Share Units, Performance Adjustment (in shares)

[Table of Co](#i2c056a9f8317485ea6601862f5b0559f_7)[ntents](#i2c056a9f8317485ea6601862f5b0559f_7)OtherAmeren sponsors a 401(k) plan for eligible employees. The Ameren 401(k) plan covered all eligible Ameren employees at December 31, 2021. The plan allows employees to contribute a portion of their compensation in accordance with specific guidelines. Ameren matches a percentage of the employee contributions up to certain limits. The following table presents the portion of the matching contribution to the Ameren 401(k) plan attributable to each of the Ameren Companies for the years ended December 31, 2021, 2020, and 2019:

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | 2021 |  | 2020 |  | 2019 |
| Ameren Missouri | $ | 21  |  |  | $ | 20  |  |  | $ | 19  |  |
| Ameren Illinois | 16  |  |  | 17  |  |  | 16  |  |
| Other | 1  |  |  | 1  |  |  | —  |  |
| Ameren | $ | 38  |  |  | $ | 38  |  |  | $ | 35  |  |

NOTE 11 – STOCK-BASED COMPENSATIONThe 2014 Omnibus Incentive Compensation Plan is Ameren’s long-term stock-based compensation plan for eligible employees and directors. It provides for a maximum of 8 million common shares to be available for grant to eligible employees and directors. At December 31, 2021, there were 1.8 million common shares remaining for grant. Awards may be stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance share units, cash-based awards, and other stock-based awards. Ameren used newly issued shares to fulfill its stock-based compensation obligations for 2021, 2020, and 2019, and intends to use newly issued shares to fulfill its stock-based compensation obligations for 2022.The following table summarizes Ameren’s nonvested performance share unit and restricted stock unit activity for the year ended December 31, 2021:

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  | Performance Share Units –Market Condition(a) |  | Performance Share Units – Performance Condition(b) |  | Restricted Stock Units |
|  | ShareUnits |  | Weighted-average Fair Value per Share Unit |  | Shares |  | Weighted-average Fair Value per Share Unit |  | StockUnits |  | Weighted-average Fair Value per Stock Unit |
| Nonvested at January 1, 2021(c) | 464,139  |  |  | $ | 73.34  |  |  | 31,896  |  |  | $ | 76.66  |  |  | 303,695  |  |  | $ | 68.52  |  |
| Granted | 266,081  |  |  | 87.11  |  |  | 42,672  |  |  | 78.11  |  |  | 129,723  |  |  | 78.17  |  |
| Forfeitures | (21,143) |  |  | 80.77  |  |  | (2,449) |  |  | 77.55  |  |  | (10,209) |  |  | 74.88  |  |
| Vested and undistributed(d) | (186,792) |  |  | 77.91  |  |  | (15,134) |  |  | 77.27  |  |  | (87,427) |  |  | 73.13  |  |
| Vested and distributed | (93,499) |  |  | 62.88  |  |  | —  |  |  | —  |  |  | (87,597) |  |  | 56.38  |  |
| Performance share adjustment | —  |  |  | —  |  |  | (13,881) |  |  | 77.54  |  |  | —  |  |  | —  |  |
| Nonvested at December 31, 2021(e) | 428,786  |  |  | $ | 81.81  |  |  | 43,104  |  |  | $ | 77.54  |  |  | 248,185  |  |  | $ | 75.97  |  |

(a)The exact number of shares issued pursuant to a share unit varies from 0% to 200% of the target award, depending on actual company performance relative to the specified market conditions. Compensation cost on nonforfeited awards is recognized regardless of whether Ameren achieves the specified market conditions.(b)The exact number of shares issued pursuant to a share unit varies from 0% to 200% of the target award, depending on actual company performance relative to the performance goals. Compensation cost is recognized ratably over the requisite service period only for awards for which it is probable that the performance condition will be satisfied. The performance share adjustment represents the change in the probability that a performance condition will be satisfied.(c)Does not include 366,243 market condition performance share units, 7,607 performance shares based on Ameren’s clean energy transition, and 160,034 restricted stock units that were vested and undistributed.(d)Vested and undistributed units are awards that vest on a pro-rata basis due to attainment of retirement eligibility by certain employees, but have not yet been distributed. For vested and undistributed performance share units, the number of shares issued for retirement-eligible employees will vary depending on actual performance over the three-year performance period.(e)Does not include 357,575 market condition performance share units, 22,739 performance shares based on Ameren’s clean energy transition, and 164,000 restricted stock units that were vested and undistributed.Performance Share Units – Market ConditionA market condition performance share unit vests and entitles an employee to receive shares of Ameren common stock (plus accumulated dividends) if, at the end of the three-year performance period, certain specified market conditions have been met and if the individual remains employed by Ameren through the required vesting period. The vesting period for share units awarded extends beyond the three-year performance period to the payout date, which is approximately 38 months after the grant date. In the event of a participant’s death or retirement at age 55 or older with five years or more of service, awards vest on a pro-rata basis over the three-year performance period. The exact number of shares issued pursuant to a share unit varies from 0% to 200% of the target award, depending on actual company performance relative to the specified market conditions.The fair value of each share unit is based on Ameren’s closing common share price at December 31 of the year prior to the award year and a Monte Carlo simulation. The Monte Carlo simulation is used to estimate expected share payout based on Ameren’s TSR for a three-year performance period relative to the designated peer group beginning January 1st of the award year. The simulation can produce a 140
