What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2025-10-23 compared with 2025-07-23 · 69 added, 108 removed, 929 unchanged (16% of the section changed)

19 unchanged sentences

Increased tariffs or the imposition of other barriers to international trade has previously and could in the future decrease demand and have a material adverse effect on our revenues and operating results.

• Global economic conditions, including factors such as high inflation or a potential recession, could continue to adversely affect our business, financial condition, and results of operations.

• Global economic conditions could continue to adversely affect our revenues, margins, and results of operations.

• We are subject to the cyclical nature of the semiconductor industry.

2 unchanged sentences

The impact of excess inventory in the channel has influenced our customers’ expected demand for certain of our products and has negatively impacted our revenue.

• Our business, financial condition and results of operations could continue to be adversely affected by escalating trade wars, military conflicts, and other geopolitical and economic tensions among or with countries in which we conduct business, including between the United States and China, Israel (and its conflicts with Iran and Lebanon), and among

other countries.

For example, as more entities are added to restricted export control lists, or as semiconductor technology exports to other countries are further controlled, our need to seek authorization from the U.S.

government may impact our ability to do business.

• We also are subject to risks associated with international geopolitical and military conflicts.

• Our business, financial condition and results of operations could continue to be adversely affected by escalating trade wars, military conflicts, and other geopolitical and economic tensions.

• We are subject to risks associated with international geopolitical and military conflicts.

• We will lose sales if we are unable to obtain or retain government authorization to export certain of our products or technology related to the development or production of our products or if such authorizations are revoked, and we will be subject to legal and regulatory consequences if we do not comply with applicable export control laws and regulations.

6 unchanged sentences

• We may be unable to make the substantial and productive research and development investments that are required to remain competitive in our business.

• The complexity of our products could result in unforeseen delays or expenses caused by undetected defects or bugs, which could reduce the market acceptance of our new products, damage our reputation with current or prospective customers and adversely affect our operating costs.

• The complexity of our products could result in unforeseen delays or expenses caused by undetected defects or bugs.

• Our revenue and operating results are subject to substantial quarterly and annual fluctuations and have fluctuated in the past and may fluctuate significantly due to a number of factors that could adversely affect our business and our stock price.

7 unchanged sentences

• We are subject to a variable amount of interest on the principal balance of our credit agreements and could continue to be adversely impacted by high interest rates in the future.

Such indebtedness adversely affects our operating results and cash-flows, as we satisfy our underlying interest and principal payment obligations and contains financial and operational covenants that could adversely affect our operational freedom or ability to pursue strategic transactions that we would otherwise consider to be in the best interests of stockholders, including obtaining additional indebtedness to finance such transactions.

In addition, high interest rates may make it more difficult for us, our customers, and our distributors to obtain financing and service our respective interest and debt obligations, which in turn has an impact on customer demand for our products and our distributors’ business.

Such indebtedness adversely affects our operating results and cash-flows.

In addition, high interest rates may make it more difficult for us, our customers, and our distributors to obtain financing and service our respective interest and debt obligations.

• We are subject to governmental laws, regulations and other legal obligations related to privacy, data protection, and cybersecurity, and any inability of us to comply with such obligations may negatively impact our business.

14 unchanged sentences

• Our share price may be volatile as a result of various factors.

• Our management team may use our available cash and cash equivalents in ways with which you may not agree or in ways which may not yield a return.

• Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.

Risks Relating to our Terminated Merger with Silicon Motion

11 unchanged sentences

Please refer to the Risk Factor entitled “If we are required to pay any damages in connection with legal proceedings related to the termination of the Merger Agreement with Silicon Motion, including for any alleged breaches of the Merger Agreement, or if we agree to make any payments in any settlement of legal proceedings related to the termination of the Merger Agreement, the amount of such damages or payments could be significant and require us to draw down on all our existing lines of credit and use our cash resources, which may not be sufficient to satisfy any damages or payments and could have a material adverse effect on our business, operating results, and financial condition.

We expect that we may not be able to obtain financing on favorable terms

if at all or raise additional capital for any such payments.

Even if we are able to finance such payments through the incurrence of additional indebtedness, any material increase in our indebtedness would adversely affect our operating results and cash-flows as we satisfy our underlying interest and principal payment obligations.

Issuing additional shares of our common stock, if material, will result in dilution of existing shares outstanding.

Any loan agreement is also expected to contain financial and operational covenants that would adversely affect our operational freedom or ability to pursue strategic transactions that we would otherwise consider to be in the best interests of stockholders, including obtaining additional indebtedness to finance such transactions.

We expect that we may not be able to obtain financing on favorable terms if at all or raise additional capital for any such payments.

We have already incurred, and expect to continue to incur, substantial costs in connection with the terminated merger, the termination of the Merger Agreement, and the related legal proceedings.

Aside from any damages or settlement amounts we may be required to pay, these costs are primarily associated with the fees of our financial advisors, accountants, lenders, and legal counsel.

Aside from any damages or settlement amounts we may be required to pay, these costs are primarily associated with the fees of our financial advisors, accountants, lenders, and

legal counsel.

Since the merger has been terminated, we will have received little or no benefit in respect of such costs incurred.

3 unchanged sentences

We expect that we may not be able to obtain financing on favorable terms if at all or raise additional capital for any such payments.

Issuing additional shares of our common stock, if material, will result in dilution of existing shares outstanding.

If we are required to pay any damages in connection with legal proceedings related to the termination of the Merger Agreement, including for any alleged breaches of the Merger Agreement, or if we agree to make any payments in any settlement of legal proceedings related to the termination of the Merger Agreement, the amount of such damages or payments could be significant and require us to draw down on all our existing lines of credit and use our cash resources, which may not be sufficient to satisfy any damages or payments and could have a material adverse effect on our business, operating results, and financial condition.

37 unchanged sentences

These developments may materially and adversely affect our current and future target markets and our ability to compete successfully in those markets.

See the risk factors “We also are subject to risks associated with international geopolitical and military conflicts ” and “We will lose sales if we are unable to obtain or retain government authorization to export certain of our products or technology related to the development or production of our products or if such authorizations are revoked, and we will be subject to legal and regulatory consequences if we do not comply with applicable export control laws and regulations ” below.

See the risk factors “We are subject to risks associated with international geopolitical and military conflicts ” and “We will lose sales if we are unable to obtain or retain government authorization to export certain of our products or technology related to the development or production of our products or if such authorizations are revoked, and we will be subject to legal and regulatory consequences if we do not comply with applicable export control laws and regulations ” below.

Changes in trade policies among the United States and other countries, in particular the imposition of new or higher tariffs, could place pressure on our average selling prices as our customers seek to offset the impact of increased tariffs on their own products.

12 unchanged sentences

Furthermore, compliance with export controls and implementation of additional tariffs may increase compliance costs and further affect our business and operating results.

Global economic conditions, including factors such as high inflation or a potential recession, could continue to adversely affect our business, financial condition, and results of operations.

Inflation and uncertainty in customer demand and the worldwide economy has continued, and we have experienced and could continue to experience volatility in our sales and revenues in the future.

The continued inventory oversupply could potentially lead to more inventory write-downs, including charges for any excess or obsolete inventory which could negatively impact our gross margins.

Global economic conditions, including factors that adversely affect consumer spending for the products that incorporate our integrated circuits, such as high inflation, could continue to adversely affect our revenues, margins, and results of operations.

Our products are incorporated in numerous consumer devices, and demand for such products is ultimately driven by consumer demand for products such as televisions, personal computers, automobiles, and cable modems.

Many of these purchases are discretionary.

Global economic volatility and economic volatility in the specific markets in which the devices that incorporate our products are ultimately sold, including the impacts of inflation and a potential recession, can cause extreme difficulties for our customers and third-party vendors in accurately forecasting and planning future business activities.

If banks and financial institutions with whom we have banking relationships enter receivership or become insolvent in the future, we may be unable to access, and we may lose, some or all of our existing cash and cash equivalents to the extent those funds are not insured or otherwise protected by the FDIC.

This unpredictability has and could continue to cause our customers to delay or reduce their capital expenditures and spending on our products, which delays and lengthens sales cycles and negatively affects the overall demand for our products.

Worsening economic instability could continue to result in a

cancellation of such orders or otherwise adversely affect spending for information technology and limit our ability to forecast future demand for our products, which could reduce expected revenues or result in a write-down of any excess or obsolete inventory.

Global economic volatility and economic volatility in the specific markets in which the devices that incorporate our products are ultimately sold, including the impacts of inflation, can cause extreme difficulties for our customers and third-party vendors in accurately forecasting and planning future business activities.

This unpredictability could cause our customers to reduce spending on our products, which would delay and lengthen sales cycles.

Furthermore, during inflationary economic times, our customers may face challenges in gaining timely access to sufficient credit, which could impact their ability to make timely payments to us.

These events, together with economic volatility that may face the broader economy and, in particular, the semiconductor and communications industries, may adversely affect, our business, particularly to the extent that consumers decrease their discretionary spending for devices deploying our products.

However, the magnitude of such volatility on our business and its duration is uncertain and cannot be reasonably estimated at this time.

Other areas of our business which could be disrupted or subject to negative impacts of negative global economic conditions may include, but may not be limited to, the following:

• Reduced ability to accurately predict our future revenue and budget future expenses;

• Inefficiencies, delays and additional costs in design win, product development, production and fulfillment;

• Accounts receivable collection issues should any of our limited and significant customers experience liquidity concerns;

• Material impacts to the value of our common stock, which may result in impairment of our goodwill;

• Material impairment of our assets, if recoverability thereof becomes a concern;

• Decreased availability of capital or access thereto in the United States and from other jurisdictions in which we operate.

We are subject to the cyclical nature of the semiconductor industry.

The semiconductor industry is highly cyclical and is characterized by constant and rapid technological change, rapid product obsolescence and price erosion, evolving standards, short product life cycles and wide fluctuations in product supply and demand.

The prior downturn, which was aggravated by certain factors such as high interest rates and excess channel inventory, has resulted in, and any future downturns may result in, diminished product demand, production overcapacity, high inventory levels and accelerated erosion of our average selling prices.

Future downturns may result in, diminished product demand, production overcapacity, high inventory levels and erosion of our average selling prices.

Furthermore, any future upturn in the semiconductor industry could result in increased competition for access to third-party foundry and assembly capacity.

5 unchanged sentences

The impact of excess inventory in the channel has influenced our customers’ expected demand for certain of our products and has negatively impacted our revenue.

Our net revenue increased from $187.3 million in the six months ended June 30, 2024, to $204.7 million in the six months ended June 30, 2025, due to recovery in broadband and connectivity markets which had declined in previous periods due to decreased demand resulting from excess inventory in the channel as well as slower demand in regions such as China.

Previously, our net revenues grew to $1.1 billion for the year ended December 31, 2022.

Our net revenue increased from $268.4 million in the nine months ended September 30, 2024, to $331.2 million in the nine months ended September 30, 2025, due to increases in broadband, connectivity and infrastructure markets, which had declined in previous periods due to decreased demand.

We currently expect that revenue will fluctuate in the future, from period-to-period, consistent with the cyclical nature of our industry, and we could experience slower overall growth in revenue in the future due to current macroeconomic conditions impacting customer demand for products in other markets.

Further, the impact of excess inventory in the channel has continued to influence our customers’ expected demand for some of our products and negatively affected our revenue in our industrial and multi-market and infrastructure markets.

We have initiated and implemented workforce reductions in the past two years, and incurred related restructuring costs in anticipation of realizing cost savings in the future.

6 unchanged sentences

• successfully develop new products and penetrate new applications and markets;

• recruit, hire, train and manage additional qualified engineers for our research and development activities, especially in the positions of design engineering, product and test engineering and applications engineering;

• recruit, hire, train, retain and manage qualified engineers for our research and development activities, especially in the positions of design engineering, product and test engineering and applications engineering;

• implement and improve our administrative, financial and operational systems, procedures and controls;

1 unchanged sentence

If we are unable to continue our growth effectively, we may not be able to take advantage of market opportunities or develop new products and we may fail to satisfy customer requirements, maintain product quality, execute our business plan, or respond to competitive pressures.

Our business, financial condition and results of operations could continue to be adversely affected by escalating trade wars, military conflicts, and other geopolitical and economic tensions among or with countries in which we conduct business, including between the United States and China, Israel (and its conflicts with Iran and Lebanon), and among other countries.

1 unchanged sentence

We sell our products throughout the world.

Products shipped to Asia accounted for 79% of our net revenue in the six months ended June 30, 2025.

In addition, as of June 30, 2025, approximately 74% of our employees are located outside of the United States.

Products shipped to Asia accounted for 81% of our net revenue in the nine months ended September 30, 2025.

In addition, as of September 30, 2025, approximately 74% of our employees are located outside of the United States.

The majority of our products are manufactured, assembled and tested in Asia, and our major distributors are located in Asia.

17 unchanged sentences

• difficulty in obtaining distribution and support.

In addition to a significant portion of our wafer supply coming from Taiwan, Singapore, China and South Korea, substantially all of our products undergo packaging and final testing in Taiwan, Singapore, China, South Korea, Malaysia, and Thailand.

In addition to a significant portion of our wafer supply coming from Taiwan, Singapore, China, and South Korea, substantially all of our products undergo packaging and final testing in Taiwan, Singapore, China, South Korea, and Malaysia.

Any conflict or uncertainty in these countries, including due to geopolitical conditions, natural disasters, public health or safety concerns, could have a material adverse effect on our business, financial condition and results of operations.

In addition, if the government of any country in which our products are manufactured or sold sets technical standards for products manufactured in or imported into their country that are not widely shared, it may lead some of our customers to suspend imports of their products into that country, require manufacturers in that country to manufacture products with different technical standards and disrupt cross-border manufacturing relationships which, in each case, could have a material adverse effect on our business, financial condition and results of operations.

We also are subject to risks associated with international geopolitical and military conflicts.

Our business has been impacted by decreased demand in regions such as China in part due to geopolitical conditions, including an escalating international trade war between the United States and other countries (particularly between the United States and China), the escalating military conflict in Israel, including its conflicts with Iran and Lebanon, the Russia-Ukraine conflict, and increased political tensions in Europe, the Middle East and Asia.

We are subject to risks associated with international geopolitical and military conflicts.

Our business has been impacted by decreased demand in regions such as China in part due to geopolitical conditions, including an escalating international trade war between the United States and other countries (particularly between the United States and China), the military conflict in Israel, including its conflicts with Iran and Lebanon, the Russia-Ukraine conflict, and increased political tensions in Europe, the Middle East and Asia.

Currently, significant uncertainty surrounds the future trade relationships among the United States, China, and other countries.

14 unchanged sentences

government expanded the list of advanced integrated circuits, or ICs, subject to heightened export controls, including certain hardware containing these specified ICs, expanded the list of countries that require export authorization for such items, and added new restrictions based on the headquarters location of the parties involved.

Proposed Regulations further expanding the controls to impose a worldwide licensing requirement on certain ICs and computing resources that are used for training of AI models was issued with a scheduled compliance date of May 15, 2025.

Proposed Regulations further expanding the controls to impose a worldwide licensing requirement on certain ICs and computing resources that are used for training of artificial intelligence, or AI, models was issued with a scheduled compliance date of May 15, 2025.

These Proposed Regulations were rescinded but we expect that a revised version of these controls will be issued at some point this year.

20 unchanged sentences

We currently do not sell product in Russia, or sell product to distributors for resale in Russia.

The ongoing military conflict in Israel and Gaza, and Israel’s conflicts with Iran and Lebanon, have resulted in our employees located in Israel having to perform military service and/or being negatively impacted by violence or political instability, which could interrupt business and increase costs associated with relocating employees, engaging with alternative third-party contractors or hiring additional employees outside of Israel.

The military conflict in Israel and Gaza, and Israel’s conflicts with Iran and Lebanon, resulted in our employees located in Israel having to perform military service and/or being negatively impacted by violence or political instability, which could interrupt business and increase costs associated with relocating employees, engaging with alternative third-party contractors or hiring additional employees outside of Israel.

The United States has also imposed additional sanctions on Iran in response to attacks on Israel by Iran.

As the conflict continues, we cannot provide assurances that our business will not be impacted in the future.

If the conflict continues, we cannot provide assurances that our business will not be impacted in the future.

We cannot provide assurances that we will not face disruptions of distribution arrangements in the future, including through the imposition of governmental prohibitions on selling our products to particular customers, further sanctions on Russia or other countries, and/or increases in costs of certain raw materials and transportation that will also adversely affect our revenues and operating results.

8 unchanged sentences

The addition of new entities to restricted party lists can further increase the scope of export restrictions applicable to our business.

The United States

has also announced measures intended to further restrict the export of certain advanced semiconductor products and technology, as well as products that incorporate those advanced semiconductor products, to China, and/or certain companies located in China due to national security and human rights concerns, including the imposition of new license requirements for certain semiconductor technologies.

The United States has also announced measures intended to further restrict the export of certain advanced semiconductor products and technology, as well as products that incorporate those advanced semiconductor products, to China, and/or certain companies located in China due to national security and human rights concerns, including the imposition of new license requirements for certain semiconductor technologies.

Additional restrictions related to advanced semiconductor products and computing resources were released in January 2025 with a scheduled compliance date beginning in May 2025.

21 unchanged sentences

government may not grant licenses or renew licenses to transact business with entities on the Entity List.

In September 2022, we self-identified a potential violation of the EAR related to certain transactions with one of our foundry partners in China on the Entity List in which limited technology was furnished to our Specific Foundry Partner without authorization under the EAR.

Upon discovery, we took immediate action to remediate, including by implementing additional measures to prevent recurrence.

Our Audit Committee engaged outside counsel to conduct a privileged investigation.

On March 3, 2023, we submitted a comprehensive voluntary self-disclosure to BIS regarding the potential EAR violation described above and other potential export control violations.

On June 8, 2023, BIS closed out its review of our voluntary self-disclosure without monetary or other penalties and with the issuance of a “warning letter.”

We depend on a limited number of customers for a substantial portion of our revenue, and the loss of, or a significant reduction in orders from, one or more of our major customers has had and could continue to have a material adverse effect on our revenue and operating results.

2 unchanged sentences

The recipients of such intellectual property are also referred to as the Company’s customers.

In the six months ended June 30, 2025, two customers accounted for 31% of our net revenue, and our ten largest customers collectively accounted for 67% of our net revenue, of which distributor customers accounted for 26% of our net revenue.

Our net revenue increased from $187.3 million in the six months ended June 30, 2024, to $204.7 million in the six months ended June 30, 2025 driven by recovery in broadband and connectivity markets;

however, we have continued to experience a decrease in customer demand, and consequently a reduction in orders for products in other markets, primarily due to macroeconomic factors and excess inventory in the channel following the industry-wide supply shortage in 2021 and 2022.

Such factors may hamper continued recovery of total revenues and diminish our efforts to exponentially grow our total revenues.

In the nine months ended September 30, 2025, two customers accounted for 30% of our net revenue, and our ten largest customers collectively accounted for 67% of our net revenue.

We expect that our operating results for the foreseeable future will continue to show a substantial percentage of sales dependent on a relatively small number of customers.

21 unchanged sentences

In addition, the current situation relating to trade with China and governmental and regulatory concerns relating to specific Chinese companies continue to remain fluid and unpredictable.

Products shipped to mainland China accounted for less than 10% of our net revenue during the six months ended June 30, 2025 and 2024.

Products shipped to mainland China accounted for less than 10% of our net revenue during the nine months ended September 30, 2025 and 2024.

Our current and future operating results could be materially and adversely affected by limitations on our ability to sell to one or more Chinese customers, as described in the section “Risks Related to Our Business” under these risk factors:

1 unchanged sentence

• “ We also are subject to risks associated with international geopolitical and military conflicts.

• “ We are subject to risks associated with international geopolitical and military conflicts.

• “ We will lose sales if we are unable to obtain or retain government authorization to export certain of our products or technology related to the development or production of our products or if such authorizations are revoked, and we will be subject to legal and regulatory consequences if we do not comply with applicable export control laws and regulations.

1 unchanged sentence

In addition to the legal proceedings referenced in Part II, Item 1 (Legal Proceedings) of this report, we are subject to legal proceedings, claims, and/or inquiries that arise in the ordinary course of business, including intellectual property, product liability, employment, class action, customer claims, whistleblower and other litigation claims, and governmental and other regulatory investigations and proceedings regarding potential violations of applicable law, and we may not be successful in resolving such proceedings or inquiries .

In addition, we have implemented reductions in force and the attendant layoffs has resulted and could result in the risk of claims being made by or on behalf of affected employees.

Such matters can be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability, or require us to change our business practices.

28 unchanged sentences

From time to time, we have reduced the average unit price of our products due to competitive pricing pressures, new product introductions by us or our competitors, and for other reasons, and we expect that we will have to do so again in the future.

In particular, we believe that industry consolidation has provided a number of larger semiconductor companies with substantial market power, which has had a material adverse impact on selling prices in some of our markets.

If we are unable to offset any reductions in our average selling prices by increasing our sales volumes or introducing new products with higher margins, our revenue and gross margins will suffer.

19 unchanged sentences

A significant portion of our revenue is attributable to demand for our products in markets for broadband solutions, and development delays and consolidation trends among cable and satellite Pay-TV and broadband operators could adversely affect our future revenues and operating results.

For the six months ended June 30, 2025 and 2024, revenue directly attributable to broadband applications accounted for approximately 43% and 29% of our net revenue, respectively.

We have experienced an increase in broadband net revenue of $33.6 million for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, as this market recovers from macroeconomic conditions.

For the nine months ended September 30, 2025 and 2024, revenue directly attributable to broadband applications accounted for approximately 44% and 32% of our net revenue, respectively.

We have experienced an increase in broadband net revenue of $59.5 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, as this market recovers from macroeconomic conditions.

However, delays in the development of, or unexpected developments in, the broadband markets has previously had, and could in the future have an adverse effect on order activity by OEMs in these markets and as a result, on our business, revenue, operating results and financial condition.

3 unchanged sentences

Many of our products originated with our research and development efforts, which we believe have provided us with a significant competitive advantage.

For six months ended June 30, 2025, and 2024, our research and development expense was $102.7 million and $121.3 million, respectively.

For nine months ended September 30, 2025, and 2024, our research and development expense was $156.9 million and $173.9 million, respectively.

We have decreased our research and development spending, including via workforce reductions and cancellations of selected projects, to meet evolving demand.

25 unchanged sentences

Our revenue and operating results have fluctuated in the past and are likely to fluctuate in the future.

For example, our revenue increased from $187.3 million for the six months ended June 30, 2024, to $204.7 million for the six months ended June 30, 2025 but declined in 2023 and 2024.

These fluctuations may occur on a quarterly and on an annual basis and are due to a number of factors, many of which are beyond our control.

144 unchanged sentences

As the source of our technological and product innovations, our design and technical personnel represent a significant asset.

Our ability to hire qualified engineers to work in the United States under H-1B visas may be negatively impacted by changes to the H-1B and other visa programs, including the increased fees associated with H-1B visas after September 21, 2025.

In addition, in making employment decisions, particularly in the high-technology industry, job candidates often consider the value of the stock-based compensation they are to receive in connection with their employment.

18 unchanged sentences

We expect competition for individuals with our required skill sets, particularly technical and engineering skills, to remain intense even in weak global macroeconomic environments.

The loss of any member of our senior management team or other key personnel could harm our ability to implement our business strategy and respond to the rapidly changing market conditions in which we operate.

As of June 30, 2025, our aggregate indebtedness was $125.0 million, and we are subject to a variable amount of interest on the principal balance of our credit agreements and could continue to be adversely impacted by high interest rates in the future.

The loss of any member

of our senior management team or other key personnel could harm our ability to implement our business strategy and respond to the rapidly changing market conditions in which we operate.

As of September 30, 2025, our aggregate indebtedness was $125.0 million, and we are subject to a variable amount of interest on the principal balance of our credit agreements and could continue to be adversely impacted by high interest rates in the future.

Such indebtedness adversely affects our operating results and cash-flows as we satisfy our underlying interest and principal payment obligations and contains financial and operational covenants that could adversely affect our operational freedom or ability to pursue strategic transactions that we would otherwise consider to be in the best interests of stockholders, including obtaining additional indebtedness to finance such transactions.

As of June 30, 2025, our aggregate indebtedness was $125.0 million from an initial secured term B loan facility, or the Initial Term Loan under the June 23, 2021 Credit Agreement.

The June 23, 2021 Credit Agreement also provides for a revolving credit facility of up to $100.0 million, or the Revolving Facility, which remains undrawn as of June 30, 2025.

As of September 30, 2025, our aggregate indebtedness was $125.0 million from an initial secured term B loan facility, or the Initial Term Loan under the June 23, 2021 Credit Agreement.

The June 23, 2021 Credit Agreement also provides for a revolving credit facility of up to $100.0 million, or the Revolving Facility, which remains undrawn as of September 30, 2025.

The credit agreement also permits us to request incremental loans in an aggregate principal amount not to exceed the sum of an amount equal to the greater of (x) $175.0 million and (y) 100% of “Consolidated EBITDA” (as defined in such agreement), plus the amount of certain voluntary prepayments, plus an unlimited amount that is subject to pro forma compliance with certain first lien net leverage ratio, secured net leverage ratio and total net leverage ratio tests.

1 unchanged sentence

The Initial Term Loan under the June 23, 2021 Credit Agreement has a seven-year term expiring in June 2028 and bears interest at either an Adjusted Term SOFR plus a fixed applicable margin of 2.25% or an Adjusted Base Rate plus a fixed applicable margin of 1.25%, at our option.

Commencing on September 30, 2021, the Initial Term Loan under the June 23, 2021 Credit Agreement amortizes in equal quarterly installments equal to 0.25% of the original principal amount, with the balance payable on June 23, 2028.

We are subject to commitment fees ranging from 0.175% to 0.25% on the undrawn portion of the Revolving Facility, and any outstanding loans under the Revolving Facility will bear interest at either an Adjusted Term SOFR plus a margin of 1.00% to 1.75% or an Adjusted Base Rate plus a margin of 0% to 0.75%.

20 unchanged sentences

We expect that we may not be able to obtain financing on favorable terms if at all or raise additional capital for any such payments.

Issuing additional shares of our common stock, if material, will result in dilution of existing shares outstanding.

We are subject to governmental laws, regulations and other legal obligations related to privacy, data protection, and cybersecurity, and any inability of us to comply with such obligations may negatively impact our business.

16 unchanged sentences

states continue to propose and enact privacy and security-focused legislation.

In addition, governments around the world continue to enact laws relating to privacy and data

In addition, governments around the world continue to enact laws relating to privacy and data security.

For example, in 2021, the National People’s Congress passed the Data Security Law of the People’s Republic of China, or the Data Security Law and the Personal Information Protection Law of the People’s Republic of China, or PIPL.

The Data Security Law is the first comprehensive data security legislation in the People’s Republic of China, or China, and aims to regulate a wide range of issues in relation to the collection, storage, processing, use, provision, transaction and publication of any kind of data.

In March 2024, the Cyberspace Administration of China published the Provisions on Promoting and Standardizing Cross-Border Data Flows to implement the mechanisms for the cross-border data transfers, including the security assessment.

In March 2024, the Cyberspace Administration of China published the Provisions on Promoting and

Standardizing Cross-Border Data Flows to implement the mechanisms for the cross-border data transfers, including the security assessment.

These regulations contain provisions that allow substantial government oversight and include fines for failure to obtain required approval from China’s cyber and data protection regulators for cross-border personal data-related data transfers.

57 unchanged sentences

The semiconductor industry is characterized by companies that hold large numbers of patents and other intellectual property rights and that vigorously pursue, protect and enforce intellectual property rights.

Third parties have in the past and may in the future assert against us and our customers and distributors their patent and other intellectual property rights to technologies that are important to our business.

Third parties have in the past and may in the future assert against us and our customers and distributors their patent and other intellectual property rights to

technologies that are important to our business.

For example, we were involved in a litigation with Bell Semiconductor, which has since been settled pursuant to a Settlement and Patent License Agreement.

51 unchanged sentences

We have filed trademark applications to register the “MAXLINEAR” mark, but prior to approval of the applications and registration of the mark in the relevant jurisdictions, our ability to effectively prevent third parties from using the “MAXLINEAR” mark in connection with similar products or technology will be based on our common law rights in the mark, which may make enforcement challenging.

If we are unable to protect our trademarks in certain

jurisdictions, we may experience difficulties in achieving and maintaining brand recognition and customer loyalty in such jurisdictions.

If we are unable to protect our trademarks in certain jurisdictions, we may experience difficulties in achieving and maintaining brand recognition and customer loyalty in such jurisdictions.

We face risks related to security vulnerabilities in our products.

1 unchanged sentence

Our products are used in application areas that create new or increased cybersecurity and privacy risks, including applications that gather and process large amounts of data, such as the cloud, Internet of Things, or artificial intelligence, and critical infrastructure, payment card applications, and automotive applications.

Security features in our products cannot make our products entirely secure, and security vulnerabilities identified in our products have resulted in, and are expected to continue to result in, attempts by third parties to identify and exploit additional vulnerabilities.

Security features in our products cannot make our products entirely secure, and security vulnerabilities identified

in our products have resulted in, and are expected to continue to result in, attempts by third parties to identify and exploit additional vulnerabilities.

Vulnerabilities are not always mitigated before they become known.

18 unchanged sentences

Currently we do not have long-term supply contracts with most of our other third-party vendors, including but, not limited to TSMC, and United Microelectronics Corporation, or UMC.

Certain products were supplied to us by Intel on a turnkey basis at agreed upon prices under terms of a supply agreement with an initial term of five years, which may expire in

We currently have a disagreement with Intel relating to the termination and expiration of the agreement and are trying to reach an understanding relating thereto.

If Intel does not continue to supply us with such products, we would need to seek alternative sources of supply for those products in a short timeframe, which would cause us to incur additional costs, could delay the sale of such products, and could increase our supply costs with a new vendor, which in turn, could negatively impact our revenue and our gross margins.

Alternatively, if Intel does continue to supply us with such products, the costs of such products would likely increase and reduce our margins on such products, and their minimum purchase requirements may exceed our current customer demand.

We make substantially all of our purchases on a purchase order basis, and our contract manufacturers are not required to supply us products for any specific period or in any specific quantity.

5 unchanged sentences

We generally place orders for products with some of our suppliers approximately four to five months prior to the anticipated delivery date, with order volumes based on our forecasts of demand from our customers.

Accordingly, if we inaccurately forecast demand for our products or if orders are placed with a short lead-time, we may be unable to obtain adequate and cost-effective foundry or assembly capacity from our third-party contractors to meet our customers’ delivery requirements, which could harm our reputation and customer relationships, or we may accumulate excess inventories.

reputation and customer relationships, or we may accumulate excess inventories.

On occasion, we have been unable to adequately respond to unexpected increases in customer purchase orders and therefore were unable to benefit from this incremental demand.

6 unchanged sentences

We also use third-party contractors for all of our assembly and test operations.

We also rely on Intel Corporation, or Intel, for certain products on a turnkey basis at agreed upon prices under terms of a supply agreement with an initial term of five years, which may expire in July 2025.

We currently have a disagreement with Intel relating to the termination and expiration of the agreement and are trying to reach an understanding relating thereto.

We also rely on Intel Corporation, or Intel, for certain products on a turnkey basis under terms of a supply agreement.

Relying on third-party manufacturing, assembly and testing presents significant risks to us, including the following:

20 unchanged sentences

The risk of earthquakes in these geographies is significant due to the proximity of major earthquake fault lines, and Taiwan in particular is also subject to typhoons and other Pacific storms, and more recently, a drought impacting the water supply which chip manufacturers rely upon to fabricate chip products.

Earthquakes, fire, flooding, drought, or other natural disasters in Taiwan or the Pacific Rim region, or political unrest, war, labor strikes, work stoppages or public health crises, such as the outbreak of COVID-19, in countries where our contractors’ facilities are located could result in the disruption of our product shipments, foundry, assembly, or test capacity.

Earthquakes, fire, flooding, drought, or other natural disasters in Taiwan or the Pacific Rim region, or political unrest, war, labor strikes, work stoppages or public health crises, in countries where our contractors’ facilities are located could result in the disruption of our product shipments, foundry, assembly, or test capacity.

If such disruption were to recur over a prolonged period, it could have a material impact on our revenues and our business.

5 unchanged sentences

We currently sell a significant portion of our products to customers through our distributors, who maintain their own inventories of our products.

Sales to distributors accounted for approximately 33%, and 45% of our net revenue in the six months ended June 30, 2025, and 2024, respectively.

Sales to distributors accounted for approximately 35%, and 42% of our net revenue in the nine months ended September 30, 2025, and 2024, respectively.

Upon shipment of product to these distributors, title to the inventory transfers to the distributor and the distributor is invoiced, generally with 30 to 60 day terms.

8 unchanged sentences

Any failure of one or more of our partners, vendors, suppliers or licensors to provide these services or technology could have a material adverse effect on our business.

We rely on third-party vendors to provide critical services, including, among other things, services related to accounting, billing, compliance, internal audit, human resources, information technology, network development, network monitoring, in-licensing and intellectual property that we cannot or do not create or provide ourselves.

We rely on third-party vendors to provide critical services, including, among other things, services related to accounting, billing, compliance, internal audit, human resources, payroll, stock administration, information technology, network development, network monitoring, in-licensing and intellectual property that we cannot or do not create or provide ourselves.

We depend on these vendors to ensure that our corporate infrastructure will consistently meet our business requirements and legal obligations.

6 unchanged sentences

The operation of our products could be impaired if errors occur in the third-party technology we use, including as a result of information technology failures from cyber-attacks on or security breaches of third parties.

It may be more difficult for us to correct any errors in a timely manner if at all because the development and maintenance of the technology is not within our control.

It may be more difficult for

us to correct any errors in a timely manner if at all because the development and maintenance of the technology is not within our control.

There can be no assurance that these third parties will continue to make their technology, or improvements to the technology, available to us, or that they will continue to support and maintain their technology.

4 unchanged sentences

The trading price of our common stock is highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control.

For example, in the six months ended June 30, 2025, the trading price of our common stock ranged from a low of $8.35 to a high of $25.73.

For example, in the nine months ended September 30, 2025, the trading price of our common stock ranged from a low of $8.35 to a high of $25.73.

These factors include those discussed in this “Risk Factors” section of this report and others such as:

53 unchanged sentences

Sales of a substantial number of shares of our common stock in the public market, or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities.

As of June 30, 2025, we had approximately 86.9 million shares of common stock outstanding.

As of September 30, 2025, we had approximately 87.4 million shares of common stock outstanding.

All shares of our common stock are freely tradable without restrictions or further registration under the Securities Act unless held by our “affiliates,” as that term is defined under Rule 144 of the Securities Act.

14 unchanged sentences

We have experienced higher insurance costs and may experience a decrease in available coverage in such areas and an increased likelihood of damage, power outages and catastrophic loss to these facilities, which would likely disrupt our operations, delay production, shipments and revenue and result in significant expenses to repair or replace the facility.

The majority of the factories we use for foundry, assembly and test, and warehousing services, are located in Asia, principally in China, Taiwan, South Korea, Malaysia, Singapore and Thailand.

The majority of the factories we use for foundry, assembly and test, and warehousing services, are located in Asia, principally in China, Taiwan, and Singapore.

Our corporate headquarters is located in Southern California.

Our operations and financial condition could be seriously harmed in the event of a major earthquake, fire, flooding, drought, or other natural disasters in Taiwan or the Pacific Rim region, or political unrest, war, labor strikes, work stoppages or public health crises, or other natural or man-made disaster in countries where our contractors’ facilities are located.

Our operations and financial condition could be seriously harmed in the event of a major earthquake, fire, flooding, drought, or

other natural disasters in Taiwan or the Pacific Rim region, or political unrest, war, labor strikes, work stoppages or public health crises, or other natural or man-made disaster in countries where our contractors’ facilities are located.

Such catastrophes could result in the disruption of our product shipments, foundry, assembly, or test capacity.

11 unchanged sentences

Any such impairment charges relating to goodwill or other intangible assets could have a material impact on our operating results in future periods, and the announcement of a material impairment could have a material adverse effect on the trading price and trading volume of our common stock.

As of June 30, 2025, our balance sheet reflected goodwill of $318.6 million and other intangible assets of $54.4 million.

As of September 30, 2025, our balance sheet reflected goodwill of $318.6 million and other intangible assets of $52.1 million.

Consequently, we could recognize material impairment charges in the future.

1 unchanged sentence

We are subject to income taxes in the United States, Singapore and various other foreign jurisdictions.

The amount of income taxes we pay is subject to our interpretation and application of tax laws in jurisdictions in which we file.

The amount of income taxes we pay is subject to the interpretation and application of tax laws in jurisdictions in which we file.

Changes in current or future laws or regulations, the imposition of new or changed tax laws or regulations, including recently enacted U.S.

1 unchanged sentence

For example, beginning in 2022, the Tax Cuts and Jobs Act of 2017, or the Tax Act, eliminated the option to deduct research and development expenditures currently and requires taxpayers to capitalize and amortize them over five or fifteen years pursuant to Internal Revenue Code Section 174.

This increased our effective tax rate and our cash tax payable in 2022.

These rules under the Tax Act have been extensively modified by the OBBB Act, allowing domestic research and development expenditures to be expensed for tax years beginning on or after January 1, 2025, with retroactive elections for such expenditures paid or incurred in the two prior years.

2 unchanged sentences

For tax years beginning after December 31, 2025, under the OBBB Act, the effective tax rate on such income will increase.

The OBBB Act also makes changes to the U.S.

corporate income tax including reinstating the option to claim 100% accelerated depreciation deductions on qualified property, with retroactive application beginning January 20, 2025 and immediate expensing of domestic research and development costs, with retroactive application beginning January 1, 2025.

The impact of the OBBB Act is not expected to be material to our consolidated financial position and results of operations.

The application of tax laws and related regulations is subject to legal and factual interpretation, judgment and uncertainty.

2 unchanged sentences

In addition, many countries are implementing legislation and other guidance to align their international tax rules with the Organisation for Economic Co-operation and Development’s, or OECD, Base Erosion and Profit Shifting recommendations and action plan that aim to standardize and modernize global corporate tax policy, including changes to cross-border tax, transfer pricing documentation rules, and nexus-based tax incentive practices.

The OECD is also continuing discussions surrounding fundamental changes in allocation of profits among tax jurisdictions in which companies do business, as well as the implementation of a global minimum tax (namely the “Pillar One” and “Pillar Two” proposals).

The OECD is also continuing discussions surrounding fundamental changes in the allocation of profits among tax jurisdictions in which companies do business, as well as the implementation of a global minimum tax (namely the “Pillar One” and “Pillar Two” proposals).

The European Union and other countries (including those in which we operate) have enacted or committed to enact Pillar Two into their domestic laws, which may adversely impact our provision for income taxes, existing tax incentives, net income and cash flows.

5 unchanged sentences

Our income tax provision is subject to volatility and our ability to use our deferred tax assets to offset future taxable income may be limited, which may adversely impact our future effective tax rate and operating results.

Excess tax benefits associated with employee stock-based compensation are included in income tax expense.

Excess tax benefits and deficiencies associated with employee stock-based compensation are included in income tax expense.

However, since the amount of such excess tax benefits and deficiencies depend on the fair market value of our common stock, our income tax provision is subject to volatility in our stock price and in the future, could unfavorably affect our future effective tax rate.

3 unchanged sentences

In making such determination, we consider all available positive and negative evidence quarterly, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance.

To the extent we believe it is more likely than not that some portion of our deferred tax assets will not be realized, we record a valuation allowance against the deferred tax asset.

To the extent we believe it is more likely than not that some portion of our deferred tax assets will not be realized, we record a valuation allowance against the deferred tax assets.

Realization of our deferred tax assets is dependent primarily upon future taxable income in the applicable jurisdiction.

On a periodic basis we evaluate our deferred tax assets for realizability.

Based upon our review of all positive and negative evidence, as of June 30, 2025, we continue to have a valuation allowance on state deferred tax assets, certain federal deferred tax assets, and certain foreign deferred tax assets in jurisdictions where we have cumulative losses or otherwise are not expected to utilize certain tax attributes.

Based upon our review of all positive and negative evidence, as of September 30, 2025, we continue to have a valuation allowance on state deferred tax assets, certain federal deferred tax assets, and certain foreign deferred tax assets in jurisdictions where we have cumulative losses or otherwise are not expected to utilize certain tax attributes.

The impact of releasing some or all of such valuation allowance in a future period could be material in the period in which such release occurs.

Additionally, the amount of the

deferred tax asset considered realizable, however, could be adjusted in the subsequent periods if estimates of future taxable income are reduced or if objective negative evidence in the form of cumulative losses is present.

Additionally, the amount of the deferred tax assets considered realizable, however, could be adjusted in the subsequent periods if estimates of future taxable income are reduced or if objective negative evidence in the form of cumulative losses is present.

Any future changes in the deferred tax asset realizability assertion may require a valuation allowance to reduce our deferred tax assets, which would increase our tax expense in the period the allowance is recognized and affect our results of operations.

32 unchanged sentences

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

What changed 10-Q

Item 1A. Risk Factors