HASBRO, INC.HAS
HASBRO, INC. Stock Compensation Disclosure
Share-Based Awards
The Company has reserved 6.5 million shares of its common stock for issuance upon exercise of options and other awards granted or to be granted under stock incentive plans for employees and for non-employee members of the Board of Directors (collectively, the “Plans”). These awards generally vest and are expensed in equal annual amounts over years. The plans provide that options be granted at exercise prices not less than the market value of the underlying common stock on the date the option is granted and options and share awards are adjusted for such changes as stock splits and stock dividends. Options are exercisable for periods of no more than seven years after date of grant. Upon exercise in the case of stock options, grant in the case of restricted stock or vesting in the case of performance based contingent stock and restricted stock unit grants, shares are issued out of available treasury shares. The Company’s current plan permits the granting of awards in the form of stock, stock appreciation rights, stock awards and cash awards in addition to stock options.
Total compensation expense related to stock options, restricted stock units, including those awards made to non-employee members of its Board of Directors, and stock performance awards during 2025, 2024 and 2023 was $80.4 million, $50.8 million and $71.9 million, respectively, and $72.3 million, $43.6 million and $62.7 million, respectively, after tax effects. Total share-based compensation expense was recorded as follows:
| (In millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Product development | $ | 13.5 | $ | 10.2 | $ | 7.0 | |||||||||||
| Selling, distribution and administration | 66.9 | 40.6 | 64.9 | ||||||||||||||
| Total share-based compensation expense before income taxes | $ | 80.4 | $ | 50.8 | $ | 71.9 | |||||||||||
Total share-based compensation expense, net of performance adjustments, by award type is as follows:
| (In millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Stock performance awards | $ | 20.4 | $ | (6.4) | $ | 15.8 | |||||||||||
| Restricted stock units | 56.0 | 51.0 | 47.8 | ||||||||||||||
| Stock options | 2.4 | 4.4 | 7.0 | ||||||||||||||
| Non-employee awards | 1.6 | 1.8 | 1.3 | ||||||||||||||
| Total share-based compensation expense before income taxes | $ | 80.4 | $ | 50.8 | $ | 71.9 | |||||||||||
Stock Performance Awards
In 2025, 2024 and 2023, as part of its annual equity grant to executive officers and certain other employees, the Company issued contingent stock performance awards (the “Stock Performance Awards”). These awards provide the recipients with the ability to earn shares of the Company’s common stock based on the Company’s achievement of stated cumulative operating performance targets over the fiscal years ended December 2027, December 2026, and December 2025 for the 2025, 2024 and 2023 awards, respectively. The 2023 Stock Performance Awards are measured based on achieving targets set for diluted earnings per share and return on invested capital ("ROIC"), in addition to a relative Total Shareholder Return ("TSR") modifier ranking as compared to the Standard & Poor's ("S&P") 500, to determine the number of shares earned at the end of the performance period. The 2024 and 2025 Stock Performance Awards are measured based on achieving targets set for diluted earnings per share, in addition to a TSR modifier ranking as compared to the S&P 500, to determine the number of shares earned at the end of the performance period. The ultimate amount of the awards may vary from 0% to 250% of the target number of shares, depending on the cumulative results achieved.
Stock performance award activity during 2025 was as follows:
| (In millions, except per share data) | Shares | Weighted Average Fair Value on Grant Date | |||||||||
Outstanding, beginning of year | 0.9 | $ | 61.07 | ||||||||
| Granted | 0.2 | $ | 61.24 | ||||||||
| Forfeited | (0.3) | $ | 71.70 | ||||||||
| Vested | — | $ | 87.40 | ||||||||
Outstanding, end of year | 0.8 | $ | 55.15 | ||||||||
Stock Performance Awards are valued at the market value of the underlying common stock at the dates of grant and are expensed over the performance period. On a periodic basis, the Company reviews the actual and forecasted performance of the Company against the stated targets for each award. The total expense is adjusted upward or downward based on the expected number of shares to be issued as defined in the respective stock performance award agreement. If minimum targets as detailed under the award are not met, no additional compensation expense will be recognized and any previously recognized compensation expense will be reversed. During 2025, 2024 and 2023, the Company recognized expense (income), net of performance adjustments, of $20.4 million, $(6.4) million and $15.8 million, respectively, relating to Stock Performance Awards. During 2024, the Company corrected a prior period error associated with a $18.1 million benefit related to the reversal of stock compensation expense for the Company's performance stock awards that should have been recorded during fiscal year 2023. Refer to Note 1, Summary of Significant Accounting Policies for additional information.
The total fair value of stock performance awards vested during 2025, 2024 and 2023 was $3.1 million, $10.2 million and $7.7 million, respectively. As of December 28, 2025, the amount of total unrecognized compensation cost related to these awards is approximately $27.8 million and the weighted average period over which this will be expensed is 21 months.
Restricted Stock Units
The Company, as part of its annual equity grant to executive officers and certain other employees, issues restricted stock or grants restricted stock units. These shares or units are nontransferable and subject to forfeiture or vesting for periods prescribed by the Company. These awards are valued at the market value of the underlying common stock at the date of grant and are subsequently amortized over the periods during which the restrictions lapse, generally three years. The total fair value of restricted stock units vested during 2025, 2024 and 2023 was $53.6 million, $47.3 million and $58.3 million, respectively. As of December 28, 2025, the amount of total unrecognized compensation cost related to restricted stock units is $92.0 million and the weighted average period over which this will be expensed is 24 months.
Restricted stock unit activity during 2025 was as follows:
| (In millions, except per share data) | Shares | Weighted-Average Fair Value on Grant Date | |||||||||
Outstanding, beginning of year | 2.4 | $ | 56.04 | ||||||||
| Granted | 1.4 | $ | 63.14 | ||||||||
| Forfeited | (0.5) | $ | 55.86 | ||||||||
| Vested | (1.0) | $ | 58.31 | ||||||||
Outstanding, end of year | 2.3 | $ | 59.41 | ||||||||
Stock Options
Stock option activity during 2025 was as follows:
| (In millions, except per share data) | Options | Weighted-Average Exercise Price | |||||||||
Outstanding, beginning of year | 1.5 | $ | 76.11 | ||||||||
| Granted | — | $ | — | ||||||||
| Exercised | (0.2) | $ | 55.78 | ||||||||
| Expired or forfeited | (0.6) | $ | 88.48 | ||||||||
Outstanding, end of year | 0.7 | $ | 72.07 | ||||||||
Exercisable, end of year | 0.6 | $ | 75.93 | ||||||||
With respect to the 0.7 million outstanding options and 0.6 million options exercisable at December 28, 2025, the weighted average remaining contractual life of these options was 3.05 years and 2.42 years, respectively. The intrinsic value of the outstanding options and options exercisable at December 28, 2025 was $11.9 million and $7.8 million, respectively.
The Company uses the Black-Scholes valuation model in determining the fair value of stock options. The expected life of the options used in this calculation is the period of time the options are expected to be outstanding and has been determined based on historical exercise experience. The weighted average fair value of options granted in fiscal 2024 and 2023 was $11.74 and $12.73, respectively. There were no options granted in fiscal 2025 and only a de minimis amount granted in 2024. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in the fiscal years 2025, 2024, and 2023:
| 2025 | 2024 | 2023 | |||||||||
| Risk-free interest rate | N/A | 4.46 | % | 4.44 | % | ||||||
| Expected dividend yield | N/A | 4.63 | % | 4.95 | % | ||||||
| Expected volatility | N/A | 33 | % | 38 | % | ||||||
| Expected option life | N/A | 3 years | 3 years | ||||||||
The intrinsic values, which represent the difference between the fair market value on the date of exercise and the exercise price of the option, for the options exercised in fiscal 2025 and 2024 were $2.8 million and $1.1 million, respectively. No options were exercised during fiscal 2023.
As of December 28, 2025, the amount of total unrecognized compensation cost related to stock options was $0.3 million and the weighted average period over which this will be expensed is 2 months.
Non-Employee Awards
In 2025, 2024 and 2023, the Company granted 23,500, 30,700 and 28,000 shares of common stock, respectively, to its non-employee members of its Board of Directors. Of these shares, the receipt of 7,800 shares from the 2025 grant, 8,800 shares from the 2024 grant and 14,000 shares from the 2023 grant has been deferred to the date upon which the respective director ceases to be a member of the Company’s Board of Directors. These awards were valued at the market value of the underlying common stock at the date of grant and vested upon grant. In connection with these grants, compensation cost of $1.6 million, $1.8 million and $1.3 million was recorded in Selling, distribution and administration expense during 2025, 2024 and 2023, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
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.