LATTICE SEMICONDUCTOR CORP

Total stock-based compensation expense included in our Consolidated Statements of Operations is presented in the following table:

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Market-Based and Performance-Based Stock Compensation

In thefirst quarter of fiscal2025, we granted awards of RSUs with a market condition to certain executives. Under the terms of these grants, the RSUs with a market condition vest over athree-year period based on the Company’s total shareholder return ("TSR") relative to the Russell3000 index, which condition is measured for the grants on either thethird anniversary of the grant date, or equally on the first, second, andthird anniversary of the grant date for certain recently hired executives. The awards* may*vest at 200% if the 75th percentile of the market condition is achieved, with 100% of the units vesting at the 55th percentile, zero vesting if relative TSR is below the 25th percentile, and vesting scaling for achievement between the 25th and 75th percentile.

In thefirst quarter of fiscal2025, we also granted awards of RSUs with a performance condition to certain executives. Under the terms of these grants, the RSUs with a performance condition will vest if the Company achieves year-over-year revenue growth in excess of the Gartner Non-Memory Semiconductor Revenue Growth benchmark, and the number of shares that vest will scale based on achievement of year-over-year revenue growth compared to certain targets, with maximum vesting up to 250%.

During thefirst quarter of fiscal2025, the Compensation Committee of the Board of Directors approved a modification to the performance condition periods and vesting criteria associated with these revenue growth performance awards and similar awards that were granted to certain executives in fiscal2024 to align the awards with the Company's growth strategy. The modification extended the beginning and end dates of each measurement period byone year, such that the performance condition will be measured annually after each fiscal year-end forone-fourth of the grants with thefirst measurement period beginning in fiscal2026 and the last measurement period ending at the end of fiscal2029. Additionally, the awards were modified such that the measurement and vesting for each tranche will occur on the later of the filing date of the Company’s Annual Report on Form10-K for the applicable measurement period, or the date the Gartner Non-Memory Semiconductor Revenue Growth benchmark is published. Vesting of these awards occurs approximately4 months after the end of each measurement period. All other terms of the modified awards including the size of the awards and performance criteria remain the same.

Also during thefirst quarter of fiscal2025, we granted additional awards of RSUs with a performance condition to the majority of our employee population. Under the terms of these grants, the RSUs with a performance condition will vest if the Company achieves year-over-year revenue growth targets, and the number of shares vested will scale for achievement of year-over-year revenue growth compared to certain targets, with maximum vesting up to 200% depending on the employee's level. The performance condition for these awards will be measured annually after each fiscal year-end forone-half of the grants beginning in fiscal2026 through the end of fiscal2027. Vesting of these awards occurs approximately4 months after the end of each measurement period.

In thefirst three months of fiscal2025, certain awards with a market condition granted in prior fiscal years vested. During thefirst quarter of fiscal2025, the market condition for awards granted to certain executives in thefirst quarter of fiscal2022 exceeded the 55th percentile of their TSR condition, and these awards vested at 134%. Also during thefirst quarter of fiscal2025, thethird tranche of awards granted in fiscal2021 and2022 with a performance condition vested. Under the terms of these grants, the RSUs with a performance condition will vest based on the Company generating specified levels of year-over-year revenue growth, which are measured annually forone-fourth of the grants after each fiscal year-end through the end of fiscal2024, with vesting of each tranche occurring13 months after the performance condition is met. Vesting of these awards scales for achievement of year-over-year revenue growth compared to certain targets, with maximum vesting up to 200%. Thethird tranche of these awards vested at the 116.3% level of achievement, based on the Company's year-over-year revenue growth performance as of* December 30, 2023.For thefourth* tranche of these awards, the Company didnot meet the year-over-year revenue growth performance criteria as of* December 28, 2024.*

For our awards with a market condition or performance condition, we incurred stock compensation expense of approximately $4.2 million and $5.9 million, respectively, in thefirst quarter of fiscal2025 and2024. These amounts are recorded as components of total stock-based compensation.

The following table summarizes the activity for our awards with a market condition or performance condition:

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Note10 - Common Stock Repurchase Program

On* December 9, 2024,we announced that our Board of Directors had approved a stock repurchase program pursuant to which up to $100 million of outstanding common stock could be repurchased from time to time (the"2025* Repurchase Program"). The duration of the2025 Repurchase Program is through* December 31, 2025.*

During thefirst quarter of fiscal2025, we repurchased 393,832 shares for $25.0 million, or an average price paid per share of $63.48, under the2025 Repurchase Program. All repurchases were open market transactions funded from available working capital. All shares repurchased pursuant to the2025 Repurchase Program were retired by the end of thefirst quarter of fiscal2025. As of* March 29, 2025*, the remaining portion of the amount authorized for the2025 Repurchase Program is approximately $75.0 million.

Note11 - Income Taxes

We are subject to federal and state income tax as well as income tax in the foreign jurisdictions in which we operate. For both thefirst quarter of fiscal2025 and2024, we recorded income tax expense of approximately $3.0 million.

Income taxes for thethree-month period ended* March 29, 2025and March 30, 2024* represent tax at the federal, state, and foreign statutory tax rates in addition to stock-based compensation and other non-deductible items in federal, state, and foreign jurisdictions, as well as federal tax credits. The difference between the U.S. federal statutory tax rate of 21% and our effective tax rates for thethree months ended* March 29, 2025* and thethree months ended* March 30, 2024* resulted primarily from stock-based compensation and other non-deductible items in federal, state, and foreign jurisdictions.

The portion of our uncertain tax positions (including penalties and interest) recorded as a liability was $2.6 million and $2.5 million at* March 29, 2025* and* December 28, 2024*, respectively, and is included as a component of Other long-term liabilities on our Consolidated Balance Sheets. The resolution of audits or expiration of statute of limitations could reduce our uncertain tax positions.

Note12 - Contingencies

Legal Proceedings

From time to time, we are exposed to certain additional asserted and unasserted potential claims. We review the status of each significant matter and assess its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and a range of possible losses can be estimated, we then accrue a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based only on the best information available at the time. As additional information becomes available, we reassess the potential liability related to pending claims and litigation and* may*revise estimates.

Note13 - Segment Reporting

As of* March 29, 2025,*we have determined that the Company operates in a single operating and reportable segment: the core Lattice business, which includes silicon-based and silicon-enabling products, evaluation boards, development hardware, and related intellectual property licensing, services, and sales.

The following table sets forth the Company’s revenue, significant expenses, and net income by its single operating and reportable segment:

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