QUICKLOGIC Corp Stock Compensation Disclosure
NOTE 14 — STOCK-BASED COMPENSATION
The Company provides stock-based incentive compensation awards to eligible employees and non-employee directors. Awards that may be granted under the program include non-qualified and incentive stock options, restricted stock awards, restricted stock units ("RSU"), and performance-based restricted stock units ("PRSU") and are based on the closing price of the Company’s common stock on the date of grant. To date, awards granted under the program consist of stock options, RSUs, and PRSUs. The majority of stock-based awards granted under the program vest over years. Stock options granted under the program have a maximum contractual term of ten years.
Stock-based compensation expense recognized in the Company’s consolidated statements of operations for the years ended December 28, 2025 and December 29, 2024 is as follows (in thousands):
| Fiscal Years | ||||||||
| Stock-based compensation expense included in: | 2025 | 2024 | ||||||
| Cost of revenue | $ | 678 | $ | 852 | ||||
| Research and development | 637 | 978 | ||||||
| Selling, general and administrative | 2,036 | 2,669 | ||||||
| Total costs and expenses | $ | 3,351 | $ | 4,499 | ||||
| Fiscal Years | ||||||||
| Stock-based compensation expense by type of award: | 2025 | 2024 | ||||||
| ESPP | $ | 185 | $ | 106 | ||||
| RSU and PRSU | 3,166 | 4,393 | ||||||
| Total costs and expenses | $ | 3,351 | $ | 4,499 | ||||
The Company capitalized stock-based compensation amounts to capitalized internal-use software and tooling, net of $50 thousand and $58 thousand for the Fiscal Years ended December 28, 2025 and December 29, 2024, respectively. stock-based compensation was capitalized or included in inventories for the years ended December 28, 2025 and December 29, 2024.
Stock-Based Compensation Award Activity
A roll forward of shares available for grant under the 2019 Plan (in thousands) is as follows:
| Shares Available for Grant | ||||
| Balance at December 31, 2023 | 595 | |||
| RSUs and PRSUs granted | (635 | ) | ||
| Options forfeited or expired | 12 | |||
| RSUs and PRSUs forfeited | 93 | |||
| Balance at December 29, 2024 | 65 | |||
| Authorized | 1,100 | |||
| RSUs and PRSUs granted | (626 | ) | ||
| RSUs and PRSUs forfeited | 45 | |||
| Balance at December 28, 2025 | 584 | |||
stock options were granted during any of the periods presented.
Stock Options
A roll forward of stock options under the 2019 Plan is as follows:
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Term | Aggregate Intrinsic Value | |||||||||||||
| (in thousands) | (in years) | (in thousands) | ||||||||||||||
| Balance outstanding at December 31, 2023 | 60 | 19.45 | ||||||||||||||
| Forfeited or expired | (12 | ) | 48.14 | |||||||||||||
| Balance outstanding at December 29, 2024 | 48 | 12.05 | ||||||||||||||
| Forfeited or expired | — | - | ||||||||||||||
| Outstanding, exercisable, and vested at December 28, 2025 | 48 | $ | 12.05 | 0.69 | $ | — | ||||||||||
The intrinsic value for the stock options, based on the Company’s closing stock price of $6.42 per share at December 26, 2025, the last trading day of the Company’s current reporting period, was $0, which would have been received by the option holders had all option holders exercised their options as of that date.
options were exercised or granted during the years ended December 28, 2025 and December 29, 2024. As of December 28, 2025, there were unvested stock options.
Restricted Stock Units
The Company grants RSUs to employees with various vesting terms. RSUs entitle the holder to receive, at no cost, one common share for each restricted stock unit on the date vested. The Company withholds shares in settlement of employee tax withholding obligations on the vesting of restricted stock units.
As of December 28, 2025, there was approximately $3.0 million in unrecognized stock-based compensation expense related to RSUs. There was no unrecognized stock-based compensation related to PRSUs as of December 28, 2025. The remaining unrecognized stock-based compensation expense as of December 28, 2025 is expected to be recorded over a weighted average period of 1.44 years.
A roll forward summarizing RSU and PRSU activity and related weighted average grant date fair values is as follows:
| RSUs Outstanding | ||||||||
| Number of Shares | Weighted Average Grant Date Fair Value | |||||||
| (in thousands) | ||||||||
| Nonvested at December 31, 2023 | 589 | $ | 7.35 | |||||
| Granted | 635 | 9.57 | ||||||
| Vested | (532 | ) | 8.29 | |||||
| Forfeited | (93 | ) | 13.16 | |||||
| Nonvested at December 29, 2024 | 599 | 7.97 | ||||||
| Granted | 626 | 5.03 | ||||||
| Vested | (434 | ) | 7.64 | |||||
| Forfeited | (45 | ) | 8.25 | |||||
| Nonvested at December 28, 2025 | 746 | $ | 5.67 | |||||
2009 ESPP Stock Plan
The Company issued 63 thousand shares of common stock at an average price of $4.91 per share and 41 thousand shares of common stock at an average price of $7.65 per share to employees in the years ended December 28, 2025 and December 29, 2024, respectively.
The weighted average grant date fair value and the weighted-average assumptions used to estimate the fair value of ESPP option rights granted is as follows:
| Fiscal Years | ||||||||
| 2025 | 2024 | |||||||
| Expected life (months) | 5.9 | 5.9 | ||||||
| Risk-free interest rate | 4.12 | % | 4.71 | % | ||||
| Volatility | 83 | % | 64 | % | ||||
| Dividend yield | — | — | ||||||
| Weighted average fair value of ESPP options granted | $ | 2.29 | $ | 2.93 | ||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 27, 2026 | Showing above |
| 2024 | Mar 26, 2025 | |
| 2023 | Mar 28, 2023 | |
| 2022 | Mar 22, 2022 | |
| 2021 | Mar 23, 2021 | |
| 2019 | Mar 13, 2020 | |
| 2018 | Mar 15, 2019 | |
| 2017 | Mar 9, 2018 | |
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.