STOCK OPTION AND STOCK UNIT PLANS

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

We maintain three primary vehicles under our long-term incentive plan (the Plan): ISOs, PSUs and RSUs. Total stock-based compensation expense recorded for the years ended December 31, 2024, 2023 and 2022 was $186 million, $154 million and $260 million, respectively. The number of common shares authorized for share-settled awards under the Plan was 181 million as at December 31, 2024, 2023 and 2022.

INCENTIVE STOCK OPTIONS

Certain key employees are granted ISOs to purchase common shares at the grant date market price. ISOs vest in equal annual installments over a four-year period and expire 10 years after the issue date.


December 31, 2024	Number	Weighted Average Exercise Price	Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value
(number of options in thousands; weighted average exercise price in Canadian dollars; intrinsic value in millions of Canadian dollars)
Options outstanding at beginning of year	28,729	50.79
Options granted	5,036	46.36
Options exercised1	(7,328)	49.27
Options cancelled or expired	(1,113)	51.78
Options outstanding at end of year	25,324	50.31	5.7	70
Options vested at end of year2	15,602	51.33	4.2	37

1The total intrinsic value of ISOs exercised during the years ended December 31, 2024, 2023 and 2022 was $18 million, $2 million and $66 million, respectively, and cash received on exercise was $1 million, nil and $3 million, respectively.

2The total fair value of ISOs vested during the years ended December 31, 2024, 2023 and 2022 was $17 million, $20 million and $21 million, respectively.

Weighted average assumptions used to determine the fair value of ISOs granted using the Black-Scholes-Merton model are as follows:


Year ended December 31,	2024		2023		2022
Fair value per option (Canadian dollars)1	4.07		6.05		5.07
Valuation assumptions
Expected option term (years)2	6		6		6
Expected volatility3	21.1	%	22.2	%	21.9	%
Expected dividend yield4	8.1	%	6.7	%	6.5	%
Risk-free interest rate5	3.8	%	3.5	%	1.8	%

1Options granted to US employees are based on the NYSE prices. The option value and assumptions shown are based on a weighted average of the US and Canadian options. The fair value per option for the years ended December 31, 2024, 2023 and 2022 were $3.53, $5.38 and $4.78, respectively, for Canadian employees and US$3.58, US$5.23 and US$4.62, respectively, for US employees.

2The expected option term is six years based on historical exercise practice and five years for retirement eligible employees.

3Expected volatility is determined with reference to historic daily share price volatility and consideration of the implied volatility observable in call option values near the grant date.

4The expected dividend yield is the current annual dividend at the grant date divided by the current stock price.

5The risk-free interest rate is based on the Government of Canada's Canadian bond yields and the US Treasury bond yields at the grant date.

Compensation expense recorded for the years ended December 31, 2024, 2023 and 2022 for ISOs was $19 million, $18 million and $15 million, respectively. As at December 31, 2024, unrecognized compensation expense related to non-vested ISOs was $12 million. The expense is expected to be fully recognized over a weighted average period of approximately two years.

PERFORMANCE STOCK UNITS

PSUs are granted to certain key employees where cash awards are paid following a three-year performance cycle. Awards are calculated by multiplying the number of units outstanding at the end of the performance period by Enbridge's weighted average share price for 20 days prior to the maturity of the grant and by a performance multiplier. The performance multiplier ranges from zero, if our performance fails to meet threshold performance levels, to a maximum of 2.0 if we perform within the highest range of the performance targets. The performance multiplier is derived through a calculation of our Total Shareholder Return percentile rank relative to a specified peer group of companies and our distributable cash flow per share, adjusted for unusual, infrequent or other non-operating factors, relative to targets established at the time of grant. Beginning with the 2023 grant, the performance multiplier also includes a greenhouse gas reduction component. To calculate the 2024 expense, a multiplier of 1.38 was used for 2024 PSU grants, 1.1 for 2023 PSU grants and 1.0 for 2022 PSU grants.


December 31, 2024	Number	Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value
(number of units in thousands; intrinsic value in millions of Canadian dollars)
Units outstanding at beginning of year	3,180
Units granted	1,444
Units cancelled	(104)
Units matured1	(1,355)
Dividend reinvestment	237
Units outstanding at end of year	3,402	1.6	244

1The total amount paid during the years ended December 31, 2024, 2023 and 2022 for PSUs was $65 million, $123 million and $90 million, respectively.

Compensation expense recorded for the years ended December 31, 2024, 2023 and 2022 for PSUs was $75 million, $59 million and $169 million, respectively. As at December 31, 2024, unrecognized compensation expense related to non-vested PSUs was $109 million. The expense is expected to be fully recognized over a weighted average period of approximately two years.

RESTRICTED STOCK UNITS

Employees may also be granted cash-settled or share-settled RSUs under the Plan.Share-settled awards granted to non-executive senior management employees vest following a three-year maturity period. Beginning in 2023, share-settled units were also granted to non-executive employees. These units vest either on each of the first, second and third anniversaries of the grant date, or following a 12-month period. Cash-settled RSUs are given to non-executive employees and are paid in equal installments on each of the first, second and third anniversaries of the grant date.

RSU holders receive cash or shares equal to Enbridge's weighted average share price for 20 days prior to the maturity of the grant multiplied by the number of units outstanding on the maturity date.


December 31, 2024	Number	Weighted Average Grant Date Fair Value2	Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value
(number of units in thousands; intrinsic value in millions of Canadian dollars)
Units outstanding at beginning of year	3,571	50.69
Units granted	1,758	48.50
Units cancelled	(112)	51.38
Units matured1	(1,910)	49.99
Dividend reinvestment	284	50.94
Units outstanding at end of year	3,591	51.10	1.0	187

1The total amount paid during the years ended December 31, 2024, 2023 and 2022 for RSUs was $40 million, $56 million and $32 million, respectively.

2Weighted average grant date fair value excludes cash-settled units.

Compensation expense recorded for the years ended December 31, 2024, 2023 and 2022 for RSUs was $92 million, $77 million and $76 million, respectively. As at December 31, 2024, unrecognized compensation expense related to non-vested RSUs was $67 million. The expense is expected to be fully recognized over a weighted average period of approximately one year.