XML 28 R18.htm IDEA: XBRL DOCUMENT v3.25.3
Stockholders’ Equity and Stock-Based Compensation
 9 Months Ended
Sep. 27, 2025
Equity [Abstract]  
Stockholders’ Equity and Stock-Based Compensation Stockholders’ Equity and Stock-Based Compensation
Common Stock Repurchase Programs
On October 30, 2023, our Board of Directors authorized a two-year program to repurchase up to $75.0 million of outstanding common stock, with the primary purpose of offsetting potential dilution from issuance of common stock under our stock-based compensation programs. During fiscal 2024 we repurchased and retired 1,309,635 shares of common stock for $53.3 million. On March 29, 2025, our Board of Directors approved an increase to the repurchase program, authorizing the repurchase of an additional $1.6 million in shares of common stock. During the first fiscal quarter of 2025, we repurchased and retired 665,000 shares of common stock for $22.1 million, utilizing the remaining shares available for repurchase under the program.

On April 24, 2025, our Board of Directors authorized a new two-year program to repurchase up to $75.0 million of outstanding common stock to offset potential dilution from issuance of common stock under our stock-based compensation programs. This share repurchase program will expire on April 24, 2027. During the nine months ended September 27, 2025, we repurchased and retired 135,000 shares of common stock for $4.1 million under this plan, and as of September 27, 2025, $70.9 million remained available for future repurchases.

Our policy related to repurchases of our common stock is to charge the excess of cost over par value to additional paid-in capital once the shares are retired. Share repurchases are subject to an excise tax enabled by the Inflation Reduction Act that is generally 1% of the fair market value of the shares repurchased at the time of the repurchase, net of the fair market value of certain new stock issuances during the same taxable year. Certain exceptions apply to the excise tax. The excise tax incurred, if applicable, is included in the cost of shares repurchased in the Condensed Consolidated Statement of Stockholders Equity. All repurchases were made in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.
Private Placement
On January 10, 2025, Advantest America, Inc., a Delaware corporation, acquired 334,971 shares of our common stock in a private placement for $44.78 per share, representing the 5-day trailing volume-weighted average price prior to signing the related private placement agreement.

Restricted Stock Units
Restricted stock unit (“RSU”) activity under our equity incentive plan was as follows:
UnitsWeighted Average Grant Date Fair Value
RSUs at December 28, 2024
1,776,743 $39.07 
Awards granted1,149,684 28.68 
Awards vested(763,064)37.28 
Awards forfeited(115,816)38.58 
RSUs at September 27, 2025
2,047,547 34.08 

Performance Restricted Stock Units
We may grant Performance RSUs (“PRSUs”) to certain executives, which vest based upon us achieving certain market performance criteria.

On August 6, 2025, we granted 163,980 PRSUs to certain senior executives for a total grant date fair value of $5.4 million which will be recognized ratably over the requisite service period. The performance criteria are based on Total Shareholder Returns (“TSR”) for the period of July 1, 2025 - June 30, 2028, relative to the TSR of the companies identified as being part of the S&P Semiconductors Select Industry Index (FormFactor peer companies) as of the grant date.

Of the 204,903 PRSUs granted in 2022, 73,035 shares were forfeited during the requisite service period, resulting in 131,868 shares that were subject to the achievement of certain TSR performance criteria. We achieved 77% TSR performance, which resulted in a total of 101,433 shares vested and issued in fiscal 2025 related to the fiscal 2022 PRSU grant.

PRSUs are included as part of the RSU activity above.

Employee Stock Purchase Plan
Information related to activity under our Employee Stock Purchase Plan (“ESPP”) was as follows:
 Nine Months Ended
 September 27, 2025
Shares issued385,189 
Weighted average per share purchase price$28.87 
Weighted average per share discount from the fair value of our common stock on the date of issuance$(5.50)

Stock-Based Compensation
Stock-based compensation was included in our Condensed Consolidated Statements of Income as follows (in thousands):
Three Months EndedNine Months Ended
September 27,
2025		September 28,
2024		September 27,
2025		September 28,
2024
Cost of revenues$1,941 $1,934 $5,636 $5,794 
Research and development2,525 2,679 7,707 7,906 
Selling, general and administrative5,050 4,323 15,360 15,850 
Total stock-based compensation$9,516 $8,936 $28,703 $29,550 
 
Unrecognized Compensation Costs
At September 27, 2025, the unrecognized stock-based compensation was as follows (dollars in thousands): 
Unrecognized
Expense
Average Expected
Recognition Period
in Years
Restricted stock units$47,367 2.18
Performance restricted stock units10,318 2.09
Employee stock purchase plan1,852 0.35
Total unrecognized stock-based compensation expense$59,537 2.10