuance of common stock for 2025,2024, and 2023 was $98 million,$105 million, and$136

million, respectively, of which$1 million,$9 million, and$48 million, respectively, are related to proceeds from exercises of

stock options. All other cash received from issuance of common stock during 2025,2024 and 2023 relates to cash proceeds

from the issuance of shares under our employee stock purchase plan.

The fair value of options at the date of grant was estimated using the Black-Scholes option pricing model. The

expected volatility of options granted was a blended rate based upon implied volatility calculated on actively traded options on

our common stock and upon the historical volatility of our common stock. The expected term of options granted was based

upon historical observation of actual time elapsed between date of grant and exercise of options for all employees. There were

no stock options granted for theyears ended December 31, 2025,2024, and 2023.

Restricted stock

Restricted shares issued under the Stock Plan are restricted as to sale or disposition. These restrictions generally lapse

periodically over a period offive years. Restrictions may also lapse for early retirement and other conditions in accordance with

our established policies. Upon termination of employment, shares on which restrictions have not lapsed must be returned to us,

resulting in restricted stock forfeitures. The fair market value of the stock on the date of grant is amortized and charged to

income on a straight-line basis over the requisite service period for the entire award.

In 2025, we also granted performance based restricted stock units, with the actual number of shares earned to be

determined at the end of a three year performance period based on our achievement of certain predefined targets. These targets

are based upon our average return on capital employed and a modifier based upon stock performance, as compared to certain

competitors. A Monte Carlo simulation that uses a probabilistic approach was performed by an actuary to measure grant date

fair value. The fair value of these performance based restricted stock units is recognized on a straight-line basis over the three

year performance cycle.

The following table represents our restricted stock awards and restricted stock units granted, vested, and forfeited

during 2025.

.

The weighted average grant-date fair value of shares granted was$22.95 during 2025,$36.76 during 2024, and$31.73

during 2023. The total fair value of shares vested was$162 million during 2025,$263 million during 2024, and$283 million

during 2023. As of December 31, 2025, there was$358 million of unrecognized compensation cost, net of estimated forfeitures,

related to nonvested restricted stock, which is expected to be recognized over a weighted average period of three years.

Employee Stock Purchase Plan

Under the ESPP, eligible employees may have up to 10% of their earnings withheld, subject to some limitations, to be

used to purchase shares of our common stock. The ESPP contains four three-month offering periods commencing on January 1,

April 1, July 1, and October 1 of each year. The price at which common stock may be purchased under the ESPP in 2023,2024,

and 2025 is equal to 90% of the lower of the fair market value of the common stock on the commencement date or last trading

day of each offering period. Under the ESPP,104 million shares of common stock have been reserved for issuance, of which 84

million shares have been sold through the ESPP since the inception of the plan through December 31, 2025 and 20 million

shares are available for future issuance. The stock to be offered may be authorized but unissued common shares or treasury

shares.

The fair value of ESPP shares was estimated using the Black-Scholes option pricing model. The expected volatility

was a one-year historical volatility of our common stock. The assumptions and resulting fair values were as follows: