What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-27 compared with 2025-03-03 · 757 added, 432 removed, 787 unchanged (60% of the section changed)

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generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 3, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 27, 2026 expressed an adverse opinion thereon.

Restatement of 2024 Financial Statements

As discussed in Note 2 to the consolidated financial statements, the 2024 consolidated financial statements have been restated to correct a misstatement.

Basis for Opinion

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Inventory Valuation

Description of the Matter

The Company’s inventories totaled $419.6 million as of December 31, 2024, representing 11.6% of total assets.

As explained in Note 1 to the consolidated financial statements, the Company values inventories at the lower of standard cost (which approximates actual cost determined on a first-in first-out basis) and estimated net realizable value in each reporting period.

Excess and obsolete inventory is written down to its estimated net realizable value if less than cost.

Auditing management’s estimates for excess and obsolete inventory involved subjective auditor judgment because management’s assessment of whether a write down is required and the measurement of any excess of cost over net realizable value is judgmental and considers a number of qualitative factors that are affected by market and economic conditions outside the Company’s control.

In particular, determination of excess and obsolete inventory utilizes assumptions, including estimated demand for the Company’s products, new product launches, expected industry sales growth, and product lifecycle.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s excess and obsolete inventory write down process.

This included controls over management’s assessment of inventory valuation, including the determination of forecasted usage of inventories.

Our audit procedures included, among others, evaluating the significant assumptions stated above and testing the completeness and accuracy of the underlying data used in management’s excess and obsolete inventory valuation assessment.

We evaluated inventory levels compared to forecasted product demand, historical sales and specific product considerations.

We also assessed the historical accuracy of management’s estimates and performed sensitivity analyses over the significant assumptions to evaluate the changes in the excess and obsolete inventory estimates that would result from changes in the underlying assumptions.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosure to which it relates.

Income Taxes – Realizability of foreign tax incentive

Description of the Matter

As discussed in Note 12 to the financial statements, the Company was granted a tax incentive of $1.4 billion with a ten-year life by a foreign jurisdiction in the year ended December 31, 2024 that may be utilized beginning in 2025.

This tax incentive resulted in a net deferred tax asset with a corresponding tax benefit of $1.3 billion, due to $0.1 billion valuation allowance to reduce the carrying value of the deferred tax asset to the amount management believes it is more likely than not to realize.

Auditing the realizability of the deferred tax asset for the foreign tax incentive was complex as the assessment process includes forecasting future sources of taxable income, scheduling the use the of the tax incentive, which involves subjective assumptions, and the amounts involved are material to the financial statements as a whole.

As discussed in Note 13 to the financial statements, in 2024 the Company was granted a tax incentive with a ten-year life by a foreign jurisdiction, eligible to be utilized beginning in 2025.

This tax incentive is recognized as a deferred tax asset of $1.1 billion, net of $0.2 billion of deferred tax liability and $0.1 billion valuation allowance to reduce the carrying value of the deferred tax asset to the amount management believes it is more likely than not to realize.

Auditing the realizability of the deferred tax asset for the foreign tax incentive was complex as the assessment process includes forecasting future sources of taxable income, scheduling the use of the tax incentive, which involves subjective assumptions, and the amounts involved are material to the financial statements as a whole.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over management’s development of the analysis of the realizability of the foreign tax incentive expected to be utilized.

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We have served as the Company’s auditor since 2019.

San Mateo, California

March 3, 2025

San Jose, California

February 27, 2026

Report of Independent Registered Public Accounting Firm

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We have audited Monolithic Power Systems, Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Monolithic Power Systems, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated March 3, 2025 expressed an unqualified opinion thereon.

In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, Monolithic Power Systems, Inc.

(the Company) has not maintained effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management’s assessment.

A material weakness was identified in controls related to the Company’s review of deferred income taxes.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes.

This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report dated February 27, 2026, which expressed an unqualified opinion thereon.

Basis for Opinion

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/s/ Ernst & Young LLP

San Mateo, California

March 3, 2025

San Jose, California

February 27, 2026

MONOLITHIC POWER SYSTEMS, INC.

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(In thousands, except par value)

2024 (As Restated)

Current assets:

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Acquisition-related intangible assets, net

25,944 25,944

Deferred tax assets, net

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75,022 65,193

Deferred tax liabilities

90,480 93,367

Other long-term liabilities

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662,702 564,697

Commitments and contingencies

Commitments and contingencies (Note 14)

Stockholders’ equity:

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Year Ended December 31,

2024 (As Restated) 2023

$ 2,790,459 $ 2,207,100 $ 1,821,072

Cost of revenue

1,250,718 986,230 799,953

1,539,741 1,220,870 1,021,119

Operating expenses:

Research and development

382,263 324,748 263,643

Selling, general and administrative

428,842 356,764 275,740

Total operating expenses

811,105 681,512 539,383

Operating income

Other income (expense), net

728,636 539,358 481,736

Other income, net

37,580 33,554 24,105

Income before income taxes

766,216 572,912 505,841

Income tax expense (benefit), net

144,733 ( 1,019,146 ) 78,467

$ 621,483 $ 1,592,058 $ 427,374

Net income per share:

$ 12.94 $ 32.76 $ 8.98

$ 12.86 $ 32.60 $ 8.76

Weighted-average shares outstanding:

48,035 48,599 47,610

48,309 48,835 48,771

See accompanying notes to consolidated financial statements.

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Year Ended December 31,

2024 (As Restated) 2023

$ 621,483 $ 1,592,058 $ 427,374

Other comprehensive loss, net of tax:

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments

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( 217 ) 1,394 5,543

Other comprehensive loss, net of tax

Other comprehensive income (loss), net of tax

33,359 ( 21,449 ) ( 3,985 )

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Stockholders’

Income (Loss)

Balance as of January 1, 2023

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- - ( 196,713 ) - ( 196,713 )

Common stock issued under the employee equity incentive plan

Common stock issued

928 8,686 - - 8,686

Common stock issued under the employee stock purchase plan

Repurchases of common stock

( 7 ) ( 3,741 ) - - ( 3,741 )

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48,028 1,129,937 947,064 ( 27,062 ) 2,049,939

Net income (As Restated)

- - 1,592,058 - 1,592,058

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- - ( 246,303 ) - ( 246,303 )

Common stock issued under the employee equity incentive plan

911 1,118 - - 1,118

Common stock issued under the employee stock purchase plan

Common stock issued

796 8,727 - - 8,727

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- 205,631 - - 205,631

Balance as of December 31, 2023

Balance as of December 31, 2024 (As Restated)

47,823 706,817 2,292,819 ( 48,511 ) 2,951,125

- - 621,483 - 621,483

Other comprehensive loss

Other comprehensive income

- - - 33,359 33,359

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- - ( 304,651 ) - ( 304,651 )

Common stock issued under the employee equity incentive plan

Common stock issued under the employee stock purchase plan

Common stock issued

894 9,220 - - 9,220

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Year Ended December 31,

2024 (As Restated)

Cash flows from operating activities:

$ 621,483 $ 1,592,058 $ 427,374

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

Amortization of premium (discount) on available-for-sale securities

Loss (gain) on deferred compensation plan investments

52,513 36,430 40,168

Amortization of discount on available-for-sale securities

( 4,103 ) ( 20,145 ) ( 5,277 )

Gain on deferred compensation plan investments

( 10,033 ) ( 9,400 ) ( 8,505 )

Deferred taxes, net

Gain on sale of equity investment

39,694 ( 1,108,269 ) 5,865

Stock-based compensation expense

227,491 205,640 149,711

( 737 ) 28 ( 1,447 )

Changes in operating assets and liabilities:

Accounts receivable

( 83,066 ) 7,325 2,884

( 145,077 ) ( 35,215 ) 63,583

60,119 54,544 ( 24,310 )

Accounts payable

41,239 23,169 4,797

Accrued compensation and related benefits

19,827 8,743 ( 31,187 )

Income tax liabilities

1,994 13,226 ( 308 )

Other accrued liabilities

16,858 20,276 14,865

Net cash provided by operating activities

838,202 788,410 638,213

Cash flows from investing activities:

Purchases of property and equipment

Cash paid for an assumed lease

( 172,013 ) ( 146,118 ) ( 57,578 )

Purchases of intangible assets

( 2,928 ) ( 18,175 ) -

Purchases of investments

( 397,429 ) ( 1,082,706 ) ( 582,603 )

Maturities and sales of investments

419,578 1,508,135 468,308

Cash paid for acquisition, net of cash acquired

Contributions to deferred compensation plan, net

- ( 33,283 ) -

Contributions to deferred compensation plan

( 4,477 ) ( 4,806 ) ( 6,853 )

Net cash provided by (used in) investing activities

( 157,269 ) 223,047 ( 178,726 )

Cash flows from financing activities:

Property and equipment purchased on extended payment terms

Proceeds from common stock issued under the employee equity incentive plan

Proceeds from common stock issued under the employee stock purchase plan

( 2,600 ) ( 4,087 ) ( 2,826 )

Proceeds from common stock issued

9,220 8,727 8,686

Repurchases of common stock

( 7,686 ) ( 636,244 ) ( 3,741 )

Dividends and dividend equivalents paid

( 284,797 ) ( 240,623 ) ( 185,844 )

Net cash used in financing activities

( 285,863 ) ( 872,227 ) ( 183,725 )

Effect of change in exchange rates

12,510 ( 8,470 ) ( 3,310 )

Net increase in cash, cash equivalents and restricted cash

407,580 130,760 272,452

Cash, cash equivalents and restricted cash, beginning of period

691,941 561,181 288,729

Cash, cash equivalents and restricted cash, end of period

$ 1,099,521 $ 691,941 $ 561,181

Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets:

Cash and cash equivalents

$ 1,099,302 $ 691,816 $ 527,843

Restricted cash included in other current assets

Restricted cash included in other long-term assets

Total cash, cash equivalents, and restricted cash

$ 1,099,521 $ 691,941 $ 561,181

Supplemental disclosures for cash flow information:

Cash paid for income taxes, net

$ 95,061 $ 79,562 $ 85,128

Non-cash investing and financing activities:

Liability accrued for property and equipment purchases

$ 14,521 $ 22,292 $ 1,784

Liability accrued for dividends and dividend equivalents

$ 80,588 $ 63,409 $ 53,213

See accompanying notes to consolidated financial statements.

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Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period.

Significant estimates and assumptions used in these consolidated financial statements primarily include those related to income tax valuation allowances, inventory valuation and stock-based compensation.

The preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and reported amounts of revenue and expenses during the reporting period.

Significant estimates and assumptions used in these consolidated financial statements primarily include those related to income tax valuation allowances and stock-based compensation.

Actual results could differ from these estimates and assumptions, and any such differences may be material to the Company’s consolidated financial statements.

Foreign Currency

The functional currency of the Company’s foreign subsidiaries is the local currency, with the exception of certain subsidiaries which invoice revenues in U.S.

The primary subsidiaries are located in China, Taiwan and Europe, which utilize the Renminbi, the New Taiwan Dollar and the Euro as their currencies, respectively.

The functional currency of the Company’s foreign subsidiaries is the local currency, with the exception of certain subsidiaries that invoice revenues in U.S.

Some subsidiaries are located in China, Taiwan and Europe, which utilize the Renminbi, the New Taiwan Dollar and the Euro as their currencies, respectively.

Accordingly, assets and liabilities of the foreign subsidiaries are translated using exchange rates in effect at the end of the period.

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In addition, the Company incurs foreign currency exchange gains or losses related to certain transactions, including intercompany transactions, that are denominated in a currency other than the functional currency.

Foreign currency exchange gains and losses in connection with the remeasurement and settlement of the balances were reported in other income (expense), net, on the Consolidated Statements of Operations and were not material in any of the periods presented.

Foreign currency exchange gains and losses in connection with the remeasurement and settlement of the balances were reported in other income, net, on the Consolidated Statements of Operations and were not material in any of the periods presented.

For intercompany transactions that are of a long-term investment nature, the Company records the foreign currency exchange gains and losses in accumulated other comprehensive loss on the Consolidated Balance Sheets.

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See Note 5 for additional information on the fair value of the Company’s financial instruments.

Inventories are stated at the lower of standard cost (which approximates actual cost determined on a first-in first-out basis) and estimated net realizable value.

Inventory Valuation

Inventories are valued at the lower of standard cost (which approximates actual cost determined on a first-in first-out basis) and estimated net realizable value.

The Company writes down excess and obsolete inventories based on their age and forecasted demand, which includes estimates taking into consideration the Company’s revenue forecast, outlook on market and economic conditions, technology changes, new product introductions and changes in strategic direction.

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Land is not depreciated.

Goodwill and Acquisition-Related Intangible Assets

Goodwill represents the excess of the fair value of purchase consideration over the fair value of net tangible and identified intangible assets as of the date of acquisition.

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No impairment of goodwill has been identified in any of the periods presented.

In-process research and development (“IPR&D”) assets represent the fair value of incomplete R&D projects that had not reached technological feasibility as of the date of acquisition.

IPR&D assets are initially capitalized at fair value as intangible assets with indefinite lives.

When IPR&D projects are completed, they are reclassified as amortizable intangible assets and are amortized over their estimated useful lives.

Alternatively, if IPR&D projects are abandoned, they are impaired and expensed as R&D costs.

Acquisition-related intangible assets with finite lives consist of developed technologies, which are amortized on a straight-line basis over their estimated remaining useful lives.

The amortization expense is recorded in cost of revenue in the Consolidated Statements of Operations.

No impairment of acquisition-related intangible assets has been identified in any of the periods presented.

Impairment of Long-Lived Assets

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The liabilities for compensation deferred under the plan are recorded at fair value as of the end of each reporting period.

Changes in the fair value of the liabilities are included in operating expenses on the Consolidated Statements of Operations.

Changes in the fair value of the liabilities are included in cost of revenue and operating expenses on the Consolidated Statements of Operations.

The Company manages the risk of changes in the fair value of the liabilities by electing to match the liabilities with investments in corporate-owned life insurance policies, mutual funds and money market funds that offset a substantial portion of the exposure.

The investments are recorded at the cash surrender value of the corporate-owned life insurance policies, and at the fair value of the mutual funds and money market funds.

Changes in the cash surrender value of the corporate-owned life insurance policies and the fair value of mutual fund and money market fund investments are included in other income (expense), net, on the Consolidated Statements of Operations.

Changes in the cash surrender value of the corporate-owned life insurance policies and the fair value of mutual fund and money market fund investments are included in other income, net, on the Consolidated Statements of Operations.

The following table summarizes the deferred compensation plan balances on the Consolidated Balance Sheets (in thousands):

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Costs incurred in R&D are expensed as incurred.

Warranty Reserve

Product Warranty Reserve and Rework

The Company generally provides either a one - or two -year warranty against defects in materials and workmanship and will repair the products, provide replacements at no charge to customers or issue a refund.

As they are considered assurance-type warranties, the Company does not account for them as separate performance obligations.

Warranty reserve requirements are generally based on a specific assessment of the products sold with warranties when a customer asserts a claim for warranty or for a product defect.

The Company accrues for warranty and rework costs upon evaluation of customer specific claims.

Historically, the Company’s warranty obligations and rework costs associated with product-related claims have not been material.

The estimated amount of product warranty and rework liabilities was $ 10.1 million, $ 5.4 million, and $ 16.9 million for the periods ended December 31, 2025, 2024 and 2023.

The Company determines if an arrangement is a lease at inception.

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Stock-Based Compensation

The Company’s restricted stock units (“RSUs”) include time-based RSUs, RSUs with performance conditions (“PSUs”), RSUs with market conditions (“MSUs”), and RSUs with both market and performance conditions (“MPSUs”).

The Company’s restricted stock units (“RSUs”) include time-based RSUs, RSUs with performance conditions (“PSUs”), and RSUs with market conditions (“MSUs”).

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award.

The fair value of time-based RSUs is determined based on the grant date stock price.

The fair value of all other awards, including PSUs that have a purchase price adjustment, MSUs and MPSUs is determined based on the Monte Carlo simulation model.

The fair value of all other awards, including PSUs that have a purchase price adjustment and MSUs, is determined based on the Monte Carlo simulation model.

The valuation model considers inputs including stock price, expected volatility, expected term of awards, risk-free interest rate, and expected dividend yield.

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Compensation expense related to awards subject to performance or market conditions is recognized over the requisite service period for each separately vesting tranche.

For awards with only market conditions, compensation expense is not reversed if the market conditions are not satisfied.

For awards with only performance conditions, as well as awards containing both market and performance conditions, the Company recognizes compensation expense when it becomes probable that the performance goals will be achieved.

Management performs the probability assessment on a quarterly basis by reviewing external factors, such as macroeconomic conditions and the analog industry revenue forecasts, and internal factors, such as our business and operational objectives and revenue forecasts.

For awards with market conditions, compensation expense is not reversed if the market conditions are not satisfied.

For awards with performance conditions, the Company recognizes compensation expense when it becomes probable that the performance goals will be achieved.

Management performs the probability assessment on a quarterly basis by reviewing external factors, such as macroeconomic conditions and analog industry revenue forecasts, and internal factors, such as our business and operational objectives and revenue forecasts.

Changes in the probability assessment of achievement of the performance conditions are accounted for in the period of change by recording a cumulative catch-up adjustment as if the new estimate had been applied since the service inception date.

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The Company is a party to actions and proceedings in the ordinary course of business, including challenges to the enforceability or validity of its intellectual property, claims that the Company’s products infringe on the intellectual property rights of others, and employment matters.

The Company has also been subject to litigation initiated by its stockholders.

The Company is subject to litigation initiated by its stockholders.

The pending proceedings involve complex questions of fact and law and will require the expenditure of significant funds and the diversion of other resources to prosecute and defend.

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Basic net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding for the period.

Diluted net income per share reflects the potential dilution from contingently issuable shares and calculated using the treasury stock method.

Contingently issuable shares, including all types of equity awards, are considered outstanding shares of common stock and included in the basic net income per share as of the date that all necessary conditions to earn the awards have been satisfied.

Prior to the end of the contingency period, the number of contingently issuable shares included in the diluted net income per share is based on the number of shares, if any, that would be issuable under the terms of the arrangement at the end of the reporting period.

The Company’s RSUs contain forfeitable rights to receive cash dividend equivalents, which are accumulated and paid to the employees when the underlying RSUs vest.

Dividend equivalents accumulated on the underlying RSUs are forfeited if the employees do not fulfill the requisite service requirement and, as a result, the awards do not vest.

Accordingly, these awards are not treated as participating securities in the net income per share calculation.

Diluted net income per share reflects the potential dilution from contingently issuable shares and is calculated using the treasury stock method.

Contingently issuable shares, including all types of equity awards, are considered outstanding shares of common stock and included in basic net income per share as of the date that all necessary conditions to earn the awards have been satisfied.

Prior to the end of the contingency period, the number of contingently issuable shares included in diluted net income per share is based on the number of shares, if any, that would be issuable under the terms of the arrangement at the end of the reporting period as if the end of the reporting period were the end of the contingency period.

Comprehensive Income

Comprehensive income represents the change in the Company’s net assets during the period from non-owner sources.

Accumulated other comprehensive loss presented on the Consolidated Balance Sheets primarily consists of unrealized gains and losses related to available-for-sale investments and foreign currency translation adjustments.

Accumulated other comprehensive loss presented on the Consolidated Balance Sheets primarily consists of foreign currency translation adjustments.

Recently Adopted Accounting Pronouncement

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which aims to improve disclosures regarding a public entity’s reportable segments, primarily through more comprehensive disclosures around significant segment expenses.

The Company adopted the guidance during the three months ended December 31, 2024 and the adoption did not have a significant impact on the related Note 16 to the consolidated financial statements.

New Accounting Pronouncements Not Yet Adopted as of December 31, 2024

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which aims to improve an entity’s income tax disclosures around its effective rate reconciliation, income taxes paid, disaggregation of income before income taxes and income tax expense.

The guidance will be effective for annual reporting for fiscal year 2025.

The standard should be applied prospectively and retrospective application is permitted.

The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

The Company adopted the guidance during the year ended December 31, 2025 and applied the new disclosure requirements prospectively to its 2025 annual period.

Prior period disclosures have not been adjusted to reflect the new disclosure requirements.

Refer to Note 13 for further information.

New Accounting Pronouncement Not Yet Adopted as of December 31, 2025

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , which aims to provide more detailed information about the types of expenses in commonly presented expense captions.

The guidance will be effective for annual reporting for fiscal year 2027 and interim reporting for the first quarter in 2028.

The standard can be applied prospectively or retrospectively to any or all prior periods presented in the financial statements.

The Company will adopt this standard in its Form 10-K for the fiscal year ending December 31, 2027.

The Company is evaluating the impact of adoption on its Consolidated Financial Statements.

RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

In connection with the preparation of the Company’s Consolidated Financial Statements as of and for the fiscal year ended December 31, 2025, the Company discovered that in the prior year it had not appropriately accounted for deferred income taxes associated with a one-time tax incentive granted by a certain foreign jurisdiction.

The restatement results in a decrease to income tax benefit, net and deferred income taxes by $ 194.6 million in the consolidated financial statements as of and for the year ended December 31, 2024.

The misstatement was material to the previously issued financial statements of the Company and as a result, the Company has restated its Consolidated Balance Sheet, Consolidated Statement of Operations, Consolidated Statement of Comprehensive Income, Consolidated Statement of Stockholders’ Equity, and Consolidated Statement of Cash Flows as of and for the year ended December 31, 2024 presented herein.

The restatement includes adjustments to deferred tax assets, net, deferred tax liabilities, retained earnings, income tax benefit, net, net income, and net income per share.

The impacts of the restatement are summarized below (in thousands, except per-share amounts):

December 31, 2024

RESTATED CONSOLIDATED BALANCE SHEET

As Previously Reported

Impact of Restatement

Deferred tax assets, net

$ 1,326,840 ( 101,275 ) $ 1,225,565

$ 3,617,097 ( 101,275 ) $ 3,515,822

Deferred tax liabilities

$ - 93,367 $ 93,367

Total liabilities

$ 471,330 93,367 $ 564,697

Retained earnings

$ 2,487,461 ( 194,642 ) $ 2,292,819

Total stockholders’ equity

$ 3,145,767 ( 194,642 ) $ 2,951,125

Total liabilities and stockholders’ equity

$ 3,617,097 ( 101,275 ) $ 3,515,822

Year Ended December 31, 2024

RESTATED CONSOLIDATED STATEMENT OF OPERATIONS

As Previously Reported

Impact of Restatement As Restated

Income tax benefit, net

$ ( 1,213,788 ) 194,642 $ ( 1,019,146 )

$ 1,786,700 ( 194,642 ) $ 1,592,058

Net income per share:

$ 36.76 ( 4.00 ) $ 32.76

$ 36.59 ( 3.99 ) $ 32.60

Retained Earnings

RESTATED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

As Previously Reported

Impact of Restatement As Restated

$ 1,786,700 ( 194,642 ) $ 1,592,058

Balance as of December 31, 2024

$ 2,487,461 ( 194,642 ) $ 2,292,819

Year Ended December 31, 2024

RESTATED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

As Previously Reported

Impact of Restatement As Restated

$ 1,786,700 ( 194,642 ) $ 1,592,058

Comprehensive income

$ 1,765,251 ( 194,642 ) $ 1,570,609

Year Ended December 31, 2024

RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS

As Previously Reported

Impact of Restatement As Restated

$ 1,786,700 ( 194,642 ) $ 1,592,058

Deferred taxes, net

$ ( 1,302,911 ) 194,642 $ ( 1,108,269 )

All referenced amounts for prior period in these financial statements and the notes herein reflect the balances and amounts on a restated basis.

Refer to Note 17, Restatement of Previously Issued Condensed Consolidated Financial Statements, for restated interim financials for the quarterly periods ended March 31, 2025, June 30, 2025, and September 30, 2025.

REVENUE RECOGNITION

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The remaining revenue, which primarily consists of royalty revenue from licensing arrangements and revenue from wafer testing services performed for third parties, was not significant in any of the periods presented.

See Note 16 for the disaggregation of the Company’s revenue by geographic region.

The Company sells its products primarily through third-party distributors and value-added resellers.

In addition, the Company sells directly to certain OEMs, ODMs and end customers.

For the years ended December 31, 2024, 2023 and 2022 , 90 %, 80 % and 83 %, respectively, of the Company’s product sales were made through distribution arrangements.

The Company derives a majority of its revenue from sales to customers located outside North America, with geographic revenue based on the customers’ ship-to locations.

The following is a summary of revenue by geographic region for the periods presented (in thousands):

Year Ended December 31,

Country or Region

$ 1,544,272 $ 1,178,341 $ 934,768

550,110 577,956 307,499

252,737 167,899 169,867

Southeast Asia

148,136 78,765 85,150

113,533 86,899 132,620

96,744 55,235 97,294

84,443 61,695 93,340

$ 2,790,459 $ 2,207,100 $ 1,821,072

The Company sells its products to end customers primarily through third-party distributors and value-added resellers.

For the years ended December 31, 2025, 2024 and 2023 , 85 %, 89 % and 86 %, respectively, of the Company’s total sales were made through distribution arrangements.

These distribution arrangements contain enforceable rights and obligations specific to those distributors and not the end customers.

Purchase orders, which are generally governed by sales agreements or the Company’s standard terms of sale, set the final terms for unit price, quantity, shipping and payment agreed between the Company and the customer.

The Company considers purchase orders to be the contracts with customers.

The Company considers purchase orders to be contracts with the customers.

The unit price as stated on the purchase orders is considered the observable, stand-alone selling price for the arrangements.

The following table summarizes those customers with sales equal to 10% or more of the Company’s total revenue for the periods presented:

Year Ended December 31,

Distributor A

26 % 31 % 26 %

Distributor B

18 % 20 % 19 %

Distributor C

* Represents less than 10%.

The Company’s agreements with these third-party distributors were made in the ordinary course of business and may be terminated with or without cause by these distributors with advance notice.

Although the Company may experience a short-term disruption in the distribution of its products and a short-term decline in revenue if its agreement with any of the distributors were terminated, the Company believes that such termination would not have a material adverse effect on its financial statements because it would be able to engage alternative distributors, resellers and other distribution channels to deliver its products to end customers within a relatively short period following any termination of the agreement with a distributor.

The Company recognizes revenue when it satisfies a performance obligation by transferring control of the promised goods or services to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

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In accordance with the shipping terms specified in the contracts, these criteria are generally met when the products are shipped from the Company’s facilities (such as the “Ex Works” shipping term) or delivered to the customers’ locations (such as the “Delivered Duty Paid” shipping term).

Under certain consignment agreements, the Company recognizes revenue when the customers consume the products from the consigned inventory locations, at which time control transfers to the customers and the Company issues invoices.

Under certain consignment agreements, the Company recognizes revenue when customers consume products from the consigned inventory locations, at which time control transfers to the customers and the Company issues invoices.

Variable Consideration

The Company accounts for price adjustments and stock rotation rights as variable consideration that reduces the transaction price and recognizes that reduction in the same period the associated revenue is recognized.

Certain U.S.-based distributors have price adjustment rights when they sell the Company’s products to their customers at a price that is lower than the distribution price invoiced by the Company.

When the Company receives claims from the distributors that products have been sold to the end customers at the lower prices, the Company issues the distributors credit memos for the price adjustments.

The Company estimates the price adjustments using the expected value method based on an analysis of historical claims, at both the distributor and product level, as well as an assessment of any known trends of product sales mix.

distributors and non-U.S.

distributors do not have price adjustment rights.

The Company records a credit against accounts receivable for the estimated price adjustments, with a corresponding reduction to revenue.

Certain distributors have limited stock rotation rights that permit the return of a small percentage of the previous six months’ purchases in accordance with the contract terms.

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The Company records a receivable when it has an unconditional right to receive consideration after the performance obligations are satisfied.

The Company’s accounts receivables are short-term, with standard payment terms generally ranging from 30 to 90 days.

The Company’s accounts receivable are short-term, with standard payment terms generally ranging from 30 to 90 days.

The Company does not require its customers to provide collateral to support accounts receivable.

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The Company did not recognize any write-offs of accounts receivable or record any allowance for credit losses for the periods presented.

Contract Liabilities:

For customers without credit terms, the Company requires cash payments two weeks before the products are scheduled to be shipped to the customers.

The Company records these payments received in advance of performance as customer prepayments within other accrued liabilities.

As of December 31, 2024 and 2023, customer prepayments totaled $ 6.9 million and $ 2.8 million, respectively.

The increase in the customer prepayment balance for the year ended December 31, 2024 resulted from an increase in unfulfilled customer orders for which the Company had received payments.

The following table summarizes those customers with accounts receivable equal to 10% or more of the Company’s total accounts receivable:

Distributor A

Distributor B

Distributor C

* Represents less than 10%.

Practical Expedients

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The Company’s standard payment terms generally require customers to pay 30 to 90 days after the Company satisfies the performance obligations.

For those customers who are required to pay in advance, the Company satisfies the performance obligations generally within a quarter.

For these reasons, the Company has elected not to determine whether contracts with customers contain significant financing components.

For this reason, the Company has elected not to determine whether contracts with customers contain significant financing components.

The Company’s unsatisfied performance obligations primarily include products held in consignment arrangements and customer purchase orders for products that the Company has not yet shipped.

Because the Company expects to fulfill these performance obligations within one year, the Company has elected not to disclose the amount of these remaining performance obligations.

On January 3, 2024 (the “Acquisition Date”), the Company acquired 100 % of the outstanding capital stock of Axign, a Dutch company that designs and develops class-D audio ICs, targeting applications ranging from portable consumer speakers to automotive and professional-grade multi-speaker systems.

Commencing on the Acquisition Date, Axign became a wholly-owned subsidiary of the Company and its results of operations have been included in the Company’s consolidated financial statements.

Purchase Consideration

The purchase consideration was $ 33.4 million in cash.

In connection with the acquisition, the Company incurred $ 0.4 million in transaction costs that were expensed as incurred and included in selling, general and administrative expenses in the Consolidated Statements of Operations.

Purchase Price Allocation

The purchase price allocation for Axign was as follows (in thousands):

Other tangible assets acquired, net of liabilities assumed

Intangible assets:

Developed technology

Total identifiable net assets acquired

Total net assets acquired

The intangible asset acquired with a finite life includes the core developed technology with an estimated remaining useful life of eight years.

The acquired intangible asset with an indefinite life includes an incomplete R&D project that had not reached technological feasibility as of the Acquisition Date.

The fair values of the developed technology and the IPR&D were determined using the income approach.

The goodwill arising from the acquisition was primarily attributed to the assembled workforce and synergies that are anticipated to enable the Company to develop solutions with lower power consumption in the consumer and automotive end markets using Axign’s digital feedback technology.

The goodwill is not expected to be deductible for tax purposes.

CASH, CASH EQUIVALENTS, INVESTMENTS AND RESTRICTED CASH

CASH, CASH EQUIVALENTS AND INVESTMENTS

The following is a summary of the Company’s cash, cash equivalents and debt investments (in thousands):

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Corporate debt securities

treasuries and government agency bonds

Auction-rate securities backed by student-loan notes

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Due in 1 - 5 years

Due in greater than 5 years

100,064 100,064

Gross realized gains and losses were not material for the periods presented.

The following tables summarize the unrealized gain and loss positions related to the available-for sale investments (in thousands):

December 31, 2024

Amortized Cost

Unrealized Gains

Unrealized Losses

Money market funds

$ 11,867 $ - $ - $ 11,867

Certificates of deposit

164,418 - - 164,418

Corporate debt securities

6,779 - ( 67 ) 6,712

Auction-rate securities backed by student-loan notes

150 - ( 2 ) 148

$ 183,214 $ - $ ( 69 ) $ 183,145

December 31, 2023

Amortized Cost

Unrealized Gains

Unrealized Losses

Money market funds

$ 135,514 $ - $ - $ 135,514

Certificates of deposit

127,123 - - 127,123

Corporate debt securities

96,636 4 ( 1,539 ) 95,101

treasuries and government agency bonds

358,177 327 ( 95 ) 358,409

Auction-rate securities backed by student-loan notes

574 - ( 7 ) 567

$ 718,024 $ 331 $ ( 1,641 ) $ 716,714

The following tables present information about the available-for-sale investments that had been in a continuous unrealized loss position for less than 12 months and for greater than 12 months (in thousands):

December 31, 2024

Less than 12 Months

Greater than 12 Months

Unrealized Losses

Corporate debt securities

$ - $ - $ 6,712 $ ( 67 ) $ 6,712 $ ( 67 )

treasuries and government agency bonds

Auction-rate securities backed by student-loan notes

- - 148 ( 2 ) 148 ( 2 )

$ - $ - $ 6,860 $ ( 69 ) $ 6,860 $ ( 69 )

December 31, 2023

Less than 12 Months

Greater than 12 Months

Unrealized Losses

Corporate debt securities

$ 20,792 $ ( 19 ) $ 70,806 $ ( 1,520 ) $ 91,598 $ ( 1,539 )

treasuries and government agency bonds

97,599 ( 95 ) - - 97,599 ( 95 )

Auction-rate securities backed by student-loan notes

- - 567 ( 7 ) 567 ( 7 )

$ 118,391 $ ( 114 ) $ 71,373 $ ( 1,527 ) $ 189,764 $ ( 1,641 )

An impairment exists when the fair value of an investment is less than its amortized cost basis.

As of December 31, 2024 and 2023, the Company did not consider the impairment of its investments to be a result of credit losses.

The Company typically invests in highly rated securities, with the primary objective of minimizing the potential risk of principal loss.

The Company’s investment policy generally requires securities to be investment grade and limits the amount of credit exposure to any one issuer.

When evaluating a debt security for impairment, management reviews factors such as the Company’s intent to sell, or whether it will more likely than not be required to sell, the security before recovery of its amortized cost basis, the extent to which the fair value of the security is less than its cost, the financial condition of the issuer and the credit quality of the investment.

Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the Consolidated Balance Sheets to the amounts reported on the Consolidated Statements of Cash Flows (in thousands):

Cash and cash equivalents

$ 691,816 $ 527,843

Restricted cash included in other current assets

Restricted cash included in other long-term assets

Total cash, cash equivalents and restricted cash reported on the Consolidated Statements of Cash Flows

Due in greater than 5 years

$ 157,293 $ 157,292

As of December 31, 2023, restricted cash included in other current assets was related to preliminary purchase consideration held in a trust account in connection with the Company’s acquisition of Axign.

Gross realized gains and losses recognized on the sales of available-for-sale investments were not material for the periods presented.

FAIR VALUE MEASUREMENTS

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Financial Assets Measured at Fair Value on a Recurring Basis

The following table details the fair value of the financial assets measured on a recurring basis (in thousands):

The following tables detail the fair value of the Company’s financial assets measured on a recurring basis (in thousands):

December 31, 2025

3 unchanged sentences

157,243 - 157,243 -

Corporate debt securities

6,712 - 6,712 -

Auction-rate securities backed by student-loan notes

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6,712 - 6,712 -

treasuries and government agency bonds

358,409 - 358,409 -

Auction-rate securities backed by student-loan notes

2 unchanged sentences

$ 248,482 $ 77,204 $ 171,130 $ 148

Redemptions and changes in the fair value of the auction-rate securities classified as Level 3 assets were not material for the periods presented.

BALANCE SHEET COMPONENTS

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$ 60,000 $ 60,000

Prepaid expenses

36,083 28,964

RSU tax withholding proceeds receivable

Restricted cash (2)

Prepaids and other

46,982 49,978

$ 106,982 $ 109,978

Other receivables relate to a deposit made to a supplier under a long-term wafer supply agreement.

See Note 13 for details about the supply agreement.

The restricted cash as of December 31, 2023 was related to preliminary purchase consideration held in a trust account in connection with the Company’s acquisition of Axign.

Other receivables relate to an annually refundable deposit made to a supplier under a long-term wafer supply agreement.

Property and Equipment, Net

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( 304,711 ) ( 252,211 )

Total property and equipment, net

$ 627,689 $ 494,945

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57,995 41,791

Operating lease ROU and related assets (2)

$ 165,091 $ 194,377

Prepaid wafer purchases relate to a deposit made to a supplier under a long-term wafer supply agreement.

See Note 13 for details about the supply agreement.

(2) The operating lease ROU and related assets as of December 31, 2024 includes a fair value measurement related to favorable market terms on a facility lease.

Prepaid wafer purchases relate to an annually refundable deposit made to a supplier under a long-term wafer supply agreement.

Other Accrued Liabilities

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$ 103,954 $ 93,653

Dividend equivalents

Operating lease liabilities

19,972 12,974

The Company has operating leases primarily for administrative, sales and marketing offices, manufacturing operations and R&D facilities, employee housing units and certain equipment.

Dividend equivalents

$ 127,835 $ 111,570

The Company has operating leases primarily for administrative, sales and marketing offices, manufacturing operations and R&D facilities, and employee housing units.

These leases have remaining lease terms from less than one year to 19 years.

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$ 19,972 $ 12,974

The following tables summarize certain information related to the leases (in thousands, except percentages and years):

The following tables summarize certain information related to the leases for the periods presented (in thousands, except percentages and years):

Year Ended December 31,

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$ 4,832 $ 4,346 $ 2,954

ROU assets obtained in exchange for new operating lease liabilities

ROU assets obtained

$ 11,519 $ 11,940 $ 7,081

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Total lease liabilities

As of December 31, 2024, the operating leases that had not yet commenced were not material.

As of December 31, 2025, the Company had no operating leases that had not yet commenced.

STOCK-BASED COMPENSATION

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Stock-Based Compensation Expense

The Company recognized stock-based compensation expense as follows (in thousands):

The Company recognized stock-based compensation expense as follows for the periods presented (in thousands):

Year Ended December 31,

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Amount reflects the tax benefit related to stock-based compensation recorded for equity awards that are expected to generate tax deductions when they vest in future periods.

Equity awards granted to the Company’s executive officers are subject to the tax deduction limitations set by Section 162(m) of the IRC.

The Company’s RSUs include time-based RSUs, PSUs, MSUs, and MPSUs.

Equity awards granted to the Company’s executive officers are subject to the tax deduction limitations set by Section 162(m) of the Internal Revenue Code.

The Company’s RSUs include time-based RSUs, PSUs, and MSUs.

Vesting of awards with performance conditions or market conditions is subject to the achievement of pre-determined performance or market goals and the approval of such achievement by the Compensation Committee of the Board of Directors (the “Compensation Committee”).

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A summary of RSU activity is presented in the table below (in thousands, except per share amounts):

Time-Based RSUs

PSUs and MPSUs

Number of Shares

Weighted-Average Grant Date Fair Value Per Share

Number of Shares

Weighted-Average Grant Date Fair Value Per Share

Number of Shares

Weighted-Average Grant Date Fair Value Per Share

Total Time-based RSUs, PSUs and MSUs

Number of Shares

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( 25 ) $ 209.23

( 7 ) $ 316.00 ( 1 ) $ 377.86 ( 6 ) $ 216.37 ( 14 ) $ 275.47

Outstanding at December 31, 2023

2 unchanged sentences

( 6 ) $ 432.32

( 6 ) $ 387.61 ( 4 ) $ 315.19 ( 15 ) $ 110.65 ( 25 ) $ 209.23

Outstanding at December 31, 2024

2 unchanged sentences

( 24 ) $ 473.09

( 4 ) $ 482.83 ( 1 ) $ 409.27 ( 1 ) $ 270.15 ( 6 ) $ 432.32

Outstanding at December 31, 2025

85 $ 516.12 681 $ 524.08 938 $ 203.32 1,704 $ 347.01

Amount reflects the number of awards that may ultimately be earned based on management’s probability assessment of the achievement of performance conditions at each reporting period.

Amount included grants and cancellations of the 2022 Executive PSUs as defined under the “2022 PSUs” section.

The intrinsic value related to vested RSUs was $ 513.0 million, $ 461.3 million and $ 336.8 million for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024, the total intrinsic value of all outstanding RSUs was $ 990.0 million, based on the closing stock price of $ 591.70 .

Amount includes shares that had not been issued as of December 31, 2025.

The fair value related to vested RSUs, as of their respective vesting dates, was $ 1,254.3 million, $ 513.0 million and $ 461.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.

As of December 31, 2025, unamortized compensation expense related to all outstanding RSUs was $ 208.0 million with a weighted-average remaining recognition period of approximately two years.

There were no cash proceeds from vested PSUs with a purchase price for the year ended December 31, 2024.

Cash proceeds from vested PSUs with a purchase price totaled $ 1.1 million and $ 5.4 million for the years ended December 31, 2023, and 2022, respectively.

Time-Based RSUs

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The RSUs generally vest over four years for employees and one year for directors, subject to continued service with the Company.

PSUs and MPSUs

In February 2024, the Compensation Committee granted 50,000 PSUs to the executive officers, which represent the target number of shares that can be earned based on the degree of achievement of three sets of independent performance goals (“2024 Executive PSUs”).

For the first goal, the executive officers can earn up to 300 % of the target number of the 2024 Executive PSUs based on the achievement of the Company’s average three-year (2024 through 2026) revenue growth rate in excess of the analog industry’s average three-year revenue growth rate as published by the Semiconductor Industry Association (the “SIA”).

PSUs and MSUs

In February 2025, the Compensation Committee granted 50,000 PSUs to the executive officers, which represent the target number of shares that can be earned based on the degree of achievement of two sets of independent performance goals (the “2025 Executive PSUs”).

For the first goal, the executive officers can earn up to 300 % of the target number of the 2025 Executive PSUs based on the achievement of the Company’s three-year (2025 through 2027) average revenue growth rate in excess of the analog industry’s three-year average revenue growth rate as published by the Semiconductor Industry Association (the “SIA”).

For the second goal, the executive officers can earn up to 200 % of the target number of the 2025 Executive PSUs based on the achievement of the Company’s three-year (2025 through 2027) total stockholder return percentile ranking relative to the constituent entities in the Philadelphia Semiconductor Sector Index (the “PHLX Index”).

For both goals, a percentage of the 2025 Executive PSUs will fully vest on December 31, 2027, depending on the degree to which the pre-determined goals are met during the performance period.

Assuming the achievement of the highest level of the performance goals, the total stock-based compensation cost for the 2025 Executive PSUs will be $ 138.5 million.

In February 2025, the Compensation Committee granted 11,000 PSUs to certain non-executive employees, which represent the target number of shares that can be earned based on the degree of achievement of the Company’s 2026 revenue goals for certain regions or product line divisions, or based on the degree of achievement of the Company’s two-year (2025 and 2026) average revenue growth rate compared against the analog industry’s two-year average revenue growth rate as published by the SIA (the “2025 Non-Executive PSUs”).

The maximum number of shares that an employee can earn is either 200 % or 300 % of the target number of the 2025 Non-Executive PSUs, depending on the job classification of the employee.

50 % of the 2025 Non-Executive PSUs will vest in the first quarter of 2027 depending on the degree to which the pre-determined goals are met during the performance period.

The remaining 2025 Non-Executive PSUs will vest over the following two years on a quarterly or annual basis.

Assuming the achievement of the highest level of performance goals, the total stock-based compensation cost for the 2025 Non-Executive PSUs will be $ 16.5 million.

The 2025 Executive PSUs and the 2025 Non-Executive PSUs contain a purchase price feature, which requires the employees to pay the Company $ 30 per share upon vesting of the shares.

The $ 30 purchase price requirement is deemed satisfied and waived if the Company’s stock price on the last trading day of the applicable performance period is $30 higher than the grant date stock price of $ 656.29 .

The Company determined the grant date fair value of the 2025 Executive PSUs and the 2025 Non-Executive PSUs using a Monte Carlo simulation model with the following assumptions:

stock price of $ 656.29 , simulation term of three years, expected volatility of 54.42 %, risk-free interest rate of 4.20 %, and expected dividend yield of 0.95 %.

The Monte Carlo simulation model for the 2025 Executive PSUs further utilized correlation coefficients of peer companies of 0.46 to 0.76 .

The correlation coefficients were based on peer companies in the PHLX Index as an aggregate benchmark for determining the market-based total stockholder return component.

There is no illiquidity discount because the awards do not contain any post-vesting sales restrictions.

For the second goal, the executive officers can earn 100 % of the target number of the 2024 Executive PSUs if the Company achieves a reduction in 2026 of 25% global combined Scope 1 and Scope 2 greenhouse gas emissions against the 2022 baseline.

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Assuming the achievement of the highest level of the performance goals, the total stock-based compensation cost for the 2024 Executive PSUs is $ 154.3 million.

In February 2024, the Compensation Committee granted 11,000 PSUs to certain non-executive employees, which represent the target number of shares that can be earned based on the degree of achievement of the Company’s 2025 revenue goals for certain regions or product line divisions, or based on the degree of achievement of the Company’s average two-year (2024 and 2025) revenue growth rate compared against the analog industry’s average two-year revenue growth rate as published by the SIA (“2024 Non-Executive PSUs”).

The maximum number of shares that an employee can earn is either 200 % or 300 % of the target number of the 2024 Non-Executive PSUs, depending on the job classification of the employee.

50 % of the 2024 Non-Executive PSUs will vest in the first quarter of 2026 depending on the degree to which the pre-determined goals are met during the performance period.

The remaining 2024 Non-Executive PSUs will vest over the following two years on a quarterly basis.

Assuming the achievement of the highest level of performance goals, the total stock-based compensation cost for the 2024 Non-Executive PSUs is $ 17.6 million.

In February 2024, the Compensation Committee granted 11,000 PSUs to certain non-executive employees, which represented the target number of shares that could be earned based on the degree of achievement of the Company’s 2025 revenue goals for certain regions or product line divisions, or based on the degree of achievement of the Company’s average two-year (2024 and 2025) revenue growth rate compared against the analog industry’s average two-year revenue growth rate as published by the SIA (the “2024 Non-Executive PSUs”).

The maximum number of shares that an employee could earn is either 200 % or 300 % of the target number of the 2024 Non-Executive PSUs, depending on the job classification of the employee.

Based on the actual revenue achievement at the end of the performance period, a total of 24,000 shares were awarded to the non-executive employees.

50 % of the 2024 Non-Executive PSUs will vest in the first quarter of 2026 depending on the degree to which the pre-determined goals were met during the performance period.

The remaining 2024 Non-Executive PSUs will vest over the following two years on a quarterly or annual basis.

Based on the actual achievement of the performance goals, the total stock-based compensation cost for the 2024 Non-Executive PSUs is $ 15.0 million.

The 2024 Executive PSUs and the 2024 Non-Executive PSUs contain a purchase price feature, which requires the employees to pay the Company $ 30 per share upon vesting of the shares.

The $30 purchase price requirement is deemed satisfied and waived if the Company’s stock price on the last trading day of the associated performance period is $30 higher than the grant date stock price of $ 632.98 .

This market condition was achieved for the 2024 Non-Executive PSUs.

The Company determined the grant date fair value of the 2024 Executive PSUs and the 2024 Non-Executive PSUs using a Monte Carlo simulation model with the following assumptions:

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There is no illiquidity discount because the awards do not contain any post-vesting sales restrictions.

In February 2023, the Compensation Committee granted 69,000 PSUs to the executive officers, which represent the target number of shares that can be earned based on the degree of achievement of two sets of performance goals (“2023 Executive PSUs”).

For the first goal, the executive officers can earn up to 300 % of the target number of the 2023 Executive PSUs based on the achievement of the Company’s average three-year (2023 through 2025) revenue growth rate in excess of the analog industry’s average three-year revenue growth rate as published by the SIA.

For the second goal, the executive officers can earn up to an additional 200 % of the target number of the 2023 Executive PSUs if the Company secures additional manufacturing capacity outside China during the three-year performance period.

For both goals, a percentage of the 2023 Executive PSUs will fully vest on December 31, 2025, depending on the degree to which the pre-determined goals are met during the performance periods.

Assuming the achievement of the highest level of the performance goals, the total stock-based compensation cost for the 2023 Executive PSUs is $ 156.2 million.

In February 2023, the Compensation Committee granted 13,000 PSUs to certain non-executive employees, which represented the target number of shares that could be earned based on the degree of achievement of the Company’s 2024 revenue goals for certain regions or product line divisions, or based on the degree of achievement of the Company’s average two-year (2023 and 2024) revenue growth rate compared against the analog industry’s average two-year revenue growth rate as published by the SIA (“2023 Non-Executive PSUs”).

In February 2023, the Compensation Committee granted 69,000 PSUs to the executive officers, which represented the target number of shares that could be earned based on the degree of achievement of two sets of performance goals (the “2023 Executive PSUs”).

For the first goal, the executive officers could earn up to 300 % of the target number of the 2023 Executive PSUs based on the achievement of the Company’s average three-year (2023 through 2025) revenue growth rate in excess of the analog industry’s average three-year revenue growth rate as published by the SIA.

Based on the actual revenue achievement at the end of the performance period, a total of 208,000 shares were awarded to the executive officers, which fully vested on December 31, 2025.

For the second goal, the executive officers could earn up to an additional 200 % of the target number of the 2023 Executive PSUs if the Company secures additional manufacturing capacity outside China during the three-year performance period.

Based on the actual manufacturing capacity outside China at the end of the performance period, a total of 139,000 shares were awarded to the executive officers, which fully vested on December 31, 2025.

Based on the actual achievement of the performance goals, the total stock-based compensation cost for the 2023 Executive PSUs was $ 156.2 million.

The maximum number of shares that an employee could earn was either 200 % or 300 % of the target number of the 2023 Non-Executive PSUs, depending on the job classification of the employee.

Based on the actual revenue achievement at the end of the performance period, a total of 23,000 shares were awarded to the non-executive employees.

50 % of the 2023 Non-Executive PSUs will vest in the first quarter of 2025.

50 % of the 2023 Non-Executive PSUs vested in the first quarter of 2025.

The remaining 2023 Non-Executive PSUs vest over the following two years on an annual or quarterly basis.

1 unchanged sentence

The 2023 Executive PSUs and the 2023 Non-Executive PSUs contained a purchase price feature, which required the employees to pay the Company $ 30 per share upon vesting of the shares.

The $30 purchase price requirement is deemed satisfied and waived if the Company’s stock price on the last trading day of the performance period is $30 higher than the grant date stock price of $ 467.62 .

This market condition was achieved for the 2023 Non-Executive PSUs.

The $30 purchase price requirement would be deemed satisfied and waived if the Company’s stock price on the last trading day of the performance period was $30 higher than the grant date stock price of $ 467.62 .

This market condition was achieved for the 2023 Executive PSUs and 2023 Non-Executive PSUs.

The Company determined the grant date fair value of the 2023 Executive PSUs and the 2023 Non-Executive PSUs using a Monte Carlo simulation model with the following assumptions:

1 unchanged sentence

There is no illiquidity discount because the awards do not contain any post-vesting sales restrictions.

In February 2022, the Compensation Committee granted 81,000 PSUs to the executive officers, which represented the target number of shares that could be earned subject to the achievement of two sets of performance goals (“2022 Executive PSUs”).

For the first goal, the executive officers could earn up to 300 % of the target number of the 2022 Executive PSUs based on the achievement of the Company’s average two-year (2022 and 2023) revenue growth rate compared against the analog industry’s average two-year revenue growth rate as published by the SIA.

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See the “2022 MSUs” section for further details.

In February 2022, the Compensation Committee granted 14,000 PSUs to certain non-executive employees, which represented the target number of shares that could be earned subject to the achievement of the Company’s 2023 revenue goals for certain regions or product line divisions, or based on the achievement of the Company’s average two-year (2022 and 2023) revenue growth rate compared against the analog industry’s average two -year revenue growth rate as published by the SIA (“2022 Non-Executive PSUs”).

The maximum number of shares that an employee could earn was either 200 % or 300 % of the target number of the 2022 Non-Executive PSUs, depending on the job classification of the employee.

Based on the actual revenue achievement at the end of the performance period, a total of 29,000 shares were awarded to the non-executive employees.

50 % of the 2022 Non-Executive PSUs vested in the first quarter of 2024.

The remaining 2022 Non-Executive PSUs vest over the following two years on an annual or quarterly basis.

Based on the actual achievement of the performance goals, the total stock-based compensation cost for the 2022 Non-Executive PSUs is $ 10.9 million.

The 2022 Executive PSUs and the 2022 Non-Executive PSUs contained a purchase price feature, which required the employees to pay the Company $ 30 per share upon vesting of the shares.

The $30 purchase price requirement was deemed satisfied and waived if the average stock price for 20 consecutive trading days at any time during 2022 and 2023 was $30 higher than the grant date stock price of $ 393.16 .

This market condition was achieved in the first quarter of 2022.

The Company determined the grant date fair value of the 2022 Executive PSUs for the first goal and the 2022 Non-Executive PSUs using a Monte Carlo simulation model with the following assumptions:

stock price of $ 393.16 , simulation term of four years, expected volatility of 44.6 %, risk-free interest rate of 1.5 %, and expected dividend yield of 0.8 %.

In addition, for the 2022 Executive PSUs related to the second goal, the fair value was determined based on the closing stock price at the end of each reporting period, adjusted for accrued dividends and an illiquidity discount of 10.3 % to account for the post-vesting sales restrictions.

In February 2021, the Compensation Committee granted 80,000 PSUs to the executive officers, which represented the target number of shares that could be earned subject to the achievement of two sets of performance goals (“2021 Executive PSUs”).

For the first goal, the executive officers could earn up to 300 % of the target number of the 2021 Executive PSUs based on the achievement of the Company’s average two -year (2021 and 2022) revenue growth rate compared against the analog industry’s average two-year revenue growth rate as published by the SIA.

Based on the actual revenue achievement at the end of the performance period, a total of 240,000 shares were awarded to the executive officers.

50 % of the 2021 Executive PSUs vested in the first quarter of 2023.

The remaining 2021 Executive PSUs vest over the following two years on a quarterly basis.

For the second goal, the executive officers could earn an additional 100% of the target number of the 2021 Executive PSUs subject to the achievement of three environmental objectives under the Company’s ESG initiatives with a performance period through December 31, 2023.

As of December 31, 2023, all three environmental objectives were achieved and a total of 80,000 shares were awarded to the executive officers.

The 2021 Executive PSUs related to the ESG goal fully vested upon achievement of the objectives.

All vested shares related to the ESG goal were subject to a post-vesting sales restriction period of one year.

Based on the actual achievement of the performance goals, the total stock-based compensation cost for the 2021 Executive PSUs is $ 114.4 million.

In February 2021, the Compensation Committee granted 14,000 PSUs to certain non-executive employees, which represented the target number of shares that could be earned subject to the achievement of the Company’s 2022 revenue goals for certain regions or product line divisions, or based on the achievement of the Company’s average two-year (2021 and 2022) revenue growth rate compared against the analog industry’s average two -year revenue growth rate as published by the SIA (“2021 Non-Executive PSUs”).

The maximum number of shares that an employee could earn was either 200 % or 300 % of the target number of the 2021 Non-Executive PSUs, depending on the job classification of the employee.

Based on the actual revenue achievement at the end of the performance period, a total of 33,000 shares were awarded to the non-executive employees.

50 % of the 2021 Non-Executive PSUs vested in the first quarter of 2023.

The remaining 2021 Non-Executive PSUs vest over the following two years on an annual or quarterly basis.

Based on the actual achievement of the performance goals, the total stock-based compensation cost for the 2021 Non-Executive PSUs is $ 11.8 million.

The 2021 Executive PSUs and the 2021 Non-Executive PSUs contained a purchase price feature, which required the employees to pay the Company $ 30 per share upon vesting of the shares.

The $30 purchase price requirement was deemed satisfied and waived if the average stock price for 20 consecutive trading days at any time between the grant date and December 31, 2022 was $30 higher than the grant date stock price of $ 374.57 .

This market condition was achieved in the third quarter of 2021.

The Company determined the grant date fair value of the 2021 Executive PSUs and the 2021 Non-Executive PSUs using a Monte Carlo simulation model with the following assumptions:

stock price of $ 374.57 , simulation term of 4.0 years, expected volatility of 41.4 %, risk-free interest rate of 0.3 %, and expected dividend yield of 0.6 %.

In addition, the grant date fair value for the 2021 Executive PSUs subject to the ESG goal included an illiquidity discount of 9.8 % to account for the post-vesting sales restrictions.

In October 2022, the Compensation Committee cancelled the 2022 Executive PSUs and granted 159,000 MSUs to the executive officers as replacement awards, which represented the target number of shares that could be earned subject to the achievement of both stock price targets and stock performance compared to the companies comprising the Philadelphia Semiconductor Sector Index (“Peer Group”) over a three -year performance period from October 25, 2022 to October 25, 2025 (“2022 Executive MSUs”).

The maximum number of shares that an executive officer could earn was 500 % of the target number of the 2022 Executive MSUs if:

(1) the Company achieved five stock price targets ranging from $ 455 to $ 591 at any time during the performance period, and (2) the Company’s total stockholder return ranked in the 50th percentile or above relative to the Peer Group at the end of the performance period.

As of December 31, 2024, all price targets have been achieved.

Upon achievement of the performance conditions, the 2022 Executive MSUs will fully vest on October 25, 2025.

As of December 31, 2024, all price targets had been achieved.

Based on the Company’s total stockholder return relative to the Peer Group at the end of the performance period, a total of 797,000 shares were awarded to the executive officers, which fully vested on October 25, 2025.

Under modification accounting, the total stock-based compensation cost was $ 119.2 million, which was subsequently updated to $ 124.3 million due to a change of application of accounting methodology.

The total stock-based compensation cost of $ 124.3 million included the unamortized expense of $ 102.8 million related to 2022 Executive PSUs on the modification date and the incremental cost of $ 21.5 million related to the 2022 Executive MSUs as a result of the modification.

The total stock-based compensation cost of $ 124.3 million included the unamortized expense of $ 102.8 million related to the 2022 Executive PSUs on the modification date and the incremental cost of $ 21.5 million related to the 2022 Executive MSUs as a result of the modification.

The Company determined the grant date fair value of the 2022 Executive MSUs using a Monte Carlo simulation model with the following assumptions:

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There was no illiquidity discount because the awards did not contain any post-vesting sales restrictions.

In February 2022, the Compensation Committee granted 24,000 MSUs to certain non-executive employees, which represented the target number of shares that could be earned upon achievement of stock price targets (“2022 Non-Executive MSUs”).

The maximum number of shares that an employee could earn was 500 % of the target number of the 2022 Non-Executive MSUs if the Company achieved five stock price targets ranging from $ 472 to $ 590 during a performance period from February 3, 2022 to February 3, 2025.

As of December 31, 2023, the Company had achieved all stock price targets.

Accordingly, the non-executive employees were awarded a total of 113,000 shares.

The 2022 Non-Executive MSUs will vest in equal amounts on each of the first, second and third anniversaries of February 3, 2025.

The total stock-based compensation cost for the 2022 Non-Executive MSUs is $ 29.8 million.

The Company determined the grant date fair value of the 2022 Non-Executive MSUs using a Monte Carlo simulation model with the following assumptions:

stock price of $ 393.16 , simulation term of six years, expected volatility of 39.0 %, risk-free interest rate of 1.7 %, and expected dividend yield of 0.8 %.

STOCKHOLDERS’ EQUITY

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The Company has a dividend program approved by its Board of Directors, pursuant to which the Company intends to pay quarterly cash dividends on its common stock.

Based on the Company’s historical practice, stockholders of record as of the last business day of the quarter are entitled to receive the quarterly cash dividends when and if declared by the Board of Directors, which are payable to the stockholders in the following month.

The Board of Directors declared the following cash dividends (in thousands, except per share amounts):

The Board of Directors declared the following cash dividends for the periods presented (in thousands, except per share amounts):

Year Ended December 31,

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The Company’s RSUs contain rights to receive cash dividend equivalents, which entitle employees who hold RSUs to the same dividend value per share as holders of common stock.

The dividend equivalents are accumulated and paid to the employees when the underlying RSUs vest.

Dividend equivalents accumulated on the underlying RSUs are forfeited if the employees do not fulfill the requisite service requirement and, as a result, the awards do not vest.

The dividend equivalents are accumulated and paid to the employees after the underlying RSUs vest.

Dividend equivalents accumulated on the underlying RSUs are forfeited if the underlying RSUs do not vest.

As of December 31, 2025 and 2024 , accrued dividend equivalents totaled $ 9.4 million and $ 5.8 million, respectively.

Stock Repurchase Program

In October 2023, the Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to $ 640.0 million of its common stock through October 29, 2026.

Shares were retired upon repurchase.

The Company repurchased approximately 1.0 million and 7,000 shares of its common stock for an aggregate purchase price of $ 636.2 million and $ 3.7 million during the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024, the authorized amount under this program was utilized.

Inflation Reduction Act of 2022 (the “IRA”) requires a 1% excise tax of the value of certain stock repurchases in excess of stock issued for employee compensation made after December 31, 2022, which was not material for the years ended December 31, 2024 and 2023, respectively.

OTHER INCOME (EXPENSE), NET

The components of other income (expense), net, were as follows (in thousands):

Stock Repurchase Programs

In October 2023, the Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to $ 640.0 million of its common stock, which was fully utilized as of December 31, 2024.

In February 2025, the Board of Directors approved another stock repurchase program authorizing the Company to repurchase up to $ 500.0 million of its common stock through February 2028.

Shares are retired upon repurchase.

The Company repurchased approximately 8,000 , 1.0 million, and 7,000 shares of its common stock for an aggregate purchase price of $ 6.6 million, $ 636.2 million, and $ 3.7 million during the years ended December 31, 2025, 2024 and 2023, respectively.

Stock repurchased under the program may be made through open market repurchases, privately negotiated transactions or other structures in accordance with applicable state and federal securities laws, at times and in amounts as management deems appropriate.

The timing and the number of any repurchased common stock will be determined by the Company’s management based on its evaluation of market conditions, legal requirements, share price, and other factors.

The repurchase program does not obligate the Company to purchase any particular number of shares, and may be suspended, modified, or discontinued at any time without prior notice.

Excise taxes on the value of certain stock repurchases in excess of stock issued for employee compensation were not material for the Company’s stock repurchase programs for the years ended December 31, 2025, 2024 and 2023, respectively.

OTHER INCOME, NET

The components of other income, net, were as follows for the periods presented (in thousands):

Year Ended December 31,

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$ 29,151 $ 27,093 $ 23,363

Amortization of discount (premium) on available-for-sale securities, net

Amortization of discount on available-for-sale securities, net

4,103 20,145 5,277

Gain (loss) on deferred compensation plan investments

Gain on deferred compensation plan investments

10,033 9,400 8,505

Charitable contributions

Charitable commitments

( 6,294 ) ( 23,742 ) ( 14,850 )

Gain on sale of equity investment

587 658 1,810

$ 37,580 $ 33,554 $ 24,105

NET INCOME PER SHARE

The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share amounts):

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

Year Ended December 31,

2024 (As Restated) 2023

$ 621,483 $ 1,592,058 $ 427,374

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Anti-dilutive common stock equivalents were not material for the periods presented.

The components of income before income taxes were as follows (in thousands):

Commencing on the Acquisition Date, Axign became a wholly-owned subsidiary of the Company and its results of operations have been included in the Company’s consolidated financial statements.

Purchase Consideration

The purchase consideration was $ 33.4 million in cash.

Purchase Price Allocation

The purchase price allocation for Axign was as follows (in thousands):

Other tangible assets acquired, net of liabilities assumed

Intangible assets:

Developed technology

Total identifiable net assets acquired

Total net assets acquired

The intangible asset acquired with a finite life includes the core developed technology with an estimated remaining useful life of eight years.

The acquired intangible asset with an indefinite life includes an incomplete R&D project that had not reached technological feasibility as of the Acquisition Date.

The fair values of the developed technology and the IPR&D were determined using the income approach.

The goodwill is not expected to be deductible for tax purposes.

The components of income before income taxes were as follows for the periods presented (in thousands):

Year Ended December 31,

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$ 766,216 $ 572,912 $ 505,841

The components of the income tax expense (benefit), net were as follows (in thousands):

The components of the income tax expense (benefit), net were as follows for the periods presented (in thousands):

Year Ended December 31,

2024 (As Restated) 2023

$ 19,428 $ 72,576 $ 61,064

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( 212 ) 160 ( 744 )

40,202 ( 1,106,158 ) 9,893

Income tax expense (benefit), net

$ 144,733 $ ( 1,019,146 ) $ 78,467

The effective tax rate differed from the applicable U.S.

statutory federal income tax rate as follows:

Beginning in 2025 annual reporting, we adopted ASU 2023-09 prospectively.

Refer to Note 1, Summary of Significant Accounting Policies for additional details on the adoption of ASU 2023-09.

A reconciliation of the U.S.

federal statutory income tax rate to our effective tax rate pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025 is as follows (in thousands, except percentages):

Year Ended December 31, 2025

federal statutory income tax rate

$ 160,905 21.0 %

Domestic federal

Research credits

( 19,491 ) ( 2.5 )

Nontaxable and nondeductible items, net

Share-based payments

Cross-border tax laws

Global intangible low-taxed income

Subpart F income

Effects of changes in tax laws or rates enacted in the current period

Changes in valuation allowances

Domestic state and local income taxes, net of federal effect (a)

Foreign tax effects

Statutory income tax rate differential

( 106,770 ) ( 13.9 )

Cantonal taxes, net of federal effect

Nontaxable and nondeductible items, net

( 21,381 ) ( 2.8 )

Other foreign jurisdictions

( 4,069 ) ( 0.5 )

Worldwide changes in unrecognized tax benefits

Effective tax rate

$ 144,733 18.9 %

State taxes in Arizona, California and Florida make up the majority (greater than 50%) of the tax effect in this category.

Year Ended December 31,

2024 (As Restated)

statutory federal tax rate

21.0 % 21.0 %

Foreign income at lower rates

Foreign income tax at lower rates

( 21.4 ) ( 21.9 )

tax impact of foreign earnings and losses

15.1 14.5 16.3

Changes in valuation allowance

626.6 2.9 0.2

Stock-based compensation

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Effects of intercompany transactions

( 608.5 ) - -

Other adjustments

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( 177.9 )% 15.5 %

The prior years’ tax attributes, net of reserves and other adjustments has been disaggregated to conform with the current-year presentation.

The amount of cash paid for income taxes (net of refunds) is as follows (in thousands):

Year Ended December 31,

State and local

Other foreign

Total foreign

Total income taxes paid, net

The budget reconciliation bill H.R.1 (“H.R.1 Act”) signed into law on July 4, 2025, makes permanent certain expiring provisions of the 2017 Tax Cuts and Jobs Act and makes modifications to the existing tax framework.

The primary impact for the current year is the immediate tax expensing of prior year unamortized and current year domestic R&D expenses and accelerated depreciation in the year ended December 31, 2025.

The Company’s tax provision for the year ended December 31, 2025 includes the estimated impact of the H.R.1 Act.

In 2024, one of the Company’s foreign subsidiaries was granted a ten-year tax incentive, beginning in tax year 2025.

A deferred tax benefit of approximately $ 1.3 billion, net of $ 0.1 billion of valuation allowance, was recorded during the year ended December 31, 2024 to reflect the estimated future reductions in cash tax paid in that jurisdiction associated with the incentive.

In December 2024, the Company completed an intercompany transaction that resulted in one of its foreign subsidiaries recording a step up in the tax basis of intangible assets of approximately $ 23.2 billion.

A deferred tax benefit of $ 1.1 billion, net of $ 0.2 billion of deferred tax liability and $ 0.1 billion of valuation allowance, was recorded during the year ended December 31, 2024 to reflect the estimated future reductions in cash tax paid in that jurisdiction associated with the incentive.

The deferred tax asset was $ 1.1 billion, net of $ 0.2 billion of deferred tax liability and $ 0.1 billion of valuation allowance, as of December 31, 2025.

In December 2024, the Company completed an intercompany transaction that resulted in one of its foreign subsidiaries recording a step up in the tax basis of intangible assets of $ 23.2 billion.

This resulted in a deferred tax difference between the U.S.

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GAAP purposes;

therefore, the Company has recorded a full valuation allowance as of December 31, 2024.

therefore, the Company has recorded a full valuation allowance as of December 31, 2024 and December 31, 2025.

In January 2025, the OECD released new Administrative Guidance on the application of the Global Anti-Base Erosion (“GloBE”) Model Rules.

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The components of net deferred tax assets consist of the following (in thousands):

2024 (As Restated)

Deferred tax assets:

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Depreciation and amortization

3,482,782 3,465,739

Stock-based compensation

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Deferred tax liabilities:

Depreciation and amortization

Undistributed foreign earnings

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$ 1,092,403 $ 1,132,198

The prior years’ tax credits and net operating loss components of deferred tax assets have been aggregated within the tax attributes line to conform with the current-year presentation.

Deferred tax assets, net

$ 1,182,883 $ 1,225,565

Deferred tax liabilities

( 90,480 ) ( 93,367 )

Net deferred tax assets

$ 1,092,403 $ 1,132,198

The Company accounts for GILTI as a period cost.

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As of December 31, 2025 and 2024, the Company has evaluated the realization of its deferred tax assets and recorded a valuation allowance for assets that do not meet the more-likely-than-not recognition threshold.

A reconciliation of the beginning and ending balance of valuation allowances was as follows (in thousands):

A reconciliation of the beginning and ending balance of valuation allowances was as follows for the periods presented (in thousands):

Balance at Beginning of Period

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$ 20,321 $ 15,405 $ ( 718 ) $ 35,008

Year ended December 31, 2023

Year ended December 31, 2024 (As Restated)

$ 35,008 $ 3,575,542 $ ( 2,079 ) $ 3,608,471

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$ 3,608,471 $ 21,618 $ ( 12,527 ) $ 3,617,562

The additions in 2024 were primarily the result of the step up in tax basis of intangible assets and a tax incentive received by one of our foreign subsidiaries.

The additions in the year ended December 31, 2024 were primarily the result of the step up in tax basis of intangible assets and a tax incentive received by one of our foreign subsidiaries.

The Company has evaluated the deferred tax assets generated by each of these events and recorded a valuation allowance for any deferred tax assets that are not realizable on a more-likely-than-not basis.

Undistributed Earnings of Subsidiaries:

The Company has analyzed its global working capital and cash requirements, and has determined that it plans to repatriate cash from a foreign subsidiary on an ongoing basis to fund its future U.S.-based expenditures, stock repurchases and dividends.

For the years ended December 31, 2024 and 2023, the Company repatriated $ 642.0 million and $ 140.0 million from a foreign subsidiary, respectively.

No cash was repatriated from the subsidiary during the year ended December 31, 2022.

For all other foreign subsidiaries, the Company expects to indefinitely reinvest undistributed earnings to fund their operations and R&D.

As of December 31, 2024 and 2023, the undistributed earnings were approximately $ 108.2 million and $ 85.0 million, respectively.

For the years ended December 31, 2025 and 2024, the Company repatriated $ 275.0 million and $ 642.0 million, respectively, with immaterial tax impact, from this foreign subsidiary.

For all other foreign subsidiaries, the Company expects to indefinitely reinvest undistributed earnings to fund their operations and research and development.

An actual repatriation of the undistributed earnings could be subject to additional foreign withholding taxes and U.S.

The Company expects to be able to take a dividend received deduction to offset any U.S.

federal income tax liability on the undistributed earnings.

Determination of the unrecognized state and withholding deferred tax liability is not practicable at this time due to the complexities associated with the hypothetical calculation.

Other Income Tax Provision Matters

As of December 31, 2024, the Company did not have federal net operating loss carryforwards.

As of December 31, 2025, the state net operating loss carryforwards for income tax purposes were $ 4.3 million, which will expire beginning in 2031.

As of December 31, 2024, the Company has foreign net operating loss carryforwards for income tax purposes of $ 170.0 million, $ 3.7 million of which can be carried forward indefinitely, while $ 166.3 million will expire beginning in 2029.

As of December 31, 2025, the Company’s foreign net operating loss carryforwards for income tax purposes in non-U.S.

jurisdictions were $ 19.2 million, $ 1.8 million of which can be carried forward indefinitely, while $ 17.4 million will begin to expire in 2029.

As of December 31, 2025, the Company had no R&D tax credit carryforwards for federal income tax purposes.

As of December 31, 2024, the Company has $ 44.7 million for state income tax purposes, which can be carried forward indefinitely.

As of December 31, 2025, the Company had $ 48.2 million for state income tax purposes, which can be carried forward indefinitely.

In the event of a change in ownership, as defined under federal and state tax laws, the Company’s net operating loss and tax credit carryforwards could be subject to annual limitations.

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Increase for tax position of prior year

Decrease due to settlement with tax authorities

Decrease due to lapse of statute of limitation

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Increase for tax position of current year

Increase for tax position of prior year

Decrease for tax position of prior year

Decrease due to lapse of statute of limitation

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As of December 31, 2025 and 2024, the Company has $ 8.2 million and $ 6.3 million, respectively, of accrued interest related to uncertain tax positions, which were recorded in income tax liabilities on the Consolidated Balance Sheets.

The Company is not aware of any facts that would materially change the balance of gross unrecognized tax benefits in the next 12 months.

The Company currently has reduced tax rates in its subsidiaries in Chengdu and Hangzhou, China through 2025 and 2024, respectively, for performing R&D activities.

In December 2023, the Bermuda CIT Act was enacted and signed into law.

The Bermuda CIT Act includes a 15% CIT applicable to Bermuda businesses that are MNE groups with annual revenue of €750M or more beginning in 2025.

As the Bermuda CIT Act is not effective until January 1, 2025, and the Company does not expect to realize material taxable income in Bermuda in 2025, no changes to income tax expense related to the Bermuda CIT Act have been recorded as of December 31, 2024.

The Company currently has reduced tax rates in its subsidiaries in Chengdu and Hangzhou, China through 2025 for performing R&D activities.

Income Tax Examination

The Company is subject to examination of its income tax returns by the IRS and other tax authorities.

The Company is subject to examination of its income tax returns by the U.S.

IRS and other tax authorities.

In general, the tax years for 2022 and forward are open for examination for U.S.

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COMMITMENTS AND CONTINGENCIES

Warranty and Indemnification Provisions

The changes in warranty reserves were as follows (in thousands):

Year Ended December 31,

Balance at beginning of period

$ 16,906 $ 24,082 $ 20,989

Warranties issued

3,576 2,929 3,092

Repairs, replacement and refund

( 9,275 ) ( 2,708 ) ( 2,357 )

Changes in liability for pre-existing warranties

( 5,806 ) ( 7,397 ) 2,358

Balance at end of period

$ 5,401 $ 16,906 $ 24,082

Changes in liability for pre-existing warranties result from changes in estimates for warranties issued in prior periods.

Indemnification Provisions

The Company provides indemnification agreements to certain direct or indirect customers.

The Company agrees to reimburse these parties for any damages, costs and expenses incurred by them as a result of legal actions taken against them by third parties for infringing upon their intellectual property rights as a result of using the Company’s products and technologies.

The Company agrees to reimburse these parties for any damages, costs and expenses incurred by them as a result of legal actions taken against them by third parties for infringing upon third-party intellectual property rights as a result of using the Company’s products and technologies.

These indemnification provisions are varied in scope and are subject to certain terms, conditions, limitations and exclusions.

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There were no indemnification liabilities incurred for the periods presented.

However, there can be no assurances that the Company will not incur any financial liabilities in the future as a result of these obligations.

However, there can be no assurances that the Company will not incur financial liabilities in the future as a result of these obligations, which could be material.

Purchase Commitments

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The purchase obligations primarily consist of wafer and other inventory purchases, assembly and other manufacturing services, construction of manufacturing and R&D facilities, purchases of production and other equipment, and license arrangements.

In May 2022, the Company entered into a long-term supply agreement in order to secure manufacturing production capacity for silicon wafers over a four-year period.

As of December 31, 2024, the Company had remaining prepayments under this agreement of $ 60.0 million reported in other long-term assets on the Consolidated Balance Sheets.

Total estimated future unconditional purchase commitments to all suppliers and other parties, net of the $60.0 million prepayment, as of December 31, 2024 were as follows (in thousands):

Total estimated future unconditional purchase commitments to all suppliers and other parties as of December 31, 2025 were as follows (in thousands):

The Company has also been subject to litigation initiated by its stockholders.

The Company is also subject to litigation initiated by its stockholders.

These proceedings often involve complex questions of fact and law and may require the expenditure of significant funds and the diversion of other resources to prosecute and defend.

The Company defends itself vigorously against any such claims.

As of December 31, 2024 , there were no material pending legal proceedings to which the Company was a party.

EMPLOYEE 401(k) PLAN

The Company sponsors a 401(k) retirement savings plan for all employees in the U.S.

who meet certain eligibility requirements.

Participants may contribute up to the amount allowable as a deduction for federal income tax purposes.

The Company was not required to contribute, and did not contribute, to the plan for the years ended December 31, 2024, 2023 and 2022.

SIGNIFICANT CUSTOMERS

The Company sells its products primarily through third-party distributors and value-added resellers.

In addition, the Company sells directly to OEMs, ODMs and end customers.

The following table summarizes those customers with sales equal to 10% or more of the Company’s total revenue:

Year Ended December 31,

Distributor A

31 % 26 % 24 %

Distributor B

20 % 19 % 19 %

Distributor C

* Represents less than 10%.

The Company’s agreements with these third-party distributors were made in the ordinary course of business and may be terminated with or without cause by these distributors with advance notice.

Although the Company may experience a short-term disruption in the distribution of its products and a short-term decline in revenue if its agreement with any of the distributors were terminated, the Company believes that such termination would not have a material adverse effect on its financial statements because it would be able to engage alternative distributors, resellers and other distribution channels to deliver its products to end customers within a short period following any termination of the agreement with a distributor.

The following table summarizes those customers with accounts receivable equal to 10% or more of the Company’s total accounts receivable:

Distributor A

Distributor B

Distributor C

* Represents less than 10%.

Based on current information, the Company does not believe that a material loss from known matters is probable as of December 31, 2025.

SEGMENT AND GEOGRAPHIC INFORMATION

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All significant segment expenses have been captured on the face of the Consolidated Statements of Operations.

The Company derives a majority of its revenue from sales to customers located outside North America, with geographic revenue based on the customers’ ship-to locations.

The following is a summary of revenue by geographic region (in thousands):

Year Ended December 31,

Country or Region

The following is a summary of long-lived assets by geographic region (in thousands):

$ 332,506 $ 237,649

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64,995 43,394

Southeast Asia

$ 627,689 $ 494,945

SUBSEQUENT EVENTS

Cash Dividend Increase

In February 2026, the Board of Directors of the Company approved an increase in quarterly cash dividends from $ 1.56 per share to $ 2.00 per share.

RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Restatement of Interim Financial Information (Unaudited)

In connection with the preparation of the Company's Consolidated Financial Statements as of and for the fiscal year ended December 31, 2025, the Company discovered that in the prior year it had not appropriately accounted for deferred income taxes associated with a one-time tax incentive granted by a certain foreign jurisdiction.

The adjustment results in a decrease to the net income tax expense and the deferred income taxes, and the amounts were also material to the interim financial information.

The Company has restated its unaudited Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, Condensed Consolidated Statement of Comprehensive Income, and Consolidated Statement of Stockholders’ Equity for the quarterly periods ended March 31, 2025, June 30, 2025, and September 30, 2025.

The impacts of the restatement are summarized below (in thousands, except per-share amounts):

RESTATED CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2025 (UNAUDITED) (in thousands, except par value):

March 31, 2025

As Previously Reported

Impact of Restatement As Restated

Current assets:

Cash and cash equivalents

$ 637,354 $ - $ 637,354

Short-term investments

389,310 - 389,310

Accounts receivable, net

214,866 - 214,866

The following is a summary of long-lived assets by geographic region (in thousands):

454,793 - 454,793

Other current assets

92,063 - 92,063

Total current assets

1,788,386 - 1,788,386

Property and equipment, net

527,348 - 527,348

Acquisition-related intangible assets, net

9,651 - 9,651

25,944 - 25,944

Deferred tax assets, net

1,318,457 ( 100,617 ) 1,217,840

Other long-term assets

135,974 - 135,974

$ 3,805,760 $ ( 100,617 ) $ 3,705,143

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ 127,310 $ - $ 127,310

Accrued compensation and related benefits

74,785 - 74,785

Other accrued liabilities

161,306 - 161,306

Total current liabilities

363,401 - 363,401

Income tax liabilities

69,535 - 69,535

Deferred tax liabilities

- 92,764 92,764

Other long-term liabilities

105,814 - 105,814

Total liabilities

538,750 92,764 631,514

Commitments and contingencies

Stockholders’ equity:

Common stock and additional paid-in capital:

$ 0.001 par value;

shares authorized:

shares issued and outstanding:

47,877 and 47,823, respectively

764,959 - 764,959

Retained earnings

2,545,375 ( 193,381 ) 2,351,994

Accumulated other comprehensive loss

The following table summarizes the changes in accumulated other comprehensive loss (in thousands):

Unrealized Losses on Available-for-Sale Securities Foreign Currency Translation Adjustments

Balance as of January 1, 2023

( 43,324 ) - ( 43,324 )

Other comprehensive income (loss) before reclassifications

Total stockholders’ equity

3,267,010 ( 193,381 ) 3,073,629

Amounts reclassified from accumulated other comprehensive income

Total liabilities and stockholders’ equity

$ 3,805,760 $ ( 100,617 ) $ 3,705,143

RESTATED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THREE MONTHS ENDED MARCH 31, 2025 (UNAUDITED) (in thousands, except per-share amounts):

Three Months Ended March 31, 2025

As Previously Reported

Impact of Restatement As Restated

$ 637,554 $ - $ 637,554

Net current period other comprehensive income (loss)

Cost of revenue

284,324 - 284,324

Balance as of December 31, 2023

353,230 - 353,230

Other comprehensive income (loss) before reclassifications

Operating expenses:

Research and development

92,227 - 92,227

Amounts reclassified from accumulated other comprehensive income

Net current period other comprehensive income (loss)

Selling, general and administrative

92,244 - 92,244

Balance as of December 31, 2024

Total operating expenses

184,471 - 184,471

The amounts reclassified from accumulated other comprehensive income were recorded in other income (expense), net, on the Consolidated Statements of Operations.

SUBSEQUENT EVENTS

OECD Developments

In January 2025, the OECD released new Administrative Guidance on the application of the GloBE Model Rules.

The Company will continue to evaluate the impact of this release or of other prospective guidance on its future global tax provision.

Cash Dividend Increase

In February 2025, the Board of Directors approved an increase in quarterly cash dividends from $ 1.25 per share to $ 1.56 per share.

Stock Repurchase Program

In February 2025 , the Board of Directors approved a new stock repurchase program authorizing the Company to repurchase up to $ 500.0 million of its common stock through February 2028 .

Shares are retired upon repurchase.

The repurchases, if any, will be funded from available working capital and cash repatriation from its subsidiaries.

Stock repurchases under the program may be made through open market repurchases, privately negotiated transactions or other structures in accordance with applicable state and federal securities laws, at times and in amounts as management deems appropriate.

The timing and the number of any repurchased common stock will be determined by the Company’s management based on the evaluation of market conditions, legal requirements, stock price, and other factors.

The repurchase program does not obligate the Company to purchase any particular number of shares and may be suspended, modified, or discontinued at any time without prior notice.

Operating income

168,759 - 168,759

Other income, net

5,131 - 5,131

Income before income taxes

173,890 - 173,890

Income tax expense

40,099 ( 1,261 ) 38,838

$ 133,791 $ 1,261 $ 135,052

Net income per share:

$ 2.80 $ 0.02 $ 2.82

$ 2.79 $ 0.02 $ 2.81

Weighted-average shares outstanding:

47,851 - 47,851

48,006 - 48,006

RESTATED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THREE MONTHS ENDED MARCH 31, 2025 (UNAUDITED) (in thousands):

Three Months Ended March 31, 2025

As Previously Reported

Impact of Restatement As Restated

$ 133,791 $ 1,261 $ 135,052

Other comprehensive income, net of tax:

Foreign currency translation adjustments

5,139 - 5,139

Change in unrealized gains and losses on available-for-sale securities, net of tax of $ 0 and $(248), respectively

Other comprehensive income, net of tax

5,187 - 5,187

Comprehensive income

$ 138,978 $ 1,261 $ 140,239

RESTATED CONDENSED CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2025 (UNAUDITED) (in thousands, except par value):

June 30, 2025

As Previously Reported

Impact of Restatement As Restated

Current assets:

Cash and cash equivalents

$ 787,382 $ - $ 787,382

Short-term investments

358,695 - 358,695

Accounts receivable, net

194,821 - 194,821

490,642 - 490,642

Other current assets

87,217 - 87,217

Total current assets

1,918,757 - 1,918,757

Property and equipment, net

563,885 - 563,885

Acquisition-related intangible assets, net

9,364 - 9,364

25,944 - 25,944

Deferred tax assets, net

1,309,981 ( 99,948 ) 1,210,033

Other long-term assets

144,279 - 144,279

$ 3,972,210 $ ( 99,948 ) $ 3,872,262

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ 129,919 $ - $ 129,919

Accrued compensation and related benefits

81,296 - 81,296

Other accrued liabilities

172,293 - 172,293

Total current liabilities

383,508 - 383,508

Income tax liabilities

73,185 - 73,185

Deferred tax liabilities

- 92,150 92,150

Other long-term liabilities

113,449 - 113,449

Total liabilities

570,142 92,150 662,292

Commitments and contingencies

Stockholders’ equity:

Common stock and additional paid-in capital:

$ 0.001 par value;

shares authorized:

shares issued and outstanding:

47,892 and 47,823, respectively

822,582 - 822,582

Retained earnings

2,603,177 ( 192,098 ) 2,411,079

Accumulated other comprehensive loss

( 23,691 ) - ( 23,691 )

Total stockholders’ equity

3,402,068 ( 192,098 ) 3,209,970

Total liabilities and stockholders’ equity

$ 3,972,210 $ ( 99,948 ) $ 3,872,262

RESTATED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THREE AND SIX MONTHS ENDED JUNE 30, 2025 (UNAUDITED) (in thousands, except per-share amounts):

Three Months Ended June 30, 2025

Six Months Ended June 30, 2025

As Previously Reported

Impact of Restatement As Restated

As Previously Reported

Impact of Restatement As Restated

$ 664,574 $ - $ 664,574 $ 1,302,128 $ - $ 1,302,128

Cost of revenue

298,558 - 298,558 582,882 - 582,882

366,016 - 366,016 719,246 - 719,246

Operating expenses:

Research and development

96,266 - 96,266 188,493 - 188,493

Selling, general and administrative

104,992 - 104,992 197,236 - 197,236

Total operating expenses

201,258 - 201,258 385,729 - 385,729

Operating income

164,758 - 164,758 333,517 - 333,517

Other income, net

12,220 - 12,220 17,351 - 17,351

Income before income taxes

176,978 - 176,978 350,868 - 350,868

Income tax expense

43,252 ( 1,283 ) 41,969 83,351 ( 2,544 ) 80,807

$ 133,726 $ 1,283 $ 135,009 $ 267,517 $ 2,544 $ 270,061

Net income per share:

$ 2.79 $ 0.03 $ 2.82 $ 5.59 $ 0.05 $ 5.64

$ 2.78 $ 0.03 $ 2.81 $ 5.57 $ 0.05 $ 5.62

Weighted-average shares outstanding:

47,887 - 47,887 47,869 - 47,869

48,019 - 48,019 48,012 - 48,012

RESTATED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THREE AND SIX MONTHS ENDED JUNE 30, 2025 (UNAUDITED) (in thousands):

Three Months Ended June 30, 2025

Six Months Ended June 30, 2025

As Previously Reported

Impact of Restatement

As Previously Reported

Impact of Restatement

$ 133,726 $ 1,283 $ 135,009 $ 267,517 $ 2,544 $ 270,061

Other comprehensive income, net of tax:

Foreign currency translation adjustments

19,634 - 19,634 24,773 - 24,773

Change in unrealized gains and losses on available-for-sale securities, net of tax of $ 0 , $50, $ 0 and $(198), respectively

( 1 ) - ( 1 ) 47 - 47

Other comprehensive income, net of tax

19,633 - 19,633 24,820 - 24,820

Comprehensive income

$ 153,359 $ 1,283 $ 154,642 $ 292,337 $ 2,544 $ 294,881

RESTATED CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2025 (UNAUDITED) (in thousands, except par value):

September 30, 2025

As Previously Reported

Impact of Restatement As Restated

Current assets:

Cash and cash equivalents

$ 1,081,251 $ - $ 1,081,251

Short-term investments

188,233 - 188,233

Accounts receivable, net

241,560 - 241,560

505,680 - 505,680

Other current assets

96,021 - 96,021

Total current assets

2,112,745 - 2,112,745

Property and equipment, net

597,311 - 597,311

Acquisition-related intangible assets, net

9,077 - 9,077

25,944 - 25,944

Deferred tax assets, net

1,300,260 ( 99,170 ) 1,201,090

Other long-term assets

161,055 - 161,055

$ 4,206,392 $ ( 99,170 ) $ 4,107,222

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ 141,689 $ - $ 141,689

Accrued compensation and related benefits

99,602 - 99,602

Other accrued liabilities

201,513 - 201,513

Total current liabilities

442,804 - 442,804

Income tax liabilities

78,261 - 78,261

Deferred tax liabilities

- 91,436 91,436

Other long-term liabilities

117,380 - 117,380

Total liabilities

638,445 91,436 729,881

Commitments and contingencies

Stockholders’ equity:

Common stock and additional paid-in capital:

$ 0.001 par value;

shares authorized:

shares issued and outstanding:

47,905 and 47,823, respectively

885,123 - 885,123

Retained earnings

2,705,527 ( 190,606 ) 2,514,921

Accumulated other comprehensive loss

( 22,703 ) - ( 22,703 )

Total stockholders’ equity

3,567,947 ( 190,606 ) 3,377,341

Total liabilities and stockholders’ equity

$ 4,206,392 $ ( 99,170 ) $ 4,107,222

RESTATED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 (UNAUDITED) (in thousands, except per-share amounts):

Three Months Ended September 30, 2025

Nine Months Ended September 30, 2025

As Previously Reported

Impact of Restatement As Restated

As Previously Reported

Impact of Restatement As Restated

$ 737,176 $ - $ 737,176 $ 2,039,304 $ - $ 2,039,304

Cost of revenue

330,948 - 330,948 913,830 - 913,830

406,228 - 406,228 1,125,474 - 1,125,474

Operating expenses:

Research and development

98,173 - 98,173 286,666 - 286,666

Selling, general and administrative

112,872 - 112,872 310,108 - 310,108

Total operating expenses

211,045 - 211,045 596,774 - 596,774

Operating income

195,183 - 195,183 528,700 - 528,700

Other income, net

10,392 - 10,392 27,743 - 27,743

Income before income taxes

205,575 - 205,575 556,443 - 556,443

Income tax expense

27,301 ( 1,492 ) 25,809 110,652 ( 4,036 ) 106,616

$ 178,274 $ 1,492 $ 179,766 $ 445,791 $ 4,036 $ 449,827

Net income per share:

$ 3.72 $ 0.03 $ 3.75 $ 9.31 $ 0.09 $ 9.40

$ 3.71 $ 0.03 $ 3.74 $ 9.28 $ 0.09 $ 9.37

Weighted-average shares outstanding:

47,898 - 47,898 47,879 - 47,879

48,042 - 48,042 48,022 - 48,022

RESTATED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 (UNAUDITED) (in thousands):

Three Months Ended September 30, 2025

Nine Months Ended September 30, 2025

As Previously Reported

Impact of Restatement As Restated

As Previously Reported

Impact of Restatement As Restated

$ 178,274 $ 1,492 $ 179,766 $ 445,791 $ 4,036 $ 449,827

Other comprehensive income, net of tax:

Foreign currency translation adjustments

919 - 919 25,692 - 25,692

Change in unrealized gains and losses on available-for-sale securities, net of tax of $ 17 , $37, $ 17 and $(161), respectively

69 - 69 116 - 116

Other comprehensive income, net of tax

988 - 988 25,808 - 25,808

Comprehensive income

$ 179,262 $ 1,492 $ 180,754 $ 471,599 $ 4,036 $ 475,635

RESTATED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS ’ EQUITY (UNAUDITED) (in thousands, except per-share amounts):

Common Stock and

Additional Paid-in Capital

Comprehensive

Stockholders’

Balance as of January 1, 2025 (As Restated)

47,823 $ 706,817 $ 2,292,819 $ ( 48,511 ) $ 2,951,125

Net income (As Restated)

- - 135,052 - 135,052

Other comprehensive income

- - - 5,187 5,187

Dividends and dividend equivalents declared ($ 1.56 per share)

- - ( 75,877 ) - ( 75,877 )

Common stock issued

54 5,335 - - 5,335

Stock-based compensation expense

- 52,807 - - 52,807

Balance as of March 31, 2025 (As Restated)

47,877 764,959 2,351,994 ( 43,324 ) 3,073,629

Net income (As Restated)

- - 135,009 - 135,009

Other comprehensive income

- - - 19,633 19,633

Dividends and dividend equivalents declared ($ 1.56 per share)

- - ( 75,924 ) - ( 75,924 )

Common stock issued

Repurchases of common stock

( 4 ) ( 2,484 ) - - ( 2,484 )

Stock-based compensation expense

- 60,107 - - 60,107

Balance as of June 30, 2025 (As Restated)

47,892 822,582 2,411,079 ( 23,691 ) 3,209,970

Net income (As Restated)

- - 179,766 - 179,766

Other comprehensive income

- - - 988 988

Dividends and dividend equivalents declared ($ 1.56 per share)

- - ( 75,924 ) - ( 75,924 )

Common stock issued

15 3,885 - - 3,885

Repurchases of common stock

( 2 ) ( 2,017 ) - - ( 2,017 )

Stock-based compensation expense

- 60,673 - - 60,673

Balance as of September 30, 2025 (As Restated)

47,905 $ 885,123 $ 2,514,921 $ ( 22,703 ) $ 3,377,341

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data