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Share-Based Awards Plan

12 Months Ended

Dec. 31, 2024

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

23.	SHARE-BASED AWARDS PLAN

Baidu, Inc.

2008 Share Incentive plan

In December 2008, the Company adopted a share incentive plan (the “2008 Plan”), which provides for the granting of share incentives, including incentive share options (“ISOs”), restricted shares and any other form of award pursuant to the 2008 Plan, to members of the board, employees, consultants and

non-employees

of the Company. The Company reserved 274,302,160 Class A ordinary shares for issuance under the 2008 Plan, which expired in the year 2018. The vesting schedule, time and condition to exercise options is determined by the Company’s compensation committee. The term of the options may not exceed ten years from the date of the grant, except that five years is the maximum term of an ISO granted to an employee who holds more than 10% of the voting power of the Company’s share capital.

2018 Share Incentive Plan

In July 2018, the Company adopted a share incentive plan (the “2018 Plan”), which provides for the granting of share incentives, including ISOs, restricted shares and any other form of award pursuant to the 2018 Plan, to members of the board, employees, consultants, and

non-employees

of the Company. The 2018 Plan has a

ten-year

term and a maximum number of 275,516,000 Class A ordinary shares available for issuance pursuant to all awards under the 2018 Plan.

2023 Share Incentive Plan

In August 2023, the Company adopted a share incentive plan (the “2023 Plan”), which provides for the granting of ISOs, restricted shares, restricted share units; and any other form of awards granted to a participant pursuant to the 2023 plan to members of the board, employees, and consultants of the Company. The 2023 Plan has a maximum number of 281,230,346 Class A ordinary shares available for issuance pursuant to all awards under the 2023 Plan.

Under the 2008 Plan, the 2018 Plan and the 2023 Plan, the exercise price of an option may be amended or adjusted at the discretion of the compensation committee, the determination of which would be final, binding and conclusive. To the extent not prohibited by applicable laws or exchange rules, a downward adjustment of the exercise prices would be effective without the approval of the Company’s shareholders or the approval of the affected grantees. If the Company grants an ISO to an employee who, at the time of that grant, owns shares representing more than 10% of the voting power of all classes of the Company’s share capital, the exercise price cannot be less than 110% of the fair market value of the Company’s ordinary shares on the date of that grant.

Incentive share options

The following table summarizes the option activity for the year ended December 31, 2024:


	Number of share options			Weighted average exercise price (US$)		Weighted average remaining contractual life (Years)		Aggregate intrinsic value (US$ in millions)
Incentive share options
Outstanding, December 31, 2023		17,783,120			19		4.4		17

Granted		—			—
Exercised		(473,608	)		12
Forfeited/Cancelled		(945,728	)		21

Outstanding, December 31, 2024		16,363,784			19		3.4		—

Vested and expected to vest at December 31, 2024		16,242,440			19		3.3		—

Exercisable at December 31, 2024		15,650,408			19		3.2		—

Total intrinsic value of options exercised for the years ended December 31, 2022, 2023 and 2024 was RMB124 million, RMB64 million and nil, respectively. The total fair value of options vested during the years ended December 31, 2022, 2023 and 2024 was RMB193 million, RMB85 million and RMB36 million (US$5 million), respectively.

Share options are usually subject to vesting schedules ranging from

two

to four years. As of December 31, 2024, RMB7 million (US$1 million) of unrecognized share-based compensation cost related to share options is expected to be recognized over a weighted-average vesting period of 1.0 years. To the extent the actual forfeiture rate is different from the original estimate, actual share-based compensation costs related to these awards may be different from expectation.

The fair value of each option award was estimated on the date of grant using the Black-Scholes-Merton valuation model. The volatility assumption was estimated based on historical volatility of the Company’s share price applying the guidance provided by ASC 718. Assumptions of the expected term were based on the vesting and contractual terms and employee demographics. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

The following table presents the assumptions used to estimate the fair values of the share options granted in the years presented:


	For the years ended December 31,
	2022
Risk-free interest rate		1.92~2.96%
Dividend yield		—
Expected volatility range		40.66%~47.03%
Expected life (in years)		5.26~5.49

Note: The company didn’t grant share options in 2023 and 2024.

In addition, the Company recognizes share-based compensation expense net of estimated forfeiture for shares expected to vest over the service period of the award. Estimated forfeiture rates are primarily based on historical experience of employee turnover.

The exercise price of options granted during the year ended December 31, 2022 equaled the market price of the ordinary shares on the grant date. The weighted-average grant-date fair value of options granted during the year ended December 31, 2022 was US$8.

Restricted Shares

Restricted Shares activity for the year ended December 31, 2024 was as follow:


	Number of shares			Weighted average grant date fair value (US$)
Restricted Shares
Unvested, December 31, 2023		96,162,088			17

Granted		38,388,408			11
Vested		(34,843,528	)		17
Forfeited/Cancelled		(17,385,064	)		16

Unvested, December 31, 2024		82,321,904			15

The total fair value of the restricted shares vested during the years ended December 31, 2022, 2023 and 2024 was RMB6.2 billion, RMB6.1 billion and RMB4.4 billion (US$603 million), respectively. The weighted-average grant-date fair value of the Restricted Shares granted during the years ended December 31, 2022, 2023 and 2024 was US$15, US$17 and US$11, respectively.

As of December 31, 2024, there was RMB3.7 billion (US$508 million) of unrecognized share-based compensation cost related to restricted shares, which is expected to be recognized over a weighted-average vesting period of 2.6 years. To the extent the actual forfeiture rate is different from the original estimate, the actual share-based compensation costs related to these awards may be different from expectation. To the extent the Company revises this estimate in the future, share-based compensation expense could be materially impacted in the year of revision, as well as in the following years.

Subsidiaries-iQIYI

2010 Equity Incentive Plan

In October 2010, iQIYI adopted its 2010 Equity Incentive Plan (the “iQIYI 2010 Plan”), which permits the grant of restricted shares, options and share appreciation rights to the employees, directors, officers and consultants to purchase iQIYI’s ordinary shares. The 2010 Plan is valid and effective for an original term of ten years, and further extended to twenty years on September 15, 2020 commencing from its adoption. Under the 2010 plan, a total of 58,875,478 iQIYI’s ordinary shares were initially reserved for issuance and subsequently increased to 589,729,714 iQIYI’s ordinary shares. Except for service conditions, there were no other vesting conditions for all the awards under the 2010 Plan. All options granted vest over a four-year period.

2021 Equity Incentive Plan

On December 2, 2021, iQIYI adopted its 2021 Equity Incentive Plan (the “iQIYI 2021 Plan”), which permits the grant of restricted shares units and options to the directors, employees, consultants and other individuals of iQIYI. Under the 2021 Plan, the maximum aggregate number of ordinary shares which may be issued pursuant to all awards shall initially be 364,000,000 iQIYI’s ordinary shares, provided that if restricted share units or options with US$0 exercise price are granted, each restricted share unit and option with US$0 exercise price (that entitles the holder to one ordinary share) granted shall reduce the number of ordinary shares under the 2021 Plan available for future grants by 1.3 ordinary shares. The 2021 Plan is valid and effective for a term of ten years commencing from its adoption. Except for service conditions, there were no other vesting conditions for all the awards under the 2021 Plan. Any unvested portion of the restricted shares units and options will be forfeited upon the termination of the grantee’s service for any reason. In the event the grantee’s service is terminated for cause other than death or permanent disability, the vested portion of the options will be expired upon 90 days following such termination. iQIYI has granted options under the 2021 Plan to its employees and directors. All options vest over a four-year period.

2024 Equity Incentive Plan

On May 8, 2024, iQIYI adopted its 2024 Equity Incentive Plan (the “2024 Plan”), which permits the grant of restricted shares units and options to the directors, employees, consultants and other individuals of the iQIYI. Under the 2024 Plan, the maximum aggregate number of ordinary shares which may be issued pursuant to all awards shall initially be 350,000,000 iQIYI’s ordinary share. The 2024 Plan is valid and effective for a term of ten years commencing from its adoption. Except for service conditions, there were no other vesting conditions for all the awards under the 2024 Plan. Any unvested portion of the restricted shares units and options will be forfeited upon the termination of the grantee’s service for any reason. In the event the grantee’s service is terminated for cause other than death or permanent disability, the vested portion of the options will be expired upon 90 days following such termination. As of December 31, 2024, the Company has not granted any restricted share units or options under the 2024 Plan.

The following table sets forth the summary of employee option activity for the year ended December 31, 2024:


	Number of share options			Weighted average exercise price (US$)		Weighted average remaining contractual life (Years)		Aggregate Intrinsic value (US$ in millions)
Outstanding, December 31, 2023		532,286,814			0.31		6.3		205

Granted		80,139,500			0.01
Forfeited/Expired		(10,216,305	)		0.12
Exercised		(23,754,087	)		0.23

Outstanding, December 31, 2024		578,455,922			0.28		6.5		73

Vested and expected to vest at December 31, 2024		563,629,595			0.28		6.4		69

Exercisable at December 31, 2024		368,205,208			0.40		5.4		19

As of December 31, 2024, there was RMB776 million (US$104 million) of unrecognized share-based compensation cost related to share options granted by iQIYI which is expected to be recognized over a weighted-average period of 2.3 years.

The following table summarizes the share-based compensation cost recognized by iQIYI:


	For the years ended December 31,
	2022		2023		2024		2024
	RMB		RMB		RMB		US$
	(In millions)
Cost of revenues		148		133		121		17
Selling, general and administrative		424		315		274		37
Research and development		239		189		150		21

		811		637		545		75

Other Subsidiaries

In 2024, several subsidiaries of the Company have granted restricted shares and share options tied to the valuation of the subsidiaries to the employees of the Company, which will be settled by the subsidiaries upon vesting or exercise of these awards. These awards are generally subject to a four-year vesting schedule as determined by the administrator of the plan. During the year ended December 31, 2024, the expenses recognized in respect of the share-based awards relating to these subsidiaries are insignificant.

The following table summarizes the total share-based compensation cost recognized by the Group:


	For the years ended December 31,
	2022		2023		2024		202
	RMB		RMB		RMB		US$
	(In millions)
Cost of revenues		409		590		461		63
Selling, general and administrative		1,750		1,678		1,427		195
Research and development		4,629		4,077		2,896		397

		6,788		6,345		4,784		655