What changed in this filing

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Item 9A. Controls and Procedures

2026-02-20 compared with 2025-02-21 · 37 added, 40 removed, 202 unchanged (28% of the section changed)

20 unchanged sentences

During the three months ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as such terms are defined in paragraphs (a) and (c), respectively, of Item 408 of Regulation S-K promulgated under the Securities Act of 1933, as amended.

On February 20, 2025, the Board of Directors (the “Board”) of the Company amended and restated the Restated Bylaws of the Company (as amended and restated, the “Bylaws”), effective February 20, 2025.

The changes to the Bylaws include the following:

• Sections 1.1 and 1.2 were amended to clarify that annual meetings and special meetings of the Company’s stockholders may be held in whole or in part by means of remote communication.

• Sections 1.4 and 1.5 were amended to clarify and further enhance procedural mechanics and informational requirements in connection with stockholder nominations of directors and submissions of stockholder proposals pursuant to the advance notice provisions of the Bylaws, including updates to reflect the U.S.

Securities and Exchange Commission’s adoption of “universal proxy” rules as set forth in Rule 14a-19 (“Rule 14a-19”) under the Exchange Act.

The amended advance notice provisions now require, among other things, that (a) stockholders seeking to nominate directors pursuant to Rule 14a-19 comply with the requirements of such rule and certify such compliance prior to the applicable meeting, (b) nominating stockholders and their nominee(s) disclose their respective holdings of, and arrangements relating to, shares of the Company, including any agreements, plans or proposals that would be required to be disclosed on Schedule 13D under the Exchange Act, (c) any Proposing Person(s) (as defined in the Bylaws) provide in the required notice additional background information, disclosures, and representations with respect to such Proposing Person(s), any proposed director nominees, and any proposed business, and (d) the Proposing Person(s) update such notice, if necessary, so that it remains true and correct closer to the meeting date.

• Section 1.9 was amended to provide that any stockholder soliciting proxies from other stockholders must use a proxy card color other than white, which will be reserved for the exclusive use by the Board.

• Section 2.7 was amended to clarify that the Board may elect one of its members to serve as chairman, and that the Board may appoint, in its discretion, a vice chairman.

• Section 6.1 was amended to clarify that the term “officer,” as used in the indemnification provisions of Article VI of the Bylaws, shall refer exclusively to officers appointed by the Board pursuant to Article IV of the Bylaws, or, for entities other than the Company, to officers appointed by the equivalent governing body of such entity.

• Section 8.1 was amended to provide that the federal district courts of the United States of America shall be the exclusive forum for any actions against the Company arising under the Securities Act of 1933, as amended.

The amended Section 8.1 also provides that stockholders who file a Foreign Action (as defined in the Bylaws) that falls within the scope of the Company’s forum selection clause are deemed to have consented, for certain actions to enforce the Company’s forum selection clause, to (a) the personal jurisdiction of the Delaware Court of Chancery and (b) having service of process made upon such stockholder’s counsel in the Foreign Action.

In addition, certain other ministerial, modernizing, clarifying and conforming changes were made to the Bylaws.

The foregoing summary of the changes effectuated by the amendment and restatement of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is included as an exhibit to this Annual Report on Form 10-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

6 unchanged sentences

The foregoing summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our Insider Trading Policy filed as an exhibit to this Annual Report on Form 10-K.

The Code of Business Conduct is written and is applicable to all employees, including our Chief Executive Officer, Chief Financial Officer and Controller.

The Code of Business Conduct is written and is applicable to all employees, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer.

The Code of Business Conduct and our Code of Ethics for Directors, Corporate Governance Guidelines and the charters of the Audit Committee, Nominating and Governance Committee and Compensation Committee of our Board of Directors are available and maintained on our website (http://www.amkor.com).

44 unchanged sentences

Exhibit Number Exhibit Description Form Period Ending Exhibit Filing Date

2.1 Sales Contract of Commodity Premises between Shanghai Waigaoqiao Free Trade Zone Xin Development Co., Ltd.

and Amkor Assembly & Test (Shanghai) Co., Ltd.

dated May 7, 2004.

3.1 Amended and Res tated Certificate of Incorporation.

10-Q 6/30/25 3.1 7/29/25

3.1 Certificate of Incorporation.

S-1 3.1 10/6/97

3.2 Certificate of Correction to Certificate of Incorporation.

POSAM — 8/26/98

3.2 Amended and Restated Bylaws of Amkor Technology, Inc., effective February 20, 2025.

10-K 12/31/24 3.3 2/21/25

4.1 Specimen Common Stock Certificate.

S-1/A 4.1 3/31/98

4.2 Indenture, dated March 15, 2019, by and between Amkor Technology, Inc.

Bank National Association, as trustee, regarding the 6.625% Senior Notes due 2027.

4.2 Indenture, dated September 22, 2025, by and between Amkor Technology, Inc.

Bank Trust Company, National Association, as trustee, regarding the 5.87 5 % Senior Notes due 2033.

8-K 4.1 9/22/25

18 unchanged sentences

10-Q 6/30/20 10.1 7/30/20

Incorporated by Reference Included Herewith

Exhibit Number Exhibit Description Form Period Ending Exhibit Filing Date

10.9 Form of Global Restricted Stock Award Agreement under the Second Amended and Restated 2007 Equity Incentive Plan.*

2 unchanged sentences

10-Q 9/30/20 10.1 10/30/20

Incorporated by Reference Included Herewith

Exhibit Number Exhibit Description Form Period Ending Exhibit Filing Date

10.11 Form of Global Outside Director Restricted Stock Award Agreement under the Second Amended and Restated 2007 Equity Incentive Plan.*

23 unchanged sentences

10.22 Global Performance-Vested Restricted Stock Unit Award Agreement Guillaume Marie Jean Rutten February 2024*

10-K 12/31/24 10.22 2/21/25

10.23 Form of Global Performance-Vested Restricted Stock Unit Award Agreement since December 2023*

1 unchanged sentence

10.24 Form of Global Time-Vested Restricted Stock Unit Award Agreement*

10-K 12/31/24 10.24 2/21/25

10.25 Global Time-Vested Restricted Stock Unit Award Agreement Guillaume Marie Jean Rutten December 2023*

10-K 12/31/24 10.25 2/21/25

10.26 Global Time-Vested Restricted Stock Unit Award Agreement Guillaume Marie Jean Rutten February 2024*

10-K 12/31/24 10.26 2/21/25

10.27 Form of Global Non-Employee Director Time-Vested Restricted Stock Unit Award Agreement*

10-K 12/31/21 10.35 2/18/22

10.28 Second Amended and Restated Non-Employee Director Compensation Policy *

10.28 Fourth Amended and Restated Non-Employee Director Compensation Policy *

10-K 12/31/24 10.30 2/21/25

10.29 Third Amended and Restated Non-Employee Director Compensation Policy *

10.29 Fifth Amended and Restated Non-Employee Director Compensation Policy*

10-Q 6/30/25 10.3 7/29/25

10.30 Fourth Amended and Restated Non-Employee Director Compensation Policy *

Incorporated by Reference Included Herewith

Exhibit Number Exhibit Description Form Period Ending Exhibit Filing Date

10.30 Amended and Restated Executive Incentive Bonus Plan*

6 unchanged sentences

10-K 12/31/22 10.30 2/22/23

Incorporated by Reference Included Herewith

Exhibit Number Exhibit Description Form Period Ending Exhibit Filing Date

10.33 Executive Severance Agreement, dated November 15, 2022, between Amkor Technology, Inc.

10 unchanged sentences

10-K 12/31/22 10.34 2/22/23

10.38 Secured Facility Agreement, dated March 28, 2022, between Amkor Technology, Inc., as parent, Amkor Technology Singapore Holding Pte.

Ltd., as borrower, the subsidiaries of the borrower set forth in the schedules thereto, as original guarantors, the Hongkong and Shanghai Banking Corporation Limited, Singapore Branch (“HSBC”) and DBS Bank Ltd., each as mandated lead arranger and bookrunner, the other financial institutions party thereto, as lenders, HSBC, as agent and offshore security trustee, and CTBC Bank Co., Ltd., as onshore security agent.

10.37 Retirement Agreement, dated October 21, 2025, between Amkor Technology, Inc.

and Giel Rutten*

8-K 10.1 10/27/25

10.38 Employment Letter Agreement, dated October 21, 2025, between Amkor Technology, Inc.

and Kevin Engel*

8-K 10.2 10/27/25

10.39 Executive Severance Agreement, dated October 21, 2025, between Amkor Technology, Inc.

and Kevin Engel*

8-K 10.3 10/27/25

10.40 Credit Agreement, dated May 9, 2025, among Amkor Technology, Inc, as the Borrower, the Lenders party thereto from time to time, the L/C Issuers party thereto from time to time and Bank of America, N.A., as the Administrative Agent.

8-K 10.1 5/09/25

10.41 First Amendment to Credit Agreement, dated June 27, 2025, among Amkor Technology, Inc., as the Borrower, the Guarantors, the Non-Loan Party Equity Pledgor, the Term A-1 Lenders, the Revolving Lenders party thereto and Bank of America, N.A., as Administrative Agent.

8-K 10.1 6/27/25

19.1 Insider Trading Policy of Amkor Technology, Inc.

2 unchanged sentences

24.1 Power of Attorney (included on the Signatures page of this Report on Form 10-K).

31.1 Certification of Guillaume Marie Jean Rutten, Chief Executive Officer of Amkor Technology, Inc., Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.

31.1 Certification of Kevin Engel, Chief Executive Officer of Amkor Technology, Inc., Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.

31.2 Certification of Megan Faust, Chief Financial Officer of Amkor Technology, Inc., Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.

18 unchanged sentences

AMKOR TECHNOLOGY, INC.

/s/ Guillaume Marie Jean Rutten

Guillaume Marie Jean Rutten

President and Chief Executive Officer

1 unchanged sentence

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Guillaume Marie Jean Rutten and Megan Faust, and each of them, his or her attorneys-in-fact, and agents, each with the power of substitution, for and in the name, place and stead of such person, in any and all capacities, to sign any and all amendments to this Form 10-K, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and conforming all that said attorneys-in-fact and agents of any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin K.

Engel and Megan Faust, and each of them, his or her attorneys-in-fact, and agents, each with the power of substitution, for and in the name, place and stead of such person, in any and all capacities, to sign any and all amendments to this Form 10-K, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and conforming all that said attorneys-in-fact and agents of any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name Title Date

/s/ Guillaume Marie Jean Rutten President and Chief Executive Officer February 21, 2025

Guillaume Marie Jean Rutten (Principal Executive Officer)

Engel President and Chief Executive Officer February 20, 2026

Engel (Principal Executive Officer)

/s/ Megan Faust Executive Vice President, Chief Financial Officer, and Treasurer February 20, 2026

Megan Faust (Principal Financial Officer and Principal Accounting Officer)

Megan Faust (Principal Financial Officer)

/s/ Cherie Buntyn Senior Vice President and Chief Accounting Officer February 20, 2026

Cherie Buntyn (Principal Accounting Officer)

Kim Chairman February 20, 2026

6 unchanged sentences

/s/ Daniel Liao Director February 20, 2026

/s/ John Liu Director February 21, 2025

/s/ MaryFrances McCourt Director February 20, 2026

2 unchanged sentences

Morse Director February 20, 2026

/s/ Giel Marie Jean Rutten Director February 20, 2026

Giel Marie Jean Rutten

Tily Director February 20, 2026

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures