DEF 14A of Apple Inc., Jan 8, 2026

DEF 14A of Apple Inc.

Filed Jan 8, 2026 · FY20250001308179-26-000008

Open on EDGAR

  1. Directors

    Directors

  2. Directors

    | | | | Board Composition and Evaluation of Candidates | 24 | | Nominees for Election | 25 | | Compensation of Directors | 31 |

  3. Directors

    | 2026 Proxy Statement | 23 |

  4. Directors

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  5. Board Composition and Evaluation of Candidates

    Board Composition and Evaluation of Candidates

  6. Board Composition

    Board Composition Apple’s Board consists of a highly qualified group of leaders from a broad range of fields and backgrounds. All of our directors have senior leadership experience at large domestic or multinational companies. In these positions, they have gained significant and varied management experience, including in the areas of strategic and financial planning, public company financial reporting, compliance, risk management, and leadership development. They also have in-depth experience serving at public companies as executive officers, or on boards of directors and board committees, and a robust understanding of corporate governance practices and trends. In addition, many of our directors have experience as directors or trustees of significant public policy, academic, research, non-profit, and philanthropic institutions, and bring the benefit of these perspectives to the Board. The Board and the Nominating Committee believe the skills and experiences of our directors provide Apple with business acumen and a broad range of perspectives to effectively address Apple’s evolving needs, oversee senior management in the competent and ethical operation of Apple, and represent the best interests of Apple’s shareholders.

  7. Evaluation of Candidates

    Evaluation of Candidates The Board regularly evaluates its composition in the context of Apple’s long-term strategic goals. When considering candidates for election, the Board assesses each nominee’s skills, backgrounds, experiences, and contributions in light of the Board’s and the Company’s evolving needs. Over the past four years, the Board has added three new members, representing over one-third of its membership, and two other, long-serving members retired. In the context of this year’s Annual Meeting nominations, the Board determined that it would be in the best interests of Apple and its shareholders to ask Art Levinson, the Chair of the Board, and Ron Sugar, the Chair of the Audit Committee, to stand for re-election, and to waive for each of them its guideline under which directors generally may not stand for re-election after attaining age 75. In making this determination, the Board considered several factors, including the significant experience and expertise that each of Dr. Levinson and Dr. Sugar brings to the Board, their deep insight into the Company’s business and operations, and their individual contributions as highly engaged members of the Board. The Board also considered the benefits of continuity among the Board’s leadership positions. Our Corporate Governance Guidelines require an annual review by the Nominating Committee of each director’s various time commitments, including their primary occupation, service on other public company boards and board committees, leadership positions on other boards, as well as service with private company boards and non-profit organizations. Following its review in November 2025, the Nominating Committee determined that, in its view, no director currently has time commitments that would prevent them from properly discharging their duties as directors. The Nominating Committee has evaluated and recommended to the full Board each of the nominees named in this Proxy Statement for election to the Board.

  8. Evaluation of Candidates

    | 24 | 2026 Proxy Statement |

  9. Evaluation of Candidates

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  10. Nominee Selection Process

    Nominee Selection Process The Nominating Committee oversees board succession planning and recruitment of potential candidates. The Nominating Committee considers candidates who are recommended by the Committee’s members, other Board members, shareholders, and management, as well as those identified by third-party search firms retained to assist in identifying and evaluating possible candidates. In evaluating potential nominees to the Board, the Nominating Committee considers, among other things: independence, character, ability to exercise sound judgment, demonstrated leadership, ability and willingness to commit sufficient time to the Board, and relevant skills, backgrounds, and experiences in the context of the evolving needs and overall composition of the Board. The Nominating Committee is committed to including individuals with a broad range of skills, backgrounds, and experiences in the pool of candidates from which nominees to the Board are selected. The Nominating Committee evaluates candidates recommended by shareholders using the same criteria it applies to evaluate other candidates. Shareholders who wish to recommend a director candidate should submit the candidate’s name and background information in writing to our Secretary at One Apple Park Way, MS: 927-4GC, Cupertino, CA 95014 USA. In addition, the proxy access provisions in our bylaws provide that a shareholder, or a group of up to 20 shareholders, owning at least 3% of our outstanding shares continuously for at least three years, may nominate director nominees constituting up to 20% of Apple’s Board for inclusion in our proxy statement. Nominating shareholders and nominees must satisfy the requirements set forth in our bylaws, which can be found at investor.apple.com/leadership-and-governance. Any notice of director nomination submitted to Apple other than through proxy access must include the additional information required by Rule 14a-19(b) under the Exchange Act.

  11. Nominees for Election

    Nominees for Election The matrix on the following page highlights the mix of key skills and experiences of the nominees that, among other factors, led the Board and the Nominating Committee to recommend these nominees for election to the Board. The matrix is intended to depict notable areas of focus for each director based on the current composition of the Board, and not having a mark does not mean that a particular director does not possess that qualification or skill. Nominees have developed competencies in these skills through education, direct experience, and oversight responsibilities. The Nominating Committee assesses the directors’ mix of skills on an annual basis. Additional biographical information on each nominee is set out starting on page 27.

  12. Nominees for Election

    | 2026 Proxy Statement | 25 |

  13. Nominees for Election

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  14. Nominee Skills

    Nominee Skills

  15. Nominee Skills

    | | Levinson | Cook | Austin | Gorsky | Jung | Lozano | Sugar | Wagner | | | | | | | | | | | | Core | | | | | | | | | | Leadership Experience serving in a significant leadership position, including as a chief executive officer, chief financial officer, or other senior leadership role, equips directors with valuable insight into organizational behavior and processes and a deep understanding of the various aspects of modern organizations, including strategic planning, financial reporting, compliance, values, and culture. | | | | | | | | | | Corporate Governance Experience on public company boards promotes an understanding of the dynamics and operation of a corporate board and its relationship with the chief executive officer and other senior management, as well as deep knowledge of corporate governance practices and policies and an appreciation of how they can impact Apple. | | | | | | | | | | Risk Management Experience identifying, managing, or mitigating risks develops a director’s ability to effectively oversee Apple’s risk management. | | | | | | | | | | Financial Knowledge of financial markets, financing, and financial reporting processes helps our directors understand and oversee our financial position, results of operations, and related financial reporting, as well as our broader financing activities and capital structure. | | | | | | | | | | Strategic | | | | | | | | | | People and Culture Because Apple operates in a competitive talent market, directors with experience managing people and teams, including recruitment, retention, development, compensation, and incentivization of key talent, provide strategic value in overseeing these areas and in determining compensation for our CEO and other senior leaders. | | | | | | | | | | Global Business and Operations Experience in global business and operations, including exposure to global business cultures, consumer preferences, and economic, regulatory, and political conditions, helps directors oversee Apple’s global footprint and complex supply chain. | | | | | | | | | | Innovation and Technology Directors with an understanding of innovation and technology, through experience in technology-related businesses or driving scientific innovation, are strategically equipped to oversee Apple’s innovation-focused product and services roadmap. | | | | | | | | | | Brand and Marketing Experience with the marketing and branding of products, building brand awareness, and enhancing corporate reputation can help directors successfully guide and advise management and oversee related efforts. | | | | | | | | | | Privacy and Security At Apple, we believe privacy is a fundamental human right. Directors with experience in information security, data privacy, and cybersecurity are uniquely qualified to oversee our product and services roadmap, as well as privacy and cybersecurity risks. | | | | | | | | | | Public Policy and Government Experience in government relations, regulatory matters, or regulated industries provides a valuable perspective as Apple operates in an increasingly regulated global environment. | | | | | | | | | | Environment and Climate At Apple, we believe business can and should be a force for good. Directors with experience leading efforts to mitigate environmental impacts are well qualified to oversee our environmental programs and product development. | | | | | | | | |

  16. Nominee Skills

    | 26 | 2026 Proxy Statement |

  17. Nominee Skills

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  18. Nominee Skills

    | Art Levinson Chair of the Board Director since 2000 People and Compensation Committee | Key Skills and Qualifications Art Levinson brings to the Board executive leadership experience, including through his service as a chairman and chief executive officer of a large international public company, along with extensive financial expertise and brand marketing experience. Through his experiences at biotechnology and pharmaceutical companies, he also brings significant expertise in the health sector and technology and innovation. Career Highlights Dr. Levinson, 75, has served as the Chief Executive Officer of Calico, a company focused on health, aging, and well-being, since September 2013. Dr. Levinson previously served as Chief Executive Officer of Genentech, Inc., a medical drug developer, from July 1995 to April 2009, and served as Genentech’s Chairman from September 1999 to September 2014. Dr. Levinson also serves on the Board of Directors of the Broad Institute of MIT and Harvard and on the Board of Scientific Consultants at the Memorial Sloan Kettering Cancer Center. Dr. Levinson was awarded the National Medal of Technology and Innovation, the nation’s highest honor for achievement and leadership in advancing the fields of science and technology, and the Biotechnology Heritage Award from the Biotechnology Industry Organization and the Chemical Heritage Foundation. Dr. Levinson has been inducted into the Biotech Hall of Fame. Other Public Company Boards: None | | Tim Cook Chief Executive Officer Director since 2011 | Key Skills and Qualifications Tim Cook brings to the Board extensive executive leadership experience in the technology industry, including the management of worldwide operations, sales, service, and support. Career Highlights Mr. Cook, 65, has served as Apple’s Chief Executive Officer since 2011, having previously served as Apple’s Chief Operating Officer from October 2005. Mr. Cook joined Apple in March 1998 and served as Executive Vice President, Worldwide Sales and Operations from February 2002 to October 2005. From October 2000 to February 2002, Mr. Cook served as Senior Vice President, Worldwide Operations, Sales, Service and Support. From March 1998 to October 2000, Mr. Cook served as Senior Vice President, Worldwide Operations. Mr. Cook serves on the Board of Directors of The National Football Foundation & College Hall of Fame, Inc., the Board of Trustees of Duke University, and on the Leadership Council for the Malala Fund, an international non-profit organization that advocates for girls’ education. Other Public Company Boards: Current: NIKE, Inc. |

  19. Nominee Skills

    | 2026 Proxy Statement | 27 |

  20. Nominee Skills

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  21. Nominee Skills

    | Wanda Austin Director since 2024 Audit Committee | Key Skills and Qualifications Wanda Austin brings to the Board executive leadership experience through her service as president and chief executive officer of a large research and development organization, significant expertise in advanced technology and innovation, experience with environment, cybersecurity, and public policy, and a global business perspective from her service on other boards. Career Highlights Dr. Austin, 71, is the retired President and Chief Executive Officer of The Aerospace Corporation, an independent, non-profit organization performing objective technical analyses and assessments for a variety of government, civil, and commercial customers, operating the only federally funded research and development center committed exclusively to the space enterprise. Dr. Austin served in this role from January 2008 until October 2016. Dr. Austin joined The Aerospace Corporation in 1979, serving in various positions of increasing responsibility. Dr. Austin is also a Member of the National Academy of Engineering and is a co-founder of MakingSpace, Inc., a leadership and science, technology, engineering, and mathematics (STEM) consulting firm. Dr. Austin was the Interim President of the University of Southern California from 2018 to 2019 and has served on the American Energy Innovation Council since 2017. Dr. Austin also served on the Defense Policy Board from 2017 to 2019, the President’s Council of Advisors on Science and Technology from 2015 to 2017, the Defense Science Board from 2009 to 2017, and the NASA Advisory Council from 2005 to 2007 and 2014 to 2016. Other Public Company Boards: Current: Amgen Inc.; Chevron Corporation Within Last Five Years: Virgin Galactic Holdings, Inc. | | Alex Gorsky Director since 2021 Nominating Committee People and Compensation Committee | Key Skills and Qualifications Alex Gorsky brings to the Board executive leadership experience, as well as brand marketing expertise and extensive experience in the fields of health and technology through his service as a chairman and chief executive officer of a large international public company. Career Highlights Mr. Gorsky, 65, is the retired Chief Executive Officer and Executive Chairman of Johnson & Johnson, a global healthcare products company. Mr. Gorsky served as Executive Chairman from January 2022 to January 2023, having previously served as CEO from April 2012 and Chair of the Board from December 2012. Mr. Gorsky joined Johnson & Johnson in 1988, serving in various positions of increasing responsibility. In 2004, Mr. Gorsky left Johnson & Johnson to join Novartis Pharmaceuticals Corporation, where he served as head of its pharmaceutical business in North America, before returning to Johnson & Johnson in 2008. Mr. Gorsky is the co-founder of Alderline Group and a General Partner at ICONIQ Capital. Mr. Gorsky serves on the boards of the Travis Manion Foundation, a non-profit organization that empowers veterans to develop character in future generations, and The Cleveland Clinic. Mr. Gorsky also serves on the Board of Advisors at the Wharton School. Mr. Gorsky is the recipient of the Robert F. Kennedy Human Rights Ripple of Hope Award, and the Prix Galien Roy Vagelos Pro Bono Humanum Award. Other Public Company Boards: Current: International Business Machines Corporation; JPMorgan Chase & Co. Within Last Five Years: Johnson & Johnson |

  22. Nominee Skills

    | 28 | 2026 Proxy Statement |

  23. Nominee Skills

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  24. Nominee Skills

    | Andrea Jung Director since 2008 Nominating Committee People and Compensation Committee (Chair) | Key Skills and Qualifications Andrea Jung brings to the Board executive leadership experience, a global business perspective, and extensive brand marketing and consumer products experience, including through her service as a chair and chief executive officer of a large international public company and her service on other boards. Career Highlights Ms. Jung, 67, has served as the President and Chief Executive Officer and a member of the Board of Grameen America LLC, a non-profit microfinance organization helping women who live in poverty build small businesses, since April 2014. Ms. Jung previously served as Executive Chairman of Avon Products, Inc., a personal care products company, from April 2012 to December 2012, and as Chairman of the Board of Avon from September 2001 to April 2012. Ms. Jung served as Chief Executive Officer of Avon from November 1999 to April 2012, and served as a member of Avon’s Board from January 1998 to December 2012. Ms. Jung also serves on the Board of Rockefeller Capital Management. Other Public Company Boards: Current: Wayfair Inc. Within Last Five Years: Unilever PLC | | Monica Lozano Director since 2021 Audit Committee | Key Skills and Qualifications Monica Lozano brings to the Board executive leadership experience, and experience in operations, strategic planning, media and marketing, including through her service as a board chair and chief executive officer, and a global business perspective from her service on other boards. Career Highlights Ms. Lozano, 69, is the retired President and Chief Executive Officer of the College Futures Foundation, a charitable foundation working to increase the rate of college graduation for low-income California students. Ms. Lozano served in this role from December 2017 to August 2022. Ms. Lozano also co-founded The Aspen Institute Latinos and Society Program and served as Chair of its Advisory Board from January 2015 to October 2019. Her career in media spanned more than 30 years, including as Chair of the Board of Directors of U.S. Hispanic Media, Inc., the parent company of ImpreMedia, a national Hispanic news and information company, from June 2014 to January 2016, and as Chair of ImpreMedia from July 2012 to January 2016 and Chief Executive Officer from May 2010 to May 2014. She also served as Publisher of La Opinión from 2004 to May 2014 and Chief Executive Officer from 2004 to July 2012. Ms. Lozano serves on the Board of the Weingart Foundation, a private grantmaking foundation advancing racial, social, and economic justice in Southern California, and is a Member of the American Academy of Arts and Sciences. Other Public Company Boards: Current: Bank of America Corporation; Target Corporation |

  25. Nominee Skills

    | 2026 Proxy Statement | 29 |

  26. Nominee Skills

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  27. Nominee Skills

    | Ron Sugar Director since 2010 Audit Committee (Chair) | Key Skills and Qualifications Ron Sugar brings to the Board executive leadership experience as a chairman and chief executive officer of a large international public company, financial expertise as a former chief financial officer, experience in worldwide operations, understanding of advanced technology, experience with government relations and public policy, and a global business perspective from his tenure at global companies and his service on other boards. Career Highlights Dr. Sugar, 77, is the retired Chairman and Chief Executive Officer of Northrop Grumman Corporation, a global security company. Dr. Sugar served in this role from April 2003 to June 2010 and served as President and Chief Operating Officer from 2001 to 2003. Before joining Northrop Grumman, he held executive positions at Litton Industries and TRW Inc., where he served as Chief Financial Officer. Dr. Sugar serves on the Board of Trustees of the University of Southern California and on the Board of the Los Angeles Philharmonic Association. Dr. Sugar was elected as a member of the National Academy of Engineering for major contributions to advanced space communication systems and leadership in aerospace innovation. Other Public Company Boards: Current: Uber Technologies, Inc. Within Last Five Years: Amgen Inc.; Chevron Corporation | | Sue Wagner Director since 2014 Audit Committee Nominating Committee (Chair) | Key Skills and Qualifications Sue Wagner brings to the Board operational experience and a global business perspective, including through her service as chief operating officer of a large multinational public company, as well as her service on other boards. Ms. Wagner also brings extensive financial expertise and experience in the highly regulated financial services industry. Career Highlights Ms. Wagner, 64, is a co-founder of BlackRock, Inc., an asset management company. Ms. Wagner served as BlackRock’s Vice Chair from January 2006 until her retirement in July 2012, and also served as a member of BlackRock’s Global Executive Committee and Global Operating Committee. During her tenure at BlackRock, Ms. Wagner served as BlackRock’s Chief Operating Officer and Head of Corporate Strategy, and led the alternative investments and international client businesses. Ms. Wagner also serves on the Board of Directors of Color Health, Inc., a privately held health technology company. Other Public Company Boards: Current: BlackRock, Inc.; Samsara Inc. Within Last Five Years: Swiss Re Ltd. |

  28. Nominee Skills

    | 30 | 2026 Proxy Statement |

  29. Nominee Skills

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  30. Compensation of Directors

    Compensation of Directors Members of the Board who are not Apple employees (“Non-Employee Directors”) receive compensation for their service on the Board. As an Apple employee, Mr. Cook, our CEO, does not receive compensation for his service on the Board. The People and Compensation Committee annually reviews the total compensation of our Non-Employee Directors and each element of our Non-Employee Director compensation program. As part of this process, the People and Compensation Committee evaluates market data provided by its independent compensation consultant, Pay Governance LLC (“Pay Governance”), and makes a recommendation to the Board. The Board determines the form and amount of Non-Employee Director compensation after reviewing the People and Compensation Committee’s recommendation. The Apple Inc. Non-Employee Director Stock Plan (the “Director Plan”) has an annual limit of $1.5 million for all compensation paid or granted to a Non-Employee Director for service on the Board.

  31. Director Compensation—2025

    Director Compensation—2025 The following table shows information regarding the compensation earned or paid during 2025 to Non-Employee Directors who served on the Board during the year. Mr. Cook’s compensation is shown in the table entitled “Summary Compensation Table—2025, 2024, and 2023” and the related tables under the section entitled “Executive Compensation.”

  32. Director Compensation—2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Wanda Austin | 100,000 | 310,035 | 2,815 | 412,850 | | Alex Gorsky | 100,000 | 310,035 | 6,457 | 416,492 | | Andrea Jung | 140,000 | 310,035 | 7,985 | 458,020 | | Art Levinson | 275,000 | 274,956 | 7,275 | 557,231 | | Monica Lozano | 100,000(3) | 310,035 | 2,921 | 412,956 | | Ron Sugar | 145,000 | 310,035 | 16,248 | 471,283 | | Sue Wagner | 135,000 | 310,035 | 338 | 445,373 |

  33. Director Compensation—2025

    | (1) In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of RSUs granted to Non-Employee Directors during 2025, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”). The grant date fair value for RSUs is measured based on the closing price of Apple’s common stock on the date of grant. Each Non-Employee Director serving on the Board on February 25, 2025, received an Annual Director Award with a grant date fair value for each RSU of $247.04. Dr. Levinson received an Annual Director Award of 1,113 RSUs and each other Non-Employee Director received an Annual Director Award of 1,255 RSUs. As of September 27, 2025, Dr. Levinson held 1,113 unvested RSUs and each other Non-Employee Director held 1,255 unvested RSUs. | | (2) The amounts shown reflect the value of one or more products received under the Board’s equipment program during the fiscal year. The amounts also include matching charitable contributions under Apple’s matching gifts program of $10,000 for Dr. Sugar and $5,479 for Ms. Jung. | | (3) Ms. Lozano deferred $750.00 of her 2025 fees into the Deferred Compensation Plan in 2025. |

  34. Director Compensation—2025

    | 32 | 2026 Proxy Statement |

  35. Director Compensation—2025

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  36. Compensation Discussion and Analysis

    The compensation paid to our named executive officers in 2025 reflects their contributions to Apple’s success and continues to demonstrate alignment with Apple’s strong financial results and the interests of our shareholders. The vast majority of our named executive officers’ compensation is at-risk and delivered through short-term cash incentives and long-term equity awards. The performance-based RSU awards that vested in 2025 reflect Apple’s strong stock price performance for the period from the start of 2022 through the end of 2024. Apple’s total shareholder return relative to other companies in the S&P 500 (“Relative TSR”) was at the 81.20th percentile for this performance period. As a result, in 2025, our named executive officers with performance-based RSUs granted in 2022 vested in 187% of the target performance-based RSUs. We also reported net sales of $416.2 billion and operating income results of $133.1 billion for 2025, resulting in a maximum payout for each of our named executive officers under the Apple Inc. Executive Cash Incentive Plan (the “Cash Incentive Plan”).

  37. Executive Compensation Policies and Practices

    | Prohibition on hedging, pledging, and short sales | We prohibit short sales, transactions in derivatives, hedging, and pledging of Apple securities by our named executive officers. | | Stock ownership guidelines | We have robust stock ownership guidelines for our named executive officers, including a ten times annual base salary requirement for our CEO. | | Compensation recoupment policies | We have a policy for the recovery of any erroneously awarded performance-based incentive compensation, as required under Section 10D-1 of the Exchange Act and Nasdaq listing standards. In addition, we maintain a discretionary recoupment policy applicable to our named executive officers and our broader executive team that allows for recovery of annual cash incentives, time and performance-based equity awards, or other amounts that may be paid with respect to awards in certain events, including for certain acts of misconduct by our named executive officers. | | No repricing | We do not allow repricing of stock options without shareholder approval. | | Limited perquisites | We provide limited perquisites to our named executive officers. For example, for security and efficiency purposes, Mr. Cook is provided personal security protection and is required by the Board to use private aircraft for all business and personal travel. | | No tax gross-ups on perquisites | We do not provide tax gross-ups for the limited perquisites provided to our named executive officers. | | No change of control payments | We do not provide change of control payments or gross-ups of related excise taxes. | | Vesting requirements for dividend equivalents | Dividend equivalents will not be paid unless and until the vesting and performance conditions for the underlying equity award are met. | | At-will employment | Our named executive officers do not have employment contracts and are employed at will. | | No pension or other supplemental benefits | We do not provide pension, supplemental executive health, or insurance benefits. | | Annual compensation risk assessment | The People and Compensation Committee oversees an annual risk assessment of our compensation program. | | Independent compensation consultant | The People and Compensation Committee directly retains an independent compensation consultant that performs no services for Apple other than services for the People and Compensation Committee. |

  38. Emphasis on Long-Term Equity Awards

    Emphasis on Long-Term Equity Awards We emphasize long-term performance, retention, and alignment between the interests of our named executive officers and those of our shareholders by allocating a significant portion of our named executive officers’ compensation to long-term equity awards. Performance-based RSUs reward long-term TSR out-performance relative to other companies. Time-based RSUs are also an important component of long-term equity awards because they promote stability and retention of our exceptional leadership team while vesting over a longer time frame of approximately 4.5 years.

  39. People and Compensation Committee Considerations When Setting Executive Compensation

    | ● | Managing Apple for the long term | | ● | Aligning pay with performance | | ● | Retaining exceptional, values-driven leaders | | ● | Considering shareholder interests and feedback | | ● | Maintaining Apple’s unique team-based approach |

  40. Executive Compensation Decision-Making Process

    Executive Compensation Decision-Making Process Establishing appropriate compensation and incentive opportunities for our named executive officers is a core responsibility of the People and Compensation Committee. The People and Compensation Committee consists entirely of independent directors who review and approve the compensation and incentives of Apple’s named executive officers each year. It also administers Apple’s employee stock plans. The People and Compensation Committee may delegate its authority under its charter to Apple’s officers or employees, or any of its individual members, except to the extent otherwise prohibited by SEC or Nasdaq rules, or other applicable laws. The People and Compensation Committee’s authority to grant discretionary equity awards under our employee stock plans or to take any other action with respect to equity awards (other than the performance of ministerial duties) may not be delegated to Apple’s management or others.

  41. The Role of the Compensation Consultant

    The Role of the Compensation Consultant The People and Compensation Committee selects and retains the services of its own independent compensation consultant and annually reviews the consultant’s performance. As part of the review process, the People and Compensation Committee considers the independence of the consultant in accordance with SEC and Nasdaq rules. During 2025, the People and Compensation Committee’s independent compensation consultant, Pay Governance, provided no services to Apple other than services for the People and Compensation Committee and worked with Apple’s management, as directed by the People and Compensation Committee, only on matters for which the People and Compensation Committee is responsible. At the People and Compensation Committee’s request, Pay Governance regularly attends the People and Compensation Committee meetings. Pay Governance also communicates with the members of the People and Compensation Committee outside committee meetings regarding matters related to the People and Compensation Committee’s responsibilities. In 2025, the People and Compensation Committee generally sought input from Pay Governance on Apple’s compensation programs, including: external market factors; shareholder engagement; overall compensation program design; evolving compensation trends; appropriate market reference points; and market compensation data. Pay Governance also consulted with the People and Compensation Committee regarding the amount and form of compensation for our CEO and other named executive officers.

  42. Role of Peer Groups

    Role of Peer Groups The People and Compensation Committee reviews and approves the composition of a primary peer group each year to serve as the market reference point for compensation opportunity comparison purposes, to inform its decision-making process, and to set total target compensation levels that it believes are competitive and commensurate with Apple’s relative size, scope, and success. Apple remains significantly larger than most other companies with $416.2 billion in revenue for 2025 and market capitalization of $3.8 trillion, as of the last trading day of 2025. This was approximately seven times the market capitalization and five times the revenue of the median peer companies in our 2025 peer group, which were $512.7 billion for market capitalization and $77.2 billion for revenue, respectively.

  43. Role of Peer Groups

    | Market Capitalization | Revenue | | | |

  44. Role of Peer Groups

    | Market capitalization for our primary peers is the amount reported by Bloomberg L.P. as of September 26, 2025, the last trading day of 2025. Revenue is based on the trailing 12 months’ revenue for Apple and each of our primary peers ending closest to our 2025 fiscal year-end. |

  45. Role of Peer Groups

    Our primary peer group consists of large U.S.-based, stand-alone, publicly traded companies in the technology, media, and internet services industries that, in the People and Compensation Committee’s view, compete with Apple for executive talent. Commensurate with Apple’s size and scope, the People and Compensation Committee reviews Mr. Cook’s total target compensation against the annualized total target CEO pay of our primary peer group, focusing on the 80th to 90th percentiles of peer CEO pay when setting Mr. Cook’s pay. Other than for Mr. Cook, the People and Compensation Committee does not set compensation components for our named executive officers to meet specific benchmarks as compared to our peer companies.

  46. Role of Peer Groups

    | 2026 Proxy Statement | 41 |

  47. Role of Peer Groups

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  48. Role of Peer Groups

    The threshold revenue and market capitalization requirements for a company to be considered for the primary peer group for 2025 were $20 billion and $100 billion, respectively. The chart below lists the companies in our 2025 primary peer group.

  49. Role of Peer Groups

    | | | 2025 Primary Peer Group | | | | Alphabet | Cisco | Mastercard | NVIDIA | Verizon | | Amazon | Comcast | Meta | Oracle | Visa | | AT&T | Disney | Microsoft | Qualcomm | Warner Bros. Discovery | | Broadcom | Intel | Netflix | Salesforce | |

  50. Role of Peer Groups

    For many years, a secondary peer group of companies was developed as an additional reference set to assess pay practices but not to benchmark pay levels or structure. This secondary peer group was composed of companies that: have iconic brands or are industry or category leaders, rely on significant research and development and innovation for growth, and require highly skilled employees. For 2025, this group included AbbVie, Coca-Cola, Johnson & Johnson, Nike, Pfizer, Procter & Gamble, Starbucks, and UnitedHealth Group. While other points of reference may be considered from time to time, in 2025 the People and Compensation Committee determined to eliminate consideration of a formal secondary peer group for 2026. The People and Compensation Committee also determined a primary peer group solely focused on the technology and media sectors would provide a more tailored source of competitive pay data and removed AT&T, Mastercard, Verizon, and Visa from the 2026 primary peer group.

  51. Annual Cash Incentive

    Annual Cash Incentive Our annual cash incentive program is a performance-based, at-risk component of our named executive officers’ compensation. Short-term cash incentive awards are granted under the Cash Incentive Plan. Variable payouts are designed to motivate our named executive officers to deliver strong annual financial results. Additional details regarding the Cash Incentive Plan for 2025 can be found below in the section entitled “Cash Incentive Plan – 2025 Financial Performance Measures and Payout Opportunities.”

  52. Long-Term Equity Awards

    Long-Term Equity Awards We pay for performance and manage Apple for the long term. Consistent with this approach and our guiding compensation principles, the vast majority of our named executive officers’ total target compensation is granted in the form of long-term equity incentives that emphasize long-term shareholder value creation and the retention of a strong executive leadership team through a mix of performance-based and time-based RSU awards. Additional details regarding these awards can be found below in the section entitled “2025 Long-Term Equity Awards and Results.” RSU awards with time-based vesting align the interests of our named executive officers with the interests of our shareholders by promoting the stability and retention of a high-performing executive team over the longer term. Vesting schedules for the time-based awards granted to our named executive officers are generally longer than nearly all of those at our peer companies and in the broader industry. RSU awards with performance-based vesting are a substantial, at-risk component of our named executive officers’ compensation tied to Apple’s long-term performance. The number of performance-based RSUs that vest depends entirely on Apple’s Relative TSR for the performance period. The People and Compensation Committee chose Relative TSR as it continues to be an objective and meaningful metric to evaluate our performance against the performance of other large companies and to align the interests of our named executive officers with the interests of our shareholders in creating long-term value.

  53. Long-Term Equity Awards

    | 2026 Proxy Statement | 43 |

  54. Long-Term Equity Awards

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  55. Summary of CEO Total Target Compensation

    Summary of CEO Total Target Compensation The People and Compensation Committee evaluates our executive compensation program and the total target value of Mr. Cook’s compensation prior to the start of each fiscal year. In determining the appropriate amount of each compensation component for 2025, the People and Compensation Committee considered numerous factors with the Board and its independent compensation consultant, including Mr. Cook’s consistently outstanding leadership, the immense scope and complexity of his role as Apple’s CEO, the Board’s confidence in his long-term strategic decisions, the Company’s 2024 financial results, and shareholder feedback. Balancing the size, scope, and success of Apple relative to our primary peer group, Mr. Cook’s own pay positioning relative to the CEOs in our primary peer group, and a desire to continue creating meaningful performance and retention incentives, the People and Compensation Committee set Mr. Cook’s total target compensation for 2025 within the desired pay positioning range and at the same level as his 2024 total target compensation as shown below.

  56. Summary of CEO Total Target Compensation

    | 2025 Total Target CEO Compensation: $59 million | | | Base Salary: $3 million Mr. Cook’s base salary has remained the same since 2016 Target Cash Incentive Plan Opportunity: $6 million Mr. Cook’s target Cash Incentive Plan opportunity for 2025 remained at 200% of his base salary Target Equity Award Value: $50 million Award Mix: 25/75 Mr. Cook was granted an equity award with 25% subject to time-based vesting and 75% subject to performance-based vesting | |

  57. Summary of CEO Total Target Compensation

    No changes were made to the amount of Mr. Cook’s base salary or annual cash incentive payout opportunity for 2025. The People and Compensation Committee also maintained the total target value of Mr. Cook’s equity award for 2025 at $50 million (“2025 Equity Award”). The 2025 Equity Award value and structure is unchanged from the equity award he received for 2024, with 75% of the award granted in the form of performance-based RSUs. This structure continues to emphasize long-term shareholder growth and alignment while recognizing the growth and success Mr. Cook has continually delivered to shareholders during his tenure and the ongoing impact of his leadership on Apple’s short- and long-term success.

  58. Summary of CEO Total Target Compensation

    | Equity awards granted to Mr. Cook are designed to focus on Apple’s long-term strategy and performance while creating meaningful incentives aligned with the long-term interests of our shareholders. During his tenure, the vast majority of Mr. Cook’s compensation has been delivered through long-term equity awards. The size of the equity awards Mr. Cook has been granted aligns with Apple’s growth, success, and the tremendous value delivered to our shareholders under his leadership. Since Mr. Cook was promoted to CEO in 2011 and through the end of 2025, Apple’s cumulative TSR increased approximately 2,162%, significantly outpacing the S&P 500, and Apple’s market capitalization grew by more than $3.4 trillion. | Cumulative TSR, includes reinvestment of dividends |

  59. Summary of Other Named Executive Officer Total Target Compensation

    Summary of Other Named Executive Officer Total Target Compensation The total target compensation of our five other named executive officers, Kevan Parekh, Kate Adams, Sabih Khan, Luca Maestri, and Deirdre O’Brien consists of the three basic components of our executive compensation program — base salary, a Cash Incentive Plan opportunity, and long-term equity awards — in a straightforward and effective way. Taking into account individual and Company performance, as well as shareholder feedback, which has consistently confirmed support for the amount and structure of our other named executive officers’ compensation, the People and Compensation Committee determined that the target compensation of our named executive officers remains competitive, continues to be commensurate with Apple’s performance and significantly larger size and scope compared to other companies, and is appropriately aligned with our guiding principles and the scope of each named executive officer’s role. Since 2014, the total target compensation for our named executive officers has generally comprised an annual base salary of $1,000,000, a target Cash Incentive Plan opportunity of 200% of base salary, and a target equity award of $20,000,000. Ms. Adams, Mr. Khan and Ms. O’Brien each received total target compensation at this level for 2025, with their equity awards granted in the form of RSUs balanced with 50% of the equity award subject to performance-based vesting and 50% subject to time-based vesting, to encourage long-term performance, retention, and alignment with shareholders’ interests. In August 2024, as part of a planned succession, Apple announced that Luca Maestri would transition from the CFO role, and Kevan Parekh, who previously served as Apple’s Vice President, Financial Planning and Analysis, would become Apple’s CFO and join the executive team on January 1, 2025. Mr. Maestri’s and Mr. Parekh’s 2025 total target compensation has the same structure as our other named executive officers’ 2025 compensation, including base salary, Cash Incentive Plan opportunity, and long-term equity awards, with their amounts pro-rated based on their time in their respective roles during fiscal 2025. The total target compensation for Mr. Maestri for 2025 comprised an annual base salary of $1,000,000 that was reduced to $750,000 as of January 1, 2025, a target Cash Incentive Plan opportunity of 100% of paid base salary, and a target equity award for his previous role as CFO of $5,000,000 with 50% of the equity award subject to performance-based vesting and 50% subject to time-based vesting. Mr. Maestri continues to report to Mr. Cook and lead Apple’s Corporate Services teams, and his 2025 annual time-based RSU award for this role had a target value of $7,500,000 with the same four-year vesting schedule generally applicable to our non-executive team employees. The total target compensation for Mr. Parekh for 2025 comprised an annual base salary of $610,000 increased to $1,000,000 as of January 1, 2025, a target Cash Incentive Plan opportunity of 175% of paid base salary, and a target equity award of $16,750,000 with 50% of the equity award subject to performance-based vesting and 50% subject to time-based vesting. Additional details regarding our named executive officers’ 2025 compensation can be found below in the sections entitled “Cash Incentive Plan — 2025 Financial Performance Measures and Payout Opportunities” and “2025 Long-Term Equity Awards and Results.”

  60. Cash Incentive Plan – 2025 Financial Performance Measures and Payout Opportunities

    Cash Incentive Plan – 2025 Financial Performance Measures and Payout Opportunities Our Cash Incentive Plan awards are designed to motivate and reward our named executive officers for delivering strong performance against annual financial goals. As in prior years, the People and Compensation Committee chose net sales and operating income, calculated in accordance with generally accepted accounting principles, as the financial performance measures for the 2025 Cash Incentive Plan awards. Net sales and operating income continue to reflect commonly recognized key measures of overall Company performance and profitability and are drivers of shareholder value creation. Payouts for our named executive officers under the Cash Incentive Plan are first determined quantitatively based on an equal weighting of the net sales and operating income performance measures. The target payout opportunity for each of the net sales and operating income performance measures was 100% of annual base salary for our named executive officers, other than Mr. Maestri and Mr. Parekh due to the transition in their respective roles. Threshold performance would result in a payout equal to 50% of target and maximum performance would result in a payout equal to 200% of target for each of the performance measures. If the threshold goal is not achieved for a financial performance measure, there is no payout for that measure. The total payout opportunity for each financial performance measure is capped at 200%. Payouts for our named executive officers are linearly interpolated for achievement between goal levels.

  61. Cash Incentive Plan – 2025 Financial Performance Measures and Payout Opportunities

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  62. Cash Incentive Plan – 2025 Financial Performance Measures and Payout Opportunities

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  63. 2025 Financial Performance Goals

    2025 Financial Performance Goals The People and Compensation Committee considers factors relevant to the current fiscal year when it sets the net sales and operating income goals for the annual Cash Incentive Plan awards because each year presents a unique set of challenges and business conditions for our executives to navigate. Financial results from prior years are used as a reference point, but the annual goals are set to align pay with performance that would reflect strong financial results commensurate with the projected business and economic conditions for the current fiscal year. The goal-setting process for 2025 presented a unique set of challenges due to an uncertain macroeconomic outlook, including trade policies and impacts and foreign currency fluctuations. As part of its goal-setting process for 2025, the People and Compensation Committee assessed a range of business scenarios that could impact net sales and operating income results for the year, considering multiple factors and operational risks, and once again focusing on the underlying business performance rather than the absolute growth rates. Acknowledging the risks, challenges, and uncertainties in the 2025 projections, as well as the exceptional efforts that would be required of our executive team to continue to deliver results at a sustained level year-over-year, the People and Compensation Committee set net sales and operating income goals at appropriately rigorous levels for the year. For net sales, the threshold, target, and maximum goals were $380 billion, $391 billion, and $402 billion, respectively. For operating income, the threshold, target, and maximum goals were $113 billion, $118.5 billion, and $124 billion, respectively. The threshold goals represented the minimum level of achievement for a named executive officer to receive an annual cash incentive payout. The target goals represented an underlying growth rate that, while challenging to achieve based on the considerations noted above, would also represent strong financial performance on an underlying basis commensurate with the target payout opportunity. The maximum goals represented exceptional financial performance for the year, based on the business scenarios considered.

  64. 2025 Long-Term Equity Awards and Results

    2025 Long-Term Equity Awards and Results When setting the value of equity awards for our named executive officers, the People and Compensation Committee considers the size and performance of Apple relative to peer companies and the scope of our named executive officers’ roles. Each named executive officer, other than Mr. Cook, was granted a long-term equity award on September 29, 2024 of 50% performance-based and 50% time-based RSUs. Mr. Maestri was also granted a time-based RSU award for his current role of Vice President, Corporate Services. Mr. Cook was granted a long-term equity award on September 29, 2024 of 75% performance-based and 25% time-based RSUs. The equity awards granted in 2025 were granted under, and subject to, the terms of the Apple Inc. 2022 Employee Stock Plan (“2022 Plan”).

  65. 2025 Performance-Based RSUs

    2025 Performance-Based RSUs The People and Compensation Committee continued to use Relative TSR as the metric for performance-based RSUs granted during 2025, with the S&P 500 as the comparative group because it continues to be an objective and meaningful metric to evaluate our performance against the performance of other large companies and aligns the interests of our named executive officers with the interests of our shareholders in creating long-term value. Performance-based RSUs are a substantial, at-risk component of our named executive officers’ compensation tied to Apple’s long-term performance. The number of performance-based RSUs that vest, if any, depends entirely on Relative TSR for the applicable performance period. To earn the target number of performance-based RSUs, Apple must achieve above-median performance at the 55th percentile of the S&P 500. We measure Relative TSR based on the change in each company’s stock price during the applicable performance period, taking into account any dividends paid during that period, which are assumed to be reinvested in the stock. A 20-day trading averaging period is used to determine the beginning and ending stock price values used to calculate the total shareholder return of Apple and the other companies in the S&P 500. The 20-day trading averaging period mitigates the impact on the long-term Relative TSR results of one-day or short-term stock price fluctuations at the beginning or end of the performance period. The change in stock price value from the beginning to the end of the period is divided by the beginning stock price value to determine TSR. The performance-based RSUs granted on September 29, 2024, have a three-year performance period from the beginning of 2025 through the end of 2027. Subject to the terms of the award agreements, between zero and 200% of the target number of performance-based RSUs will vest on October 1, 2027, depending on Apple’s Relative TSR percentile ranking for the performance period, as follows:

  66. 2025 Performance-Based RSUs

    | Relative TSR Percentile v. S&P 500 Companies | Performance-Based RSUs Vesting as a Percentage of Target | | 85th Percentile or Above | 200% | | 55th Percentile | 100% | | 25th Percentile | 25% | | Below 25th | 0% |

  67. 2025 Performance-Based RSUs

    If Apple’s TSR for the performance period is negative, the number of performance-based RSUs that vest will be capped at 100% of the target, regardless of our Relative TSR percentile ranking. If Apple’s Relative TSR percentile ranking is above the 25th percentile and between the other levels shown in the table above, the portion of the performance-based RSUs that vest will be linearly interpolated between the two nearest vesting percentages.

  68. 2025 Performance-Based RSUs

    | 2026 Proxy Statement | 47 |

  69. 2025 Performance-Based RSUs

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  70. 2025 Performance-Based RSUs

    The target number of performance-based RSUs granted to our named executive officers was determined by dividing the target performance-based RSU value by the closing stock price on the date of grant. The target value of the performance-based RSUs for each of our named executive officers is as follows:

  71. 2025 Performance-Based RSUs

    | Named Executive Officer | Target Performance-Based RSU Value | | Tim Cook | $37,500,000 | | Kevan Parekh | $8,375,000 | | Kate Adams | $10,000,000 | | Sabih Khan | $10,000,000 | | Luca Maestri | $2,500,000 | | Deirdre O’Brien | $10,000,000 |

  72. 2025 Performance-Based RSUs

    The grant date fair values of these RSUs are reported in the “Summary Compensation Table—2025, 2024, and 2023.”

  73. Performance-Based RSU 2025 Results

    Performance-Based RSU 2025 Results On October 1, 2024, Mr. Cook, Ms. Adams, Mr. Khan, Mr. Maestri, and Ms. O’Brien each vested in performance-based RSUs that were granted on September 26, 2021. Between zero and 200% of the target number of these performance-based RSUs were scheduled to vest based on Apple’s Relative TSR percentile ranking for the applicable performance period, with a maximum 200% vesting for performance at or above the 85th percentile. For the three-year performance period from September 26, 2021 through September 28, 2024, Ms. Adams, Mr. Khan, Mr. Maestri, and Ms. O’Brien each vested in 127,282 performance-based RSUs, and Mr. Cook vested in 477,301 performance-based RSUs, in each case representing 187% of the target number of performance-based RSUs granted.

  74. Performance-Based RSU 2025 Results

    | | Relative TSR Percentile Ranking for Three-Year Performance Period | TSR Results for Three-Year Performance Period | | Apple | 81.20th Percentile | 57.88% | | S&P 500 Companies | 85th Percentile | 65.57% | | | 55th Percentile | 20.99% | | | 25th Percentile | -9.41% | | | Below 25th | < -9.41% |

  75. 2025 Time-Based RSUs

    2025 Time-Based RSUs Equity awards with time-based vesting align the interests of our named executive officers with the interests of our shareholders by promoting the stability and retention of a high-performing executive team over the longer term. Based on analysis from the People and Compensation Committee’s independent compensation consultant, we set the vesting schedules for time-based RSUs granted to our named executive officers longer than the vast majority of those at our peer companies and companies in the broader market. Time-based RSUs granted under the long-term equity award to our named executive officers on September 29, 2024 generally vest in three equal annual installments over approximately four and one-half years, with the first installment vesting on April 1, 2027 (approximately two and one-half years following the grant date), subject to the terms of the award agreements. The separate time-based RSU award granted to Mr. Maestri on September 29, 2024 will vest semi-annually in eight equal installments over four years. The first installment vested on April 15, 2025 and the remaining installments vest every six months thereafter, subject to the terms of the award agreement.

  76. 2025 Time-Based RSUs

    | 48 | 2026 Proxy Statement |

  77. 2025 Time-Based RSUs

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  78. 2025 Time-Based RSUs

    The number of time-based RSUs granted to our named executive officers was determined by dividing the target time-based RSU value by the closing stock price on the date of grant. The target value of the time-based RSUs for each of our named executive officers is as follows:

  79. 2025 Time-Based RSUs

    | Named Executive Officer | Target Time-Based RSU Value | | Tim Cook | $12,500,000 | | Kevan Parekh | $8,375,000 | | Kate Adams | $10,000,000 | | Sabih Khan | $10,000,000 | | Luca Maestri | $2,500,000 | | | $7,500,000 | | Deirdre O’Brien | $10,000,000 |

  80. 2025 Time-Based RSUs

    The grant date fair value for these RSUs is reported in the “Summary Compensation Table—2025, 2024, and 2023.”

  81. Dividend Equivalents

    Dividend Equivalents All equity awards granted to our employees in 2025 have dividend equivalent rights. The dividend equivalents will only pay out if and to the extent that the time-based vesting and performance-based vesting conditions have been met for the underlying RSUs.

  82. Compensation Upon Termination of Employment

    Compensation Upon Termination of Employment Our named executive officers do not have employment contracts or guaranteed cash severance arrangements and are not entitled to acceleration of their equity awards or any other payments upon a change in control. The time-based RSU agreements for all our employees, including Mr. Cook, generally provide for full accelerated vesting upon a termination due to death unless otherwise necessary or required to address certain foreign laws. The time-based RSU agreements for all our employees, other than Mr. Cook, provide for pro-rata accelerated vesting upon a termination due to disability. The performance-based RSU award agreements for our named executive officers, other than Mr. Cook, provide for pro-rata accelerated vesting upon a termination due to death or disability. The time-based and performance-based RSU agreements for Mr. Cook provide for continued full vesting upon a termination due to disability, with settlement occurring on the originally scheduled vesting dates. Mr. Cook’s outstanding equity awards include a retirement vesting provision approved by the People and Compensation Committee in recognition of the unique impact of his leadership decisions on the long-term growth and success of Apple and to facilitate thoughtful succession planning when appropriate. Retirement is defined as a termination of employment after reaching at least 60 years of age and completing at least 10 years of service with Apple. Mr. Cook has met these requirements. In the event of Mr. Cook’s termination due to retirement on or after the first anniversary of the grant date, his 2025 time-based RSUs are structured to vest on a pro rata basis based on the length of his employment between the grant date and his termination date. Unless otherwise determined by the People and Compensation Committee, Mr. Cook’s outstanding performance-based RSU agreements provide for a continued right to receive the full number of earned shares underlying the performance-based RSUs on the original vesting dates upon a termination due to death, disability, or termination of employment due to retirement that occurs on or after the first anniversary of the grant date. If Mr. Cook retires on or after the first anniversary of the grant date, the shares underlying his time-based and performance-based RSU awards will be released on the originally scheduled vesting date, subject to the attainment of the performance goals for the performance-based RSUs. The delivery of the vested shares underlying Mr. Cook’s equity awards and any dividend equivalents that have accrued on such awards are not accelerated upon retirement.

  83. Recoupment of Compensation

    Recoupment of Compensation The terms of all outstanding time-based and performance-based RSU awards held by our named executive officers in 2025 allow us to recoup any shares or other amounts that may be paid in respect of RSUs if a named executive officer engages in certain acts of misconduct. The compensation recoupment policy also applies to the awards and payouts granted under the Cash Incentive Plan to our named executive officers. Apple may recover compensation in the event a named executive officer commits a felony while employed by Apple or if Apple is required to prepare an accounting restatement as a result of the named executive officer’s misconduct. Apple may also recover compensation in the event a named executive officer, while employed by Apple or at any time thereafter, engages in a breach of confidentiality; materially breaches any agreement with Apple; or commits an act of theft, embezzlement, or fraud. Apple also adopted a recovery policy in accordance with Section 10D-1 of the Exchange Act and Nasdaq listing standards, which mandates the recovery of certain erroneously paid performance-based incentive compensation that may be received by our Section 16 officers on or after October 2, 2023 and during the three completed fiscal years immediately prior to the fiscal year in which a financial restatement determination is made if Apple has a qualifying financial restatement, subject to limited exceptions.

  84. Equity Award Grant Practices

    Equity Award Grant Practices Equity awards are discretionary and are generally granted to our named executive officers on the first day of the applicable fiscal year. In certain circumstances, including the hiring or promotion of an officer, the People and Compensation Committee may approve grants to be effective at other times. Apple does not currently grant stock options to its employees. Eligible employees, including our named executive officers, may voluntarily enroll in the ESPP and receive an option to purchase shares at a discount using payroll deductions accumulated during the prior six-month period. Purchase dates under the ESPP are generally the last trading days in July and January. The People and Compensation Committee did not take material non-public information into account when determining the timing and terms of equity awards in 2025, and Apple does not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

  85. Summary Compensation Table—2025, 2024, and 2023

    Summary Compensation Table—2025, 2024, and 2023 The following table, footnotes, and related narrative show information regarding the total compensation of each named executive officer for 2025, 2024, and 2023.

  86. Summary Compensation Table—2025, 2024, and 2023

    | Name and Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation ($) | Total ($) | | Tim Cook Chief Executive Officer | 2025 | 3,000,000 | 57,535,293 | 12,000,000 | 1,759,518(3)(4) | 74,294,811 | | | 2024 | 3,000,000 | 58,088,946 | 12,000,000 | 1,520,856 | 74,609,802 | | | 2023 | 3,000,000 | 46,970,283 | 10,713,450 | 2,526,112 | 63,209,845 | | Kevan Parekh Senior Vice President, Chief Financial Officer | 2025 | 891,519 | 18,433,135 | 3,120,317 | 22,338(4)(5) | 22,467,309 | | Kate Adams Senior Vice President, General Counsel and Secretary | 2025 | 1,000,000 | 22,009,766 | 4,000,000 | 22,482(4)(6) | 27,032,248 | | | 2024 | 1,000,000 | 22,157,075 | 4,000,000 | 22,182 | 27,179,257 | | | 2023 | 1,000,000 | 22,323,641 | 3,571,150 | 46,914 | 26,941,705 | | Sabih Khan Senior Vice President, Chief Operating Officer | 2025 | 1,000,000 | 22,009,766 | 4,000,000 | 21,905(4)(7) | 27,031,671 | | Luca Maestri Former Senior Vice President, Chief Financial Officer | 2025 | 819,231 | 13,003,031 | 1,638,462 | 22,204(4)(8) | 15,482,928 | | | 2024 | 1,000,000 | 22,157,075 | 4,000,000 | 22,182 | 27,179,257 | | | 2023 | 1,000,000 | 22,323,641 | 3,571,150 | 41,092 | 26,935,883 | | Deirdre O’Brien Senior Vice President, Retail + People | 2025 | 1,000,000 | 22,009,766 | 4,000,000 | 37,867(4)(9) | 27,047,633 | | | 2024 | 1,000,000 | 22,157,075 | 4,000,000 | 22,182 | 27,179,257 | | | 2023 | 1,000,000 | 22,323,641 | 3,571,150 | 42,219 | 26,937,010 |

  87. Summary Compensation Table—2025, 2024, and 2023

    | (1) The target grant value of Mr. Cook’s long-term equity award was $50 million for 2025 and 2024, and $40 million for 2023. The target grant value of the long-term equity awards for Ms. Adams, Mr. Khan, and Ms. O’Brien was $20 million for each of 2025, 2024, and 2023. The target grant value of Mr. Parekh’s long-term equity awards was $16.75 million and the target grant value of Mr. Maestri’s long-term equity awards was $12.5 million for 2025. This column shows the grant date fair value for accounting purposes of the long-term equity awards granted to our named executive officers. The grant date fair value for time-based RSUs is measured in accordance with FASB ASC 718 and based on the closing price of Apple’s common stock on the date of grant. The grant date fair value for performance-based RSUs is calculated using a Monte-Carlo model for each award on the date of grant, as determined under FASB ASC 718, based on the probable outcome of the performance condition as of the grant date. The grant date fair value for each award may differ based on the applicable data, assumptions, and estimates used in the model. See footnote 1 to the table entitled “Grants of Plan-Based Awards—2025.” | | (2) As described under “Executive Compensation—Compensation Discussion and Analysis,” the named executive officers’ Cash Incentive Plan awards are based on the performance of Apple relative to predetermined financial goals for the year. The threshold, target, and maximum payout amounts for each named executive officer’s Cash Incentive Plan payout opportunity for 2025 are shown in the table entitled “Grants of Plan-Based Awards—2025.” In 2025, Apple’s performance exceeded the maximum performance goals for both net sales and operating income, resulting in a maximum payout for each named executive officer. |

  88. Summary Compensation Table—2025, 2024, and 2023

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  89. Summary Compensation Table—2025, 2024, and 2023

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  90. Summary Compensation Table—2025, 2024, and 2023

    | (3) This amount represents: (i) Apple’s contributions to Mr. Cook’s account under the 401(k) plan in the amount of $21,000; (ii) term life insurance premiums paid by Apple in the amount of $2,964; (iii) vacation cash-out in the amount of $57,692; (iv) security expenses in the amount of $887,870 which represents the incremental cost to Apple for personal security services provided to Mr. Cook as determined by allocating both direct costs and a percentage of fixed costs incurred by Apple and used to provide such personal security services; and (v) personal air travel expenses in the amount of $789,991, which represent the incremental cost to Apple for Mr. Cook’s personal use of private aircraft based on hourly flight charges and other variable costs incurred by Apple for such use, including variable fuel charges, departure fees, and landing fees. For security and efficiency reasons, the Board requires Mr. Cook to use private aircraft for all business and personal travel. | | (4) As noted in the “Other Compensation and Benefits” section of the CD&A, certain benefits included in this column as “All Other Compensation,” including matching contributions under the 401(k) plan, term life insurance, and vacation cash-out, are available to all U.S. employees of Apple on the same terms. | | (5) This amount represents (i) Apple’s contributions to Mr. Parekh’s account under the 401(k) plan in the amount of $21,000; and (ii) term life insurance premiums paid by Apple in the amount of $1,338. | | (6) This amount represents: (i) Apple’s contributions to Ms. Adams’ account under the 401(k) plan in the amount of $21,000; and (ii) term life insurance premiums paid by Apple in the amount of $1,482. | | (7) This amount represents: (i) Apple’s contributions to Mr. Khan’s account under the 401(k) plan in the amount of $20,423; and (ii) term life insurance premiums paid by Apple in the amount of $1,482. | | (8) This amount represents: (i) Apple’s contributions to Mr. Maestri’s account under the 401(k) plan in the amount of $21,000; and (ii) term life insurance premiums paid by Apple in the amount of $1,204. | | (9) This amount represents: (i) Apple’s contributions to Ms. O’Brien’s account under the 401(k) plan in the amount of $21,000; (ii) term life insurance premiums paid by Apple in the amount of $1,482; and (iii) vacation cash-out in the amount of $15,385. |

  91. Summary Compensation Table—2025, 2024, and 2023

    The amounts in the salary and non-equity incentive plan compensation columns of the “Summary Compensation Table—2025, 2024, and 2023” reflect actual amounts earned or paid in the relevant years, while the amounts in the stock awards column reflect accounting values determined as of the date of grant. The tables entitled “Outstanding Equity Awards—2025” and “Stock Vested—2025” provide further information on the named executive officers’ potential realizable value and actual value realized with respect to their equity awards. The “Summary Compensation Table—2025, 2024, and 2023” should be read in conjunction with the Compensation Discussion and Analysis and the subsequent tables and narrative descriptions.

  92. Summary Compensation Table—2025, 2024, and 2023

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  93. Summary Compensation Table—2025, 2024, and 2023

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  94. Grants of Plan-Based Awards—2025

    Grants of Plan-Based Awards—2025 The following table shows information regarding the incentive awards granted to the named executive officers for 2025.

  95. Grants of Plan-Based Awards—2025

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards(1) ($) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Tim Cook | Cash Incentive | — | 3,000,000 | 6,000,000 | 12,000,000 | — | — | — | — | — | | | Performance- based RSUs | 09/29/2024 | — | — | — | 41,157 | 164,626 | 329,252 | — | 45,035,089 | | | Time-based RSUs | 09/29/2024 | — | — | — | — | — | — | 54,876 | 12,500,204 | | Kevan Parekh | Cash Incentive | — | 780,079 | 1,560,158 | 3,120,317 | — | — | — | — | — | | | Performance-based RSUs | 09/29/2024 | — | — | — | 9,192 | 36,767 | 73,534 | — | 10,057,981 | | | Time-based RSUs | 09/29/2024 | — | — | — | — | — | — | 36,767 | 8,375,155 | | Kate Adams | Cash Incentive | — | 1,000,000 | 2,000,000 | 4,000,000 | — | — | — | — | — | | | Performance- based RSUs | 09/29/2024 | — | — | — | 10,975 | 43,901 | 87,802 | — | 12,009,558 | | | Time-based RSUs | 09/29/2024 | — | — | — | — | — | — | 43,901 | 10,000,209 | | Sabih Khan | Cash Incentive | — | 1,000,000 | 2,000,000 | 4,000,000 | — | — | — | — | — | | | Performance-based RSUs | 09/29/2024 | — | — | — | 10,975 | 43,901 | 87,802 | — | 12,009,558 | | | Time-based RSUs | 09/29/2024 | — | — | — | — | — | — | 43,901 | 10,000,209 | | Luca Maestri | Cash Incentive | — | 409,616 | 819,231 | 1,638,462 | — | — | — | — | — | | | Performance-based RSUs | 09/29/2024 | — | — | — | 2,744 | 10,976 | 21,952 | — | 3,002,595 | | | Time-based RSUs | 09/29/2024 | — | — | — | — | — | — | 43,902 | 10,000,437 | | Deirdre O’Brien | Cash Incentive | — | 1,000,000 | 2,000,000 | 4,000,000 | — | — | — | — | — | | | Performance- based RSUs | 09/29/2024 | — | — | — | 10,975 | 43,901 | 87,802 | — | 12,009,558 | | | Time-based RSUs | 09/29/2024 | — | — | — | — | — | — | 43,901 | 10,000,209 |

  96. Grants of Plan-Based Awards—2025

    | (1) The grant date fair value for time-based RSUs is calculated in accordance with FASB ASC 718 based on the closing price of Apple’s common stock on the date of grant. The grant date fair value for performance-based RSUs is calculated using a Monte-Carlo model for each award on the date of grant, determined under FASB ASC 718, incorporating the following assumptions: |

  97. Grants of Plan-Based Awards—2025

    | | | Assumptions | | | | Grant Date | Performance Period End Date | Expected Term (years) | Expected Volatility | Risk-Free Interest Rate | | 09/29/2024 | 9/25/2027 | 2.99 | 27.49% | 3.46% |

  98. Grants of Plan-Based Awards—2025

    Apple used its historical stock prices as the basis for the volatility assumptions. The risk-free interest rate was based on U.S. Treasury rates in effect at the time of grant. The expected term was based on the time remaining in the performance period on the grant date.

  99. Grants of Plan-Based Awards—2025

    | 54 | 2026 Proxy Statement |

  100. Grants of Plan-Based Awards—2025

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  101. Stock Vested—2025

    Stock Vested—2025 The following table shows information regarding the vesting during 2025 of RSUs previously granted to the named executive officers.

  102. Stock Vested—2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Tim Cook | 695,869 | 158,898,772 | | Kevan Parekh | 40,152 | 8,965,991 | | Kate Adams | 201,817 | 46,039,611 | | Sabih Khan | 201,817 | 46,039,611 | | Luca Maestri | 205,933 | 46,873,677 | | Deirdre O’Brien | 201,817 | 46,039,611 |

  103. Stock Vested—2025

    | (1) The dollar amounts shown in this column are determined by multiplying the number of shares acquired on vesting by the per-share closing price of Apple’s common stock on the vesting date, plus dividend equivalents attributable to such shares in the amount of $2,146,321 for Mr. Cook, $613,741 for Mr. Maestri, $611,683 for each of Ms. Adams, Mr. Khan, and Ms. O’Brien, and $98,329 for Mr. Parekh. |

  104. Stock Vested—2025

    | 2026 Proxy Statement | 55 |

  105. Stock Vested—2025

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  106. Outstanding Equity Awards—2025

    Outstanding Equity Awards—2025 The following table shows information regarding the outstanding equity awards held by each of the named executive officers as of September 27, 2025.

  107. Outstanding Equity Awards—2025

    | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Tim Cook | 9/26/2021 | 85,080(2) | 21,734,537 | — | — | | | 9/25/2022 | 44,318(3) | 11,321,476 | 199,429(4) | 50,946,132 | | | 10/01/2023 | 73,010(5) | 18,651,135 | 219,030(5)(6) | 55,953,404 | | | 09/29/2024 | 54,876(7) | 14,018,623 | 164,626(6)(7) | 42,055,358 | | Kevan Parekh | 9/26/2021 | 5,530(8) | 1,412,694 | — | — | | | 9/25/2022 | 17,449(9) | 4,457,522 | — | — | | | 10/01/2023 | 25,553(10) | 6,527,769 | — | — | | | 09/29/2024 | 36,767(7) | 9,392,498 | 36,767(6)(7) | 9,392,498 | | Kate Adams | 9/26/2021 | 22,688(11) | 5,795,876 | — | — | | | 9/25/2022 | 44,318(12) | 11,321,476 | 66,477(13) | 16,982,214 | | | 10/01/2023 | 58,408(5) | 14,920,908 | 58,408(5)(6) | 14,920,908 | | | 09/29/2024 | 43,901(7) | 11,214,949 | 43,901(6)(7) | 11,214,949 | | Sabih Khan | 9/26/2021 | 22,688(11) | 5,795,876 | — | — | | | 9/25/2022 | 44,318(12) | 11,321,476 | 66,477(13) | 16,982,214 | | | 10/01/2023 | 58,408(5) | 14,920,908 | 58,408(5)(6) | 14,920,908 | | | 09/29/2024 | 43,901(7) | 11,214,949 | 43,901(6)(7) | 11,214,949 | | Luca Maestri | 9/26/2021 | 22,688(11) | 5,795,876 | — | — | | | 9/25/2022 | 44,318(12) | 11,321,476 | 66,477(13) | 16,982,214 | | | 10/01/2023 | 58,408(5) | 14,920,908 | 58,408(5)(6) | 14,920,908 | | | 09/29/2024 | 10,976(7) | 2,803,929 | 10,976(6)(7) | 2,803,929 | | | 09/29/2024 | 28,810(14) | 7,359,803 | — | — | | Deirdre O’Brien | 9/26/2021 | 22,688(11) | 5,795,876 | — | — | | | 9/25/2022 | 44,318(12) | 11,321,476 | 66,477(13) | 16,982,214 | | | 10/01/2023 | 58,408(5) | 14,920,908 | 58,408(5)(6) | 14,920,908 | | | 09/29/2024 | 43,901(7) | 11,214,949 | 43,901(6)(7) | 11,214,949 |

  108. Outstanding Equity Awards—2025

    | 56 | 2026 Proxy Statement |

  109. Outstanding Equity Awards—2025

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  110. Outstanding Equity Awards—2025

    | (1) The dollar amounts shown in these columns are determined by multiplying the number of shares or units shown in the preceding column by $255.46, the closing price of Apple’s common stock on September 26, 2025, the last trading day of Apple’s fiscal year. | | (2) Subject to the terms of the award agreement, the remaining 85,080 time-based RSUs are scheduled be released on April 1, 2026. | | (3) 22,159 time-based RSUs subject to this award were released on April 1, 2025, and subject to the terms of the award agreement, the remainder of the RSUs are scheduled to be released in two annual installments of 22,159, commencing on April 1, 2026. | | (4) 139% of the 199,429 target number of performance-based RSUs subject to this award (totalling 277,206 performance-based RSUs) vested on October 1, 2025, based on Apple’s Relative TSR over the relevant performance period. | | (5) Subject to the terms of the award agreement, the time-based RSUs subject to this award are scheduled to vest and/or be released in three annual installments commencing on April 1, 2026. Subject to the terms of the award agreement, the performance-based RSUs subject to this award are scheduled to vest on October 1, 2026, provided the applicable performance condition is satisfied. | | (6) The target number of performance-based RSUs is shown. As described under “Executive Compensation—Compensation Discussion and Analysis,” in each case, between 0% and 200% of the target number of performance-based RSUs may vest depending on Apple’s Relative TSR over the relevant performance period. | | (7) Subject to the terms of the award agreement, the time-based RSUs subject to this award are scheduled to vest and/or be released in three annual installments commencing on April 1, 2027. Subject to the terms of the award agreement, the performance-based RSUs subject to this award are scheduled to vest on October 1, 2027, provided the applicable performance condition is satisfied. | | (8) The remaining 5,530 time-based RSUs subject to this award vested and were released on October 15, 2025. | | (9) 5,816 time-based RSUs subject to this award vested and were released on October 15, 2025 and subject to the terms of the award agreement, 5,817 RSUs are scheduled to vest on April 15, 2026 and 5,816 RSUs are scheduled to vest on October 15, 2026. | | (10) 5,111 time-based RSUs vested and were released on October 15, 2025 and subject to the terms of the award agreement, the remainder of the RSUs are scheduled to vest in four semi-annual installments commencing on April 15, 2026. | | (11) Subject to the terms of the award agreement, the remaining 22,688 time-based RSUs are scheduled to vest on April 1, 2026. | | (12) 22,159 time-based RSUs subject to this award vested on April 1, 2025, and subject to the terms of the award agreement, the remainder of the RSUs are scheduled to vest in two annual installments of 22,159, commencing on April 1, 2026. | | (13) 139% of the 66,477 target number of performance-based RSUs subject to this award (totalling 92,403 performance-based RSUs) vested on October 1, 2025, based on Apple’s Relative TSR over the relevant performance period. | | (14) 4,116 time-based RSUs vested and were released on October 15, 2025 and subject to the terms of the award agreement, the remainder of the RSUs are scheduled to vest in six semi-annual installments commencing on April 15, 2026. |

  111. Outstanding Equity Awards—2025

    | 2026 Proxy Statement | 57 |

  112. Outstanding Equity Awards—2025

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  113. Non-Qualified Deferred Compensation—2025

    Non-Qualified Deferred Compensation—2025 The following table shows information regarding the participation of our named executive officers in the Deferred Compensation Plan as of September 27, 2025.

  114. Non-Qualified Deferred Compensation—2025

    | Name | Executive Contributions ($) | Apple Contributions ($) | Aggregate Earnings ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at September 27, 2025 ($) | | Tim Cook | 1,624,038(1) | — | 202,660 | — | 2,083,918(3) | | Kate Adams | 2,400,000(2) | — | 1,226,962 | — | 14,497,897(3) |

  115. Non-Qualified Deferred Compensation—2025

    | (1) Reflects $424,038 of Mr. Cook’s base salary for 2025 and $1,200,000 of Mr. Cook’s annual cash incentive payout for 2024 deferred and contributed to the Deferred Compensation Plan. These payments are reflected in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the “Summary Compensation Table—2025, 2024, and 2023” under 2024 and 2025, the years they would have been paid or earned. | | (2) Reflects the portion of Ms. Adams’ annual cash incentive payout for 2024 deferred and contributed to the Deferred Compensation Plan. The payout is reflected in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table—2025, 2024, and 2023,” under 2024, the year it was earned. | | (3) The aggregate balance includes $1,436,538 for Mr. Cook and $11,489,225 for Ms. Adams of compensation reported in the “Summary Compensation Table” in prior years. |

  116. Description of Non-Qualified Deferred Compensation

    Description of Non-Qualified Deferred Compensation Our named executive officers and Non-Employee Directors are eligible to participate in the Deferred Compensation Plan. Deferred Compensation Plan participants may elect to defer up to 50% of their annual base salary and commissions and up to 90% of their eligible cash bonus, or up to 100% of their annual cash retainer in the case of Non-Employee Directors, by timely completing a deferral election form. Amounts deferred under the Deferred Compensation Plan, as adjusted for applicable earnings gains and losses and fees, are credited to an account in the participant’s name and remain fully vested at all times. Participants may select at any time from a diversified menu of notional investment options that generally mirror the investment options of Apple’s 401(k) plan, and the value of their Deferred Compensation Plan account balance may increase or decrease based on the performance of their selected investment options. In 2025, annual returns on the investment options available for the Deferred Compensation Plan generally ranged from -0.52% to 23.20%. Deferred Compensation Plan participants may elect to receive distributions of their deferred amounts either upon separation from service or as of a specified in-service distribution date. Distributions will be made in a lump sum payment unless the participant elects installment payments over a period between two and 10 years. A Deferred Compensation Plan participant also may request to receive a hardship distribution on account of an eligible unforeseeable emergency. If a Deferred Compensation Plan participant dies before receiving a complete distribution of their account, the remaining account will be paid to their beneficiaries in a lump sum by December 31 of the year following the participant’s death.

  117. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control We do not have any cash severance arrangements with our named executive officers and none of our named executive officers’ equity awards outstanding as of 2025 fiscal year-end provide for acceleration or a right to receive shares in connection with a change of control or termination of employment for reasons other than death, disability, and, for Mr. Cook, retirement. Retirement is defined as a termination of employment after reaching at least 60 years of age and at least 10 years of service with Apple.

  118. Potential Payments Upon Termination or Change of Control

    | 58 | 2026 Proxy Statement |

  119. Potential Payments Upon Termination or Change of Control

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  120. Pay versus Performance

    Pay versus Performance The information below is provided pursuant to the SEC pay versus performance disclosure requirements set forth in Item 402(v) of SEC Regulation S-K (the “Pay Versus Performance Rule”), which requires companies to disclose certain information about the relationship between performance and the compensation of named executive officers.

  121. Pay versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year(a) | Summary Compensation Table Total for Mr. Cook($)(b) | Compensation Actually Paid to Mr. Cook($)(c) | Average Summary Compensation Table Total for Other NEOs($)(d) | Average Compensation Actually Paid to Other NEOs($)(e) | Total Shareholder Return($)(f) | Peer Group Total Shareholder Return($)(g) | Net Income ($M)(h) | Net Sales ($M)(i) | | 2025 | 74,294,811 | 108,423,733 | 23,812,358 | 34,125,743 | 233.88 | 279.51 | 112,010 | 416,161 | | 2024 | 74,609,802 | 168,980,568 | 27,178,896 | 58,633,525 | 207.59 | 206.32 | 93,736 | 391,035 | | 2023 | 63,209,845 | 106,643,588 | 26,943,956 | 41,980,664 | 155.24 | 132.03 | 96,955 | 383,285 | | 2022 | 99,420,097 | 128,833,021 | 27,150,293 | 41,564,946 | 135.59 | 92.83 | 99,803 | 394,328 | | 2021 | 98,734,394 | 311,845,801 | 26,987,631 | 75,307,922 | 131.69 | 136.94 | 94,680 | 365,817 |

  122. Pay versus Performance

    | (1) The dollar amounts in column (b) represent the compensation reported for Mr. Cook for each corresponding year in the “Total” column of the Summary Compensation Table for the relevant years. |

  123. Pay versus Performance

    | (2) The dollar amounts in columns (c) and (e) represent the amount of “Compensation Actually Paid” (otherwise known as CAP), as computed in accordance with SEC rules. Compensation Actually Paid does not represent cash or equity value realized or paid to our named executive officers (“NEOs”) but rather is a value calculated under applicable SEC rules. The following table details how Compensation Actually Paid is determined: |

  124. Pay versus Performance

    | | 2025 | | | | Mr. Cook ($) | Average for Other NEO ($) | | Summary Compensation Table (“SCT”) Total | 74,294,811 | 23,812,358 | | Grant Date Fair Value of Stock Awards from SCT | (57,535,293) | (19,493,093) | | Fair Value of Equity Awards Granted in the Year and Unvested as of Year End | 68,598,728 | 22,569,203 | | Change in Fair Value from Prior Year End of Outstanding and Unvested Awards Granted in Prior Years | 24,715,497 | 7,529,766 | | Fair Value of Stock Awards Granted in Fiscal Year that Vested in Fiscal Year | 0 | 166,813 | | Change in Fair Value from Prior Year End of Vested(a) Awards Granted in Prior Years | (1,650,010) | (459,305) | | Fair Value at Vesting Date of Vested Awards Granted in Current Year | 0 | 0 | | Compensation Actually Paid | 108,423,733 | 34,125,743 |

  125. Pay versus Performance

    | (a) The fair values of the RSUs included in the compensation actually paid to our CEO and the average compensation actually paid to our other NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described above in footnote 1 to the “Summary Compensation Table – 2025, 2024, and 2023” and footnote 1 to the “Grants of Plan-Based Awards – 2025” table, respectively. Any changes to the time-based RSU and performance-based RSU grant date fair values (for 2025 grants) and from prior year-end values (for 2021-2024 grants) are based on an updated stock price valuation on the measurement dates and for the performance-based RSUs, include updated input variables for the Monte-Carlo model to estimate the probability of satisfying the performance objectives established for the applicable award. |

  126. Pay versus Performance

    | (3) The dollar amounts in column (d) represent the average amounts of compensation reported for the other NEOs for each corresponding year in the “Total” column of the Summary Compensation Table for the relevant fiscal year. From 2021 to 2024, the other NEOs were Luca Maestri, Kate Adams, Deirdre O’Brien, and Jeff Williams. For 2025, the other NEOs were Kevan Parekh, Kate Adams, Sabih Khan, Luca Maestri, and Deirdre O’Brien. |

  127. Pay versus Performance

    | (4) Apple’s TSR in column (f) was determined based on the value of an initial fixed investment of $100, as of September 26, 2020, including the reinvestment of any dividends. |

  128. Pay versus Performance

    | (5) The peer group used to calculate Peer Group TSR in column (g) is our 2025 primary peer group as disclosed in the Compensation Discussion and Analysis section of this Proxy Statement. TSR is based on the value of an initial fixed investment of $100 as of September 26, 2020 and is weighted for the market capitalization of each peer company in each applicable year. If the primary peer group from the 2025 Proxy Statement were used, the Peer Group TSR would be $139.22, $97.30, $131.99, $198.69, and $266.58 for 2021, 2022, 2023, 2024, and 2025 respectively. |

  129. Pay versus Performance

    | (6) In addition to Relative TSR and Operating Income, Net Sales in column (i) represents the most important financial performance measure used to link Compensation Actually Paid to Company performance (the “Company Selected Measure” as defined in the Pay Versus Performance rules). |

  130. Pay versus Performance

    | 60 | 2026 Proxy Statement |

  131. Pay versus Performance

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  132. Relationship Between Compensation Actually Paid and our Total Shareholder Return

    Relationship Between Compensation Actually Paid and our Total Shareholder Return Long-term equity incentives represent a vast majority of our named executive officers’ total target compensation and our stock price performance, measured by TSR, is the key driver of Compensation Actually Paid. We also use Relative TSR as the key performance measure for our performance-based RSUs. Over 2025, Apple’s TSR on an absolute basis was 12.66%, while the TSR of our primary peer group was 35.48%. Apple’s Relative TSR (the peer group for performance-based RSUs) was strong, resulting in above-target payout for the performance-based RSUs with applicable performance periods ending in 2025. Further, the outstanding performance-based RSUs (granted in 2024 and 2025) continue to trend towards target or above-target payouts due to strong TSR relative to the members of the S&P 500. Compensation Actually Paid to our named executive officers and TSR are tightly linked.

  133. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income Net Income is generally a key indicator of company profitability and, for Apple, can contribute to changes in our stock price, which, in turn, drives Compensation Actually Paid. There is no direct correlation between Net Income and Compensation Actually Paid from 2021 to 2025 as we do not use Net Income as a financial measure in our executive compensation program. Operating Income and Net Sales are the two financial performance measures for our Cash Incentive Plan.

  134. Relationship Between Compensation Actually Paid and Net Sales

    Relationship Between Compensation Actually Paid and Net Sales Net Sales is the financial measure, in addition to Operating Income, that the People and Compensation Committee has set for our Cash Incentive Plan. Net Sales and Operating Income are equally the most important financial metrics in determining Compensation Actually Paid behind Relative TSR. Similar to Operating Income, Net Sales were consistently strong from 2021 to 2025, and this sustained performance led to above target or maximum bonus payouts in each of 2021, 2022, 2023, 2024, and 2025, which increased Compensation Actually Paid to our named executive officers.

  135. CEO Pay Ratio—2025

    CEO Pay Ratio—2025 We offer a wide range of benefits to our global employee population, and we are committed to paying our employees competitively and equitably based on their role. We identified a new median employee for 2025. We determined our median compensated employee by using base salary, bonuses, commissions, and grant date fair value of equity awards granted to employees in 2025 as our consistently applied compensation measure. We applied this measure to our global employee population as of September 27, 2025, the last day of our 2025 fiscal year, and annualized base salaries for permanent full-time and part-time employees who did not work the full year. We calculated the median compensated employee’s 2025 annual total compensation using the same methodology that is used to calculate our CEO’s annual total compensation in the table entitled “Summary Compensation Table–2025, 2024, and 2023.” The 2025 annual total compensation of our CEO was $74,294,811, the 2025 annual total compensation of our median compensated employee was $139,483, and the ratio of these amounts is 533 to 1. The compensation included in the pay ratio reflects a reasonable estimate consistent with SEC rules based on the methodology we described above. Because SEC rules for identifying a median compensated employee allow companies to apply certain exclusions, include estimates, and adopt different methodologies that reflect their employee population and compensation practices, the ratio above may not be comparable to the CEO pay ratio reported by other companies.

  136. CEO Pay Ratio—2025

    | 62 | 2026 Proxy Statement |

  137. CEO Pay Ratio—2025

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  138. Election of Directors

    Election of Directors The Board has nominated Wanda Austin, Tim Cook, Alex Gorsky, Andrea Jung, Art Levinson, Monica Lozano, Ron Sugar, and Sue Wagner to be elected to serve on our Board until the next annual meeting of shareholders and until their successors are duly elected and qualified. Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, for the election of the Board’s eight nominees. The term of any incumbent director who does not receive the affirmative vote of (i) a majority of the shares present or represented by proxy and voting at the Annual Meeting and (ii) a majority of the shares required to constitute a quorum, and has not earlier resigned, will end on the date that is the earlier of (a) 90 days after the date on which the voting results for the Annual Meeting are determined by the inspector of election, or (b) the date on which the Board selects a person to fill the office held by that director in accordance with Apple’s bylaws. Each of the director nominees has consented to serving as a nominee, being named in this Proxy Statement, and serving on the Board if elected. Each director elected at the Annual Meeting will be elected to serve a one-year term. If any nominee is unable to serve or for good cause will not serve as a director at the time of the Annual Meeting, the proxy holders may vote for any nominee designated by the present Board to fill the vacancy. There are no family relationships among Apple’s executive officers, directors, and nominees. For more information on the director nominees, please see the section entitled “Directors” beginning on page 23.

  139. Election of Directors

    | | The Board recommends a vote FOR each of the nominees | Vote Required Apple has implemented majority voting in uncontested elections of directors. Accordingly, Apple’s bylaws provide that in an uncontested election of directors the affirmative vote of (i) a majority of the shares present or represented by proxy and voting at the Annual Meeting and (ii) a majority of the shares required to constitute a quorum is required to elect a director. |

  140. Election of Directors

    | 64 | 2026 Proxy Statement |

  141. Election of Directors

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  142. Restricted Stock Units

    Restricted Stock Units Restricted stock units may be granted under the Director Plan. A restricted stock unit or “RSU” is a bookkeeping entry representing the equivalent of one share, subject to the terms and conditions of the award, and represents an unfunded and unsecured obligation of the Company. Unless earlier forfeited under the terms of the Director Plan, granted restricted stock units generally settle on or as soon as administratively practical after vesting. Restricted stock units granted under the Director Plan do not carry any shareholder rights, including voting or dividend rights, but do have dividend equivalent rights, which are credited to a Non-Employee Director and subject to the same vesting, payment, and other terms and conditions as the underlying restricted stock units, except they are paid in cash. The Director Plan provides that each Non-Employee Director serving on the Board immediately following Apple’s annual meeting of shareholders each year automatically receives a grant of RSUs on the date of the annual meeting (each, an “Annual Director Award”). The number of RSUs subject to each Annual Director Award is determined by dividing $310,000 (or such other amount, as determined by the Board prior to the date of such annual meeting) by the per-share fair market value of Apple’s common stock on the date of grant, rounded to the nearest whole share. All Annual Director Awards are scheduled to vest on the February 1 that occurs in the year following the year in which the award is granted. A Non-Employee Director who is newly elected or appointed to the Board other than in connection with an annual meeting of shareholders generally also would receive a grant of RSUs upon his or her election or appointment (each, an “Initial Director Award”), except that a Non-Employee Director who either (i) joined the Board after February 1 of a particular year and prior to the annual meeting for that year or (ii) was an employee of the Company or any of its subsidiaries immediately prior to becoming a Non-Employee Director, would not receive an Initial Director Award. The number of RSUs subject to each Initial Director Award is determined in the same manner as described above for Annual Director Awards, but the grant date value of the award is pro-rated based on the portion of the year that has passed since the last annual meeting. Initial Director Awards vest on the vesting date established for the Annual Director Awards made at the last annual meeting prior to the date on which the Non-Employee Director joined the Board.

  143. Restricted Stock Units

    | 2026 Proxy Statement | 69 |

  144. Restricted Stock Units

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |