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Common Stock and Stock-Based Compensation
9 Months Ended
Sep. 27, 2025
Share-Based Payment Arrangement [Abstract]  
Common Stock and Stock-Based Compensation

M. Common Stock and Stock-Based Compensation

 

Option Activity

 

Information related to stock options under the Restated Employee Equity Incentive Plan and the Equity Plan for Non-Employee Directors is summarized as follows:

 

 

 

Shares

 

 

Weighted-
Average
Exercise Price

 

 

Weighted-
Average
Remaining
Contractual
Term in Years

 

 

Aggregate
Intrinsic
Value
(in thousands)

 

Outstanding at December 28, 2024

 

 

209,794

 

 

$

358.48

 

 

 

 

 

 

 

Granted

 

 

80,195

 

 

 

243.63

 

 

 

 

 

 

 

Exercised

 

 

-

 

 

 

-

 

 

 

 

 

 

 

Forfeited/ Expired

 

 

(80,399

)

 

 

273.63

 

 

 

 

 

 

 

Outstanding at September 27, 2025

 

 

209,590

 

 

$

347.03

 

 

 

4.53

 

 

$

1,237

 

Exercisable at September 27, 2025

 

 

142,633

 

 

$

348.90

 

 

 

3.29

 

 

$

1,237

 

Vested and expected to vest at September 27, 2025

 

 

206,762

 

 

$

351.90

 

 

 

4.39

 

 

$

1,237

 

 

Of the total options outstanding as of September 27, 2025, 6,930 shares were performance-based options for which the performance criteria had yet to be achieved.

 

On March 1, 2025, the Company granted options to purchase an aggregate of 76,919 shares of the Company’s Class A Common Stock to certain officers and other members of senior management. These options have a weighted average fair value and exercise price per share of $117.00 and $243.77, respectively.

On May 14, 2025, the Company granted options to purchase an aggregate of 3,276 shares of the Company’s Class A Common Stock to the Company’s non-employee Directors. All of the options vested immediately on the date of the grant. These options have a fair value and exercise price per share of $119.06 and $240.26, respectively.

 

On August 1, 2025, the Company announced that Michael Spillane had decided to step down from his role as President and Chief Executive Officer, effective August 15, 2025. As part of his Outgoing CEO Agreement, disclosed in the Company’s Form 8-K filed on August 1, 2025, Mr. Spillane forfeited an aggregate of 57,955 options. These forfeited options had a weighted average fair value and exercise price per share of $121.21 and $254.87, respectively.

 

On August 11, 2025, a member of senior leadership forfeited an aggregate of 19,624 options as part of a new restricted stock unit award granted on the same day. These forfeited options had a weighted average fair value and exercise price per share of $152.00 and $330.68, respectively. The new restricted stock unit award was granted with the same accounting value, vesting schedule, and performance criteria as the original award. In accordance with ASC 718, the Company will recognize an incremental compensation expense of $1.6 million, representing the excess fair value of the modified award over the original award on the modification date. This expense will be recognized over the remaining service period.

 

Weighted average assumptions used to estimate fair values of stock options on the date of grants are as follows:

 

 

 

2025

Expected volatility

 

40.5%

Risk-free interest rate

 

4.3%

Expected dividends

 

0%

Exercise factor

 

2.1

Discount for post-vesting restrictions

 

0%

 

Non-Vested Shares Activity

 

Information related to vesting activities of restricted stock units and investment share program under the Restated Employee Equity Incentive Plan and restricted stock units under the Equity Plan for Non-Employee Directors is summarized as follows:

 

 

 

Number of Shares

 

 

Weighted Average Fair Value

 

Non-vested at December 28. 2024

 

 

164,551

 

 

$

328.88

 

Granted

 

 

144,771

 

 

 

231.92

 

Vested

 

 

(46,927

)

 

 

343.91

 

Forfeited

 

 

(33,249

)

 

 

300.46

 

Non-vested at September 27, 2025

 

 

229,146

 

 

$

268.67

 

 

Of the total non-vested shares as of September 27, 2025, 82,415 shares were performance-based shares for which the performance criteria had yet to be achieved.

 

On March 1, 2025, the Company granted a combined 111,580 shares of restricted stock units to certain officers, other members of senior management and key employees. Of the restricted stock units granted, 61,182 had performance-based vesting criteria. The remainder of restricted stock units granted on March 1, 2025 vest ratably over service periods of four years. Additionally, on March 1, 2025, employees elected to purchase a combined 12,251 shares under the Company’s investment share program. The weighted average fair value of the restricted stock units and investment shares, which are sold to employees at discount under its investment share program, was $243.77 and $145.64 per share, respectively.

 

On May 14, 2025, the Company granted a combined 1,626 shares of restricted stock units to the Company’s non-employee Directors, of which all shares vest one year from the grant date. The fair value of the restricted stock units was $240.26 per share.

 

On August 1, 2025, the Company announced that Michael Spillane had decided to step down from his role as President and Chief Executive Officer, effective August 15, 2025. As part of his Outgoing CEO Agreement, disclosed in the Company’s Form 8-K filed on August 1, 2025, Mr. Spillane forfeited a combined 6,570 shares of restricted stock units. The weighted average fair value of the forfeited restricted stock units was $304.42 per share.

 

On August 11, 2025, the Company granted a combined 19,314 shares of restricted stock units to certain members of senior leadership. Of the restricted stock units granted, 4,599 had performance-based vesting criteria to be measured in March 2027, 9,197 had service-based vesting through March 2027 and 5,518 has service-based vesting through August 2026. The fair value of the restricted stock units was $217.48 per share.

 

Stock-Based Compensation

 

The following table provides information regarding stock-based compensation expense included in operating expenses in the accompanying condensed consolidated statements of comprehensive operations:

 

 

 

Thirteen weeks ended

 

 

Thirty-nine weeks ended

 

 

 

September 27, 2025

 

 

September 28, 2024

 

 

September 27,
2025

 

 

September 28,
2024

 

 

 

(in thousands)

 

 

(in thousands)

 

Amounts included in advertising, promotional and selling expenses

 

$

1,687

 

 

$

1,310

 

 

$

5,691

 

 

$

5,241

 

Amounts included in general and administrative expenses

 

 

1,797

 

 

 

2,368

 

 

 

8,717

 

 

 

9,445

 

Total stock-based compensation expense

 

$

3,484

 

 

$

3,678

 

 

$

14,408

 

 

$

14,686

 

 

Stock Repurchases

 

In 1998, the Company began a share repurchase program. Under this program, the Company's Board of Directors has authorized the repurchase of the Company's Class A Stock. On October 2, 2024, the Board of Directors authorized an increase in the aggregate expenditure limit for the Company’s stock repurchase program by $400.0 million, increasing the limit from $1.2 billion to $1.6 billion. The Board of Directors did not specify a date upon which the total authorization would expire and, in the future, can further increase the authorized amount. Share repurchases under this program for the periods included herein were effected through open market transactions.

 

During the thirteen and thirty-nine ended September 27, 2025, the Company repurchased and subsequently retired 236,006 and 654,679 shares of its Class A Common Stock, respectively, for an aggregate purchase price of $50 million and $149.2 million, respectively. As of September 27, 2025, the Company had repurchased a cumulative total of approximately 15.5 million shares of its Class A Common Stock for an aggregate purchase price of approximately $1.32 billion and had approximately $278 million remaining on the $1.6 billion stock repurchase expenditure limit set by the Board of Directors.