What changed in this filing

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Item 1. Financial Statements

2026-04-22 compared with 2025-10-30 · 163 added, 216 removed, 317 unchanged (54% of the section changed)

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(In thousands, except par value)

September 27,

2026 December 31,

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5,000 shares authorized;

no shares issued and outstanding as of September 27, 2025 and December 31, 2024

no shares issued and outstanding as of March 28, 2026 and December 31, 2025

Common stock, $ 0.025 par value;

100,000 shares authorized;

66,250 shares issued and outstanding as of September 27, 2025, and 66,434 shares issued and outstanding as of December 31, 2024

64,401 shares issued and outstanding as of March 28, 2026, and 67,120 shares issued and outstanding as of December 31, 2025

Additional paid-in capital 1,098,541 1,230,191

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(In thousands, except per share data)

Three Months Ended Nine Months Ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Revenue $ 265,437 $ 200,945 $ 727,561 $ 625,394

Three Months Ended

2026 March 29,

Appliance $ 232,843 $ 179,743

Software and service 47,141 40,499

Total revenue 279,984 220,242

Cost of revenue:

Appliance 99,136 82,745

Software and service 21,552 14,789

Total cost of revenue 120,688 97,534

Gross profit 159,296 122,708

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Income (loss) before income taxes 15,232 ( 2,990 )

Income taxes (benefit) 4,676 ( 3,824 ) 10,099 ( 4,183 )

Income taxes 4,022 1,797

Net income (loss) $ 11,210 $ ( 4,787 )

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Other comprehensive income (loss), net of tax:

Unrealized gain on available-for-sale marketable securities, net 134 1,190 347 983

Unrealized gain (loss) on available-for-sale marketable securities, net ( 600 ) 171

Foreign currency translation adjustments, net ( 134 ) 96

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Shares Amount

Balance as of June 28, 2025 65,294 $ 1,633 $ 1,166,266 $ ( 115 ) $ ( 395,112 ) $ 772,672

Balance as of December 31, 2025 67,120 $ 1,678 $ 1,230,191 $ ( 408 ) $ ( 372,242 ) $ 859,219

Stock-based compensation — — 20,534 — — 20,534

Issuance of common stock under equity incentive plans, net of forfeitures 609 15 19,984 — — 19,999

Repurchases of common stock ( 59 ) ( 1 ) ( 3,162 ) — — ( 3,163 )

Repurchases of common stock including excise tax ( 3,328 ) ( 83 ) ( 172,168 ) — — ( 172,251 )

Net income — — — — 11,210 11,210

Other comprehensive loss — — — ( 734 ) — ( 734 )

Balance as of September 27, 2025 66,250 $ 1,657 $ 1,200,506 $ ( 203 ) $ ( 379,454 ) $ 822,506

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity

Shares Amount

Balance as of June 29, 2024 65,800 $ 1,645 $ 1,121,786 $ ( 973 ) $ ( 368,234 ) $ 754,224

Stock-based compensation — — 16,371 — — 16,371

Issuance of common stock under equity incentive plans, net of forfeitures 518 13 10,585 — — 10,598

Net loss — — — — ( 3,968 ) ( 3,968 )

Other comprehensive income — — — 1,463 — 1,463

Balance as of September 28, 2024 66,318 $ 1,658 $ 1,148,742 $ 490 $ ( 372,202 ) $ 778,688

Balance as of March 28, 2026 64,401 $ 1,610 $ 1,098,541 $ ( 1,142 ) $ ( 361,032 ) $ 737,977

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders’ Equity

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Issuance of common stock under equity incentive plans, net of forfeitures 417 10 10,835 — — 10,845

Repurchases of common stock ( 2,225 ) ( 56 ) ( 76,954 ) — — ( 77,010 )

Net income — — — — 10,672 10,672

Other comprehensive income — — — 409 — 409

Balance as of September 27, 2025 66,250 $ 1,657 $ 1,200,506 $ ( 203 ) $ ( 379,454 ) $ 822,506

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity

Shares Amount

Balance as of December 31, 2023 65,052 $ 1,627 $ 1,078,393 $ ( 659 ) $ ( 360,379 ) $ 718,982

Stock-based compensation — — 48,686 — — 48,686

Issuance of common stock under equity incentive plans, net of forfeitures 1,380 34 25,398 — — 25,432

Repurchases of common stock ( 114 ) ( 3 ) ( 3,735 ) — — ( 3,738 )

Repurchases of common stock including excise tax ( 1,156 ) ( 28 ) ( 40,174 ) — — ( 40,202 )

Net loss — — — — ( 4,787 ) ( 4,787 )

Other comprehensive income — — — 267 — 267

Balance as of September 28, 2024 66,318 $ 1,658 $ 1,148,742 $ 490 $ ( 372,202 ) $ 778,688

Balance as of March 29, 2025 65,695 $ 1,643 $ 1,160,781 $ ( 345 ) $ ( 394,913 ) $ 767,166

See accompanying notes to condensed consolidated financial statements.

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(In thousands, unaudited)

Nine Months Ended

September 27,

2025 September 28,

Three Months Ended

2026 March 29,

Operating activities:

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Maturities of marketable securities 41,388 52,154

Net cash used in investing activities ( 894 ) ( 75,927 )

Net cash provided by investing activities 47,853 10,988

Financing activities:

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Repurchases of common stock ( 170,869 ) ( 39,974 )

Net cash provided by (used in) financing activities ( 36,189 ) 21,695

Net cash used in financing activities ( 150,870 ) ( 29,129 )

Effect of exchange rate changes on cash and cash equivalents ( 102 ) 67

Net increase (decrease) in cash and cash equivalents 51,850 ( 1,048 )

Net decrease in cash and cash equivalents ( 88,485 ) ( 862 )

Cash and cash equivalents at beginning of period 143,086 43,162

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Company and Basis of Presentation

(together with its subsidiaries, “Calix” or the “Company”) was incorporated in August 1999 and is a Delaware corporation.

The Company develops, markets and sells an appliance-based platform, cloud and managed services that focus on the subscriber-facing network, the portion of the network that governs available bandwidth and determines the range and quality of services that can be offered to subscribers.

These platform, cloud and managed services enable broadband experience providers (“BXPs”) of all sizes to innovate and transform their businesses.

The Company’s BXP customers are empowered to utilize real-time data and insights from the Calix platform to simplify their businesses and deliver experiences that excite their subscribers.

These insights enable BXPs to grow their businesses through increased subscriber acquisition, loyalty and revenue, thereby increasing the value of their businesses and contributions to their communities.

(together with its subsidiaries, “Calix,” “we,” “us,” or “our”) was incorporated in August 1999 and is a Delaware corporation.

We develop, market and sell platform, cloud and managed services, which are powered by agentic AI, that enable communications service providers (“CSPs”) of all types and sizes to innovate and transform their businesses to focus on delivering an outstanding subscriber experience and become Communication Experience Providers (“CXPs”).

The platform combines the Calix Agent Workforce™ with intelligent appliances, software, cloud and fully integrated SmartLife™ managed services to enable simplified business models that acquire, retain and grow subscribers and revenue.

Calix Customer Success guides service providers through every stage of their transformation journey with expertise across technology, business and market insights.

Our partner community extends innovation so customers can grow their businesses across markets at scale.

With deep broadband expertise and an end-to-end approach from the datacenters’ access edge to every residential, business and municipal subscriber location, Calix enables any service provider to simplify operations, engagement, and service;

innovate for their subscribers;

and grow value for members, investors, and the communities they serve.

This focus on subscriber experience allows CXPs to expand their brand through increased subscriber acquisition, loyalty and revenue while reducing their operating costs.

Basis of Presentation

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generally accepted accounting principles (“GAAP”) can be condensed or omitted.

In the opinion of management, the financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company’s financial position and operating results.

In the opinion of management, the financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of our financial position and operating results.

All intercompany balances and transactions have been eliminated in consolidation.

The Condensed Consolidated Balance Sheet as of December 31, 2025 has been derived from the audited financial statements at that date.

The results of the Company’s operations can vary during each quarter of the year.

The results of our operations can vary during each quarter of the year.

Therefore, the results and trends in these interim financial statements may not be the same as those for the full year or any future periods.

The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The Company’s fiscal year begins on January 1 st and ends on December 31 st .

The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Our fiscal year begins on January 1 st and ends on December 31 st .

Quarterly periods are based on a 4-4-5 calendar with the first quarter ending on the Saturday closest to March 31 st .

As a result, the Company had one less day in the nine months ended September 27, 2025 than for the nine months ended September 28, 2024.

As a result, we had one less day in the three months ended March 28, 2026 than for the three months ended March 29, 2025.

The preparation of financial statements in conformity with GAAP for interim financial reporting requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes.

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Significant Accounting Policies

The Company’s significant accounting policies are disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024.

The Company’s significant accounting policies did not change during the nine months ended September 27, 2025.

Our significant accounting policies are disclosed in its Annual Report on Form 10-K for the year ended December 31, 2025.

Our significant accounting policies did not change during the three months ended March 28, 2026.

Newly Adopted Accounting Standard

The Company did not adopt any new accounting standards during the nine months ended September 27, 2025 that were significant to the Company.

We did not adopt any new accounting standards during the three months ended March 28, 2026 that were significant to us.

Recent Accounting Pronouncements Not Yet Adopted

There have been no additional accounting pronouncements or changes in accounting pronouncements during the nine months ended September 27, 2025 as compared with the recent accounting pronouncements described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, that are significant or expected to be significant to the Company.

There have been no additional accounting pronouncements or changes in accounting pronouncements during the three months ended March 28, 2026 as compared with the recent accounting pronouncements described in our Annual Report on Form 10-K for the year ended December 31, 2025, that are significant or expected to be significant to us.

Cash, Cash Equivalents and Marketable Securities

The Company has invested its excess cash primarily in money market funds and highly liquid marketable securities such as U.S.

We have invested our excess cash primarily in money market funds and highly liquid marketable securities such as U.S.

treasury securities, corporate debt instruments, commercial paper and U.S.

government securities.

The Company considers all investments with maturities of three months or less when purchased to be cash equivalents.

We consider all investments with maturities of three months or less when purchased to be cash equivalents.

Marketable securities represent highly liquid U.S.

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Marketable securities with maturities greater than one year are classified as current because management considers all marketable securities to be available for current operations.

The Company’s investments have been classified and accounted for as available-for-sale.

Our investments have been classified and accounted for as available-for-sale.

Such investments are recorded at fair value and unrealized holding gains and losses are reported as a separate component of accumulated other comprehensive loss in stockholders’ equity until realized.

Realized gains and losses on sales of marketable securities, if any, are determined on the specific identification method and are reclassified from accumulated other comprehensive loss to results of operations as other expense, net.

Realized gains and losses were not significant for the three and nine months ended September 27, 2025 and September 28, 2024.

Realized gains and losses were not significant for the three months ended March 28, 2026 and March 29, 2025.

Cash, cash equivalents and marketable securities consisted of the following (in thousands):

September 27,

2026 December 31,

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Money market funds 2,403 40,879

government securities 1,247 7,550

government agency securities — 3,463

Total cash and cash equivalents 54,601 143,086

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government securities 23,431 40,510

Commercial paper 21,180 22,715

government agency securities 8,383 9,027

Certificates of deposit 7,021 8,701

Commercial paper 5,228 9,653

Total marketable securities 188,688 245,018

$ 243,289 $ 388,104

The carrying amounts of the Company’s money market funds approximate their fair values due to their nature, duration and short maturities.

The carrying amounts of our money market funds approximate their fair values due to their nature, duration and short maturities.

The amortized cost and fair value of marketable securities were as follows (in thousands):

As of September 27, 2025 Amortized Cost Unrealized Gains (Losses), net Fair Value

As of March 28, 2026 Amortized Cost Unrealized Gains (Losses), net Fair Value

Corporate debt securities $ 144,701 $ ( 76 ) $ 144,625

Commercial paper 68,721 ( 15 ) 68,706

government securities 23,411 20 23,431

Commercial paper 15,356 ( 7 ) 15,349

government agency securities 8,388 ( 5 ) 8,383

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Corporate debt securities $ 176,572 $ 555 $ 177,127

government securities 74,118 14 74,132

Commercial paper 84,752 1 84,753

government securities 40,382 128 40,510

government agency securities 12,465 25 12,490

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Fair Value Measurements

The Company measures its cash equivalents and marketable securities at fair value on a recurring basis.

We measure our cash equivalents and marketable securities at fair value on a recurring basis.

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.

The Company utilizes the following three-tier value hierarchy, which prioritizes the inputs used in measuring fair value:

We utilize the following three-tier value hierarchy, which prioritizes the inputs used in measuring fair value:

Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

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Level 3 – Unobservable inputs to the valuation derived from fair valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The fair value hierarchy also requires the Company to maximize the use of observable inputs, when available, and to minimize the use of unobservable inputs when determining inputs and determining fair value.

The following tables sets forth the Company’s financial assets measured at fair value on a recurring basis based on the three-tier fair value hierarchy (in thousands):

As of September 27, 2025 Level 1 Level 2 Total

The fair value hierarchy also requires us to maximize the use of observable inputs, when available, and to minimize the use of unobservable inputs when determining inputs and determining fair value.

The following tables sets forth our financial assets measured at fair value on a recurring basis based on the three-tier fair value hierarchy (in thousands):

As of March 28, 2026 Level 1 Level 2 Total

Money market funds $ 2,403 $ — $ 2,403

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Accounts receivable, net consisted of the following (in thousands):

September 27,

2026 December 31,

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Inventory consisted of the following (in thousands):

September 27,

2026 December 31,

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Prepaid expenses and other current assets consisted of the following (in thousands):

September 27,

2026 December 31,

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Property and equipment, net consisted of the following (in thousands):

September 27,

2026 December 31,

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Accrued liabilities consisted of the following (in thousands):

September 27,

2026 December 31,

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Professional and consulting fees 5,936 4,981

Current portion of warranty 3,368 5,288

Travel and event expenses 3,270 518

Customer advances or rebates 3,090 4,882

Operations 4,288 1,180

Operating leases 2,856 2,837

Customer advances or rebates 2,841 5,062

Insurance 2,041 2,285

Operations 1,263 1,735

Product returns 1,202 2,428

Current portion of warranty and retrofit 2,040 1,961

Freight 1,230 1,571

Product returns 751 946

Fixed assets 373 4,857

Other 8,567 7,153

$ 78,555 $ 91,339

Changes in the Company’s accrued warranty liability were as follows (in thousands):

Three Months Ended Nine Months Ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Changes in the accrued warranty liability were as follows (in thousands):

Three Months Ended

2026 March 29,

Balance at beginning of period $ 3,832 $ 7,287

Accruals for product warranty

998 1,057 ( 205 ) 1,789

Cost of warranty claims

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Lease Commitments

The Company leases office space under non-cancelable operating leases.

Certain of the Company’s operating leases contain renewal options and rent acceleration clauses.

Future minimum payments under the non-cancelable operating leases consisted of the following as of September 27, 2025 (in thousands):

We lease office space under non-cancelable operating leases.

Certain of our operating leases contain renewal options and rent acceleration clauses.

Future minimum payments under the non-cancelable operating leases consisted of the following as of March 28, 2026 (in thousands):

Period Future Minimum Lease Payments

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Less imputed interest ( 2,614 )

As of September 27, 2025, the operating lease liability consisted of the following (in thousands):

As of March 28, 2026, the operating lease liability consisted of the following (in thousands):

Accrued liabilities - current portion of operating leases $ 2,856

Operating leases 11,860

In December 2024, the Company entered into a new headquarters office lease agreement for 23,000 square feet in San Jose, California.

The lease commenced in August 2025 for a term of 90 months.

The future minimum lease payments of $ 8.9 million are included in the table above.

The Company recorded a right-of-use operating lease asset and operating lease liability of $ 7.0 million in the third quarter of 2025.

The Company’s previous lease in San Jose, California expires in October 2025.

The weighted average discount rate for the Company’s operating leases as of September 27, 2025 was 5.1 %.

The weighted average remaining lease term as of September 27, 2025 was 5.9 years.

For the three and nine months ended September 27, 2025, rent expense was $ 1.3 million and $ 3.5 million, respectively.

For the three and nine months ended September 28, 2024, rent expense was $ 1.2 million and $ 3.5 million, respectively.

Cash paid within operating cash flows for operating leases was $ 3.5 million and $ 3.4 million for the nine months ended September 27, 2025 and September 28, 2024, respectively.

We lease our headquarters office space in San Jose, California under a lease agreement that expires in January 2033.

The future minimum lease payments under the lease are $ 8.7 million and are included in the table above.

The weighted average discount rate for our operating leases as of March 28, 2026 was 5.4 %.

The weighted average remaining lease term as of March 28, 2026 was 5.5 years.

For the three months ended March 28, 2026 and March 29, 2025, rent expense was $ 1.1 million for each respective period.

Cash paid within operating cash flows for operating leases was $ 0.7 million and $ 1.2 million for the three months ended March 28, 2026 and March 29, 2025, respectively.

Purchase Commitments

The Company’s contract manufacturers (“CMs”) and original design manufacturers (“ODMs”) place orders for component inventory based upon the Company’s build forecasts and pursuant to stated component lead times to ensure adequate component supply.

Our contract manufacturers (“CMs”) and original design manufacturers (“ODMs”) place orders for component inventory based upon our build forecasts and pursuant to stated component lead times to ensure adequate component supply.

The components are used by the CMs and ODMs to build the products included in the build forecasts.

The Company generally does not take ownership of the components held by CMs and ODMs.

The Company places purchase orders with its CMs and ODMs in order to fulfill its monthly finished product inventory requirements.

The Company incurs a liability when the CMs and ODMs convert the component inventory to a finished product and takes ownership of the finished goods inventory.

The Company has from time to time, and subject to certain conditions, reimbursed certain suppliers for component inventory purchases when this inventory has been rendered excess or obsolete, for example due to manufacturing and engineering change orders resulting from design changes, manufacturing discontinuation of products by its suppliers, or in cases where the Company has committed inventory levels that exceed projected demand.

In the event of termination of services with a manufacturing partner, the Company has purchased, and may be required to purchase in the future, certain of the remaining components inventory held by the CM or ODM as well as any outstanding orders pursuant to the contractual provisions with such CM or ODM.

The estimated excess and obsolete component liabilities related to manufacturing and engineering change orders, termination of manufacturing partners and other factors are recorded against Supplier Deposits in “Prepaid expenses and other current assets” or included in “Accrued liabilities” in the accompanying Condensed Consolidated Balance Sheets, because the corresponding component parts have not been received or paid for by the Company.

The Company records the related charges in “Cost of revenue” in its Condensed Consolidated Statements of Comprehensive Income (Loss).

As of September 27, 2025 and December 31, 2024, the Company had approximately $ 192.4 million and $ 138.8 million, respectively, of outstanding purchase commitments for inventories to be delivered by its suppliers, including CMs and ODMs.

From time to time, the Company is involved in various legal proceedings arising from the normal course of business activities.

The Company is not currently a party to any legal proceeding that, if determined adversely to the Company, in management’s opinion, is currently expected to individually or in the aggregate have a material adverse effect on the Company’s business, operating results or financial condition taken as a whole.

We generally do not take ownership of the components held by CMs and ODMs.

We place purchase orders with our CMs and ODMs in order to fulfill our monthly finished product inventory requirements.

We incur a liability when the CMs and ODMs convert the component inventory to a finished product and takes ownership of the finished goods inventory.

As of March 28, 2026 and December 31, 2025, we had approximately $ 311.5 million and $ 317.8 million, respectively, of outstanding purchase commitments to be delivered by our third-party manufacturers and other vendors such as enterprise software vendors.

From time to time, we are involved in various legal proceedings arising from the normal course of business activities.

We are not currently a party to any legal proceeding that, if determined adversely to us, in management’s opinion, is currently expected to individually or in the aggregate have a material adverse effect on our business, operating results or financial condition taken as a whole.

Stockholders’ Equity

2019 Equity Incentive Award Plan

Employees and consultants of the Company, its subsidiaries and affiliates, as well as members of the Company’s Board of Directors, are eligible to receive awards under the Fourth Amended and Restated 2019 Equity Incentive Award Plan (the “2019 Plan”).

The 2019 Plan provides for the grant of stock options, including incentive stock options and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other stock or cash-based awards and dividend equivalents to eligible individuals.

At the Company’s 2025 annual meeting of stockholders, the stockholders approved an increase in the number of shares of common stock issuable under the 2019 Plan by 4.0 million shares.

As of September 27, 2025, there were 3.8 million shares available for issuance under the 2019 Plan.

In February 2025, stock option awards exercisable for up to an aggregate of 3.1 million shares of common stock were granted to certain members of the Company’s leadership team with a grant date exercise price of $ 39.68 per share.

The actual number of shares earned is contingent upon achievement of annual corporate financial targets for bookings and non-GAAP net operating income for 2025 (collectively, the “2025 Performance Targets”) during the one-year performance period.

The stock option awards will vest, subject to certification by the Compensation Committee of the Company’s Board of Directors upon the achievement of the 2025 Performance Targets, as to 25 % of the shares of common stock earned on the one year anniversary of the date of grant, and as to the remaining 75 % of the shares of common stock earned, in substantially equal quarterly installments over the subsequent 36 months, subject to the executive’s continuous service with the Company through the respective vesting dates.

If the combined non-GAAP net operating income target and the bookings target are achieved below 50 % of target, 50 % of the shares would be awarded, and the balance would be forfeited.

If the combined target is achieved at the minimum threshold of 50 % of target, then 75 % of the shares would be awarded, with an increasing percentage of shares awarded above the minimum thresholds up to 100 % of the granted shares for each target.

Each target result is then weighted by 50 % and the combined total determines the percent of target shares.

Our employees, consultants and members of our Board of Directors are eligible to receive awards under the Fourth Amended and Restated 2019 Equity Incentive Award Plan (the “2019 Plan”).

The 2019 Plan provides for the grant of stock options, including incentive stock options and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock

units (“RSUs”), performance stock units (“PSUs”), other stock or cash-based awards and dividend equivalents to eligible individuals.

As of March 28, 2026, there were 2.6 million shares available for issuance under the 2019 Plan.

In February 2026, 0.7 million PSUs were granted to certain members of our leadership team with a grant date fair value of $ 52.02 per share.

The actual number of PSUs earned is contingent upon achievement of an annual corporate financial target for non-GAAP net income per share for 2026 (collectively, the “2026 Performance Target”) during the one-year performance period.

The PSUs will vest, subject to certification by the Compensation Committee of our Board of Directors upon the achievement of the 2026 Performance Target, as to 25 % of the shares of common stock earned on the one year anniversary of the date of grant, and as to the remaining 75 % of the shares of common stock earned, in substantially equal quarterly installments over the subsequent 36 months, subject to the executive’s continuous service with us through the respective vesting dates.

If the non-GAAP net income per share target is achieved below 80 % of target, no shares would be awarded.

If the target is achieved at the minimum threshold of 80 % of target, then the shares would be awarded, with an increasing percentage of shares awarded above the minimum thresholds up to 100 % of the granted shares.

The maximum combined award is 100 %.

The probability of meeting the performance conditions was assessed to be probable as of September 27, 2025, and stock-based compensation expense of $ 6.6 million was recognized for the three months ended September 27, 2025.

For the nine months ended September 27, 2025, stock-based compensation expense of $ 17.4 million was recognized.

During the three months ended September 27, 2025, stock option awards exercisable for up to an aggregate of 0.4 million shares of common stock were granted with a grant date weighted-average exercise price of $ 56.67 per share.

During the nine months ended September 27, 2025, stock option awards exercisable for up to an aggregate of 1.0 million shares of common stock were granted with a grant date weighted-average exercise price of $ 47.39 per share.

The probability of meeting the performance conditions was assessed to be probable as of March 28, 2026, and stock-based compensation expense of $ 2.1 million was recognized for the three months ended March 28, 2026.

During the three months ended March 28, 2026, 0.2 million RSUs were granted with a grant date fair value of $ 52.02 per share.

These RSUs generally vest 25 % on the first anniversary of the vesting commencement date and on a quarterly basis thereafter over an additional three years .

As of March 28, 2026, unrecognized stock-based compensation expense of $ 33.9 million related to the PSUs and RSUs, net of estimated forfeitures, is expected to be recognized over a weighted-average period of 2.5 years.

During the three months ended March 28, 2026, stock option awards exercisable for up to an aggregate of 12,000 shares of common stock were granted with a grant date weighted-average exercise price of $ 53.59 per share.

These stock option awards generally vest 25 % on the first anniversary of the vesting commencement date and on a quarterly basis thereafter over an additional three years .

During the three months ended September 27, 2025, 0.7 million shares of common stock were issued pursuant to the exercise of stock options at a weighted-average exercise price of $ 11.09 per share.

During the nine months ended September 27, 2025, 1.1 million shares of common stock were issued pursuant to the exercise of stock options at a weighted-average exercise price of $ 15.85 per share.

As of September 27, 2025, unrecognized stock-based compensation expense of $ 89.0 million related to stock options, net of estimated forfeitures, is expected to be recognized over a weighted-average period of 2.3 years.

During the nine months ended September 27, 2025, 38,000 restricted stock awards, with a one-year vesting period, were granted to the Company’s Board of Directors with a grant date fair value of $ 42.65 per share.

As of September 27, 2025, unrecognized stock-based compensation expense of $ 1.0 million related to restricted stock awards is expected to be recognized over a weighted-average period of 0.6 years.

During the three months ended March 28, 2026, 0.3 million shares of common stock were issued pursuant to the exercise of stock options at a weighted-average exercise price of $ 31.62 per share.

As of March 28, 2026, unrecognized stock-based compensation expense of $ 61.6 million related to stock options, net of estimated forfeitures, is expected to be recognized over a weighted-average period of 2.0 years.

During 2025, 38,000 restricted stock awards, with a one-year vesting period, were granted to our Board of Directors with a grant date fair value of $ 42.65 per share.

As of March 28, 2026, unrecognized stock-based compensation expense of $ 0.2 million related to restricted stock awards is expected to be recognized over a weighted-average period of 0.1 years.

Employee Stock Purchase Plans

The Company maintains two plans under which employees can purchase Company common stock - the Amended and Restated Employee Stock Purchase Plan (the “ESPP”) and the non-executive Stock Purchase and Matching Plan (“SPMP”).

In March 2025, the Company’s Board of Directors approved amending and restating the Third Amended and Restated 2017 Nonqualified

Employee Stock Purchase Plan (the “NQ ESPP”) as the SPMP, which better describes the nature of the plan whereby when a non-executive employee buys a share, the Company matches it.

The Company’s Board of Directors approval included reserving 2.9 million shares of Company common stock under each of the purchase component and the matching component of the SPMP, including 1.25 million shares for the matching component subject to stockholder approval, with a corresponding decrease in shares authorized in the ESPP of 2.5 million shares.

At the Company’s 2025 annual meeting of stockholders, the stockholders approved an increase to the authorized shares to the SPMP of 1.25 million shares of Common Stock under the matching component, resulting in a corresponding decrease in the shares authorized for issuance under the ESPP of 2.5 million shares.

Shares will be issued from the SPMP starting with the August 8, 2025 purchase period.

The ESPP allows eligible employees to purchase shares of the Company’s common stock through payroll deductions of up to 15 % of their eligible compensation subject to certain Internal Revenue Code limitations.

The offering periods under the ESPP are two six-month offering periods from August 15 th through February 14 th and February 15 th through August 14 th of each year.

The price of common stock purchased under the ESPP is 85 % of the lower of the fair market value of the common stock on the commencement date and the end date of each six-month offering period.

As of September 27, 2025, there were 1.5 million shares available for issuance under the ESPP.

During the nine months ended September 27, 2025, 0.3 million shares were purchased under the ESPP.

As of September 27, 2025, unrecognized stock-based compensation expense of $ 1.2 million related to the ESPP is expected to be recognized over a remaining service period of 0.4 years.

The SPMP allows eligible employees to purchase shares of the Company’s common stock through payroll deductions of up to 25 % of their eligible compensation.

Eligible employees have the right to (a) purchase the maximum number of whole shares of common stock that can be purchased with the elected payroll deductions during each offering period for which the employee is enrolled at a purchase price equal to the closing price of the Company’s common stock on the last day of such offering period and (b) receive an equal number of shares of the Company’s common stock that are subject to a risk of forfeiture in the event the employee terminates employment within the one year period immediately following the purchase date.

We maintained two plans under which employees can purchase our common stock - the Amended and Restated Employee Stock Purchase Plan (the “ESPP”) and the non-executive Stock Purchase and Matching Plan (“SPMP”).

Following the February 14, 2026 purchase, the ESPP was discontinued and the maximum payroll contribution limit to the SPMP was increased from 25 % to 33 %.

During the three months ended March 28, 2026, 0.1 million shares were purchased under the ESPP.

The SPMP allows eligible employees to purchase shares of our common stock through payroll deductions of up to 33 % of their eligible compensation.

Eligible employees have the right to (a) purchase the maximum number of whole shares of common stock that can be purchased with the elected payroll deductions during each offering period for which the employee is enrolled at a purchase price equal to the closing price of our common stock on the last day of such offering period and (b) receive an equal number of shares of our common stock that are subject to a risk of forfeiture in the event the employee terminates employment within the one year period immediately following the purchase date.

The SPMP provides quarterly offering periods from February 8 th through May 7 th , May 8 th through August 7 th , August 8 th through November 7 th and November 8 th through February 7 th of each year, with a maximum of 0.35 million shares allocated per purchase period for the combination of the purchase and matching components.

As of September 27, 2025, there were 2.9 million shares and 2.8 million shares available for issuance under the SPMP purchase and matching components, respectively.

During the nine months ended September 27, 2025, 0.7 million shares were purchased and issued.

As of September 27, 2025, unrecognized stock-based compensation expense of $ 12.9 million related to the NQ ESPP is expected to be recognized over a remaining weighted-average service period of 0.8 years.

As of March 28, 2026, there were 2.7 million shares and 2.6 million shares available for issuance under the SPMP purchase and matching components, respectively.

During the three months ended March 28, 2026, 0.2 million shares were purchased and issued.

As of March 28, 2026, unrecognized stock-based compensation expense of $ 16.4 million related to the SPMP is expected to be recognized over a remaining weighted-average service period of 0.9 years.

Stock-Based Compensation

The following table summarizes stock-based compensation expense (in thousands):

Three Months Ended Nine Months Ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Three Months Ended

2026 March 29,

Cost of revenue $ 895 $ 780

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Stock Repurchase Program

The Company maintains a common stock repurchase program.

We maintain a common stock repurchase program.

Under the repurchase program, repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements.

The specific timing, price and size of the purchases depends on prevailing stock prices, general economic and market conditions and other considerations consistent with the Company’s capital allocation strategy.

The repurchase program does not obligate the Company to acquire a particular amount of common stock, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion.

In April 2025, the Company’s Board of Directors authorized a $ 100.0 million increase to this program.

During the three months ended September 27, 2025, the Company purchased 0.1 million shares of common stock for an aggregate purchase price of $ 3.5 million at an average price per share of $ 59.20 .

During the nine months ended September 27, 2025, the Company purchased 2.2 million shares of common stock for an aggregate purchase price of $ 77.0 million at an average price per share of $ 34.61 .

As of September 27, 2025, the remaining authorized balance under this program was $ 125.9 million.

The specific timing, price and size of the purchases depends on prevailing stock prices, general economic and market conditions and other considerations consistent with our capital allocation strategy.

The repurchase program does not obligate us to acquire a particular amount of common stock, and the repurchase program may be suspended or discontinued at any time at our discretion.

In January 2026, our Board of Directors authorized a $ 125.0 million increase to this program.

During the three months ended March 28, 2026, we purchased 3.3 million shares of common stock for an aggregate purchase price of $ 170.9 million at an average price per share of $ 51.34 .

As of March 28, 2026, the remaining authorized balance under this program was $ 63.4 million.

In April 2026, our Board of Directors authorized a $ 100.0 million increase to our common stock repurchase program.

Revenue from Contracts with Customers

Contract Asset

Contract assets include amounts recognized as revenue prior to the Company’s contractual right to bill the customer.

Contract assets include amounts recognized as revenue prior to our contractual right to bill the customer.

Amounts are billed in accordance with the agreed-upon contractual terms.

Contract assets were $ 4.5 million as of September 27, 2025 as compared to $ 2.8 million as of December 31, 2024, and are included in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets.

The Company expects to bill 23 % of the September 27, 2025 balance during 2025.

Contract assets were $ 4.5 million as of March 28, 2026 as compared to $ 4.8 million as of December 31, 2025, and are included in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets.

We expect to recognize 48 % of the March 28, 2026 balance during 2026.

Contract Liability

Deferred revenue was $ 43.9 million, $ 45.9 million and $ 47.6 million as of September 27, 2025, June 28, 2025 and December 31, 2024, respectively.

The decrease in the deferred revenue balance for the three and nine months ended September 27, 2025 was driven by $ 10.9 million and $ 20.2 million of revenue recognized that was included in the deferred revenue balance at the beginning of each respective period, partially offset by cash payments received or due in advance of satisfying the Company’s performance obligations.

Deferred revenue was $ 50.5 million and $ 50.3 million as of March 28, 2026 and December 31, 2025, respectively.

The increase in the deferred revenue balance for the three months ended March 28, 2026 was driven by cash payments received or due in advance of satisfying our performance obligations offset by $ 11.3 million of revenue recognized that was included in the deferred revenue balance at the beginning of the period.

Remaining performance obligations (“RPOs”) represent contractual commitments that have not yet been fulfilled, which include deferred revenue and amounts that will be invoiced and recognized as revenue in future periods but exclude variable consideration where the monthly invoicing is based on usage or where actual usage exceeds the minimum commitment.

RPOs were $ 354.6 million as of September 27, 2025, and the Company expects to recognize as revenue 40 % of this amount over the next 12 months and nearly all of the remainder over the two years thereafter.

RPOs were $ 376.3 million as of March 28, 2026, and we expect to recognize as revenue 42 % of this amount over the next 12 months and nearly all of the remainder over the two years thereafter.

Contract Costs

The Company capitalizes certain sales commissions related primarily to multi-year subscriptions and extended warranty support for which the expected amortization period is greater than one year.

As of September 27, 2025 and December 31, 2024, the unamortized balance of deferred commissions was $ 17.8 million and $ 17.9 million, respectively, and were included in prepaid expenses and other current assets, and other long-term assets on the Condensed Consolidated Balance Sheets.

For the three and nine months ended September 27, 2025 the amount of amortization was $ 2.9 million and $ 8.2 million, respectively, compared to $ 2.3 million and $ 6.4 million for the three and nine months ended September 28, 2024, respectively.

We capitalize certain sales commissions related primarily to multi-year subscriptions and extended warranty support for which the expected amortization period is greater than one year.

As of March 28, 2026 and December 31, 2025, the unamortized balance of deferred commissions was $ 19.5 million and $ 20.7 million, respectively, and were included in prepaid expenses and other current assets, and other long-term assets on the Condensed Consolidated Balance Sheets.

For the three months ended March 28, 2026 the amount of amortization was $ 3.1 million compared to $ 2.7 million for the three months ended March 29, 2025.

There was no impairment loss in relation to the costs capitalized for these periods.

Concentration of Customer Risk

No customer accounted for more than 10% of the Company’s revenue for the three and nine months ended September 27, 2025 and September 28, 2024.

No customer represented 10% of the Company’s total receivables as of September 27, 2025 and one customer represented 21 % of the Company’s total receivables as of December 31, 2024.

No customer accounted for more than 10% of our revenue for the three months ended March 28, 2026 and March 29, 2025.

No customer represented 10 % of our total receivables as of March 28, 2026 and one customer represented 12 % of our total receivables as of December 31, 2025.

Segment Information

The Company develops, markets and sells an appliance-based broadband platform, cloud and managed services.

There are no segment managers who are held accountable for operations, operating results and plans for levels or components below the Company unit level.

Accordingly, the Company is a single reporting segment and operating unit structure.

The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer, who reviews financial information

presented on a Company-wide basis, for purposes of allocating resources and evaluating financial performance.

We develop, market and sell an appliance-based broadband platform, cloud and managed services.

There are no segment managers who are held accountable for operations, operating results and plans for levels or components below our unit level.

Accordingly, we are a single reporting segment and operating unit structure.

Our chief operating decision maker (“CODM”) is our Chief Executive Officer, who reviews financial information presented on a Company-wide basis, for purposes of allocating resources and evaluating financial performance.

The CODM assesses the performance of the single segment and allocates resources based on revenue and measures derived from gross margin and operating loss that is reported in the Condensed Consolidated Statements of Comprehensive Income (Loss).

In addition, the CODM uses a measure derived from operating expenses in the Condensed Consolidated Statements of Comprehensive Income (Loss) to monitor budget versus actual results to determine the Company’s and management’s performance.

The Company does not have intra-entity sales or transfers.

We do not have intra-entity sales or transfers.

The measure of the single segment assets is the consolidated assets in the Condensed Consolidated Balance Sheet.

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A summary of revenue disaggregated by geographic region based upon the location of the customers was as follows (in thousands):

Three Months Ended Nine Months Ended

September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Three Months Ended

March 28, 2026 March 29, 2025

United States $ 265,345 $ 211,179

1 unchanged sentence

Americas ex U.S.

6,964 6,573 18,313 20,760

Rest of world 1,699 1,067

$ 279,984 $ 220,242

The Company’s property and equipment, net of accumulated depreciation, were located in the following geographical areas (in thousands):

September 27,

Our property and equipment, net of accumulated depreciation, was located in the following geographical areas (in thousands):

2026 December 31, 2025

United States $ 33,465 $ 33,544

China 2,575 2,818

India 2,814 1,652

China 2,719 2,616

$ 38,998 $ 37,812

Selected Financial Information:

The following table presents selected financial information with respect to the Company’s single operating segment (in thousands):

Three Months Ended Nine Months Ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

The following table presents selected financial information with respect to our single operating segment (in thousands):

Three Months Ended

2026 March 29,

Revenue $ 279,984 $ 220,242

12 unchanged sentences

Net income (loss) $ 11,210 $ ( 4,787 )

(1) GAAP cost of revenue adjusted for stock-based compensation and intangible asset amortization.

(1) GAAP cost of revenue adjusted for stock-based compensation and intangible asset amortization (2025 only).

(2) GAAP sales and marketing operating expenses adjusted for stock-based compensation.

1 unchanged sentence

(4) GAAP general and administrative operating expenses adjusted for stock-based compensation.

(5) Other segment items consisted of stock-based compensation expense and intangible asset amortization.

(5) Other segment items consisted of stock-based compensation expense and intangible asset amortization (2025 only).

The following table presents income taxes and the effective tax rates for the periods indicated (in thousands, except percentages):

Three Months Ended Nine Months Ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Three Months Ended

2026 March 29,

Income (loss) before income taxes $ 15,232 $ ( 2,990 )

Income taxes (benefit) $ 4,676 $ ( 3,824 ) $ 10,099 $ ( 4,183 )

Income taxes $ 4,022 $ 1,797

Effective tax rate 26.4 % ( 60.1 ) %

The Company’s income taxes for the three and nine months ended September 27, 2025 and September 28, 2024 were determined using an estimated effective tax rate adjusted for discrete items that occurred during respective periods.

The Company’s effective tax rate for the three and nine months ended September 27, 2025 differed from the statutory federal corporate tax rate of 21% primarily due to state taxes, the effect of non-deductible stock-based compensation for executive officers offset by the favorable impact of U.S.

Our income taxes for the three months ended March 28, 2026 were determined using an estimated annual effective tax rate adjusted for discrete items that occurred during that period as required under Accounting Standards Codification (“ASC”) 740-270, Accounting for Income Taxes in Interim Periods .

We have historically recorded interim provision for income taxes by applying ASC 740-270.

For the three months ended March 29, 2025, due to the level of forecasted provision for income taxes relative to the forecasted pre-tax income used in computing the effective tax rate, the effective tax rate was highly sensitive to fluctuations in pre-tax income and did not provide a reasonable estimate for income taxes in the interim period.

As such, we computed the provision for income taxes for the three months ended March 29, 2025 using an actual year-to-date tax calculation.

Our effective tax rate for the three months ended March 28, 2026 is different from the statutory federal corporate tax rate of 21% primarily due to state taxes, the effect of non-deductible stock-based compensation for executive officers offset by the favorable impact of U.S.

federal research tax credits and excess tax benefits from stock-based compensation.

The Company’s effective tax rate for the three and nine months ended September 28, 2024 differed from the statutory federal corporate tax rate of 21% primarily due to state taxes, the effect of non-deductible stock-based compensation for executive officers offset by the favorable impact of U.S.

federal research tax credits, excess tax benefits from stock-based compensation and the U.S.

Our effective tax rate for the three months ended March 29, 2025 was different from the statutory federal corporate tax rate of 21% primarily due to state taxes, the effect of non-deductible stock-based compensation for executive officers, excess tax expense from stock-based compensation offset by the favorable impact of U.S.

federal research tax credits and the U.S.

tax impact of foreign operations.

The Company maintained a valuation allowance of $ 30.6 million for the three and nine months ended September 27, 2025, compared to $ 29.3 million for the three and nine months ended September 28, 2024, on certain state deferred tax assets that the Company believes are not more likely than not to be realized in future periods.

The Company considered scheduled reversals of deferred tax liabilities, historic profitability, projected future taxable income, ongoing tax planning strategies and other matters, including the period over which its deferred tax assets will be recoverable, in assessing the need for and the amount of the valuation allowance.

In the event that actual results differ from these estimates, or if the Company decides to adjust these estimates in the future periods, further adjustments to its valuation allowance may be recorded, which could materially impact the Company’s financial position and net income in the period of the adjustment.

In December 2021, the Organization for Economic Cooperation and Development enacted model rules for a new global minimum tax framework (“Pillar Two”), and certain governments in countries in which the Company operates have enacted local Pillar Two legislation, with an effective date from January 1, 2024.

The Company currently does not expect Pillar Two to have a material impact on its financial statements.

On July 4, 2025, President Trump signed the One Big Beautiful Bill Act ("OB3"), which includes a broad range of tax reform provisions affecting businesses.

The OB3 includes numerous changes to existing tax law including extending or making permanent certain business and international tax measures initially established under the 2017 Tax Cuts and Jobs Act, which were set to expire.

Additionally, the OB3 permanently eliminates the requirement to capitalize and amortize U.S.-based research and experimental expenditures over five years, making these expenditures fully deductible in the period incurred.

The Company has accounted for the effects of the OB3 in the interim financial statements for the period ended September 27, 2025, of which the primary impact is a reduction of current tax liabilities and a corresponding reduction in deferred tax assets.

The Company will continue to evaluate the impacts of OB3 including the potential impacts on future periods and tax planning strategies.

We maintained a valuation allowance of $ 32.3 million for the three months ended March 28, 2026, compared to $ 30.6 million for the three months ended March 29, 2025, on certain federal tax credits along with state deferred tax assets that we believe are not more likely than not to be realized in future periods.

We considered scheduled reversals of deferred tax liabilities, historic profitability, projected future taxable income, ongoing tax planning strategies and other matters, including the period over which its deferred tax assets will be recoverable, in assessing the need for and the amount of the valuation allowance.

In the event that actual results differ from these estimates, or if we decide to adjust these estimates in the future periods, further adjustments to its valuation allowance may be recorded, which could materially impact our financial position and net income in the period of the adjustment.

In December 2021, the Organization for Economic Cooperation and Development enacted model rules for a new global minimum tax framework (“Pillar Two”), and certain governments in countries which we operate have enacted local Pillar Two legislation, with an effective date from January 1, 2024.

We currently do not expect Pillar Two to have a material impact on our financial statements.

In July 2025, President Trump signed the One Big Beautiful Bill Act ("OBBBA"), which includes a broad range of tax reform provisions affecting businesses.

The OBBBA includes numerous changes to existing tax law including extending or making permanent certain business and international tax measures initially established under the 2017 Tax Cuts and Jobs Act, which were set to expire.

Additionally, the OBBBA permanently eliminates the requirement to capitalize and amortize U.S.-based research and experimental expenditures over five years, making these expenditures fully deductible in the period incurred.

We have accounted for the effects of the OBBBA in the financial statements for the period ended March 28, 2026.

We will continue to evaluate the impacts of OBBBA including the potential impacts on future periods and tax planning strategies.

Net Income (Loss) Per Common Share

The following table sets forth the computation of basic and diluted net income (loss) per common share for the periods indicated (in thousands, except per share data):

Three Months Ended Nine Months Ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Three Months Ended

2026 March 29,

Net income (loss) $ 11,210 $ ( 4,787 )

9 unchanged sentences

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-Q

Item 1. Financial Statements