In April 2013, the Board of Directors adopted the Company’s 2014 Equity Incentive Plan (the “2014 Plan”), which the Company’s stockholders approved in June 2013. In October 2014, the Board of Directors approved certain amendments to the 2014 Plan. The amended 2014 Plan became effective on November 13, 2014 and provided for the issuance of up to 5.5 million shares. In April 2020, the Board of Directors further amended and restated the amended 2014 Plan (the “Amended and Restated 2014 Plan”), which the Company’s stockholders approved in June 2020. The Amended and Restated 2014 Plan became effective on June 11, 2020 and provides for the issuance of up to 10.5 million shares. The Amended and Restated 2014 Plan will cease being available for new awards on June 11, 2030. As of September 30, 2026, 2.7 million shares remained available for future issuance under the Amended and Restated 2014 Plan.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Cost of revenue	$	3,701	$	1,916	$	6,939	$	5,502
Research and development (“R&D”)	24,344		12,578		48,102		36,725
Selling, general and administrative (“SG&A”)	77,929		46,183		145,215		131,354
Total stock-based compensation expense	$	105,974	$	60,677	$	200,256	$	173,581
Tax benefit related to stock-based compensation (1)	$	1,278	$	756	$	2,643	$	1,919

(1)Amount reflects the tax benefit related to stock-based compensation recorded for equity awards that are expected to generate tax deductions when they vest in future periods. Equity awards granted to the Company’s executive officers are subject to the tax deduction limitations set by Section 162(m) of the Internal Revenue Code.

The Company’s RSUs include time-based RSUs, RSUs with performance conditions (“PSUs”), RSUs with market conditions (“MSUs”), and RSUs with performance and market conditions (“MPSUs”). Vesting of awards with performance conditions or market conditions is subject to the achievement of pre-determined performance or market goals and the approval of such achievement by the Compensation Committee of the Board of Directors (the “Compensation Committee”). All such awards include service conditions which require continued employment with or service to the Company.

The fair value related to vested RSUs, as of their respective vesting dates, was $10.5 million and $7.1 million for the three months ended September 30, 2026 and 2025, respectively. The fair value related to vested RSUs, as of their respective vesting dates, was $110.9 million and $49.6 million for the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, unamortized compensation expense related to all outstanding RSUs was $815.9 million with a weighted-average remaining recognition period of approximately three years. RSUs generally vest over four years for non-executive employees, three years for executives, and one year for directors serving on the Board of Directors, all subject to continued service to the Company.

In July 2026, the Compensation Committee granted 60,000 MPSUs to approximately 2,100 non-executive employees, which represents a target number of shares that can be earned based on the achievement of both market and performance conditions (“2026 Non-Executive MPSUs”). The number of shares that an employee can earn is up to 500% of the employee’s target number of the 2026 Non-Executive MPSUs based on the market conditions. The market conditions consist of five stock price targets ranging from $1,936.56 to $2,766.52, each applicable to a tranche equal to the employee’s target number of 2026 Non-Executive MPSUs. The market conditions further include simultaneous total stockholder return percentile ranking at or above the 50th percentile relative to constituent entities in the Philadelphia Semiconductor Sector Index (the “PHLX Index”). The measurements for market conditions are based on a 90-consecutive-trading-day average closing price. The performance conditions consist of a revenue goal and a manufacturing capacity goal. The market conditions and the performance conditions have to be achieved within three years from the grant date for the awards to vest. The number of shares earned is based on the achievement of these market and performance conditions, and will vest in equal installments on the first, second, and third anniversaries after the end of the three-year performance period, subject to continued service to the Company. The 2026 Non-Executive MPSUs do not have post-vesting sales restrictions.

The Company determined the grant date fair value of the 2026 Non-Executive MPSUs using a Monte Carlo simulation model with the following assumptions: stock price of $1,383.26, simulation term of three years, expected volatility of 54.81%, risk-free interest rate of 4.26%, and expected dividend yield of 0.58%. The model further utilized correlation coefficients of peer companies of 0.59 to 0.89. The correlation coefficients were based on peer companies in the PHLX Index as an aggregate benchmark for determining the market-based total stockholder return component. Assuming the performance conditions are achieved by the end of the three-year period, the total stock-based compensation cost for the 2026 Non-Executive MPSUs is $256.7 million.

In July 2026, the Compensation Committee also granted 80,000 MPSUs to executive officers, which represents a target number of shares that can be earned based on the achievement of both market and performance conditions (“2026 Executive MPSUs”). The number of shares that an executive can earn is up to 500% of the executive’s target number of the 2026 Executive MPSUs. The market conditions and the performance conditions are the same as the conditions applicable to the 2026 Non-Executive MPSUs. The earned tranche(s) will vest on the date on which the corresponding market and performance conditions for the tranche(s) are achieved, subject to continued service through such date. Vested shares will be subject to post-vesting sales restrictions through the end of the three-year performance period.

The grant date fair value for the 2026 Executive MPSUs is also determined using a Monte Carlo simulation model with the same assumptions as the 2026 Non-Executive MPSUs. In addition, the model for the 2026 Executive MPSUs includes an illiquidity discount ranging from 0% to 8.97%, depending on the applicable holding period that may be in effect post-vesting. Considering the illiquidity discount and assuming performance conditions are achieved by the end of the three-year period, the total stock-based compensation cost for the 2026 Executive MPSUs is in the range of $312.1 million to $342.9 million.

In February 2026, the Compensation Committee granted 42,000 PSUs to executive officers, which represents a target number of shares that can be earned based on the degree of achievement of two sets of independent performance goals (the “2026 Executive PSUs”). For the first goal, the executive officers can earn up to 300% of the target number of the 2026 Executive PSUs based on the achievement of the Company’s three-year (2026 through 2028) average revenue growth rate in excess of the analog industry’s three-year average revenue growth rate as published by the Semiconductor Industry Association (the “SIA”). For the second goal, the executive officers can earn up to 200% of the target number of the 2026 Executive PSUs if the Company secures manufacturing capacity that can support a specified level of annual revenue at the end of the three-year performance period. For both goals, a percentage of the 2026 Executive PSUs will fully vest on December 31, 2028, depending on the degree to which the pre-determined goals are met during the performance period. Assuming the achievement of the highest level of the performance goals, the total stock-based compensation cost for the 2026 Executive PSUs will be $208.2 million.

The 2026 Executive PSUs contain a purchase price feature, which requires the executives to pay the Company up to $300 per share upon vesting of the shares. The $300 purchase price requirement for executives is deemed satisfied and fully waived if the Company’s stock price on the last trading day of the applicable performance period is $300 or more higher than the grant date stock price of $1,164.83. The Company determined the grant date fair value of the 2026 Executive PSUs using a Monte Carlo simulation model with the following assumptions: stock price of $1,164.83, simulation term of three years, expected volatility of 53.39%, risk-free interest rate of 3.60%, and expected dividend yield of 0.69%. There is no illiquidity discount because the awards do not contain any post-vesting sales restrictions.