LOUISIANA-PACIFIC CORP

11. STOCKHOLDERS' EQUITY

Preferred Stock

We are authorized to issue up to 15,000,000 shares of preferred stock at $1.00 par value. At December 31, 2024, no shares of preferred stock have been issued.

Stock Award Plan

We have a stock-based compensation plan under which stock options, SSARs, restricted stock, restricted stock units, and performance stock units may be granted. At December 31, 2024, approximately four million shares were available under the current plan for these awards.

We recognize the compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting term ofthree years.

SSARs

Prior to January 1, 2018, we granted SSARs to key employees under the Company's then-current stock award plan. On exercise, we generally issue these shares from treasury. The SSARs were granted at market price at the date of grant. The SSARs became exercisable over three years and expireten years after the date of grant. All outstanding SSARs were vested as of December 31, 2024.

Restricted Stock Units and Performance Stock Units

We grant time-vested restricted stock units (RSUs) and performance stock units (PSUs) to certain key employees and time-vested restricted stock units to non-employee directors under our stock award plan. RSUs generally vest (i) ratably over athree-year vesting period for employees and (ii) in full on the first anniversary of the grant date for non-employee directors. Certain of these awards are eligible to receive dividend equivalent shares. The grant date fair value of these awards approximates market value of the shares. PSUs generally vest based upon the attainment of certain performance and market metrics over athree-year cumulative performance period. Awards based upon the achievement of the performance goals are earned ratably from 0% to 200%. If the threshold performance level for the relevant performance goal is met at the end of the performance period, the award may be adjusted based on LP'sthree-year total shareholder return (TSR) performance relative to a capital market peer group. This TSR modifier can increase or decrease the award by 20%, although the TSR modifier cannot cause the award to exceed the maximum of 200%.

Summary of Stock Awards Outstanding

The following table summarizes stock awards as of December 31, 2024, as well as activity during the last year.

1 Expected to vest based upon historical forfeiture rate.

The aggregate intrinsic value of the stock options and SSARs is the total pre-tax intrinsic value (the difference between our closing stock price on the last trading day of a fiscal year and the exercise price, multiplied by the number of in-the-money options and SSARs) that would have been received by the holders had all holders exercised their awards on the last day of such fiscal year. This amount changes based on the market value of our stock, as reported by the New York Stock Exchange. The intrinsic value of SSARs and stock options exercised in the years ended December 31, 2024, 2023, and 2022 was $13 million, $3 million, and $4 million, respectively.

The total fair value of awards vested during the years ended December 31, 2024, 2023, and 2022, was $19 million, $31 million, and $42 million, respectively.

Share Repurchases

On May 3, 2022, our Board of Directors authorized a share repurchase program (2022 Share Repurchase Program) under which we may repurchase shares of our common stock totaling up to $600 million.

On May 7, 2024, LP’s Board of Directors authorized the 2024 Share Repurchase Program under which we may repurchase shares of its common stock totaling up to $250 million.

During 2024, we paid $212 million to repurchase approximately 2 million shares of our common stock through market purchases at an average price of $87.98 per share. No purchases were made under the 2022 Share Repurchase Program during 2023. During 2022, we paid $900 million to repurchase approximately 14 million shares of our common stock through market purchases at an average price of $62.37 per share.

We had an aggregate of $238 million of repurchase authorization remaining under the 2024 Share Repurchase Program as of December 31, 2024.

Employee Stock Purchase Plan

Our employee stock purchase plan (ESPP) provides our participating employees an opportunity to obtain shares of our common stock at a discount (through payroll deductions oversix-month periods). At December 31, 2024,2 million shares of common stock were reserved for issuance under the ESPP.