VF Corporation Annual report [Section 13 and 15(d), not S-K Item 405]

Annual report [Section 13 and 15(d), not S-K Item 405]

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

12 Months Ended

Mar. 28, 2026

Share-Based Payment Arrangement [Abstract]

Pursuant to the amended and restated 1996 Stock Compensation Plan approved by stockholders, VF is authorized to grant nonqualified stock options, restricted stock units (“RSUs”), stock units and restricted stock to officers, key employees and non-employee members of VF’s Board of Directors. Substantially all stock-based compensation awards are classified as equity awards, which are accounted for in stockholders’ equity in the Consolidated Balance Sheets. On a limited basis, cash-settled

stock appreciation rights and RSUs are granted to employees in certain international jurisdictions. These awards are accounted for as liabilities in the Consolidated Balance Sheets and remeasured to fair value each reporting period until the awards are settled. Compensation cost for all awards expected to vest is recognized over the shorter of the requisite service period or the vesting period, including accelerated recognition for retirement-eligible employees. Awards that do not vest are forfeited.

Total stock-based compensation cost and the associated income tax benefits recognized in the Consolidated Statements of Operations, on a continuing operations basis, were as follows:


	Year Ended March

(In thousands)	2026		2025		2024
Stock-based compensation cost	$	76,954	$	73,247	$	57,829
Income tax benefits	17,729		16,299		12,849

At the end of March 2026, there was $63.3 million of total unrecognized compensation cost, net of estimated forfeitures, related to all stock-based compensation arrangements that will be recognized over a weighted average period of 1.4 years.

At the end of March 2026, there were 29,096,405 shares available for future grants of stock options and stock awards under the 1996 Stock Compensation Plan. Shares for option exercises are issued from VF’s authorized but unissued Common Stock.


Stock Options

Stock options are granted with an exercise price equal to the fair market value of VF Common Stock on the date of grant. Employee stock options typically vest and become exercisable in equal annual installments over three years, and compensation cost is recognized ratably over the shorter of the requisite

service period or the vesting period. Stock options granted to non-employee members of VF’s Board of Directors vest upon grant and become exercisable one year from the date of grant. All options have ten-year terms. There were no options granted during the year ended March 2026.

The grant date fair value of each option award was calculated using a lattice option-pricing valuation model, which incorporated a range of assumptions for inputs as follows:

Year Ended March

2026 (a)

2025

2024

Expected volatility

N/A

37% to 53%

33% to 54%

Weighted average expected volatility

N/A

47%

42%

Expected term (in years)

N/A

5.5 to 7.3

5.9 to 7.8

Weighted average dividend yield

N/A

2.2%

3.7%

Risk-free interest rate

N/A

3.80% to 5.43%

3.80% to 5.50%

Weighted average fair value at date of grant

N/A

$5.31

$5.74

(a) Not applicable, as no options were granted during the year ended March 2026.

Expected volatility over the contractual term of an option was based on a combination of the implied volatility from publicly traded options on VF Common Stock and the historical volatility of VF Common Stock. The expected term represents the period of time over which vested options are expected to be outstanding before exercise. VF used historical data to estimate option exercise behaviors and to estimate the number of options that would vest. Groups of employees that have historically exhibited

similar option exercise behaviors were considered separately in estimating the expected term for each employee group. Dividend yield represents expected dividends on VF Common Stock for the contractual life of the options. Risk-free interest rates for the periods during the contractual life of the option were the implied yields at the date of grant from the U.S. Treasury zero coupon yield curve.

Stock option activity for the year ended March 2026 is summarized as follows:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (In thousands)
Outstanding, March 2025	17,080,438	$	32.80
Granted	—	—
Exercised	(536,970)	15.60
Forfeited/cancelled	(3,616,393)	54.38
Outstanding, March 2026	12,927,075	$	27.48	6.8	$	18,772
Exercisable, March 2026	8,288,760	$	34.63	6.2	$	7,619

The total fair value of stock options that vested during the years ended March 2026, 2025 and 2024 was $26.0 million, $22.9 million and $21.8 million, respectively. The total intrinsic value of stock options exercised during the years ended March 2026, 2025 and 2024, was $1.9 million, $0.9 million and $0.0 million, respectively.


Restricted Stock Units and Stock Units

During the year ended March 2026, VF granted 516,605 performance-based RSUs with a market condition to the Chief Executive Officer (“CEO”) that enables him to receive shares of VF Common Stock at the end of a performance cycle that goes through Fiscal 2028. Each performance-based RSU has a potential final payout of either zero or one share of VF Common Stock. The number of shares earned by the CEO, if any, is based on achievement of an operating income percentage for Fiscal 2028 and a VF stock price target during the performance period. The targets for both were set by the Talent and Compensation Committee of the Board of Directors. Shares will be issued to the CEO following the conclusion of the performance period, subject to completion of a one-year holding period. The grant date fair value of the award incorporated achievement of the stock price target using a Monte Carlo simulation technique that incorporates option-pricing model inputs and was $5.10 per share. The grant date fair value is being recognized over the service period so long as achievement of the operating income percentage target is probable.

During the year ended March 2026, VF granted 1,474,178 RSUs to executives that enable them to receive shares of VF Common Stock over a five-year vesting period. These units vest 25% on the second, third, fourth and fifth anniversaries of the grant date. The number of units paid for the portion of the RSUs that vest on the fifth anniversary of the grant date are subject to relative total shareholder return (“TSR”) targets set by the Talent and Compensation Committee of the Board of Directors, and will be paid in full or decreased to zero, based on how VF's TSR over the five-year period compares to the TSR for companies included in the Standard & Poor's 600 Consumer Discretionary Sector Index. The grant date fair value of the TSR-based adjustment related to the RSU grants was determined using a Monte Carlo simulation technique that incorporates option-pricing model inputs, and was $9.09 per share.

During Fiscal 2025 and 2024, VF granted performance-based RSUs that enable employees to receive shares of VF Common Stock at the end of a three-year performance cycle. Each performance-based RSU has a potential final payout ranging from zero to two and one-quarter shares of VF Common Stock. The number of shares earned by participants, if any, is based on

the achievement of financial targets and TSR targets set by the Talent and Compensation Committee of the Board of Directors. Shares are issued to participants in the year following the conclusion of each three-year performance period.

For performance-based RSUs granted in Fiscal 2025, the financial targets are based on the average, for the three years of the performance cycle, of the annual levels of achievement of VF's total revenue, weighted 50%, and the average, for the three years of the performance cycle, of the annual levels of achievement of VF's gross margin, weighted 50%. Furthermore, the actual number of shares earned may be adjusted upward or downward by 25% of the target award, based on how VF's TSR over the three-year period compares to the TSR for companies included in the Standard & Poor's 600 Consumer Discretionary Sector Index, resulting in a maximum payout of 225% of the target award. The grant date fair value of the TSR-based adjustment related to the performance-based RSU grants was determined using a Monte Carlo simulation technique that incorporates option-pricing model inputs, and was $2.05 per share.

For performance-based RSUs granted in Fiscal 2024, the financial targets include 50% weighting based on VF's revenue growth and 50% weighting based on VF's gross margin performance over the three-year period compared to financial targets. Furthermore, the actual number of shares earned may be adjusted upward or downward by 25% of the target award, based on how VF's TSR over the three-year period compares to the TSR for companies included in the Standard & Poor's 500 Consumer Discretionary Index, resulting in a maximum payout of 225% of the target award. The grant date fair value of the TSR-based adjustment related to the performance-based RSU grants was determined using a Monte Carlo simulation technique that incorporates option-pricing model inputs, and was $0.35 per share.

VF also grants nonperformance-based RSUs to employees as part of its stock compensation program and nonperformance-based stock units to non-employee members of the Board of Directors. Each nonperformance-based RSU or stock unit entitles the holder to one share of VF Common Stock. The

employee nonperformance-based RSUs generally vest over periods of up to four years from the date of grant. The stock units granted to non-employee members of the Board of Directors vest upon grant and are settled in shares of VF Common Stock one year from the date of grant, unless a director has elected to defer receipt of VF Common Stock.

Dividend equivalents on the RSUs and stock units accrue without compounding and are payable in additional shares of VF Common Stock when the RSUs vest or stock units are settled. Dividend equivalents are subject to the same risk of forfeiture as the RSUs.

RSU and stock unit activity for the year ended March 2026 is summarized as follows:


	Performance-based (a)			Nonperformance-based (b)
	Number Outstanding (c)	Weighted Average Grant Date Fair Value		Number Outstanding	Weighted Average Grant Date Fair Value
Outstanding, March 2025	2,401,772	$	19.60	6,011,850	$	18.70
Granted	885,143	6.76		5,967,873	12.74
Issued as Common Stock	—	—		(1,763,562)	20.91
Forfeited/cancelled	(213,153)	45.15		(862,869)	15.56
Outstanding, March 2026	3,073,762	$	14.13	9,353,292	$	14.77
Vested, March 2026	1,079,163	$	17.50	483,422	$	16.49

(a)Includes the portion of RSUs granted to executives in Fiscal 2026 that are subject to TSR targets, described in more detail above.

(b)Includes the portion of RSUs granted to executives in Fiscal 2026 that are not subject to TSR targets, described in more detail above.

(c)Reflects activity at target level of awards and has not been adjusted for performance and market conditions, except for awards issued during the period.

The weighted average fair value of performance-based RSUs granted during the year ended March 2026 was $6.76 based on the stock price target and TSR-based adjustment related to the RSU grants, as further described above. The weighted average fair value of performance-based RSUs granted during the years ended March 2025 and 2024 was $16.61 and $18.29 per share, respectively, based on the fair market value of the underlying VF Common Stock on each grant date. The total market value of awards outstanding at the end of March 2026 was $50.4 million. Awards earned and vested for the three-year performance period ended in March 2025 and distributed in early Fiscal 2026 totaled zero shares of VF Common Stock having a value of $0.0

million. Similarly, zero shares of VF Common Stock having a value of $0.0 million were earned for the performance period ended in March 2024 and distributed in early Fiscal 2025.

The weighted average fair value of nonperformance-based RSUs and stock units granted during the years ended March 2026, 2025 and 2024 was $12.74, $17.13 and $17.09 per share, respectively, which was equal to the fair market value of the underlying VF Common Stock on each grant date. The total market value of awards outstanding at the end of March 2026 was $153.4 million.


Restricted Stock

VF granted restricted shares of VF Common Stock to certain members of management. The fair value of the restricted shares, equal to the fair market value of VF Common Stock at the grant date, was recognized ratably over the vesting period. Restricted shares vested over periods of up to four years from

the date of grant. Dividends accumulated in the form of additional restricted shares and are subjected to the same risk of forfeiture as the restricted stock. There were no restricted shares granted in the year ended March 2026 and all restricted shares were vested in the year ended March 2026.

Restricted stock activity for the year ended March 2026 is summarized below:


	Nonvested Shares Outstanding	Weighted Average Grant Date Fair Value
Nonvested shares, March 2025	11,613	$	71.43
Granted	—	—
Dividend equivalents	—	—
Vested	(11,613)	71.43
Forfeited	—	—
Nonvested shares, March 2026	—	$	—

There were no nonvested shares of restricted stock at the end of March 2026. The market value of the shares that vested during the years ended March 2026, 2025 and 2024 was $0.1 million, $4.0 million and $4.7 million, respectively.