V F CORP
For the period ended Sep 27, 2025. Filed Oct 28, 2025.
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Sep 27, 2025 · Filed Oct 28, 2025
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Stock-based Compensation
NOTE 13 —STOCK-BASED COMPENSATION
Incentive Equity Awards Granted
During the three months ended September 2025, VF granted 516,605 performance-based restricted stock units ("RSUs") with a market condition to the Chief Executive Officer ("CEO") that enables him to receive shares of VF Common Stock at the end of a performance cycle that goes through Fiscal 2028. Each performance-based RSU has a potential final payout of either zero orone share of VF Common Stock. The number of shares earned by the CEO, if any, is based on achievement of an operating income percentage for Fiscal 2028 and a VF stock price target during the performance period. The targets for both were set by the Talent and Compensation Committee of the Board of Directors. Shares will be issued to the CEO following the conclusion of the performance period, subject to completion of aone-year holding period. The grant date fair value of the
award incorporated achievement of the stock price target using a Monte Carlo simulation technique that incorporates option-pricing model inputs and was $5.10 per share. The grant date fair value is being recognized over the service period so long as achievement of the operating income percentage target is probable.
During the six months ended September 2025, VF granted 1,474,178 RSUs to executives that enable them to receive shares of VF Common Stock over afive-year vesting period. The fair market value of VF Common Stock at the date the units were granted was $12.55 per share. These units vest 25% on the second, third, fourth and fifth anniversaries of the grant date. The number of units paid for the portion of the RSUs that vest on
21 VF Corporation Q2 FY26 Form 10-Q the fifth anniversary of the grant date are subject to relative total shareholder return ("TSR") targets set by the Talent and Compensation Committee of the Board of Directors, and will be paid in full or decreased to zero, based on how VF's TSR over thefive-year period compares to the TSR for companies included in the Standard & Poor's 600 Consumer Discretionary Sector Index. The grant date fair value of the TSR-based adjustment related to the RSU grants was determined using a Monte Carlo simulation technique that incorporates option-pricing model inputs, and was $9.09 per share.
During the six months ended September 2025, VF granted 146,135 nonperformance-based stock units to nonemployee
members of the Board of Directors. These units vest upon grant and will be settled in shares of VF Common Stockone year from the date of grant. The fair market value of VF Common Stock at the date the units were granted was $12.55 per share.
In addition, VF granted 4,442,776 nonperformance-based RSUs to employees and executives during the six months ended September 2025. These units generally vest over periods up tofour years from the date of grant and each unit entitles the holder toone share of VF Common Stock. The weighted average fair market value of VF Common Stock at the dates the units were granted was $12.54 per share.
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