SHARE-BASED COMPENSATION

Bausch + Lomb Corporation 2022 Omnibus Incentive Plan

Effective May 5, 2022, Bausch + Lomb established the Bausch + Lomb Corporation 2022 Omnibus Incentive Plan (the “Plan”) and a total of 28,000,000 common shares of Bausch + Lomb were originally authorized for issuance under the Plan. The Plan was amended and restated effective April 24, 2023 and further amended and restated on May 29, 2024, to increase the number of shares authorized for issuance (the “Amended and Restated Plan”), resulting in an aggregate 52,000,000 common shares of Bausch + Lomb authorized for issuance under the Amended and Restated Plan. At the Company’s upcoming annual meeting of shareholders (currently scheduled to be held on May 20, 2026), Bausch + Lomb’s shareholders are being asked to approve a further amendment and restatement of the Plan to increase the number of shares authorized for issuance thereunder by an additional 25,000,000 common shares.

The Amended and Restated Plan provides for the grant of various types of awards, including restricted stock units (“RSUs”), restricted stock, stock appreciation rights, stock options, performance-based awards and cash awards. Under the Amended and Restated Plan, the exercise price of awards, if any, is set on the grant date and may not be less than the fair market value per share on that date. Generally, stock options have a term of ten years and a three-year vesting period, subject to limited exceptions.

Share-based awards granted to senior management align with the Company’s focus on enhancing its revenue growth while maintaining focus on total shareholder return over the long term. The share-based awards granted under this long-term incentive program consist of time-based stock options, time-based RSUs and performance-based RSUs (“PSUs”). The PSUs are comprised of awards that vest upon: (i) achievement of certain share price appreciation conditions, including absolute and relative total shareholder return (“TSR”) (the “TSR PSUs”), (ii) attainment of certain performance targets that are based on the Company’s Organic Revenue Growth (the “Organic Revenue Growth PSUs”), (iii) outperformance of performance goals, based on the level of achievement of: (a) a revenue metric (measured for fiscal year 2026) and (b) relative TSR metric (if applicable) and (iv) attainment of certain performance targets (measured for fiscal year 2028) that are based on the Company’s adjusted earnings before interest, taxes, depreciation and amortization, as further defined in the award agreement (the “Adjusted EBITDA PSUs”). If the Company’s performance is below a specified performance level, no common shares will be paid. Each vested PSU represents the right of a holder to receive a number of the Company’s common shares up to a specified maximum.

Approximately 7,300,000 common shares were available for future grants as of March 31, 2026. Bausch + Lomb uses reserved and unissued common shares to satisfy its obligations under its share-based compensation plans.

The components and classification of share-based compensation expense related to stock options, PSUs and RSUs directly attributable to those employees specifically identified as Bausch + Lomb employees for the three months ended March 31, 2026 and 2025 were as follows:


	Three Months Ended March 31,
(in millions)	2026		2025
Stock options	$	3	$	3
PSUs/RSUs	31		25
Share-based compensation expense	$	34	$	28

Research and development expenses	$	3	$	2
Selling, general and administrative expenses	31		26
Share-based compensation expense	$	34	$	28

Share-based awards granted for the three months ended March 31, 2026 and 2025 consist of:


	Three Months Ended March 31,
	2026		2025
Stock options
Granted	—		1,374,000
Weighted-average exercise price	$	—	$	15.86
Weighted-average grant date fair value	$	—	$	4.66
RSUs
Granted	3,094,000		3,033,000
Weighted-average grant date fair value	$	18.53	$	15.95
TSR PSUs
Granted	404,000		388,000
Weighted-average grant date fair value	$	18.60	$	15.86
Organic Revenue Growth PSUs
Granted	884,000		753,000
Weighted-average grant date fair value	$	17.49	$	15.98
Adjusted EBITDA PSUs
Granted	404,000		—
Weighted-average grant date fair value	$	18.60	$	—

As of March 31, 2026, the remaining unrecognized compensation expenses related to all outstanding non-vested stock options, time-based RSUs and PSUs amounted to $187 million, which will be amortized over a weighted-average period of 1.84 years.