UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_________to_________

Commission file number 001-15254

ENBRIDGE INC.

(Exact Name of Registrant as Specified in Its Charter)

      Canada

      98-0377957

      (State or Other Jurisdiction of
Incorporation or Organization)

      (I.R.S. Employer
Identification No.)

200, 425 - 1st Street S.W.

Calgary, Alberta, Canada T2P 3L8

(Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code (403) 231-3900

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	ENB	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	☒	Accelerated Filer	☐
Non-Accelerated Filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the registrant’s common shares held by non-affiliates computed by reference to the price at which the common equity was last sold on June 30, 2025, was approximately US$98.8 billion.

As at February 6, 2026, the registrant had 2,181,830,165 common shares outstanding.

EXPLANATORY NOTE

Enbridge Inc., a corporation existing under the Canada Business Corporations Act, qualifies as a foreign private issuer in the United States (“U.S.”) for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Although, as a foreign private issuer, Enbridge Inc. is not required to do so, Enbridge Inc. currently files annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K with the Securities and Exchange Commission (“SEC”) instead of filing the reporting forms available to foreign private issuers. Enbridge Inc. prepares and files a management information circular and related material under Canadian requirements. As Enbridge Inc.’s management information circular is not filed pursuant to Regulation 14A, Enbridge Inc. may not incorporate by reference information required by Part III of its Form 10-K from its management information circular.

Enbridge Inc. filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Original Filing”) on February 13, 2026. In reliance upon and as permitted by Instruction G(3) to Form 10-K, Enbridge Inc. is filing this Amendment No. 1 on Form 10-K/A in order to include in the Original Filing the Part III information not previously included in the Original Filing.

Except as stated herein, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and, other than the information provided in Parts III and IV hereof, we have not updated the disclosures contained in the Original Filing to reflect any events which occurred at a date subsequent to the filing of the Original Filing.

In this Amendment No. 1 on Form 10-K/A, the terms “Enbridge,” “we,” “us,” “our” and “Company” mean Enbridge Inc. “Board of Directors” or “Board” means the Board of Directors of Enbridge. “Enbridge shares” or “common shares” mean common shares of Enbridge. All dollar amounts are in Canadian dollars (“C$” or “$”) unless stated otherwise. US$ means US dollars.

All references to our websites and to our Canadian management information circular, dated March 3, 2026 and filed with the SEC on March 10, 2026 as Exhibit 99.1 to our Current Report on Form 8-K (the “Circular”) contained herein do not constitute incorporation by reference of information contained on such websites and the Circular and such information should not be considered part of this document.


		Page
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	4
Item 11.	Executive Compensation	20
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	74
Item 13.	Certain Relationships and Related Transactions, and Director Independence	75
Item 14.	Principal Accounting Fees and Services	76
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	77
Item 16.	Form 10-K Summary	77
	Exhibit Index	78
	Signatures	79

        
Q
Global energy markets have faced black swan events— from geopolitical shocks to pandemics and extreme weather. How does your international experience help the Board prepare for the unexpected?
A
“Black swan events teach us that resilience is built before the crisis. In India, North America, and beyond, I’ve seen the value of diversified supply chains, robust safety systems, and flexible capital structures. At Enbridge, that means stress-testing strategies, embedding risk awareness into every decision, and positioning ourselves to pivot quickly without compromising reliability or stakeholder trust.”


M.M. (Mike) Ashar


Age 70	Director since	2025 annual meeting
Calgary, Alberta, Canada	July 29, 2021	votes for:
		98.69%
Independent	Latest date of retirement:
	May 2030

Mr. Ashar has been Principal at Bison Refining and Trading LLC since 2018. He was previously an Advisor at Reliance Industries Limited from 2016 to 2018 and an Executive Director, Managing Director and Chief Executive Officer of Cairn Energy India Ltd. from 2014 to 2016. Prior to that, Mr. Ashar served as President of Irving Oil Ltd. from 2008 to 2013. He held various senior leadership positions at Suncor Energy Inc. from 1987 to 2008. Mr. Ashar holds a Master of Business Administration, Bachelor of Arts, Master of Engineering and a Bachelor of Science from the University of Toronto. Mr. Ashar is a member of the Institute of Corporate Directors ("ICD").


Enbridge Board/Board committee memberships		Meeting attendance1


Board of Directors	8 out of 8	100%
Governance	4 out of 4	100%
Human Resources and Compensation9	2 out of 2	100%
Safety and Reliability9	2 out of 2	100%
Total	16 out of 16	100%


Enbridge shares and DSUs held2


Enbridge shares	DSUs3	Total market value of Enbridge shares & DSUs4	Minimum required5


64,000	$38,122	$7,587,665	$1,295,406

        Other board/board committee memberships6

       

N/A

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

DIRECTORS OF REGISTRANT

Director nominee profiles

Shareholders elect directors to the Board for a term of one year, expiring at the end of the next annual meeting. The profiles that follow provide information about the nominated directors, including their backgrounds, experience, current directorships, Enbridge shares and deferred share units held and the Board committees they sit on. Additional information about the skills and experience of our director nominees can be found beginning on page 17.

        
Q
As Chair of the Safety and Reliability Committee, what’s the most important question you ask management after an incident?
 
A
“The most important question I ask is “What is it about our system that allowed this to happen?” That means looking beyond the immediate fix or one-off changes.  It means examining broader system level improvements—whether in processes, technology, or culture—so lessons translate into lasting resilience.”


Gaurdie E. Banister


Age 68	Director since	2025 annual meeting
Houston, Texas, USA	November 4, 2021	votes for:
		98.86%
Independent	Latest date of retirement:
	May 2033

Mr. Banister is the founder and CEO of Different Points of View, a private firm that provides advisory services in the areas of leadership and safety. He served as President & CEO of Aera Energy LLC, an oil and gas exploration and production company jointly owned by Shell Oil Company and ExxonMobil from 2007 until his retirement in 2015. Prior to that, Mr. Banister held various senior leadership positions at Shell from 1980 to 2007. Mr. Banister holds a Bachelor of Science in Metallurgical Engineering from the South Dakota School of Mines and Technology. In February 2023, Mr. Banister was recognized as one of the Top 25 Black Board Members in the U.S. by BoardProspects.


Enbridge Board/Board committee memberships		Meeting attendance1


Board of Directors	8 out of 8	100%
Audit, Finance and Risk	4 out of 4	100%
Safety and Reliability (Chair)	4 out of 4	100%
Total	16 out of 16	100%


Enbridge shares and DSUs held2


Enbridge shares	DSUs3	Total market value of Enbridge shares & DSUs4	Minimum required5


21,323	18,856	$2,985,300	$1,295,406


Other board/board committee memberships6
Public
Dow, Inc. (public materials science company)					· Director · Member, compensation and leadership development committee · Member, corporate governance committee
Private
Russell Reynolds Associates (leadership advisory and search firm)					· Chair · Member, compensation committee
Former US-listed company directorships (last 5 years)
Tyson Foods

        
Q
With shifting political priorities and evolving stakeholder expectations in Canada and the U.S., how is the role of sustainability committees changing for cross-border companies?
A
“The role is becoming more dynamic. While policies may change, stakeholder expectations for safety, respect, and integrity remain. The Committee now needs to anticipate policy swings and stakeholder demands. That means stress-testing strategies against multiple scenarios and listening to investors, customers, communities, and other stakeholders to understand what matters most."


Susan M. Cunningham


Age 70	Director since	2025 annual meeting
Houston, Texas, USA	February 13, 2019	votes for:
		98.58%
Independent	Latest date of retirement:
	May 2031

Ms. Cunningham served as an Advisor for Darcy Partners from 2017 until 2019. From 2014 to 2017, Ms. Cunningham was Executive Vice President, EHSR (Environment, Health, Safety, Regulatory) and New Frontiers (global exploration, new ventures, geoscience and business innovation) at Noble Energy, Inc. From 2001 to 2013, she held various senior management roles with Noble Energy, including leadership accountability for Exploration, Reserves, Innovation and Offshore Operations. Prior thereto, Ms. Cunningham held positions with Texaco U.S.A., Statoil Energy, Inc. and Amoco Corporation, where she served as Country Manager in Denmark and conducted field work in East Africa, amongst other duties. Ms. Cunningham holds a Bachelor of Arts in Geology and Physical Geography from McMaster University, is a graduate of Rice University’s Executive Management Program, and is an executive coach. She was Chair of the OTC (Offshore Technology Conference) from 2010 to 2011 and received multiple awards including the WISE-Bio Houston Leadership in Technology Award in 2011 and the Top 25 Women in Energy (Oil and Gas Investor Magazine) in 2018.

Susan is currently the Chair of the Board at Chord Energy Corporation and serves on the Board of Governors for McMaster University, in Ontario, Canada. She has previously served on the boards of Oil Search and Cleveland Cliffs.


Enbridge Board/Board committee memberships		Meeting attendance1


Board of Directors	8 out of 8	100%
Sustainability (Chair)	4 out of 4	100%
Human Resources and Compensation	4 out of 4	100%
Total	16 out of 16	100%


Enbridge shares and DSUs held2


Enbridge shares	DSUs3	Total market value of Enbridge shares & DSUs4	Minimum required5


3,502	37,473	$3,044,443	$1,295,406


Other board/board committee memberships6
Public
Chord Energy Corporation (formerly known as Whiting Petroleum Corporation) (oil and gas exploration and production)					· Chair
Former US-listed company directorships (last 5 years)
Oil Search Limited

        
Q
As CEO of a cross-border company, what’s your view on how policy can help position North America as a global energy superpower?
A
“Markets build when governments set clear rules and stick to them. If Canada and the U.S. align on permitting reform, emissions policy, and incentives for innovation, we can attract investment and deliver energy security and affordability for our citizens and allies. Policy certainty is not just a regulatory issue—it’s a competitive advantage in a world where energy demand and geopolitical risks are rising.”


Gregory L. Ebel


Age 61	Director since	2025 annual meeting
Houston, Texas, USA	February 27, 2017	votes for:
		95.97%
Not Independent	Latest date of retirement:
	May 2039

Mr. Ebel became President and Chief Executive Officer of Enbridge on January 1, 2023 and is a member of the Board of Directors. Mr. Ebel was Chair of the Board from 2017 to 2022. He served as Chairman, President and CEO of Spectra Energy from 2009 until 2017. Prior to that time, Mr. Ebel served as Spectra Energy’s Group Executive and Chief Financial Officer beginning in 2007. He served as President of Union Gas Limited from 2005 until 2007, and Vice President, Investor & Shareholder Relations of Duke Energy Corporation from 2002 until 2005. Mr. Ebel joined Duke Energy in 2002 as Managing Director of Mergers and Acquisitions in connection with Duke Energy’s acquisition of Westcoast Energy Inc. Mr. Ebel holds a Bachelor of Arts (Honors) from York University and is a graduate of the Advanced Management Program at the Harvard Business School. Mr. Ebel has earned the CERT Certificate in Cybersecurity Oversight. This certificate was developed by the National Association of Corporate Directors ("NACD"), Ridge Global, and Carnegie Mellon University’s CERT division.


Enbridge Board/Board committee memberships7		Meeting attendance1


Board of Directors	8 out of 8	100%


Enbridge shares and DSUs held2


Enbridge shares	DSUs3	Total market value of Enbridge shares (excluding stock options)4	Minimum required8


756,510	62,180	$60,828,667	N/A


Other board/board committee memberships6
Public
The Mosaic Company (public producer and marketer of concentrated phosphate and potash)					· Chair of the Board · Member, audit committee · Member, corporate governance and nominating committee
Former US-listed company directorships (last 5 years)
Baker Hughes Company

        
Q
Which governance trends matter most for boards in 2026?
A
“Governance in 2026 requires boards to exercise stronger judgment at the intersection of technology, talent, and geopolitics. Technology fluency becomes a fiduciary responsibility, with boards ensuring AI and digital capabilities are deployed responsibly, securely, and in ways that create durable advantage. At the same time, boards must elevate talent and succession oversight as core enterprise risks, while continuously anticipating geopolitical, regulatory, and supply-chain dynamics that will shape long-term resilience and value creation.”


Jason B. Few


Age 59	Director since	2025 annual meeting
Westport, Connecticut,	May 4, 2022	votes for:
USA		98.79%

Independent	Latest date of retirement:
	May 2041

Mr. Few is President and Chief Executive Officer of FuelCell Energy, Inc., a global provider of advanced distributed power platforms designed to deliver highly reliable, scalable, and clean on-site energy for mission-critical applications, including data centers, industrial facilities, and utility infrastructure. FuelCell Energy’s purpose is to enable a world empowered by clean energy. For more than 35 years, Mr. Few has been a business leader, entrepreneur, and technology executive across multiple industries and has served on the boards of multiple publicly listed and privately held companies. He is also the founder and senior managing partner of BJF Partners, LLC, a privately held strategic transformation consulting firm, where he has served since 2016. Mr. Few has worked at the intersection of technology, energy, and large-scale transformation for Global Fortune 500, small- and mid-cap, and privately held companies, including NRG/Reliant, Continuum Energy, Motorola, AT&T, and Sustayn Analytics L.L.C. Mr. Few holds a Master of Business Administration from Northwestern University’s J.L. Kellogg School of Management and a Bachelor of Business Administration (Computer Systems in Business) from Ohio University School of Business.


Enbridge Board/Board committee memberships		Meeting attendance1


Board of Directors	8 out of 8	100%
Audit, Finance and Risk	4 out of 4	100%
Governance (Chair)10	2 out of 2	100%
Sustainability10	2 out of 2	100%
Total	16 out of 16	100%


Enbridge shares and DSUs held2


Enbridge shares	DSUs3	Total market value of Enbridge shares & DSUs4	Minimum required5


-	15,576	$1,157,297	$1,295,406


Other board/board committee memberships6
Public
FuelCell Energy, Inc. (molten carbonate fuel cell technology company)					· Director · Chair, executive committee
Private
Atlantic Aviation (flight support and ground handling services company)					· Director · Member, ESG committee
Former US-listed company directorships (last 5 years)
Marathon Oil Corporation

        
Q
How does your background in finance and operations strengthen board oversight?
A
“Having served as both CFO and CEO, I bring a deep understanding of financial discipline and operational efficiency. This dual perspective helps to ground strategic decisions in sound economics while supporting innovation and long-term shareholder value.”


Douglas L. Foshee


Age 66	Director since	2025 annual meeting
Houston, Texas, USA	January 1, 2025	votes for:
		99.68%
Independent	Latest date of retirement:
	May 2035

Mr. Foshee is the owner and founder of Sallyport Investments, a family office investing in private equity and venture capital. He has more than 40 years of energy industry experience, including as Chair, President and CEO of El Paso Corporation from 2003 to 2012, as Chief Financial Officer and then Chief Operations Officer of Halliburton Company from 2001 to 2003, and as Chair, President and CEO of Nuevo Energy from 1996-2001. Mr. Foshee holds a Master of Business Administration (Finance and Public Administration) from Rice University and a Bachelor of Business Administration from Texas State University.


Enbridge Board/Board committee memberships		Meeting attendance1


Board of Directors	8 out of 8	100%
Human Resources and Compensation	3 out of 3	100%
Safety and Reliability	3 out of 3	100%
Total	14 out of 14	100%


Enbridge shares and DSUs held2


Enbridge shares	DSUs3	Total market value of Enbridge shares & DSUs4	Minimum required5


8,387	3,511	$884,021	$1,295,406


Other board/board committee memberships6
Private
Combined Arms (organization delivering innovative SaaS technology that optimizes connection to resources, improving the quality of life for veterans and military families)					· Chair
Former US-listed company directorships (last 5 years)
Marathon Oil Corporation

        
Q
As a member of the Audit, Finance & Risk Committee, what's your priority when reviewing Enbridge's financial strategy?
A
“My priority is ensuring financial resilience and disciplined capital allocation. That means stress-testing assumptions, evaluating liquidity, and confirming we can fund strategic priorities without compromising balance sheet strength. My CFO experience helps the Board balance growth with risk management.”


Theresa B.Y. Jang


Age 61	Director since	2025 annual meeting
Calgary, Alberta, Canada	May 8, 2024	votes for:
		99.59%
Independent	Latest date of retirement:
	May 2040

Ms. Jang served as Executive Vice President and Chief Financial Officer for Stantec Inc., a top-tier global engineering and design firm, from 2019 until her retirement in 2024. Prior thereto, Ms. Jang spent more than 25 years in the North American energy infrastructure sector, including serving as Senior Vice President and Chief Financial Officer for Veresen Inc. from 2014 to 2017. From 2006 to 2014, Ms. Jang held various financial leadership roles with Veresen. Prior thereto, Ms. Jang held positions with TransCanada Corporation (now TC Energy Corporation). Ms. Jang holds a Bachelor of Commerce (Accounting) from the University of Calgary and is a Fellow of the Chartered Professional Accountants. Ms. Jang was named as one of Canada’s Top 100 Most Powerful Women by the Women’s Executive Network in 2022.


Enbridge Board/Board committee memberships		Meeting attendance1


Board of Directors	8 out of 8	100%
Audit, Finance and Risk	4 out of 4	100%
Sustainability	4 out of 4	100%
Total	16 out of 16	100%


Enbridge shares and DSUs held2


Enbridge shares	DSUs3	Total market value of Enbridge shares & DSUs4	Minimum required5


16,516	8,666	$1,871,023	$1,295,406


Other board/board committee memberships6
Private
STARS Air Ambulance (non-profit organization that provides emergency medical transport across Western Canada)					· Director · Chair, audit committee

        
Q
How is the Audit, Finance & Risk Committee approaching AI oversight and where do you see the committee adding the most value?
A
“Our role is to oversee AI adoption so it aligns with Enbridge’s risk framework and governance standards. In 2025, the committee completed specialized training on AI usage and governance, cybersecurity, and regulatory trends. That knowledge helps us ask sharper questions about data integrity, opportunities, and operational risk. We bring a governance lens to AI—evaluating its implications for the Company’s business, including both risks and opportunities. The committee’s education sessions in 2025 emphasized accountability and ethical standards, enabling us to embed those principles into oversight as AI becomes more central to business processes.”


Teresa S. Madden


Age 70	Director since	2025 annual meeting
Boulder, Colorado, USA	February 12, 2019	votes for:
		97.84%
Independent	Latest date of retirement:
	May 2031

Ms. Madden was the Executive Vice President and Chief Financial Officer of Xcel Energy, Inc., an electric and natural gas utility, from 2011 until her retirement in 2016. She joined Xcel in 2003 as Vice President, Finance, Customer & Field Operations and was named Vice President and Controller in 2004. Prior thereto, Ms. Madden served as Controller of Rogue Wave Software, Inc. as well as New Century Energies and Public Service Company of Colorado, predecessor companies of Xcel Energy. Ms. Madden holds a Bachelor of Science in Accounting from Colorado State University and a Master of Business Administration from Regis University. Ms. Madden has earned the CERT Certificate in Cybersecurity Oversight. This certificate was developed by NACD, Ridge Global, and Carnegie Mellon University’s CERT division. Ms. Madden also maintains a Certified Public Accountant license in the state of Colorado.


Enbridge Board/Board committee memberships		Meeting attendance1


Board of Directors	8 out of 8	100%
Audit, Finance and Risk (Chair)	4 out of 4	100%
Governance	4 out of 4	100%
Total	16 out of 16	100%


Enbridge shares and DSUs held2


Enbridge shares	DSUs3	Total market value of Enbridge shares & DSUs4	Minimum required5


5,454	34,762	$2,988,049	$1,295,406


Other board/board committee memberships6
Public
The Cooper Companies, Inc. (medical device company)					· Director · Chair, audit committee
Former US-listed company directorships (last 5 years)
Peabody Energy Corp.

        
Q
How does your entrepreneurial background add value to Enbridge's board?
A
“Building a global business from the ground up taught me how to navigate disruption, scale responsibly, and keep customers at the center of strategy. That perspective helps me contribute to discussions on growth, innovation, and stakeholder trust.”


Manjit Minhas


Age 45	Director since	2025 annual meeting
Calgary, Alberta, Canada	November 28, 2023	votes for:
		99.57%
Independent	Latest date of retirement:
	May 2056

Ms. Minhas is an entrepreneur and venture capitalist in the liquor industry as CEO and co-founder of Minhas Brewery, Distillery and Winery since 1999. Ms. Minhas has extensive business and entrepreneurial experience in strategic planning, cybersecurity oversight, brand development, marketing, sales management, shareholder and government relations, governance and holds an ESG designation and certification from Competent Boards. Ms. Minhas was appointed as a member of the Council of the Alberta Order of Excellence, effective January 1, 2025 and in 2024 she received the United Nations Global Citizen Laureate Award for her work in advancing Gender Equality.


Enbridge Board/Board committee memberships		Meeting attendance1


Board of Directors	8 out of 8	100%
Sustainability	4 out of 4	100%
Safety and Reliability	4 out of 4	100%
Total	16 out of 16	100%


Enbridge shares and DSUs held2


Enbridge shares	DSUs3	Total market value of Enbridge shares & DSUs4	Minimum required5


336	7,844	$607,774	$1,295,406


Other board/board committee memberships6
Private
ATB Financial (financial institution and Crown corporation wholly owned by the Province of Alberta)					· Director · Member, human resources committee · Member, risk and governance committee
YYC Calgary Airport Authority (not-for-profit, non-share capital corporation responsible for the operation and management of YYC Calgary International Airport)					· Director · Member, audit & finance committee · Member, people, governance & nominating committee

        
Q
What’s your focus as Chair of the Human Resources & Compensation Committee?
A
“My priority is aligning people strategy with business objectives. That means linking executive development and pay to measurable outcomes, from operational excellence to sustainability goals, while fostering a culture that attracts top talent in a competitive market.”


Stephen S. Poloz


Age 70	Director since	2025 annual meeting
Ottawa, Ontario, Canada	June 4, 2020	votes for:
		98.95%
Independent	Latest date of retirement:
	May 2031

Mr. Poloz was Governor of the Bank of Canada from 2013 until his retirement in 2020, in which capacity he served as Chair of the Board of Directors, and on the Board of Directors of the Bank for International Settlements. Prior thereto, Mr. Poloz spent 14 years with Export Development Canada in various roles, including Chief Economist, Head of Lending, and President & Chief Executive Officer. He previously spent five years at BCA Research as managing editor of The International Bank Credit Analyst and 14 years at the Bank of Canada in economic research and forecasting. He holds a Bachelor of Arts (Honors) in Economics from Queen’s University, and an MA and PhD in Economics from the University of Western Ontario. He is an Honorary Certified International Trade Professional and a graduate of Columbia University’s Senior Executive Program. He is also author of The Next Age of Uncertainty: How the World Can Adapt to a Riskier Future, published by Penguin Random House Canada. In 2024, Mr. Poloz was named an Officer of the Order of Canada.


Enbridge Board/Board committee memberships		Meeting attendance1


Board of Directors	8 out of 8	100%
Governance (Chair)11	2 out of 2	100%
Human Resources and Compensation (Chair)11	2 out of 2	100%
Safety and Reliability11	2 out of 2	100%
Sustainability11	1 out of 2	50%
Total	15 out of 16	94%


Enbridge shares and DSUs held2


Enbridge shares	DSUs3	Total market value of Enbridge shares & DSUs4	Minimum required5


1,736	32,339	$2,531,773	$1,295,406


Other board/board committee memberships6,12
Public
CGI Inc. (IT and business consulting services company)	· Director · Member, audit and risk management committee

        
Q
How does your investment background strengthen Enbridge’s board oversight?
 
A
“Managing large-scale portfolios taught me how to evaluate risk and return in complex environments. I bring that discipline to Board discussions and decision making on capital allocation, strategic investments, and resilience—helping create sustainable value.”


S. Jane Rowe


Age 66	Director since	2025 annual meeting
Toronto, Ontario, Canada	November 4, 2021	votes for:
		98.68%
Independent	Latest date of retirement:
	May 2034

Ms. Rowe served as Vice Chair, Investments, Ontario Teachers’ Pension Plan from 2020 until her retirement in 2023. From 2019 to 2020, she was Executive Managing Director, Equities, at Ontario Teachers, an independent organization responsible for administering and managing the assets of the Ontario Teachers’ Pension Plan. Prior to that, she was Senior Managing Director, Ontario Teachers’ Private Capital from 2010 to 2019. Ms. Rowe held several executive positions at Scotiabank from 1987 to 2010, including President and Chief Executive Officer of Scotia Mortgage Corporation and Roynat Capital Inc. Ms. Rowe holds a Master of Business Administration from York University, Schulich School of Business and a Bachelor of Commerce (Honors) from Memorial University. Ms. Rowe is a member of ICD.


Enbridge Board/Board committee memberships		Meeting attendance1


Board of Directors	8 out of 8	100%
Governance	4 out of 4	100%
Human Resources and Compensation	4 out of 4	100%
Total	16 out of 16	100%


Enbridge shares and DSUs held2


Enbridge shares	DSUs3	Total market value of Enbridge shares & DSUs4	Minimum required5


39,290	17,760	$4,238,815	$1,295,406


Other board/board committee memberships6
Public
TD Bank Financial Group (Canadian multinational banking and financial services corporation)	· Director · Member, audit committee · Chair, remediation committee

        
Q
How does the Board help Enbridge stay steady in a volatile environment?
A
“Our role is to provide clarity and confidence when markets and policies shift. We focus on long-term fundamentals— financial strength, operational reliability, and disciplined risk management—so the organization can adapt without losing sight of its strategic goals.”


Steven W. Williams


Age 70	Director since	2025 annual meeting
Calgary, Alberta, Canada	May 4, 2022	votes for:
		91.57%
Independent	Latest date of retirement:
	May 2031

Mr. Williams has nearly 50 years of international energy industry experience. He served as Chief Executive Officer of Suncor Energy from 2012 until his retirement in 2019 and as President from 2011 to 2018. Prior to that, Mr. Williams held various senior leadership roles at Suncor and for 18 years at Esso/Exxon. Mr. Williams is one of 12 founding Chief Executive Officers of Canada’s Oil Sands Innovation Alliance and attended the 2015 United Nations Climate Change Conference in Paris as an official member of the Government of Canada delegation. Mr. Williams has a Bachelor of Science (Honors) in chemical engineering from Exeter University and is a Fellow of the Institution of Chemical Engineers. He is also a graduate of the business economics program at Oxford University and the advanced management program at Harvard Business School. Mr. Williams is a member of ICD.


Enbridge Board/Board committee memberships		Meeting attendance1


Board of Directors (Chair)	8 out of 8	100%
Human Resources and Compensation (Chair)13	2 out of 2	100%
Safety and Reliability13	2 out of 2	100%
Total	12 out of 12	100%


Enbridge shares and DSUs held2


Enbridge shares	DSUs3	Total market value of Enbridge shares & DSUs4	Minimum required5


32,282	36,204	$5,088,510	$1,295,406


Other board/board committee memberships6
Public
Smiths Group plc (engineering and technology company)	· Chair of the Board · Chair, nomination & governance committee · Member, remuneration & people committee · Chair, separation oversight committee
Former US-listed company directorships (last 5 years)
Alcoa Inc.

Percentages are rounded to the nearest whole number. Includes all meetings held in 2025.

Based on information provided by the director nominees and is as at the date of this Amendment No. 1 on Form 10-K/A.

DSUs refer to deferred share units, as defined on page 64.

Total market value = number of common shares and DSUs × closing price of Enbridge shares on the TSX on March 3, 2026 of $74.30, rounded to the nearest dollar.

Directors must hold at least three times their annual US$315,000 Board retainer in DSUs or Enbridge shares within five years of becoming a director on our Board. Amounts are converted to C$ using US$1 = C$1.3708, the published WM/Reuters 4 pm London exchange rate for December 31, 2025. All current directors meet or exceed this requirement except Mr. Few, Ms. Minhas, and Mr. Foshee, who have until May 4, 2027, November 28, 2028, and January 1, 2030, respectively, to meet this requirement.

Public means a corporation or trust that is a reporting issuer in Canada, a registrant in the U.S., or both, that has publicly listed equity securities. Private means a corporation, trust, or other entity that is not a reporting issuer or registrant.

Mr. Ebel is not a member of any Board committee, but as a director and President & CEO, he attends Board committee meetings upon request.

As President & CEO, Mr. Ebel must hold Enbridge shares equal to eight times his base salary (see page 41).

Mr. Ashar ceased being a member of the Human Resources and Compensation Committee and was appointed to the Safety and Reliability Committee on June 13, 2025.

10.

Mr. Few was appointed to the Governance Committee as Chair on May 7, 2025 and ceased being a member of the Sustainability Committee on June 13, 2025.

11.

Mr. Poloz ceased being the Chair of the Governance Committee and was appointed to the Human Resources and Compensation Committee as Chair on May 7, 2025. Mr. Poloz ceased being a member of the Governance Committee and the Safety and Reliability Committee and was appointed to the Sustainability Committee on June 13, 2025.

12.

Mr. Poloz was a director of OMNI Conversion Technologies Inc. (OMNI) from October 2021 to October 2024. On November 19, 2024, OMNI filed a Notice of Intention to Make a Proposal under the Bankruptcy and Insolvency Act (Canada). On November 29, 2024, the Ontario Superior Court issued an order to commence a formal court-authorized sale and investment solicitation process. OMNI completed the restructuring process in 2025.

13.

Mr. Williams ceased being a member of the Human Resources and Compensation Committee and the Safety and Reliability Committee when he was appointed Chair of the Board on May 7, 2025 , but he attends Board committee meetings upon request.

Independence

The Governance Committee is responsible for overseeing that the Board functions independently of management. The majority of our directors must be independent, as defined by Canadian securities regulators in NI 52-110, NYSE rules and SEC rules and regulations. Our Governance Guidelines provide that the Board shall consist of a substantial majority of independent directors. The Board uses a detailed annual questionnaire to assist in determining if each director is independent and makes this determination annually or more frequently, as required.

The Board has determined that 11 of our 12 director nominees, including the Chair of the Board, are independent. Mr. Ebel is not independent because he is our President & CEO. Each of the Board’s five standing committees is comprised entirely of independent directors.

Current Board committee participation

The following table outlines Board committee participation as of the date of this Amendment No. 1 on Form 10-K/A. Each of our Board committees is comprised entirely of independent Board members. Gregory L. Ebel is not a member of any Board committees but attends Board committee meetings upon request, in his capacity as President & CEO.


Audit, Finance and Risk Committee	Sustainability Committee	Governance Committee	Human Resources and Compensation Committee	Safety and Reliability Committee
Teresa S. Madden (Chair)1	Susan M. Cunningham (Chair)	Jason B. Few (Chair)	Stephen S. Poloz (Chair)	Gaurdie E. Banister (Chair)
Gaurdie E. Banister	Theresa B.Y. Jang	M.M. (Mike) Ashar	Susan M. Cunningham	M.M. (Mike) Ashar
Jason B. Few1	Manjit Minhas	Teresa S. Madden	Douglas L. Foshee	Douglas L. Foshee
Theresa B.Y. Jang1	Stephen S. Poloz	S. Jane Rowe	S. Jane Rowe	Manjit Minhas

Ms. Madden, Ms. Jang and Mr. Few each qualify as an audit committee financial expert, as defined under the Exchange Act. The Board has also determined that all members of the Audit, Finance and Risk Committee are financially literate, in accordance with Canadian Securities Administrators National Instrument 52-110 – Audit Committees (“NI 52-110”) and the rules of NYSE.

Mix of skills and experience

We maintain a skills and experience matrix for our directors that we use in our assessment of Board composition and in the recruitment of new directors. The table below indicates each director nominee’s skills and experience, based on self-assessments.

      Area

      Primary Industry Background

      Utilities

      •

      •

      •

      •

      •

      •

      •

      Industrial

      •

      •

      •

      •

      •

      •

      •

      •

      Financial Services

      •

      •

      •

      •

      •

      Functional Experience

      Accounting/Finance/Audit/ Economics1

      •

      •

      •

      •

      •

      •

      •

      •

      •

      •

      •

      Capital Markets and Mergers & Acquisitions2

      •

      •

      •

      •

      •

      •

      •

      •

      •

      •

      CEO / Executive Leadership3

      •

      •

      •

      •

      •

      •

      •

      •

      •

      •

      •

      •

      Energy Transition4

      •

      •

      •

      •

      •

      •

      •

      •

      •

      ESG, Corporate Social Responsibility & Sustainability5

      •

      •

      •

      •

      •

      •

      •

      •

      •

      •

      •

      •

      Governance6

      •

      •

      •

      •

      •

      •

      •

      •

      •

      •

      •

      •

      Government, Policy, Legal & Regulatory7

      •

      •

      •

      •

      •

      •

      •

      •

      •

      •

      •

      Health, Safety & Environment8

      •

      •

      •

      •

      •

      •

      •

      •

      •

      Human Resources / Compensation9

      •

      •

      •

      •

      •

      •

      •

      •

      •

      •

      •

      •

      Industry – Energy/Midstream/
Utilities/Transportation10

      •

      •

      •

      •

      •

      •

      •

      •

      •

      International Business11

      •

      •

      •

      •

      •

      •

      •

      •

      •

      •

      •

      •

      Operations12

      •

      •

      •

      •

      •

      •

      •

      •

      •

      •

      Risk Management13

      •

      •

      •

      •

      •

      •

      •

      •

      •

      •

      •

      Strategy and Leading Growth14

      •

      •

      •

      •

      •

      •

      •

      •

      •

      •

      •

      •

      Information Technology/
Cybersecurity15

      • 

      •

      •

      •

      •

      • 

      •

      •

Experience in financial accounting, reporting and corporate finance with knowledge of internal controls.

Experience with capital raising transactions and M&A transactions.

Experience as a CEO, CFO or executive officer of a publicly listed company or major organization.

Experience with policy, regulations, operations, transactions relating to renewable energy sources, new energy technologies, and climate change.

Understanding of ESG, corporate social responsibility and sustainability practices and their relevance to corporate success.

Experience as a board member of a publicly listed company or major organization.

Experience in, or a strong understanding of, the workings of government and public policy in Canada, U.S. and internationally, legal and regulatory, and in stakeholder engagement or management.

Thorough understanding of industry regulations and public policy and leading practices of workplace safety, health and the environment.

Strong understanding of compensation, benefit and pension programs, legislation and agreements, with specific expertise in executive compensation programs.

10.

Experience in the energy industry (including pipelines), and knowledge of markets, financials, operational issues and regulatory issues.

11.

Experience working in a major organization with global operations where Enbridge is or may be active.

12.

Experience overseeing operations as a senior executive with a strong understanding of operating plans and business strategy.

13.

Experience in risk governance, including oversight of annual review of principal risks or identifying principal risks, or monitoring or implementing a risk management program.

14.

Experience driving strategic direction and leading growth of an organization.

15.

Experience in information technology and data security systems.

EXECUTIVE OFFICERS OF REGISTRANT

The information regarding executive officers is included in Part I. Item 1. Business - Executive Officers of the Original Filing and is accordingly not included in this Amendment No.1.

CORPORATE GOVERNANCE

Regulations, rules and standards

Enbridge is a “foreign private issuer” pursuant to applicable U.S. securities laws. Accordingly, Enbridge is permitted to follow home country practice instead of certain governance requirements set out in NYSE rules, provided we disclose any significant differences between our governance practices and those required by NYSE. Further information regarding those differences is available on our website.

We have a comprehensive system of stewardship and accountability that meets applicable Canadian and U.S. requirements, including:

•

Canadian Securities Administrators NI 52-110, NP 58-201, and National Instrument 58-101 – Disclosure of Corporate Governance Practices

•

requirements of the CBCA

•

the corporate governance guidelines of NYSE and TSX

A CULTURE OF ETHICAL CONDUCT

Statement on business conduct

A strong culture of ethical conduct is central to Enbridge. Our Statement on Business Conduct (“SOBC”) is our formal statement of the expectations that apply to all individuals at Enbridge and our subsidiaries, including our directors, officers, employees, and contingent workers, as well as consultants and contractors retained by Enbridge.

The SOBC outlines our expectations in various areas, including:

•

complying with the law, applicable rules and all policies

•

avoiding conflicts of interest, including examples of acceptable forms of gifts and entertainment

•

avoiding financial crimes such as anti-corruption, sanctions, money laundering and human rights violations

•

acquiring, using and maintaining assets (including computers and communication devices) appropriately

•

understanding data privacy, records management, and proprietary, confidential and insider information

•

protecting health, safety and the environment

•

interacting with landowners, customers, shareholders, employees and others

•

respectful workplace/no harassment

The current version of the SOBC is available on our website. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, and waivers from, the provisions of the SOBC by posting such information on our website.

On the commencement of employment with Enbridge and annually thereafter, all active Enbridge employees and contingent workers are required to complete mandatory SOBC training and certify compliance with the SOBC. Directors must also certify their compliance with the SOBC on an annual basis.

As of the date of this Amendment No. 1 on Form 10-K/A, approximately 99.9% of Enbridge employees and contingent workers have certified compliance with the SOBC for the year ended December 31, 2025. All directors serving on the Board as of December 31, 2025 have certified their compliance with the SOBC for the year ended December 31, 2025.

AUDIT, FINANCE AND RISK COMMITTEE

The Audit, Finance and Risk Committee ("AFRC") fulfills public company audit committee obligations and assists the Board with oversight of the integrity of the Company’s financial statements; the Company’s compliance with legal and regulatory requirements; the independent auditor’s qualifications and independence; and the performance of the Company’s internal audit function and external auditors. The committee also assists the Board with the Company’s risk identification, assessment and management program. The committee's full mandate and responsibilities can be found in the Terms of Reference for the AFRC, available on our website.

Financial literacy

The Board considers an individual to be financially literate if they can read and understand financial statements that are generally comparable to our Company’s in breadth and complexity of issues. The Board has determined that all members of the AFRC are financially literate, in accordance with NI 52-110 and NYSE rules. The Board has also determined that Ms. Madden, Ms. Jang, and Mr. Few each qualify as an audit committee financial expert, as defined under the Exchange Act. The Board bases this determination on each director’s education, skills and experience.

ITEM 11. EXECUTIVE COMPENSATION

As a foreign private issuer in the U.S., we are deemed to comply with this Item if we provide information required by Items 6.B and 6.E.2 of Form 20-F, with more detailed information provided if otherwise made publicly available or required to be disclosed in Canada. We have provided information required by Items 6.B and 6.E.2 of Form 20-F in the Circular. As a foreign private issuer in the U.S. we are not required to disclose executive compensation according to the requirements of Regulation S-K that apply to U.S. domestic issuers, and we are not otherwise required to adhere to the U.S. requirements relative to certain other proxy disclosures and requirements. Our executive compensation disclosure complies with Canadian requirements, which are, in many respects, substantially similar to U.S. rules.

Compensation committee interlocks and insider participation

During 2025, no two director nominees were members of the same board of directors of another public company.

Compensation discussion and analysis

The following compensation discussion and analysis describes the 2025 compensation programs for our Named Executive Officers (“NEOs”).


2025 NEOs

		Gregory L. Ebel President & Chief Executive Officer (“CEO”)

		Patrick R. Murray Executive Vice President & Chief Financial Officer (“CFO”)

		Cynthia L. Hansen1 Executive Vice President & President, Gas Transmission & Midstream

		Colin K. Gruending Executive Vice President & President, Liquids Pipelines

		Reginald D. Hedgebeth Executive Vice President, External Affairs & Chief Legal Officer

Executive summary

The HRC Committee works on behalf of shareholders to keep our executive compensation programs firmly aligned with performance, support the retention of high-caliber talent, and motivate Enbridge’s senior leaders to advance our vision, values and strategic priorities. We are pleased to share our approach to executive compensation and highlight the key accomplishments we considered in determining 2025 compensation awards for the executive leadership team.

The decisions related to executive compensation are guided by our compensation philosophy and reflect our ongoing desire to drive sustainable growth and create long-term value. This disciplined approach positions us to remain the first-choice energy delivery company for our customers, communities, shareholders and employees.

Advancing strategic priorities

Enbridge’s low risk, utility-adjacent business mix continues to support ratable dividend and equity growth, consistent with the Company’s commitment to long-term shareholder value and alignment. Our growing portfolio of assets provides a diverse suite of in-footprint investment opportunities, leveraging both our scale and expertise. Judicious capital allocation has differentiated Enbridge as an industry leading operator with a focus on long-term contracted cash flow generation.

We placed over $5 billion of assets into service in 2025 and sanctioned over $14 billion of new accretive secured capital, extending our growth programs past 2030. These investments will drive cash flow and EBITDA growth for shareholders, supporting dividend increases and future equity self-funded growth. In 2025, Enbridge also closed the acquisition of an interest in the Matterhorn Express Pipeline, enhancing our growing Permian natural gas franchise and closed a 12.5% investment by 38 First Nations groups in the Westcoast Pipeline System.

Our values of Safety, Integrity, Respect, Inclusion and High Performance remain core to Enbridge’s culture. These core values guide every decision we make and every action we take. Together, these principles help us deliver sustainable results while building trust and creating value for all shareholders.

1 Ms. Hansen served as Executive Vice President & President Gas Transmission & Midstream until December 31, 2025 and will serve as a Special Advisor to the CEO until her retirement in January 2027.

       2025 achievements
•Record financial results, marking 20th consecutive year of meeting or exceeding financial guidance
•Announced 31st consecutive annual dividend increase
•Placed over $5 billion of capital into service
•Sanctioned $14 billion of new organic growth, including Mainline Optimization Phase 1, adding up to 150 kbpd of egress to the Western Canadian Sedimentary Basin (“WCSB”)
•Acquired an equity stake in the Matterhorn Express natural gas pipeline system in the Permian Basin
•Closed a 12.5% investment by 38 First Nations groups in the Westcoast Pipeline System
•Reached positive rate case settlements at Enbridge Gas North Carolina and Enbridge Gas Utah
•Strong overall safety performance
•Recontracted and extended customer commitments across the asset base
 

      

DCF per share1

Increase in DCF Compound Annual Growth Rate of 2% since 2023

1 DCF and DCF per share are non-GAAP measures; these measures are defined and reconciled in the Non-GAAP and other financial measures section of Appendix C.

Compensation highlights

In considering executive compensation outcomes for the year, the HRC Committee assessed performance against financial, strategic and operational objectives that were approved by the Board at the beginning of the year and evaluated in the context of our compensation philosophy. The HRC Committee and Board also reviewed key performance indicators relative to our performance peer group, including dividend per share growth, earnings per share growth, DCF per share growth and TSR, and based on the review, approved the 2025 incentive payouts.

Our Company scorecard provides a consistent framework to align and drive non‑financial objectives enterprise-wide, while maintaining strong financial accountability within each business unit, reinforcing their contribution to overall enterprise value. We are pleased to share that we delivered results within our target financial guidance range, executed on our business strategy, and advanced operational goals related to safety, project performance and sustainability resulting in overall payouts for our NEOs ranging from 130% to 146% of target.

Performance stock unit (“PSU”) awards are subject to pre-established performance hurdles determined at the time of grant. The 2023 PSU award performance was based on three‑year performance targets tied to DCF per share growth, comparing our TSR to the Board approved performance peer group, and progress toward Enbridge’s GHG emissions intensity reduction target, with a performance period ending in 2025. Enbridge achieved an overall result above target, and the HRC Committee approved the payout for the 2023 PSU award, applying an overall performance multiplier of 1.34x.

The awards earned were consistent with our pay-for-performance philosophy, and more information is provided in the following materials.

Compensation philosophy

Enbridge’s approach to executive compensation is governed by the HRC Committee and approved by the Board. A rigorous pay-for-performance philosophy is embedded in our short-, medium-, and long-term compensation programs and designed with the interests of Enbridge shareholders and other stakeholders through five main objectives:


		Align to Enbridge’s business strategy
		•	Our compensation programs are designed to motivate management to deliver exceptional value by focusing on safe and reliable operations while maintaining financial strength, flexibility and executing on growth opportunities consistent with our low-risk business model
		•	Compensation program payouts are designed to align with achievement of our strategic priorities and outcomes

		Align to Enbridge’s values
		•	Enbridge is committed to delivering steady, visible and predictable results, and operating our assets in an ethical and responsible manner
		•	Our compensation programs reward behaviours and outcomes closely aligned to our values
		•	We assess performance and compliance against our sustainability metrics

		Attract and retain a highly effective executive team
		•	Incenting and engaging a high performing executive team is essential for achieving our strategic goals and desire to build a sustainable future for Enbridge
		•	Total direct compensation is targeted at the median of our compensation benchmarking peer group of U.S. and Canadian companies to reflect Enbridge’s identity as a North American leader
		•	Compensation programs reward employees for high performance and their potential for future contributions


		Incent and reward for performance
		•	Performance is the cornerstone of Enbridge’s compensation strategy. Our pay-for-performance approach rewards management for their contributions to the enterprise, business unit and individual results against objectives that support the achievement of our strategic priorities
		•	A significant portion of the target compensation mix for the President & CEO and the other NEOs is “at risk”. Incentives are “at risk” because payout is not guaranteed, and their values are determined based on each metric’s guidance range and specific performance criteria
		•	When assessing performance, the HRC Committee considers performance results in context of other qualitative factors not captured in the formal metrics, including key performance indicators relative to peers, such as TSR, dividend per share growth, DCF per share growth, earnings per share growth and others, in addition to qualitative aspects of management’s responsibilities

		Enhance long-term shareholder value
		•	Our compensation programs focus management on delivering strategic priorities over the long-term
		•	Medium- and long-term incentives pay out over time, encouraging a longer-term view of how we create value for our shareholders
		•	A significant portion of the target compensation mix for the President & CEO and NEOs is linked to medium- and long-term incentive programs

Talent management and succession planning

We take an integrated approach to talent management and succession planning using a comprehensive framework aligned to our business strategies which is overseen by the HRC Committee and the Board. Focusing on the development of executives to strengthen the overall succession pipeline enables us to retain top talent while ensuring depth of leadership capability to drive both short- and longer-term performance. Our philosophy of development and retention of executive talent supports and strengthens our culture, builds versatility and reduces business risk by providing multiple succession options.

Compensation policies and practices

Our compensation policies and practices are designed to encourage appropriate behaviours, promote strategic risk management, and align to the interests of our shareholders. The following table outlines Enbridge’s compensation policies and practices that maintain disciplined governance.


	What we do			What we don’t do
	• Use a pay-for-performance philosophy whereby the majority of compensation provided to executives is “at risk”. "At risk” payouts are not guaranteed, and threshold performance must be achieved for a payout to occur. In 2025, the percentage of total target compensation considered “at risk” for the President & CEO was 91% and an average of 83% for the other NEOs • Use a blend of short-, medium- and long-term incentive awards that are linked to business plans for the respective timeframe • Incorporate risk management principles into decision-making processes to help ensure compensation programs do not encourage inappropriate or excessive risk-taking by executives • Regularly review executive compensation programs through independent third-party experts and advisors to support regulatory compliance and ongoing alignment with shareholders • Use both preventative and incident-based safety, environmental and operational metrics that are directly linked to short-term incentive awards with a maximum payout of 2x target • Executives are required to meet minimum share ownership guidelines, which are regularly reviewed to align with market practices, motivate executives to create long-term value, and align the interests of executives with those of Enbridge shareholders • Benchmark executive compensation programs against a compensation peer group of similar companies (by organization size, industry and geography) in North America, to assess that executives are compensated at competitive levels • Maintain two clawback policies, including our Incentive Compensation Clawback Policy, covering all cash bonuses and equity-based incentive awards granted or paid, which is intended to prevent or rectify situations whereby employees engage in misconduct (defined to include fraud or willful misconduct), and the Clawback Policy for the Mandatory Recovery of Erroneously Awarded Incentive-Based Compensation, which aligns with SEC and NYSE requirements • Use double-trigger change in control provisions within all cash and incentive plan agreements • Hold an annual advisory shareholder vote on our approach to executive compensation, commonly known as “say on pay” and regularly engage with shareholders on our executive compensation program philosophy • Regularly perform quantitative modelling, stress test performance, and potential compensation scenarios to assess reasonability of executive awards as compared to our compensation peer group			• Count performance stock units or unexercised stock options toward share ownership requirements • Grant stock options with exercise prices below 100% fair market value or reprice out-of-the-money options • Allow repricing or cash buyout of underwater options without shareholder permission • Provide stock options to non-employee directors • Pay dividends on unearned performance stock units; dividend equivalents are accrued during the performance period and are payable only on vested PSUs • Permit hedging or pledging of Enbridge securities by directors, officers, or other employees • Use employment agreements with single-trigger voluntary termination rights in favor of executives • Grant loans to directors or senior executives • Guarantee incentive payouts • Apply tax gross-ups to awards • Provide excessive perquisites

Compensation governance

Enbridge’s compensation governance structure consists of the Board and the HRC Committee, with HR Consultant Mercer (Canada) Limited (“Mercer”), and others from time to time, providing independent advisory support to the HRC Committee. The HRC Committee reviews the governance structure annually against best practices and regulatory guidance.

Board and HRC Committee

The Board is responsible for the oversight of the compensation principles and programs at Enbridge. The HRC Committee approves major compensation programs and payouts to align incentive compensation with the company’s performance and its pay-for-performance philosophy, including reviewing and recommending to the Board the compensation for the President & CEO. The HRC Committee also approves the compensation for the other NEOs.

The HRC Committee assists the Board in carrying out its responsibilities with respect to compensation matters by providing oversight and direction on human resources strategy, policies and programs for the NEOs, other executives and the broader employee base, including compensation, equity incentive plans, pension and benefits as well as talent management, succession planning, workforce recruitment, retention, inclusion, and employee health and safety. The HRC Committee also provides oversight regarding the management of broader people-related risk, and specifically reviews the compensation programs from a risk perspective.

The members of the HRC Committee in 2025 were Stephen S. Poloz (Chair), Susan M. Cunningham, S. Jane Rowe and Douglas L. Foshee. All members of the HRC Committee are independent under the independence standards discussed in this this Amendment No. 1 on Form 10-K/A.

The members of the HRC Committee have experience in human resources and compensation, including as members of the compensation committees of other public companies. In addition, the members of the HRC Committee have executive leadership experience, strong knowledge of the energy industry, experience as directors of other public companies and a mix of other relevant skills and experience. This background provides the HRC Committee members with the collective experience, knowledge and skills to effectively carry out their responsibilities. For information on each HRC Committee member’s experience and current service on other public company boards and committees, see the director profiles, beginning on page 4. For information on each HRC Committee member’s skills and experience, see the skills and experience matrix on page 17. For information on each HRC Committee member’s participation on other Enbridge Board committees, see page 16.

Independent advice

The HRC Committee is directly responsible for the appointment, compensation and oversight of the work of any compensation consultants, outside legal counsel or other advisors it retains (each, an “Advisor”). The HRC Committee may select or receive advice from an Advisor only after taking into consideration all factors relevant to the Advisor’s independence from management including:

•

the provision of other services to Enbridge by the Advisor

•

the amount of fees received from Enbridge by the Advisor as a percentage of the Advisor’s total revenue

•

the policies and procedures of the Advisor that are designed to prevent conflicts of interest

•

any shares owned by the Advisor

•

any business or personal relationship of the Advisor with a member of the HRC Committee or with an executive officer at Enbridge

Although the HRC Committee is required to consider these factors, it is free to select or receive advice from an Advisor that is not independent.

Since 2002, Mercer, an independent Advisor, has provided guidance to the HRC Committee on compensation matters to help ensure Enbridge’s programs are appropriate, market competitive and continue to meet intended goals. Advisory services provided by Mercer include reviewing:

•

the competitiveness and appropriateness of executive compensation programs

•

annual total direct compensation for the President & CEO and the executive leadership team

•

executive compensation governance

•

the HRC Committee’s mandate and related Board committee processes

While the HRC Committee considers the information and recommendations Mercer provides, it has full accountability for decisions within its mandate, which may reflect other factors and considerations.

Each year, the HRC Committee Chair reviews and approves the terms of engagement with Mercer, which specify the work to be done in the year, Mercer’s responsibilities and its fees. Management may also retain Mercer on compensation matters from time to time or for prescribed compensation services. The HRC Committee Chair must approve all services that are not standard in nature, considering whether the work would compromise Mercer’s independence.

In 2025, Management and the HRC Committee engaged Mercer to provide analysis and advice on various compensation matters. While Mercer offered insights and recommendations, the HRC Committee has full accountability for decisions within its mandate. The following table provides a breakdown of services provided and fees paid to Mercer and its affiliates by Enbridge, reflecting an increase in insurance-related advisory services provided by Mercer affiliates in 2025, compared to 2024:


	Approximate fees in 2025		Approximate fees in 2024
Nature of work	($)		($)

Executive compensation related1		367,026		569,993
All others2		13,309,204		5,607,224
Total		13,676,230		6,177,217

Includes all fees related to executive compensation associated with the President & CEO and the executive leadership team.

Includes fees paid for other matters that apply to Enbridge as a whole, such as pension actuarial valuations, renewal and pricing of benefit plans, evaluation of geographic market differences and regulatory proceedings support. Also includes risk brokerage service and advisory service fees paid to Mercer affiliates (Marsh, Oliver Wyman and Guy Carpenter) primarily related to the design and implementation of a portfolio reinsurance program and other insurance strategy initiatives, subject to timing and currency exchange differences.

Having your say

We are committed to regular shareholder engagement and appreciate your feedback. Shareholders can express their views on executive pay at our annual meeting of shareholders, where we hold an annual advisory “say on pay” vote to receive shareholder feedback. This structure helps align executive compensation with shareholder interests. While the vote is advisory and non-binding, the Board considers the results when determining Enbridge’s compensation program. The 2025 vote resulted in a favourable outcome of 89.78%, and the HRC Committee interpreted this level of support as affirmation by our shareholders of the design and overall execution of our executive compensation programs, leading to no significant changes in our approach to executive compensation.

Compensation risk management

The HRC Committee plays a critical governance role related to enterprise risk. In carrying out this accountability, the HRC Committee employs a number of risk mitigation practices aimed at ensuring that Enbridge’s compensation programs are designed in a manner that does not encourage individuals to take inappropriate or excessive risks that could have material adverse impact on the Company.

Compensation risk mitigation practices

Enbridge uses the following compensation practices to mitigate risk:

• a pay-for-performance philosophy that is embedded in the compensation design

• a mix of pay programs benchmarked against a relevant compensation peer group, which contains companies in Canada and U.S. that are generally comparable in scope, complexity, and size to Enbridge, primarily in terms of enterprise value, and secondarily, market capitalization and assets

• compensation programs that include a combination of short-, medium- and long-term elements that provide executives with an incentive to consider both the immediate and long-term implications of their decisions

• program provisions whereby executives are compensated for their short-term performance using a combination of financial performance and operational metrics in areas such as safety, project performance, and sustainability that support a balanced perspective and are a mix of both leading (proactive/preventative) and lagging (incident-based) indicators

• a rigorous approach to goal setting and a process of establishing targets with multiple levels of performance, which mitigate excessive risk-taking that could harm Enbridge’s value or reward poor judgment of executives

• incentive plan performance ranges that include both minimum and maximum payouts

• stock award programs that vest over multiple years and are aligned with overall stock price appreciation to drive value for Enbridge shareholders

• share ownership guidelines that require executives to have a meaningful equity stake in Enbridge to align their interests with those of Enbridge shareholders

• Insider Trading Guidelines that include prohibition on hedging and pledging provisions to prevent activities that would weaken the intended pay-for-performance link

• two incentive compensation clawback policies: for more information, refer to the Clawback policies on page 27

The HRC Committee has considered the risk related to the Company’s compensation programs and has concluded that the programs do not encourage excessive or inappropriate risk-taking and are aligned with the long-term interests of shareholders.

Insider trading and prohibition on hedging and pledging

We have adopted Insider Trading Guidelines governing the purchase, sale and/or other disposition of our securities by our directors, officers (including the NEOs), employees and contractors, as well as by Enbridge itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations and NYSE and TSX listing standards. We also maintain Disclosure Guidelines, which prohibit the Company from issuing securities or offering securities to the public during a blackout period (subject to specific circumstances outlined in the policy).

Our Insider Trading Guidelines also prohibit directors, officers, employees and contractors from purchasing financial instruments that are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or held, directly or indirectly, by such directors, officers, employees and contractors as such positions may weaken the link between the intended alignment of director and employee interests with shareholder interests.

The following activities are specifically prohibited:

•

speculating in securities of Enbridge and its reporting issuer subsidiaries

•

“short-selling” securities of Enbridge and its reporting issuer subsidiaries (i.e. selling securities that the individual does not own)

•

purchasing or selling call or put options or other derivatives relating to securities of Enbridge and its reporting issuer subsidiaries

•

entering into any other financial transaction that is designed to hedge or offset any decrease in the market value of the securities of Enbridge and its reporting issuer subsidiaries

•

entering into margin loans or other transactions involving the pledging of the securities of Enbridge and its reporting issuer subsidiaries

Clawback policies

Enbridge maintains two incentive compensation clawback policies.

The Incentive Compensation Clawback Policy allows Enbridge to recover, from current and former members of senior management, certain incentive compensation amounts awarded or paid to individuals including all cash bonuses and equity-based incentive awards if the individuals engaged in misconduct (defined to include fraud or willful misconduct) that led to inaccurate financial results reporting, regardless of whether the misconduct resulted in a restatement of all or a part of Enbridge’s financial statements.

The Clawback Policy for the Mandatory Recovery of Erroneously Awarded Incentive-Based Compensation, requires Enbridge (subject to certain exceptions) to recover erroneously awarded incentive-based compensation received by covered executive officers in the event that Enbridge is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under applicable securities laws.

Annual decision-making process

Compensation decisions are guided by our compensation philosophy and principles as described on page 23. The following illustration provides an overview of our annual process for determining and assessing compensation for the President & CEO and other NEOs.


Planning and research
Planning and research
	Independent compensation consultant • Market Analysis and benchmarking	Management • Recommend compensation targets (except the CEO) • Set objectives: corporate, business unit and individual • Define key metrics and other strategic priorities



Performance assessment and recommendation
Performance assessment and recommendation
	Management • Performance assessments: — CEO self-assessment to objectives — Assessment of each NEO	HRC Committee • Review corporate, business unit and individual performance • Assess business environment and market • Review historical compensation • Consider use of discretion • Discuss with independent compensation consultant

       
      Decision-making and approvals

       
      HRC Committee
•Approve compensation targets and decisions for the NEOs (except the CEO)
•Approve compensation targets and objectives set by management
•Recommend CEO compensation to
the Board

      HRC Committee Chair and Chair of the Board
•Review corporate and CEO performance
•Solicit feedback from all Board members

      Board of Directors
 
•Final approval of CEO compensation

Compensation elements

Enbridge’s compensation program is comprised of elements that balance the use of short-, medium- and long-term vehicles, designed to deliver value to Enbridge shareholders not only in the near-term, but also through continued performance over the long-term. Total direct compensation includes base salary and performance-based incentive awards. A significant component of total target compensation for 2025 was considered at risk, representing 91% for the President & CEO, and an average of 83% for the other NEOs. Pay is directly dependent on performance outcomes for our senior leaders, consistent with the interests of Enbridge shareholders.

The following table describes the primary compensation program components for our NEOs, together with key features, objectives and the time horizon for vesting and/or realized value.


Timeframe	Short-term		Medium-term		Long-term
Variability	Fixed	At-risk
Compensation element	Base Salary	Short-term Incentive Plan (“STIP”)	Performance Stock Units (“PSUs”)	Restricted Stock Units (“RSUs”)	Incentive Stock Options (“ISOs”)
Reference for more information	• Page 34	• Page 34	• Page 38	• Page 40	• Page 40
Key features	• Reviewed annually, with consideration of scope and role responsibilities, competency, and market conditions • Increases based on performance and market data	• Annual incentive reward based on our company scorecard shared by all employees with variability of business unit financial performance	• Granted annually • Three-year cliff vest • Subject to performance hurdles and results achieved against predetermined criteria • Realized value of units based on share price at vesting • Paid in cash	• Granted annually • Three-year cliff vest • Realized value of units based on share price at vesting • Share-settled	• Vest over four years and have a 10-year term • Realized value based on share price difference at grant date and at time of exercise
Objectives	• Fixed cash compensation for performing day-to-day responsibilities of the role	• Motivate delivery of results tied to executing the business strategy • Reward achievement for performance year	• Align with the interests of shareholders • Motivate strong performance relative to external peers, long-term strategic goals, progressing sustainability, longer-term value generation, and stock price appreciation	• Align with the interests of shareholders • Motivate longer-term value generation and stock price appreciation	• Align with the interests of shareholders • Motivate longer-term value generation and stock price appreciation

Benchmarking to peers

Total direct compensation for the NEOs is managed within a framework that involves input from and consideration by the President & CEO and the HRC Committee (the HRC Committee only in the case of the CEO) with Mercer providing independent advisory support. The competitiveness of this framework is based on market data extracted from third-party compensation surveys and publicly disclosed executive compensation information for comparable benchmark roles at peer companies.

Enbridge targets overall total direct compensation for our NEOs at the median of our peer group, considering the skills, competencies and experience of each senior executive.

Compensation peer group determination

Enbridge uses a single North American peer group for executive compensation benchmarking in making compensation decisions. The following summarizes the key considerations and selection criteria for the compensation peer group of companies:


		Industry • Typically defined as low-risk regulated operations in the North American energy sector • The peer group is limited to those in the energy and infrastructure space, and are subject to the same external industry pressures and macroeconomic factors as Enbridge rather than extending to other capital-intensive sectors • Aligns Enbridge to pay competitively against “best-in-class” companies whose executives are often the most knowledgeable about Enbridge’s core businesses and are part of the primary talent pool from which Enbridge recruits				Geography • A North American compensation peer group is used because the President & CEO and other NEOs’ responsibilities are primarily North American in scope, which is generally where we compete for executive talent • The majority of our business assets and operations, as well as shareholders, are within the U.S. and Canada • The U.S. market offers more comparable peers from an industry and/or size/complexity perspective, and approximately two‑thirds of our total revenue is generated in the United States; accordingly, our peer group is weighted more heavily towards the U.S. • Most Canadian companies are not sufficiently comparable to Enbridge in terms of industry and/or size/complexity, and therefore only appropriate Canadian peers are included in the peer group
		Size/complexity • Broadly defined to consider multiple dimensions, including financial (e.g., market capitalization, cash flow, enterprise value, assets, capital employed) and non-financial measures (e.g., breadth of operations)

Annual peer group decision making

Enbridge’s compensation peer group is reviewed annually by the HRC Committee and is comprised of Canadian and U.S. companies in the energy and infrastructure space. The compensation peer group was updated for 2025 to remove Dominion Energy following the acquisition of its U.S. natural gas utilities and Marathon Petroleum was added as a recognized industry peer. Enbridge's overall positioning within the new peer group was maintained after the 2025 peer group adjustment. The following peer group was used for determining compensation in 2025.

       2025 compensation peer group

      

       Canada

      

       Canadian National Railway Company

      

       Canadian Natural Resources Limited

      

       Suncor Energy Inc.

      

       TC Energy Corporation

      

       U.S.

      

       Chevron Corporation

      

       ConocoPhillips

      

       Duke Energy Corporation

      

       Energy Transfer LP

      

       Enterprise Products Partners L.P.

      

       Halliburton Company

      

       Kinder Morgan Inc.

      

       Marathon Petroleum Corporation

      

       NextEra Energy Inc.

      

       Occidental Petroleum Corporation

      

       Phillips 66

      

SLB

       The Southern Company

      

       The Williams Companies, Inc.

      

       Union Pacific Corporation

      

Peer group comparison

Our compensation peer group contains companies that are generally similar in size to Enbridge, primarily in terms of enterprise value, and secondarily, market capitalization and assets. While Enbridge is considerably larger than most companies in its industry, the peer group includes organizations with comparable operational profiles, even though some size constraints were relaxed to maintain relevance.

As one of the largest companies in the peer group, Enbridge’s compensation practices are designed to reflect the scale and responsibilities of its business. Enbridge does not select aspirational peers; instead, the peer group is made up of North American organizations that operate in our industries that are comparable in scope, complexity, and size. This approach leads to compensation decisions that reflect representative market context, supporting both the integrity of Enbridge’s compensation philosophy and the interests of shareholders.

The following chart summarizes Enbridge’s placement compared to our North American peer group and indicates that Enbridge ranks above the median in all the selection criteria relative to the 2025 compensation peer group.

1. U.S. company information has been converted to Canadian dollars at variable rates throughout the year.

2. Revenue, EBIT, total assets are as of December 31, 2024. Market value and enterprise value are as of December 31, 2025.

Aligning President & CEO pay with performance

Enbridge is committed to aligning President & CEO pay with company performance and TSR, consistent with the rigorous pay-for-performance philosophy embedded in our compensation programs and aligned with the interests of Enbridge shareholders. We place a substantial portion of pay at risk, linked to performance goals that strongly incent our executive team to manage the Company in the best long-term interests of the Company and our shareholders.

We strongly believe that President & CEO pay should correspond to the performance of the Company, and that relationship should align appropriately relative to our compensation peers, based on the same pay-for-performance measures. We analyze this relationship over a multi-year historical period to smooth effects of short-term fluctuations and to better identify long-term performance and market trends.

The HRC Committee reviews key performance indicators, including our TSR, relative to our compensation peer group, and annually performs a comparative analysis of the President & CEO’s grant date fair value (“GDFV”) pay and realizable pay.

GDFV pay represents the total amount disclosed in the summary compensation table, excluding the amounts in the pension value and all other compensation columns. Realizable pay represents salary and non-equity incentive plan compensation as disclosed in the summary compensation table and the current market value of unvested or unearned medium- and long-term incentive awards using the 2025 year-end share price.

In our most recent analysis, we compared the relationship between Enbridge’s percentile rank of President & CEO pay and TSR performance over the past three years, relative to our compensation peer group on the same basis.

Enbridge has a strong correlation between President & CEO pay and performance relative to our compensation peers. Enbridge’s placement within the highlighted bands in the charts below indicates that our President & CEO pay outcomes are aligned with actual company performance results and shareholder expectations.

GDFV pay1

This chart displays the President & CEO GDFV pay rank against the TSR rank over a three-year period from 2023 to 2025. GDFV pay is calculated from publicly disclosed information in the summary compensation table in 2023 and 2024. 2025 peer data has been estimated with a 3.0% aging factor.

The analysis indicated that Enbridge’s President & CEO GDFV pay was positioned at the 50th percentile and our TSR was positioned at the 67th percentile relative to our compensation peer group.

Realizable pay2

This chart displays the President & CEO realizable pay rank against the TSR rank over a three-year period from 2023 to 2025. Realizable pay includes peer group CEOs’ outstanding equity awards as of December 31 in publicly disclosed information in 2023 and 2024. 2025 peer data has been assumed based on the December 31, 2025 share price.

The analysis indicated that Enbridge’s President & CEO realizable pay was positioned at the 78th percentile and our TSR was positioned at the 67th percentile relative to our compensation peer group.

2025 business performance


Priorities	Actions
1. Safety and operational reliability	• Strong overall occupational safety performance with no fatalities, positive results of our Company-wide focus on serious injuries and protecting workers from high-energy hazards with the potential to cause life-altering or life-ending injuries • Continued strong Total Recordable Incident Frequency ("TRIF") • Executed integrity and maintenance capital programs efficiently and effectively across each business
2. Extend growth through disciplined capital allocation	• Placed $5 billion of secured growth capital into service generating attractive risk-adjusted returns • Sanctioned $2 billion of Mainline Capital Investment through 2028, enhancing reliability and maximizing egress capacity • Sanctioned $0.4 billion Birch Grove expansion to the T-North Pipeline, adding critical egress out of the Montney basin to support growing LNG demand in Western Canada • Sanctioned US$0.1 billion Line 31 expansion of Texas Eastern Transmission to serve rising industrial and power demand • Sanctioned $0.3 billion, 40 Bcf expansion to the Aitken Creek gas storage facility, providing critical flexibility in the western Canadian LNG value chain • Sanctioned US$0.9 billion Clear Fork Solar project in Texas supporting Meta’s data center power needs under long-term agreements • Sanctioned the US$0.5 billion Southern Illinois Connector Pipeline creating 100 kbpd of long-haul contracted service to Nederland, Texas • Sanctioned US$0.3 billion Tiber extension to the Canyon Pipeline system in the U.S. Gulf Coast • Sanctioned ~23 Bcf of new storage expansions across the U.S. Gulf Coast for US$0.5 billion • Sanctioned the Algonquin Gas Transmission Enhancement project to serve rising local natural gas demand for US$0.3 billion • Sanctioned US$1.4 billion Mainline Optimization Phase 1 which adds 150 kbpd of additional WCSB egress capacity • Sanctioned Cowboy Solar Phase One, a 365 MW solar facility and a 135 MW battery energy storage system ("BESS") supporting Meta's power needs in Wyoming, for US$1.2 billion • Sanctioned Easter Wind, a 152 MW onshore wind project in Texas serving Meta Platforms, Inc. (Meta) under a long-term offtake agreement for 100% of generation, for US$0.4 billion • Alongside our partners, approved the upsizing of the Traverse Pipeline from 1.75 Bcf/d to 2.5 Bcf/d , and approved and upsized the Eiger Express Pipeline, a 3 Bcf/d Permian egress conduit adjacent to the Matterhorn Express Pipeline • Acquired a 10% interest in the Matterhorn Express, a 2.5 Bcf/d natural gas pipeline providing Permian Basin to U.S. Gulf Coast egress under long-term contract • Advanced multi-year utility growth and Gas Transmission modernization programs
3. Maintain financial strength and flexibility	• Achieved record adjusted EBITDA1 of $19.95 billion1, in the upper half of our 2025 Guidance range, and an increase over 2024 of 7% • Achieved DCF per share1 of $5.71, at the midpoint guidance range • Increased the 2025 quarterly dividend by 3% to $0.97 ($3.88 annualized) per share, reflecting the 31st consecutive annual increase within our target payout ratio • Within target debt-to-EBITDA1 range of 4.5x to 5.0x • Rated A (low) by DBRS, BBB+ by S&P and Fitch, and Baa2 by Moody’s • Managed foreign exchange and interest rate volatility with enterprise-wide financial risk management program
4. Participate in energy transition over time	• Issued 24th annual Sustainability Report • Continued progress on our Indigenous Reconciliation Action Plan commitments • Placed Orange Grove Solar and the first phase of Sequoia Solar into service


Priorities	Actions
	• Sanctioned the Pelican CO2 Hub, a 50% joint venture with Occidental Petroleum to transport and store 2.3 MTPA of CO2

Adjusted EBITDA, DCF per share and debt-to-EBITDA are non-GAAP measures; these measures are defined and reconciled in the Non-GAAP and other financial measures section of Appendix C.

Aligning executive compensation and shareholder return

Performance graph

The chart on the right shows the value of a $100 investment made on January 1, 2021, in Enbridge common shares, the S&P/TSX Composite Index and Enbridge’s compensation peer group at the end of each of the last five years (assuming reinvestment of dividends throughout the term) and shows the growth in total direct compensation for the NEOs reported in the summary compensation table over the same period. For the purpose of the graph, returns are shown in local currency.

Total direct compensation includes base salary, short-term incentive award paid, and the grant value of medium- and long-term incentive awards as disclosed in the summary compensation table. Average total direct compensation is taken by dividing the total direct compensation from the summary compensation table by the number of named executives in any given year. For 2025, the total direct compensation value for NEOs is 0.70% of our adjusted earnings of $6,578 million.

The total return on Enbridge common shares has been positive from 2021 through 2025, resulting in a 125% return, driven by strong share price appreciation and supported by a track record of annual dividend increases. Average total direct compensation paid to the NEOs corresponds to the movement of Enbridge’s shareholder return over the same period.

2025 compensation decisions

Market review

In 2025, the HRC Committee engaged Mercer to gather and assess current market compensation data for the NEOs to validate that our programs are appropriate and market competitive. This assessment indicated that the NEOs’ total direct compensation continues to be slightly below the compensation peer group median year over year.

Base salary

Base salary is the principal fixed source of cash compensation provided to the President & CEO and other NEOs. Base salary reflects each executive’s level of responsibility, capabilities and experience in the context of their role and the market. Base salaries are reviewed annually and increases may be provided when an executive assumes increased responsibilities or significantly deepens their knowledge and expertise, or when there is a material change in the compensation levels of comparable roles in the compensation peer group.

Effective April 1, 2025, Mr. Ebel, Ms. Hansen, Mr. Gruending, and Mr. Hedgebeth received base salary increases that aligned with the approved merit budget. Mr. Murray received a base salary increase greater than the approved merit budget, to better align his positioning relative to the competitive market.


Executive	Base salary increase April 1, 2025			Base salary at December 31, 2025 ($)

Gregory L. Ebel		3.0	%		1,976,694
Patrick R. Murray		8.0	%		825,600
Cynthia L. Hansen		3.0	%		961,616
Colin K. Gruending		3.0	%

ENBRIDGE INC 10-K/A