AMKOR TECHNOLOGY, INC.AMKR
AMKOR TECHNOLOGY, INC. Stock Compensation Disclosure
Share-Based Compensation Plans
For the years ended December 31, 2025, 2024 and 2023, we recognized share-based compensation of $20.1 million, $18.4 million and $8.3 million, respectively, primarily in selling, general and administrative expenses. The amount of compensation expense to be recognized is adjusted for an estimated forfeiture rate which is based on historical data. The corresponding deferred income tax benefits are $2.5 million, $2.4 million and $0.7 million for 2025, 2024 and 2023, respectively.
Equity Incentive Plans
Second Amended and Restated 2007 Equity Incentive Plan. The Second Amended and Restated 2007 Equity Incentive Plan (as amended, the “2007 Plan”) provided for the grant of the following types of incentive awards: (i) stock options; (ii) restricted stock; (iii) restricted stock units; (iv) stock appreciation rights; (v) performance units and performance shares; and (vi) other stock or cash awards. Those eligible for awards included employees, directors and consultants who provide services to Amkor and its subsidiaries. There were originally 17.0 million shares of our common stock reserved for issuance under the 2007 Plan. No awards have been or will be granted under the 2007 Plan after the effective date of the 2021 Plan (as defined below), but all outstanding awards under the 2007 Plan will continue in full force and effect, subject to their original terms.
2021 Equity Incentive Plan. On May 18, 2021, at our 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”), our stockholders approved the Amkor Technology, Inc. 2021 Equity Incentive Plan (as amended, the “2021 Plan”) to replace the 2007 Plan. The 2021 Plan provides for the grant of the following types of incentive awards: (i) stock options; (ii) restricted stock; (iii) restricted stock units; (iv) stock appreciation rights; (v) performance units and performance shares; and (vi) other stock or cash awards. Those eligible for awards include employees, directors and consultants who provide services to Amkor and its subsidiaries. The number of shares authorized and available for issuance under the 2021 Plan is 23,100,000 shares, reduced for certain awards granted under the 2007 Plan after December 31, 2020, but before May 18, 2021. There were originally 22.8 million shares of our common stock reserved for issuance under the 2021 Plan, and at December 31, 2025, there were 18.1 million shares available for grant under the 2021 Plan.
Stock options
Stock options are generally granted with an exercise price equal to the market price of the stock at the date of grant. Substantially all of the options granted are exercisable pursuant to a to four year vesting schedule, and the term of the options granted is no longer than ten years. Upon option exercise, we may issue new shares of common or treasury stock.
In order to calculate the fair value of stock options at the date of grant, we use the Black-Scholes option pricing model. Expected volatilities are based on historical performance of our stock. We also use historical data to estimate the timing and amount of option exercises and forfeitures within the valuation model. The expected term of the options is based on evaluations of historical and expected future employee exercise behavior and represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The dividend yield is based on the annualized declared quarterly dividend rate divided by our closing stock price at the date of the grant. There have been no stock options granted since 2021.
The following table summarizes our stock option activity for the year ended December 31, 2025:
| Number of Shares (In thousands) | Weighted-Average Exercise Price per Share | Weighted-Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (In thousands) | ||||||||||||||||||||
Outstanding at December 31, 2024 | 1,625 | $ | 10.07 | ||||||||||||||||||||
| Granted | — | — | |||||||||||||||||||||
| Exercised | (230) | 9.88 | |||||||||||||||||||||
| Forfeited or expired | — | — | |||||||||||||||||||||
Outstanding at December 31, 2025 | 1,395 | $ | 10.10 | 2.46 years | $ | 40,995 | |||||||||||||||||
Fully vested at December 31, 2025 and expected to vest thereafter | 1,395 | $ | 10.10 | 2.46 years | $ | 40,995 | |||||||||||||||||
Exercisable at December 31, 2025 | 1,395 | $ | 10.10 | 2.46 years | $ | 40,995 | |||||||||||||||||
There was no unrecognized compensation expense from stock options as of December 31, 2025. The total intrinsic value of options exercised during fiscal years 2025, 2024, and 2023 was $4.4 million, $7.9 million, and $5.8 million, respectively.
Restricted stock units
From time to time, and pursuant to the 2021 Plan, we grant time-vested restricted stock units (“RSUs”) to our non-employee directors and certain employees and performance-vested restricted stock units (“PSUs”) to certain employees. RSUs granted prior to 2024 generally vest in four equal installments over a four-year period such that 100% of the RSUs will become vested on the fourth anniversary of the award, subject to the recipient’s continued employment with us on the applicable vesting dates. The general vesting period for RSUs granted since the start of 2024 decreased to three years. In some circumstances, we have granted RSUs subject to different vesting conditions, including RSUs that vest in a single installment or on a ratable schedule. Provided that the RSUs have not been forfeited earlier, they will generally vest upon the recipient’s retirement, death or disability, or upon a change in control of Amkor, in accordance with the terms and conditions of the applicable award agreement. The value of the RSUs is determined based on the fair market value of the underlying shares on the date of the grant, reduced by the present value of dividends or dividend equivalent rights expected to be paid on our common stock prior to vesting, and is recognized ratably over the vesting period.
PSUs granted prior to 2024 generally vest in one installment after a two-year period such that any earned PSUs will become vested within 90 days of the second anniversary of the award, subject to the recipient’s continued employment with us on the applicable vesting date. Generally for these PSUs, the number of shares of our common stock to be received at vesting will range from 0% to 200% of the target grant amount based on Cumulative Basic EPS (as defined in the applicable award agreement) over a two-year performance measurement period. In some circumstances, we have granted PSUs subject to different vesting conditions, including PSUs that vest in full upon the achievement of performance goals other than Cumulative Basic EPS.
Starting in 2024, we granted PSUs that were divided equally between PSUs based on earnings per share for each fiscal year following the grant date over a three-year period (“EPS PSUs”), and PSUs based on relative total shareholder return (“rTSR PSUs”) as compared to the components of the PHLX Semiconductor Index (the “SOX”) over a three-year period. EPS PSUs will vest in three installments such that any earned PSUs will become vested within 90 days of each fiscal year’s end over a three-year period following the grant date, subject to the recipient’s continued employment with us on the applicable vesting dates. For EPS PSUs, the number of shares of our common stock to be received at vesting will range from 0% to 225% of the target grant amount. The rTSR PSUs will vest in one installment after a three-year period and the number of shares of our common stock to be received at vesting will range from 0% to 150% of the target grant amount based on rTSR performance over the three-year performance period.
Provided the PSUs have not been forfeited earlier, the PSUs will generally vest upon the recipient’s retirement, death or disability, or upon a change of control of Amkor, in accordance with the terms and conditions of the applicable award agreement. For the PSUs granted prior to 2024 and the EPS PSUs, the value is initially determined based on the fair market value of the underlying shares on the date of the grant, reduced by the present value of dividends expected to be paid on our common stock prior to vesting. For the rTSR PSUs, we estimated the grant-date fair value using a Monte Carlo simulation model, using the following weighted-average assumptions:
| For the Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (In thousands) | |||||||||||
| Risk-free interest rate | 4.23 | % | 4.33 | % | |||||||
| Volatility | 46.67 | % | 46.77 | % | |||||||
| Expected life (in years) | 3 | 3 | |||||||||
We recognize the grant date fair value of the PSUs as compensation expense ratably over the vesting period.
The following table summarizes our RSU and PSU activity:
| Number of Shares (In thousands) | Weighted- average Grant Date Fair Value (Per Share) | ||||||||||
Non-vested at December 31, 2022 | 738 | $ | 22.34 | ||||||||
| Awards granted | 1,049 | 26.72 | |||||||||
| Awards vested | (464) | 22.19 | |||||||||
| Awards forfeited | (16) | 25.24 | |||||||||
Non-vested at December 31, 2023 | 1,307 | 25.87 | |||||||||
| Awards granted | 1,026 | 29.00 | |||||||||
| Awards vested | (489) | 27.37 | |||||||||
| Awards forfeited | (217) | 24.62 | |||||||||
Non-vested at December 31, 2024 | 1,627 | 27.56 | |||||||||
| Awards granted | 1,305 | 22.15 | |||||||||
| Awards vested | (474) | 27.61 | |||||||||
| Awards forfeited | (483) | 26.51 | |||||||||
Non-vested at December 31, 2025 | 1,975 | $ | 24.32 | ||||||||
Total unrecognized compensation expense from RSUs and PSUs was $24.0 million as of December 31, 2025, which is expected to be recognized over a weighted-average period of approximately 1.60 years beginning January 1, 2026.
For the years ended December 31, 2025, 2024 and 2023 the total fair values of vested RSUs and PSUs were $11.2 million, $15.5 million and $11.6 million, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 20, 2026 | Showing above |
| 2024 | Feb 21, 2025 | |
| 2023 | Feb 16, 2024 | |
| 2022 | Feb 22, 2023 | |
| 2021 | Feb 18, 2022 | |
| 2020 | Feb 19, 2021 | |
| 2019 | Feb 19, 2020 | |
| 2018 | Feb 22, 2019 | |
| 2017 | Feb 23, 2018 | |
| 2016 | Feb 24, 2017 | |
| 2015 | Feb 22, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.