What changed in this filing

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Item 1. Business

2026-01-29 compared with 2025-01-29 · 59 added, 69 removed, 352 unchanged (27% of the section changed)

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In this Form 10-K, unless the context otherwise requires, the “Company,” “we,” “us” and “our” refer to MaxLinear, Inc.

and its directly and indirectly wholly-owned

subsidiaries.

and its directly and indirectly wholly-owned subsidiaries.

Our website address is www.maxlinear.com.

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We are a fabless integrated circuit design company whose products integrate all or substantial portions of a high-speed communication system, including radio frequency, or RF, high-performance analog, mixed-signal, digital signal processing, security engines, data compression and networking layers, and power management.

Our ability to design analog and mixed-signal circuits in CMOS allows us to efficiently combine analog functionality and complex digital signal processing logic in the same integrated circuit.

Our ability to design analog and mixed-signal circuits in complementary metal-oxide-semiconductors, or CMOS, allows us to efficiently combine analog functionality and complex digital signal processing logic in the same integrated circuit.

As a result, we believe our solutions have exceptional levels of functional integration and performance, low manufacturing cost, and reduced power consumption versus competition.

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as well as power management and interface products used in these and many other markets.

In addition, we generate revenue from certain intellectual property sale agreements.

Industry Background

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• Accelerated expansion of advanced data center technologies and cloud-based services including, Amazon Web Service, or AWS, Google Cloud Platform, and software as service, or SAAS, in general;

• The explosive emergence of artificial intelligence, or AI, platforms and services such as OpenAI/Bing and Google Bard, which broadly amplify human ability to harness high-performance computing within the data center;

• The explosive emergence of artificial intelligence, or AI, platforms and services such as OpenAI, Copilot, Anthropic Claude, and Google Gemini, which broadly amplify human ability to harness high-performance computing within the data center;

• Continued proliferation of on-demand Over-The-Top, or OTT, video services such as Netflix, Amazon Prime and Disney+;

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For example, cloud-based services increasingly require stringent low latency and extremely high-speed network connections between servers and storage within a data center.

These cloud services may leverage generative AI, which requires racks of high-performance servers and storage connected by the fastest-available networks.

These cloud services may leverage generative AI, which requires racks of

high-performance servers and storage connected by the fastest-available networks.

They may also rely on real-time communication with systems of IoT devices including sensors, lighting, and actuators;

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and point-of-sale and asset tracking systems.

All these usage scenarios depend on reliable, fast, low-latency networks, enabled by advances in semiconductor devices which integrate wide spectrum/broadband, high-frequency

circuits together with digital signal processing algorithms.

All these usage scenarios depend on reliable, fast, low-latency networks, enabled by advances in semiconductor devices which integrate wide spectrum/broadband, high-frequency circuits together with digital signal processing algorithms.

Such devices not only expand the available network bandwidth, but also utilize that bandwidth more efficiently.

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• Data Center Infrastructure:

Inside hyperscale data centers operated by Meta, Amazon, Microsoft, Google and others, high-speed optical transceivers connect racks of servers and storage through a hierarchical network of switches and routers.

Inside data centers operated by Meta, Amazon, Microsoft, Google, Oracle, Alibaba, Bytedance, Tencent, and others, high-speed optical transceivers connect racks of servers and storage through a hierarchical network of switches and routers.

Cloud services and machine learning are dependent upon the ability to interconnect vast numbers of servers and storage inside a data center with extremely low latency and the highest bandwidth to enable the entire data center to act as a single computing or data processing unit.

Consequently, the data traffic growth inside the data center has significantly outstripped the data traffic flowing to and from the data center.

Currently, while server connections are transitioning from 10Gbps to 25Gbps or 100Gbps speeds, router and switch connections are moving from 100G to 400 and 800Gbps interconnections, with the next generation of switch connections (under development) targeting 1600Gbps.

Currently, while server connections are transitioning from 10Gbps to 25Gbps or 100Gbps speeds, router and switch connections are moving from 400G to 800 and 1600Gbps (1.6T) interconnections, with the next generation of switch connections (under development) targeting 1600Gbps.

These transitions are possible, in large part, owing to the innovations in semiconductor design, incorporating high-speed digital signal processing together with broadband analog and mixed signal circuits in advanced CMOS process nodes.

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Consequently, the number of transceivers required, whether for wireless or broadband wireline access and distribution, increases proportionally to the increase in the number of broadband access connections.

All connectivity standards rely on

multiple wireless or wireline transceivers or single large bandwidth transceivers to improve the data handling capacity and ability to talk to multiple devices simultaneously.

All connectivity standards rely on multiple wireless or wireline transceivers or single large bandwidth transceivers to improve the data handling capacity and ability to talk to multiple devices simultaneously.

• Industrial & Multi-Market :

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In contrast, use of multiple discrete conventional narrowband RF receivers is impractical due to increased design complexity, overall cost, circuit board space, power consumption and heat dissipation limitations.

In addition, such narrowband receiver implementations suffer from signal integrity issues, reliability, and thermal challenges owing to the proximity of sensitive multiple RF receivers and discrete components in a limited PCB footprint.

In addition, such narrowband receiver implementations suffer from signal

integrity issues, reliability, and thermal challenges owing to the proximity of sensitive multiple RF receivers and discrete components in a limited PCB footprint.

• Signal Clarity Performance Requirements:

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Optical transceivers operate across the widest bandwidths available and must preserve the necessary SNR throughout their bandwidth.

These transceiver systems must compensate for impairments introduced as the signal propagates through wire, fiber or wireless mediums, as well as isolate the desired signals from the undesired signals that are invariably present in their wide operating

frequency range.

The undesired signals not only include the noise generated by the natural environment, but also interference produced by home appliances, enterprise communications equipment, and other wireless networking systems.

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Further, electrical signal impairments are introduced in the process of conversion of optical signals to electrical signals, which together reduce the maximum data throughput and limit the distance over which data can propagate over fiber.

Therefore, communications SoCs present inside optical modules (often referred to as digital signal processors, or DSPs) are required to correct both electrical and optical signal impairments at both ends of the fiber termination.

Therefore, communications SoCs present inside optical modules (often referred to as digital signal

processors, or DSPs) are required to correct both electrical and optical signal impairments at both ends of the fiber termination.

▪ Photonics Device Technology:

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▪ Form Factor:

Optical transceivers are required to conform to multi-source agreement, or MSA, standardized form factors, which in turn determine the number of transceiver ports that can fit in the face plates of standard server, storage,

and switch rack units.

Standardization of transceiver form factors and rack unit face plates allows data center operators to upgrade network speeds of existing installations by simply replacing older optical transceivers and switches with newer faster ones, rather than having to overhaul installed fiber infrastructure and floorplan.

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It allows us to address more complex customer problems that require a deeper understanding of the customer’s end product.

Our products not only integrate the entire physical layer, or PHY, but also implement complete protocol stacks along with ready-for-use product level interface functionality and associated platform software.

Our products not only integrate the entire physical layer, or PHY, but also implement complete protocol

stacks along with ready-for-use product level interface functionality and associated platform software.

The integration of the entire system on a single-chip or utilizing minimal number of silicon dies reduces the number of external board-level components, decreases board space, improves performance, simplifies customers’ product design, and significantly reduces power consumption.

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Our ability to achieve the highest levels of integration of all analog/RF and digital signal processing functionality on the same chip minimizes power consumption by eliminating such signal transitions.

Our solutions disproportionately impact our end-customer’s product power dissipation,

such as in cable modems, 400Gbps optical transceiver modules, and large 5G antenna radio transceiver arrays.

Our solutions disproportionately impact our end-customer’s product power dissipation, such as in cable modems, 400Gbps optical transceiver modules, and large 5G antenna radio transceiver arrays.

Low power dissipation not only simplifies costly thermal design, but also eliminates the need for bulky fans and other cooling aids.

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We intend to leverage our core competency in developing highly integrated RF transceiver and RF transceiver SoCs in standard CMOS process technology to address additional markets within broadband communications, communications infrastructure, and connectivity markets that we believe offer high growth potential.

• Expand Global Presence:

Due to the global nature of our supply chain and customer locations, we continue to expand our sales, design, operations and technical support organization both in the United States and overseas.

In particular, we are aligned regionally to support to our customer base.

• Attract and Retain Top Talent:

We are committed to recruiting and retaining highly talented personnel with proven expertise in the design, development, marketing and sales of communications integrated circuits.

We have assembled a high-quality team in all the areas of expertise required at an integrated circuit design and communications systems company.

We have assembled a high-quality team in all the areas of expertise required at an integrated circuit design and communications systems

Providing an attractive work environment for all of our employees is important to us.

We believe that our ability to attract the best engineers is a critical component of our future growth and success in our chosen markets.

We sell our products, directly and indirectly, to OEMs, module makers and ODMs, and we refer to these as our end customers.

By providing a highly integrated reference design solution that our customers can incorporate in their products with

minimal modifications, we enable our customers to design cost-effective high-performance SoC-based solutions rapidly.

We sell our products, directly and indirectly, to OEMs, module makers and ODMs, and we refer to these as our customers.

By providing a highly integrated reference design solution that our customers can incorporate in their products with minimal modifications, we enable our customers to design cost-effective high-performance SoC-based solutions rapidly.

A significant portion of our sales are through distributors based in Asia, who then resell our product.

A significant portion of our net revenue has historically been generated by a limited number of customers through sales of our products, as well as consideration under intellectual property sale agreements.

A significant portion of our net revenue has historically been generated by a limited number of customers through sales of our products.

In the years ended December 31, 2025, 2024 and 2023, ten customers accounted for approximately 65%, 60% and 54% of our net revenue, respectively.

Products shipped to Asia accounted for 75%, 75% and 82% of our net revenue in the years ended December 31, 2024, 2023 and 2022, respectively.

Products shipped to China accounted for 11% and 16% of our net revenue in the years ended December 31, 2023, and 2022, respectively, and less than 10% in the year ended December 31, 2024.

For certain customers, we sell multiple products into disparate end user applications such as PON outdoor units, or PON ODUs, Wi-Fi routers, broadband gateways, and cable modems.

Products shipped to Asia accounted for 82%, 75% and 75% of our net revenue in the years ended December 31, 2025, 2024 and 2023, respectively, including 49% from products shipped to Hong Kong and 12% from products shipped to Vietnam during the year ended December 31, 2025, 41% from products shipped to Hong Kong during the year ended December 31, 2024, and 37% from products shipped to Hong Kong and 11% from products shipped to mainland China in the year ended December 31, 2023.

Although a large percentage of our products are shipped to Asia, we believe that a significant number of the systems designed by these customers and incorporating our semiconductor products are then sold outside Asia.

For example, revenue generated from sales of our modem products during the years ended December 31, 2024, 2023 and 2022 related principally to sales to Asian ODM’s and contract manufacturers delivering products into European and North American markets.

For example, revenue generated from sales of our products during the years ended December 31, 2025, 2024 and 2023 related principally to sales to Asian ODM’s and contract manufacturers delivering products into European and North American markets.

To date, all of our sales have been denominated in United States dollars.

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Within this range of processes, we use a variety of process technology nodes ranging from 0.25µ down to 4 nanometer.

We depend on independent silicon foundry manufacturers to

support our wafer fabrication requirements.

We depend on independent silicon foundry manufacturers to support our wafer fabrication requirements.

Our key foundry partners include Taiwan Semiconductor Manufacturing Corporation, or TSMC, in Taiwan, and United Microelectronics Corporation, or UMC, in Taiwan and Singapore.

We generally do not depend on a single source for the supply of our materials.

Additionally, certain of products are supplied to us under the terms of a supply agreement with Intel.

Additionally, certain products are supplied to us by Intel Corporation, or Intel, on a turnkey basis.

Outsourced Semiconductor Assembly and Test.

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Corporate Social Responsibility and Sustainability

As we continue to expand our presence around the world, we are mindful of our responsibility to assess and mitigate climate risks, reduce our greenhouse gas emissions, and maintain a socially responsible supply chain.

We are mindful of our responsibility to assess and mitigate climate risks, reduce our greenhouse gas emissions, and maintain a socially responsible supply chain.

Our board of directors and Nominating and Corporate Governance Committee oversees our corporate social responsibility and sustainability directives, while the Audit Committee oversees enterprise risk management, which includes an assessment of enterprise risks, including climate risks.

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Greenhouse gas emissions.

We are committed to contributing to the reduction of greenhouse gas emissions, and we are currently taking measures to reduce our greenhouse gas emissions and environmental impact such as purchasing 100% renewable energy for our facilities in California and elsewhere where available, using key suppliers that focus on sustainability as described below, enhancing our offices with energy saving improvements, and transitioning away from one-time use plastics used in the office to sustainable reusable products.

We are committed to contributing to the reduction of greenhouse gas emissions, and we are currently taking measures to reduce our greenhouse gas emissions and environmental impact such as purchasing 100% renewable energy for our facilities in California and elsewhere where available, using key suppliers that focus on sustainability as described below, enhancing our offices with energy saving improvements, and transitioned away from one-time use plastics used in the office to sustainable reusable products.

For the latest information regarding measures we have taken to further reduce our emissions, refer to our corporate social responsibility and sustainability page on our website, where you can also find our annual emissions reporting.

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With respect to our indirect environmental impact, we consider and monitor the practices of our current and prospective foundry partners and suppliers in assessing environmental risks in our supply chain and in selecting key vendors.

We believe that our key suppliers have made a public commitment to integrate sustainability and sensitivity to environmental impact into their manufacturing processes.

For example, according to their websites, four of our largest manufacturing partners, ASE, Intel, TSMC, and UMC, each maintain well-developed environmental management and sustainability programs that are publicly avowed and supported by the highest levels of management within those organizations and have either set targets to reach net zero greenhouse gas emissions, or otherwise reduce such emissions, including in their manufacturing plans and processes.

We aim to have a majority of manufacturing partners that are certified with ISO 14001 international standards for environmental management systems and plan to launch manufacturing partner audits in the future.

We are committed to the use of a socially responsible supply chain to reduce the risk of human rights violations and the use of conflict minerals (tin, tungsten, tantalum and gold, or 3TG) from the Democratic Republic of Congo and certain adjoining countries.

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We also participate in recycling of integrated circuits and boards.

Additionally, our

products are compliant with the Restriction of Hazardous Substances, or RoHS, and Registration, Evaluation, Authorization and Restriction of Chemicals, or REACH, standards in the European Union, or EU.

Additionally, our products are compliant with the Restriction of Hazardous Substances, or RoHS, and Registration, Evaluation, Authorization and Restriction of Chemicals, or REACH, standards in the European Union, or EU.

Research and Development

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Taipei and Hsinchu in Taiwan;

Bangalore and Chennai in India;

Canada, Germany, Israel, and Spain.

Germany, Israel, and Spain.

We compete with both established and development-stage semiconductor companies that design, manufacture and market analog and mixed-signal broadband RF receivers, high speed interconnects, high-performance interface, data and video compression and encryption, and power management products.

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While the remaining duration on the individual patents in our patent portfolio varies, we believe that the duration of our issued patents is adequate relative to the expected lives of our products.

We own numerous trademarks related to our current products that have been registered in the United States and 4 pending U.S.

trademark applications.

We own foreign counterparts of certain of these registered trademarks in Brazil, Canada, Chile, China, the EU, Germany, Hong Kong, India, Israel, Japan, South Korea, Singapore, Taiwan and United Kingdom.

We own numerous trademarks related to our current products that have been registered, or are pending registration, in the United States.

We own foreign counterparts of certain of these registered trademarks in Brazil, Canada, China, the EU, Egypt, Germany, Hong Kong, India, Israel, Japan, Malaysia, Mexico, Russia, South Korea, Singapore, Taiwan, Thailand, Turkey, Vietnam and United Kingdom.

We also claim common law rights in certain other trademarks that are not registered.

Trademark rights may continue for a limited duration or in perpetuity, provided certain requirements are met.

We may not gain any competitive advantages from our patents and other intellectual property rights.

Our existing and future patents may be circumvented, designed around, blocked or challenged as to inventorship, ownership, scope, validity or enforceability.

It is possible that we may be provided with information in the future that could negatively affect the scope or enforceability of either our present or future patents.

Furthermore, our pending and future patent applications may or may not be granted under the scope of the claims originally submitted in our patent applications.

The scope of the claims submitted or granted may or may not be sufficiently broad to protect our proprietary technologies.

The semiconductor industry is characterized by frequent litigation and other vigorous offensive and protective enforcement actions over rights to intellectual property.

Moreover, there are numerous patents in the semiconductor industry, and new patents are being granted rapidly worldwide.

Third parties may obtain patents that block or limit our ability to develop new technology and/or improve our existing products.

If our products were found to infringe any patents or other intellectual property rights held by third parties, we could be prevented from selling our products or be subject to litigation fees, statutory fines and/or other significant expenses.

We have initiated and could in the future be required to initiate litigation in order to enforce any patents issued to us, or to determine the scope or validity of a third-party’s patent or other proprietary rights, as described in “Risk Factors – Risks Related to Intellectual Property – We utilize a significant amount of intellectual property in our business.

If we are unable to protect our intellectual property, our business could be adversely affected" and in “Item 3 – Legal Proceedings.” We may in the future be contacted by third parties suggesting that we seek a license to intellectual property rights that they may believe we are infringing.

In addition, in the future, we may be subject to lawsuits by third parties seeking to enforce their own intellectual property rights, as described in “Risk Factors — Risks Related to Intellectual Property — We have settled in the past intellectual property litigation and may face additional claims of intellectual property infringement.

Current litigation and any future litigation could be time-consuming, costly to defend or settle and result in the loss of significant rights ” and in “Item 3 — Legal Proceedings.”

Despite our efforts to protect our intellectual property rights, they may not be respected in the future or may be invalidated, circumvented or challenged.

For additional information, see the section titled “Risk Factors—Risks Related to Intellectual Property.”

Governmental Regulation

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Pursuant to those October 2023 export control amendments, various categories of integrated circuits are now subject to export licensing and export control restrictions for export or reexport to China and certain other countries.

In April 2024, additional controls on high-bandwidth memory commodities were imposed, and in December 2024, additional controls on semiconductor manufacturing commodities were imposed through an expansion of the Foreign Direct Product Rule.

Since October 2022, we have restricted or curtailed business with certain customers and partners in China as a result of BIS restrictions.

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Foreign Corrupt Practices Act of 1977;

and, additional global trade regulation, such as export controls and trade sanctions, among others.

and, additional global trade regulation, such as tariffs imposed by Customs and Border Protection, export controls administered by BIS, and economic trade sanctions maintained by the U.S.

Department of the

Treasury Office of Foreign Assets Control, among others.

We are also subject to the rules and regulations of industry standards bodies such as the International Organization for Standardization, among others.

These laws and regulations are complex, may change frequently and with

limited notice, and may continue to become more stringent over time.

We may incur significant expenditures in a future period as a result.

These laws and regulations are complex, may change frequently and with limited notice, and may continue to become more stringent over time.

We may incur significant compliance expenditures in a future period as a result.

We may also incur fines, criminal sanctions, or other penalties should we fail to comply with these laws and regulations.

For additional information, see the section titled “Risk Factors—Risks Related to our Business.”

Human Capital

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

We operate across eighteen countries and are sensitive to the many cultures and backgrounds constituting our employee base.

We operate across 16 countries and are sensitive to the many cultures and backgrounds constituting our employee base.

As of December 31, 2025, we had 1,115 full-time employees, including 786 in R&D, 200 in sales and marketing, 27 in operations and semiconductor technology and 102 in administration.

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Our workforce is represented by the following race/ethnicities:

67% Asian, 24% White or Middle Eastern, 9% Latinx or Hispanic origin, with 53% Asian and 47% White or Middle Eastern in senior management.

68% Asian, 22% White or Middle Eastern, 10% Latinx or Hispanic origin, with 54% Asian, 43% White or Middle Eastern and 3% Latinx or Hispanic origin n senior management.

Females represented 14% of our outside directors, 10% of senior management, 14% of our technical roles, and 19% of our total workforce.

Of our total employee workforce, 3% is represented by Work Councils in Austria and Germany.

The Work Council groups, common to these countries, are comprised of employees elected by the general employee base.

We believe female representation among our engineering staff compares favorably within our industry, but we remain committed to finding rewarding career opportunities for women across all functions within MaxLinear as well as to encouraging the engineering programs from which we recruit to increase their emphasis on opportunities for women.

Of our total employee workforce, 2% is represented by Work Council in Germany, but all of our employees have freedom of association, or the legal right to join worker organizations, including trade unions, and the right to collective bargaining.

The Work Council group, is comprised of employees elected by the general employee base.

We consider our global employee relations to be good.

In 2025, our employee voluntary turnover rate was 14% compared to 13% in 2024.

We host regular global town hall meetings in which all employees are encouraged to submit any questions, ahead of or during the meeting, to be addressed by executive and senior management.

We also have a formal confidential reporting policy and complaint procedures for employees and others to express concerns about conduct within MaxLinear, which includes confidential hotline reporting available in local languages.

We are committed to limiting the use of temporary or contract workers to specialized, non-recurring projects or during peak times when permanent employment is scarce, and when we do use contract workers, we make efforts to convert them to permanent employees when they can fulfill open positions.

As of December 31, 2025, while all of our employees are considered permanent employees, contractors comprised 15% of our workforce, compared to 14% in 2024, and we are committed to further reducing our use of such contractors.

When needed, we conduct responsible workforce restructuring procedures in compliance with the regulations of the jurisdictions in which we operate.

Our human capital resources objectives include, as applicable, attracting and retaining talented and experienced employees, advisors, and consultants.

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We aim to increase our hiring and retention of female talent including direct hires or interns from universities.

We offer this via a combination of competitive base salary, time-based equity incentives and bonus plans linked to financial performance that are designed to motivate and reward personnel with annual grants of stock-based and cash-based incentive compensation awards to our employees, some of which vest over a period of four years, plus other benefits, in order to increase stockholder value and the success of our company by motivating such individuals to perform to the best of their abilities and achieve both our short and long-term objectives.

We offer this via a combination of competitive base salary, time-based equity incentives and bonus plans linked to financial performance that are designed to motivate and reward personnel with annual grants of stock-based and cash-based incentive compensation awards to our employees, some of which vest over a period of three or four years, plus other benefits, in order to increase stockholder value and the success of our company by motivating such individuals to perform to the best of their abilities and achieve both our short and long-term objectives.

We offer competitive benefits tailored to local markets and laws and designed to support employee health, welfare and retirement;

examples of such benefits may include hybrid work schedules with one flexible day allowing all employees globally to work from home;

paid time off;

examples of such benefits may include paid time off;

401(k), pension or other retirement plans;

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and employee assistance programs.

Our global training and development program includes internal on-the-job training and we have launched a pilot training program which includes seminars, podcasts and recommended learnings under which we have received significant employee participation.

Our corporate training program, which is mandatory, covers training on discrimination-free workplace, as well as our code of ethics and employee conduct, insider trading policy, global export controls and economic sanctions policy, global anti-bribery and anti-corruption policy, and anti-trust and competition law.

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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 1. Business