TELEDYNE TECHNOLOGIES INCTDY
TELEDYNE TECHNOLOGIES INC Stock Compensation Disclosure
Stockholders’ Equity
| Common stock and treasury stock activity: | Common Stock | Treasury Stock | |||||||||
Balance, December 31, 2023 | 47,331,845 | — | |||||||||
Acquired | — | 885,321 | |||||||||
| Issued | 101,043 | (159,045) | |||||||||
Balance, December 29, 2024 | 47,432,888 | 726,276 | |||||||||
| Acquired | — | 788,104 | |||||||||
| Issued | — | (275,111) | |||||||||
Forfeitures | (8,041) | — | |||||||||
Balance, December 28, 2025 | 47,424,847 | 1,239,269 | |||||||||
Shares issued from treasury stock include stock options exercised as well as shares issued under certain other compensation plans.
Treasury Stock
During 2025, the Company repurchased approximately 0.8 million shares for $400.0 million, with a weighted average price of $507.52 per share. All of the Company’s 2025 share repurchases were settled between October 2025 and December 2025. During 2024, the Company repurchased approximately 0.9 million shares for $354.0 million, with a weighted average price of $399.78 per share. All of the Company’s 2024 share repurchases were settled between April 2024 and October 2024.
Stock Options
The Company recorded $8.9 million, $12.3 million, and $12.4 million for stock option expense for 2025, 2024 and 2023, respectively. The Company issues shares of common stock upon the exercise of stock options.
During 2025 and 2024, the amount of cash received from the exercise of stock options was $48.8 million and $37.9 million, respectively. The total pretax intrinsic value of options exercised during 2025 and 2024 (which is the amount by which the stock price exceeded the exercise price of the options on the date of exercise) was $73.7 million and 72.4 million, respectively. At December 28, 2025, the intrinsic value of stock options outstanding was $199.9 million and the intrinsic value of stock options exercisable was $194.1 million.
At December 28, 2025, there was $10.5 million of total unrecognized compensation cost related to non-vested stock option awards which is expected to be recognized over a weighted average period of 2.0 years. This amount can be impacted by employee retirements or terminations.
Stock option valuation assumptions: | 2025 | ||||
| Expected dividend yield | n/a | ||||
| Expected volatility | 30.6% | ||||
| Risk-free interest rate | 3.96% - 4.08% | ||||
| Expected life in years | 6.3 | ||||
The Company did not grant stock options in 2023. Based on the assumptions used in the valuation of stock options, the grant date weighted average fair value of stock options granted in 2025 and 2024 was $181.72 and $171.20, respectively.
Stock option transactions for Teledyne’s stock option plans are summarized as follows:
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Shares | Weighted Average Exercise Price | Shares | Weighted Average Exercise Price | Shares | Weighted Average Exercise Price | ||||||||||||||||||||||||||||||
| Beginning balance | 1,135,749 | $ | 278.34 | 1,337,972 | $ | 249.76 | 1,726,731 | $ | 223.43 | ||||||||||||||||||||||||||
| Granted | 67,722 | $ | 467.63 | 67,003 | $ | 441.98 | — | $ | — | ||||||||||||||||||||||||||
| Exercised | (235,248) | $ | 207.23 | (244,130) | $ | 155.26 | (372,739) | $ | 121.73 | ||||||||||||||||||||||||||
| Canceled or expired | (21,441) | $ | 418.75 | (25,096) | $ | 388.82 | (16,020) | $ | 389.85 | ||||||||||||||||||||||||||
| Ending balance | 946,782 | $ | 306.37 | 1,135,749 | $ | 278.34 | 1,337,972 | $ | 249.76 | ||||||||||||||||||||||||||
| Options exercisable at end of period | 850,857 | $ | 289.23 | 1,032,102 | $ | 264.98 | 1,190,838 | $ | 232.10 | ||||||||||||||||||||||||||
The following table provides certain information with respect to stock options outstanding and stock options exercisable at December 28, 2025, under the stock option plans.
| Stock Options Outstanding | Stock Options Exercisable | ||||||||||||||||||||||||||||
| Range of Exercise Prices | Shares | Weighted Average Exercise Price | Remaining life in years | Shares | Weighted Average Exercise Price | ||||||||||||||||||||||||
$40.70-$99.99 | 9,290 | $ | 78.40 | 0.1 | 9,290 | $ | 78.40 | ||||||||||||||||||||||
$100.00-$199.99 | 239,913 | $ | 156.67 | 1.6 | 239,913 | $ | 156.67 | ||||||||||||||||||||||
$200.00-$299.99 | 181,345 | $ | 217.60 | 3.1 | 181,345 | $ | 217.60 | ||||||||||||||||||||||
$300.00-$399.99 | 252,295 | $ | 373.56 | 5.2 | 252,295 | $ | 373.56 | ||||||||||||||||||||||
$400.00-$499.99 | 259,279 | $ | 445.29 | 6.9 | 168,014 | $ | 440.84 | ||||||||||||||||||||||
$500.00 and over | 4,660 | $ | 555.95 | 9.6 | — | $ | — | ||||||||||||||||||||||
| 946,782 | $ | 306.37 | 4.3 | 850,857 | $ | 289.23 | |||||||||||||||||||||||
Restricted Stock
The following table shows restricted stock award activity:
| Employee Time-Based Restricted Stock Units | Employee Performance-Based Restricted Stock Awards | Non-Employee Directors Restricted Stock Units | |||||||||||||||||||||||||||||||||
| Restricted Stock: | Shares | Weighted average fair value per share | Shares | Weighted average fair value per share | Shares | Weighted average fair value per share | |||||||||||||||||||||||||||||
Balance, January 1, 2023 | 117,472 | $ | 372.51 | 39,401 | $ | 386.76 | 9,522 | $ | 345.57 | ||||||||||||||||||||||||||
| Granted | 2,316 | $ | 418.20 | 14,139 | $ | 361.08 | 4,190 | $ | 404.92 | ||||||||||||||||||||||||||
| Vested | (39,705) | $ | 376.99 | (9,106) | $ | 360.33 | (1,880) | $ | 451.16 | ||||||||||||||||||||||||||
| Forfeited/Canceled | (10,644) | $ | 369.60 | (2,616) | $ | 346.08 | — | $ | — | ||||||||||||||||||||||||||
Balance, December 31, 2023 | 69,439 | $ | 371.90 | 41,818 | $ | 357.43 | 11,832 | $ | 349.81 | ||||||||||||||||||||||||||
| Granted | 70,341 | $ | 441.86 | 19,103 | $ | 397.78 | 4,680 | $ | 362.50 | ||||||||||||||||||||||||||
| Vested | (38,198) | $ | 378.01 | (7,692) | $ | 334.92 | (2,095) | $ | 404.92 | ||||||||||||||||||||||||||
| Forfeited/Canceled | (7,986) | $ | 399.90 | (898) | $ | 334.92 | — | $ | — | ||||||||||||||||||||||||||
Balance, December 29, 2024 | 93,596 | $ | 419.76 | 52,331 | $ | 375.86 | 14,417 | $ | 345.92 | ||||||||||||||||||||||||||
| Granted | 74,693 | $ | 464.48 | 17,688 | $ | 437.17 | 4,395 | $ | 448.52 | ||||||||||||||||||||||||||
| Vested | (44,833) | $ | 400.45 | (15,397) | $ | 364.71 | (3,376) | $ | 334.05 | ||||||||||||||||||||||||||
| Forfeited/Canceled | (10,666) | $ | 432.56 | (9,121) | $ | 389.81 | — | $ | — | ||||||||||||||||||||||||||
Balance, December 28, 2025 | 112,790 | $ | 455.87 | 45,501 | $ | 400.67 | 15,436 | $ | 377.73 | ||||||||||||||||||||||||||
Employee Time-based Restricted Stock Units
The Company recorded $22.9 million, $15.6 million and $14.2 million in compensation expense related to restricted stock units to employees for fiscal years 2025, 2024 and 2023, respectively. At December 28, 2025, there was $35.3 million of total estimated unrecognized compensation cost related to non-vested awards, which is expected to be recognized over a weighted average period of approximately 2.0 years. This amount can be impacted by employee retirements or terminations.
Employee Performance-based Restricted Stock Awards
Under Teledyne’s restricted stock award program, key officers and executives receive a grant of stock equal to a specified percentage of the participant’s annual base salary at the date of grant. The restricted stock is subject to transfer and forfeiture restrictions during an applicable “restricted period”. The restrictions have both time-based and performance-based components. The restricted period expires (and the restrictions lapse) on the third anniversary of the date of grant, subject to the achievement of stated performance objectives over a specified three-year performance period. If employment is terminated (other than by death, retirement or disability) during the restricted period, the stock grant is forfeited.
The estimated expense for restricted stock awards with both time-based and performance-based components to employees is based on a lattice-based simulation which takes into consideration several factors, including volatility, risk free interest rates and the correlation of Teledyne’s stock price with the comparator, which has been the S&P 500 Index for awards granted since 2021. The Company recorded $6.8 million, $6.6 million and $5.2 million in compensation expense related to restricted stock awards to employees for fiscal years 2025, 2024 and 2023, respectively. At December 28, 2025, there was $7.7 million of total estimated unrecognized compensation cost related to non-vested awards which is expected to be recognized over a weighted average period of approximately 1.4 years.
Non-Employee Directors Restricted Stock
Non-employee directors each received restricted stock units valued at $210,000 in 2025 and $170,000 in 2024 and 2023 or valued at half the amount for a person who becomes a director for the first time after the date of the Annual Meeting. The restricted stock units generally vest one year following the date of grant and are settled in shares of common stock on the date of vesting unless a director has elected to defer settlement of the award until his or her separation from Board service. The annual expense related to non-employee director’s restricted stock units was $2.0 million for 2025 and $1.7 million for both 2024 and 2023, with an immaterial amount of unrecognized compensation cost that will be recognized over the first half of 2026.
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.