What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-04-23 compared with 2025-10-23 · 103 added, 137 removed, 188 unchanged (56% of the section changed)

15 unchanged sentences

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

In the nine months ended September 30, 2025, net revenue was $331.2 million, which was derived in part from sales of RF receivers and RF receiver SOC and connectivity solutions into broadband operator voice and data modems and gateways and connectivity adapters, global analog and digital RF receiver products, radio and modem solutions into wireless carrier access and backhaul infrastructure platforms, high-speed optical interconnect solutions sold into optical modules for data-center, metro and long-haul networks, and high-performance interface and power management solutions into a broad range of communications, industrial, automotive and multi-market applications.

We are currently experiencing growth in sales demand across our broadband, connectivity and infrastructure end markets driven by new product wins and market growth along with a recovery from excess inventory in the channels.

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

In the three months ended March 31, 2026, net revenue was $137.2 million, which was derived in part from sales of RF receivers and RF receiver SoC and connectivity solutions into broadband operator voice and data modems and gateways and connectivity adapters, global analog and digital RF receiver products, radio and modem solutions into wireless carrier access and backhaul infrastructure platforms, high-speed optical interconnect solutions sold into optical modules for data-center, metro and long-haul networks, and high-performance interface and power management solutions into a broad range of communications, industrial, automotive and multi-market applications.

We have experienced growth in sales demand across our infrastructure, broadband, and industrial and multi-market end markets driven by new product wins and market growth along with a recovery from excess inventory in the channels.

Geopolitical tensions and changing trade policies, including escalating tariffs between the United States and China, and other countries, continue to influence the semiconductor industry as well as the global economy.

We continue to develop and innovate with new products for new solutions in advanced semiconductor process nodes such as 16nm and 5nm and beyond, while addressing opportunities capturing and processing high quality broadband communications and high-speed optical interconnect signals.

Products shipped to Asia accounted for 81% and 72% of net revenue during the nine months ended September 30, 2025 and 2024, respectively, including 48% from products shipped to Hong Kong and 12% from products shipped to Vietnam during the nine months ended September 30, 2025 and 37% from products shipped to Hong Kong during nine months ended September 30, 2024.

Products shipped to Asia accounted for 77% and 78% of net revenue during the three months ended March 31, 2026 and 2025, respectively, including 48% from products shipped to Hong Kong and 10% from products shipped to mainland China during the three months ended March 31, 2026 and 49% from products shipped to Hong Kong and 11% from products shipped to Vietnam during three months ended March 31, 2025.

Although a large percentage of our products is 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 products during the nine months ended September 30, 2025 and 2024 related principally to sales to Asian ODMs and contract manufacturers delivering products into European and North American markets.

For example, revenue generated from sales of our products during the three months ended March 31, 2026 and 2025 related principally to sales to Asian ODMs 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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Sales of products to customers comprise both direct sales to customers and indirect sales through distributors.

In the three months ended September 30, 2025, two customers accounted for 29% of our net revenue, and our ten largest customers collectively accounted for 69% of our net revenue.

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.

In the three months ended March 31, 2026, one customer accounted for 13% of our net revenue, and our ten largest customers collectively accounted for 56% of our net revenue.

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.

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See Part II, Item 1 (Legal Proceedings) of this report for more information on legal proceedings related to the termination of the Merger Agreement.

Restructuring

In the nine months ended September 30, 2025, we incurred $24.7 million in restructuring costs which included $17.2 million in charges under contracts associated with computer-aided design, or CAD, software licenses, which we ceased using during the period, and $6.3 million in severance costs and related expenses and $1.2 million from exiting facilities in connection with a workforce reduction.

We may also incur other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, our restructuring plans.

Critical Accounting Policies and Estimates

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Materially different results can occur as circumstances change and additional information becomes known.

We believe that accounting estimates we have identified as critical involve a greater degree of judgment and complexity than our other accounting estimates.

Accordingly, those are the policies we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations.

For a summary of our critical accounting policies and estimates, refer to Management’s Discussion and Analysis section of our Annual Report on Form 10-K for the year ended December 31, 2024, which we filed with the Securities and Exchange Commission, or SEC, on January 29, 2025, or our Annual Report.

There have been no material changes to our critical accounting policies and estimates during the nine months ended September 30, 2025.

We believe that the accounting policies and estimates we have identified as critical involve a greater degree of judgment and complexity than our other accounting policies and estimates.

Accordingly, those are the policies and estimates we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations.

Commission, or SEC, on January 29, 2026, or our Annual Report.

There have been no material changes to our critical accounting policies and estimates during the three months ended March 31, 2026.

Recently Adopted Accounting Pronouncements

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Other income (expense) generally consists of income (expense) generated from non-operating transactions.

Income Tax Provision (Benefit).

Income Tax Provision.

We make certain estimates and judgments in determining income taxes for financial statement purposes.

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The following table sets forth our consolidated statement of operations data as a percentage of net revenue for the periods indicated:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Net revenue 100 % 100 %

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Selling, general and administrative 31 38

Impairment losses — 2 — —

Restructuring charges — 8

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Loss before income taxes (14) (51)

Income tax provision (benefit) 2 (8) — (4)

Income tax provision 19 1

Net loss (33) % (52) %

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 $ Change % Change 2025 2024 $ Change % Change

(dollars in thousands) (dollars in thousands)

Three Months Ended March 31,

2026 2025 $ Change % Change

(dollars in thousands)

Infrastructure $ 62,814 $ 26,561 $ 36,253 136 %

% of net revenue 46 % 28 %

Broadband 43,626 40,883 2,743 7%

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% of net revenue 14 % 21 %

Infrastructure 40,343 23,046 17,297 75 % 101,613 87,436 14,177 16 %

% of net revenue 32 % 28 % 31 % 33 %

Industrial and multi-market 12,153 8,254 3,899 47 %

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Total net revenue $ 137,188 $ 95,933 $ 41,255 43 %

Net revenue increased $45.4 million to $126.5 million for the three months ended September 30, 2025, as compared to $81.1 million for the three months ended September 30, 2024, driven by increased demand in our broadband, connectivity, and infrastructure markets.

The increase in broadband net revenue of $26.0 million was driven by increases in the volume of broadband SoC and cable data shipments in this category.

The increase in connectivity net revenue of $6.2 million was driven by improvements in the volume of Wi-Fi and MoCA product shipments.

The increase in infrastructure net revenue of $17.3 million was driven by increases in various infrastructure-focused products.

The decrease in industrial and multi-market net revenue of $4.1 million was driven by decreased volume of shipments of high-performance analog products, much of which has end-market exposure in China markets.

Price changes did not have a material impact to revenues period over period.

Net revenue increased $62.8 million to $331.2 million for the nine months ended September 30, 2025, as compared to $268.4 million for the nine months ended September 30, 2024, due to increased demand in our broadband, connectivity and infrastructure markets, while demand in the industrial and multi-market category decreased.

The increase in broadband net revenue of $59.5 million was driven by increases in the volume of broadband SoC and cable data shipments in this category.

The increase in connectivity net revenue of $24.2 million was driven by improvements in the volume of Wi-Fi, ethernet, and MoCA product shipments.

The increase in infrastructure net revenue of $14.2 million was driven by the increases in the volume of shipments of wireless backhaul, optical products, storage products and high-performance analog products, partially offset by decreases in intellectual property licensing revenue in this category.

The decrease in industrial and multi-market net revenue of $35.1 million was driven by decreased volume of shipments of high-performance analog and component products in this category.

Net revenue increased $41.3 million to $137.2 million for the three months ended March 31, 2026, as compared to $95.9 million for the three months ended March 31, 2025, driven by increased demand in our infrastructure, industrial and multi-market and broadband categories, partially offset by seasonal declines in connectivity markets.

The increase in infrastructure net revenue of $36.3 million was driven by increases in the volume of shipments of high-performance analog products, optical and wireless backhaul and access products.

The increase in broadband net revenue of $2.7 million was driven by an increase in the volume of broadband SoC shipments in this category.

The increase in industrial and multi-market net revenue of $3.9 million was driven by increased volume of shipments of high-performance analog products in this category.

The decrease in connectivity net revenue of $1.6 million was driven by seasonal declines in the volume of MoCA and ethernet product shipments.

Price changes did not have a material impact to revenues period over period.

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Cost of Net Revenue and Gross Profit

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 $ Change % Change 2025 2024 $ Change % Change

(dollars in thousands) (dollars in thousands)

Three Months Ended March 31,

2026 2025 $ Change % Change

(dollars in thousands)

Cost of net revenue $ 58,304 $ 42,102 $ 16,202 38 %

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% of net revenue 58 % 56 %

Cost of net revenue increased $17.5 million to $54.6 million for the three months ended September 30, 2025, as compared to $37.0 million for the three months ended September 30, 2024.

The increase was driven by an increase in the volume of sales as described above.

Gross profit percentage improved for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, also due to a decrease in intangible asset amortization.

Cost of net revenue increased $19.1 million to $143.9 million for the nine months ended September 30, 2025, as compared to $124.8 million for the nine months ended September 30, 2024.

The increase was driven by an increase in the

volume of sales as described above.

Gross profit percentage improved for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, also due to decrease in intangible asset amortization.

Cost of net revenue increased $16.2 million to $58.3 million for the three months ended March 31, 2026, as compared to $42.1 million for the three months ended March 31, 2025.

The increase was driven by an increase in the volume of sales as described above under “ Net Revenue ”.

Gross profit percentage improved for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, also due to a decrease in intangible asset amortization.

We currently expect that gross profit percentage will fluctuate in the future, from period-to-period, based on changes in product mix, average selling prices, and average manufacturing costs.

Research and Development

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 $ Change % Change 2025 2024 $ Change % Change

(dollars in thousands) (dollars in thousands)

Three Months Ended March 31,

2026 2025 $ Change % Change

(dollars in thousands)

Research and development $ 53,162 $ 55,457 $ (2,295) (4) %

% of net revenue 39 % 58 %

Research and development expense increased $1.6 million to $54.3 million for the three months ended September 30, 2025, as compared to $52.6 million for the three months ended September 30, 2024.

The increase was driven by increases in bonuses of $9.2 million and stock-based compensation of $2.3 million.

These increases were partially offset by decreases in payroll and benefits expense of $4.9 million, CAD software license costs of $2.8 million, and consulting, prototype, occupancy and other miscellaneous expenses of $2.2 million.

The increase in stock-based compensation is due to incremental grants made to employees for retention purposes.

The increase in bonuses is due to improved financial performance over the prior period.

Research and development expense decreased $17.0 million to $156.9 million for the nine months ended September 30, 2025, as compared to $173.9 million for the nine months ended September 30, 2024.

The decrease was driven by decreases in payroll and benefits expense of $18.7 million, CAD software license costs of $7.8 million, consulting expenses of $3.5 million, the impact of an increase to income from joint R&D projects and government grants of $2.8 million, offset against R&D expense, and occupancy, supplies, outside services and other miscellaneous expenses of $2.7 million.

These decreases were partially offset by increases in bonuses of $14.4 million and stock-based compensation of $4.1 million.

Research and development expense decreased $2.3 million to $53.2 million for the three months ended March 31, 2026, as compared to $55.5 million for the three months ended March 31, 2025.

The decrease was driven by decreases in stock-based compensation of $5.0 million, prototype expenses of $1.0 million, and payroll and benefits expense of $0.7 million, partially offset by the impact of a decrease in income from joint R&D projects and governmental grants of $2.5 million and an increase in bonus expense of $2.0 million.

The decrease in stock-based compensation and payroll and benefits expense is due to lower headcount from workforce reductions.

Stock-based compensation expense also decreased due to timing of expense pertaining to retention equity grants made to employees in late 2024.

The decrease in prototype expenses is due to timing of projects.

The amount of income from research and development funded by others varies from period to period depending on availability of such funding, including governmental grants.

The increase in bonuses is due to improved performance over the prior period.

The increase in stock-based compensation is due to incremental grants made to employees for retention purposes.

The increase in bonus expense is due to improved financial performance over the prior period.

We have reduced our research and development spending to align with current project demands and expect our research and development expenses to increase in future years as we develop products to drive future growth.

Selling, General and Administrative

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 $ Change % Change 2025 2024 $ Change % Change

(dollars in thousands) (dollars in thousands)

Three Months Ended March 31,

2026 2025 $ Change % Change

(dollars in thousands)

Selling, general and administrative $ 42,457 $ 36,589 $ 5,868 16 %

% of net revenue 31 % 38 %

Selling, general and administrative expense increased $17.5 million to $47.7 million for the three months ended September 30, 2025, as compared to $30.2 million for the three months ended September 30, 2024.

The increase was driven by increases in professional fees of $8.0 million, stock-based compensation of $6.3 million, and bonus expense of $4.5 million.

The increase in professional fees is mainly due to higher legal fees related to the ongoing litigation.

The increase in stock-based compensation is attributable to incremental grants made to employees for retention purposes in the fourth quarter of 2024 as well as improved financial performance relative to baseline metrics under performance-based awards over the prior period.

The increase in bonuses is also due to improved financial performance over the prior period.

These increases were partially offset by decreases in outside services, payroll and other miscellaneous expenses of $1.2 million.

Selling, general and administrative expense increased $17.4 million to $117.6 million for the nine months ended September 30, 2025, as compared to $100.2 million for the nine months ended September 30, 2024.

The increase was driven by increases in professional fees of $10.7 million, bonuses of $7.4 million, and stock-based compensation of $6.1 million.

The increase in professional fees is mainly due to higher legal fees related to the ongoing litigation.

The increase in stock-based compensation is attributable to incremental grants made to employees for retention purposes.

The increase in bonuses is due to

improved financial performance over the prior period.

These increases were partially offset by decreases payroll and other benefits of $3.9 million and miscellaneous expenses of $3.0 million, which include commissions, outside services, consulting, and amortization of intangibles, and are attributable to cost reduction measures and timing of project completion.

Our selling, general and administrative expenses have increased over the prior year due to the unique factors described above, while certain costs within such expenses have been reduced via our cost reduction measures.

Selling, general and administrative expense increased $5.9 million to $42.5 million for the three months ended March 31, 2026, as compared to $36.6 million for the three months ended March 31, 2025.

The increase was driven by increases in stock-based compensation of $2.2 million, professional fees of $2.0 million, and payroll and bonus expense of $1.8 million.

The increase in stock-based compensation is due to incremental equity grants and improved financial performance over the prior period.

The increase in professional fees is due to legal fees related to ongoing litigation.

The increase in payroll and bonus expense is due to increased headcount and improved financial performance over the prior period.

Our selling, general and administrative expenses have increased over the prior year due to the factors described above.

We expect selling, general and administrative expenses to increase in future years when we return to growing our sales and marketing organization to expand into existing and new markets.

Impairment losses

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 $ Change % Change 2025 2024 $ Change % Change

(dollars in thousands) (dollars in thousands)

Impairment losses $ — $ 1,237 $ (1,237) (100) % $ — $ 1,237 $ (1,237) (100) %

% of net revenue — % 2 % — % — %

Impairment losses were $1.2 million and $1.2 million for the three and nine months ended September 30, 2024.

The impairment losses were attributable to abandonment of certain purchased licensed technology.

Restructuring Charges

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 $ Change % Change 2025 2024 $ Change % Change

(dollars in thousands) (dollars in thousands)

Three Months Ended March 31,

2026 2025 $ Change % Change

(dollars in thousands)

Restructuring charges $ 474 $ 7,879 $ (7,405) (94) %

% of net revenue — % 8 %

Restructuring charges decreased $15.6 million to $11.3 million for the three months ended September 30, 2025, compared to $26.8 million for the three months ended September 30, 2024.

Restructuring charges for the three months ended September 30, 2025 included $10.9 million in charges under contracts associated with CAD tool licenses which we ceased using.

Restructuring charges decreased $25.6 million to $24.7 million for the nine months ended September 30, 2025, compared to $50.3 million for the nine months ended September 30, 2024.

Restructuring charges for the nine months ended September 30, 2025 included $17.2 million in charges under contracts associated with CAD tool licenses which we ceased using, and $6.3 million in employee severance and related charges and $1.2 million in charges related to reduction of space leased for office facilities in connection with a workforce reduction.

Restructuring charges decreased $7.4 million to $0.5 million for the three months ended March 31, 2026, compared to $7.9 million for the three months ended March 31, 2025.

Restructuring charges for the three months ended March 31, 2026 included $0.4 million in lease related charges.

Restructuring charges for the three months ended March 31, 2025 included $6.3 million charges under contracts associated with CAD tool licenses which we ceased using during the quarter and $1.6 million in severance and related charges related to a workforce reduction.

Interest and Other Income (Expense)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 $ Change % Change 2025 2024 $ Change % Change

(dollars in thousands) (dollars in thousands)

Three Months Ended March 31,

2026 2025 $ Change % Change

(dollars in thousands)

Interest and other income (expense), net $ (1,443) $ (2,908) $ 1,465 (50) %

% of net revenue (1) % (3) %

Interest and other income (expense), net changed by $13.7 million from expense of $15.8 million in the three months ended September 30, 2024 to expense of $2.1 million for the three months ended September 30, 2025.

The change was driven by various factors, including impairment of privately held investments and notes receivables of $12.3 million that occurred in the prior year, and currency exchange gains resulting in an increase in other income (expense) of $2.1 million, partially offset by a decrease in interest income of $0.8 million due to lower average interest-bearing cash balances and decreased interest rates.

Interest and other income (expense), net changed by $4.6 million from expense of $15.7 million in the nine months ended September 30, 2024 to expense of $11.1 million for the nine months ended September 30, 2025.

The change was driven by various factors, including impairment of privately held investments and notes receivables of $12.3 million that occurred in the prior year, and a decrease in interest expense of $0.4 million due to decreased interest rates, partially offset by currency exchange losses resulting in a decrease in other income (expense) of $4.7 million, a decrease in interest income of $2.8 million due to lower average interest-bearing cash balances and decreased interest rates, and a decrease in gain on sales of investments of $0.6 million that occurred in the prior year.

Income Tax Provision (Benefit)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 $ Change % Change 2025 2024 $ Change % Change

(dollars in thousands) (dollars in thousands)

Income tax provision (benefit) $ 2,097 $ (6,713) $ 8,810 (131) % $ (1,307) $ (10,535) $ 9,228 (88) %

The income tax provision for the three months ended September 30, 2025 was $2.1 million compared to an income tax benefit of $6.7 million for the three months ended September 30, 2024.

The income tax benefit for the nine months ended September 30, 2025 was $1.3 million compared to an income tax benefit of $10.5 million for the nine months ended September 30, 2024.

Interest and other income (expense), net changed by $1.5 million from an expense of $2.9 million in the three months ended March 31, 2025 to an expense of $1.4 million for the three months ended March 31, 2026.

The change was driven by currency exchange gains of $1.4 million.

Income Tax Provision

Three Months Ended March 31,

2026 2025 $ Change % Change

(dollars in thousands)

Income tax provision $ 26,485 $ 711 $ 25,774 3,625 %

The income tax provision for the three months ended March 31, 2026 was $26.5 million compared to an income tax provision of $0.7 million for the three months ended March 31, 2025.

The difference between our effective tax rate and the 21.0% U.S.

federal statutory rate for the nine months ended September 30, 2025 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items, stock based compensation, and the impact of the valuation allowance against the Company’s Singapore deferred tax assets.

federal statutory rate for the three months ended March 31, 2026 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items including a tax on net controlled foreign corporation tested income, or NCTI, stock-based compensation, and the impact of the valuation allowance against the Company’s Singapore deferred tax assets.

The difference between our effective tax rate and the 21.0% U.S.

federal statutory rate for the nine months ended September 30, 2024 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items, and stock based compensation.

federal statutory rate for the three months ended March 31, 2025 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items, and stock based compensation.

We continue to maintain a valuation allowance to offset state and certain federal and foreign deferred tax assets, as realization of such assets does not meet the more-likely-than-not threshold required under accounting guidelines.

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Under these incentives, qualifying income derived from certain sales of our integrated circuits is taxed at a concessionary rate over the incentive period.

We also receive a reduced withholding tax rate on certain intercompany royalty payments made by our Singapore subsidiary during the incentive period.

We also receive a reduced withholding tax rate on certain intercompany royalty payments made by

our Singapore subsidiary during the incentive period.

During the quarter ended December 31, 2024, we recorded a full valuation allowance against our Singapore deferred tax assets.

Due to this Singapore valuation allowance position, no income tax provision was recorded in Singapore for the nine months ended September 30, 2025.

We recorded income taxes in the nine months ended September 30, 2024 at the incentive rate.

Due to this Singapore valuation allowance position, no income tax provision was recorded in Singapore for the three months ended March 31, 2026 and 2025.

The incentives are conditional upon our meeting certain minimum employment and investment thresholds within Singapore over time, and we may be required to return certain tax benefits in the event we do not achieve compliance related to that incentive period.

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Liquidity and Capital Resources

As of September 30, 2025, we had cash and cash equivalents of $111.9 million, restricted cash of $1.4 million and net accounts receivable of $52.9 million.

Additionally, as of September 30, 2025, our working capital, which we define as current assets less current liabilities, was $100.6 million.

As of March 31, 2026, we had cash and cash equivalents of $61.1 million, restricted cash of $28.9 million and net accounts receivable of $40.9 million.

Additionally, as of March 31, 2026, our working capital, which we define as current assets less current liabilities, was $102.8 million.

Financial instruments, which potentially subject us to concentrations of credit risk, consist primarily of cash and cash equivalents and accounts receivable.

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From time to time, we may also use cash to pay down outstanding debt and/or make investments.

As of September 30, 2025, $125.0 million of principal was outstanding under a senior secured term B loan facility or the “Initial Term Loan under the June 23, 2021 Credit Agreement.” The Company also has available, subject to the terms and conditions of the agreement, a senior secured revolving credit facility, in an aggregate principal amount of up to $100.0 million which remained undrawn as of September 30, 2025.

As of March 31, 2026, $125.0 million of principal was outstanding under a senior secured term B loan facility or the “Initial Term Loan under the June 23, 2021 Credit Agreement.” The Company also has available, subject to the terms and conditions of the agreement, a senior secured revolving credit facility, in an aggregate principal amount of up to $100.0 million which remained undrawn as of March 31, 2026.

The proceeds of the revolving facility may be used to finance the working capital needs and other general corporate purposes of the Company and its subsidiaries.

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

We could be subject to substantial variable interest rate risk because our interest rate under term loans typically vary based on a fixed margin over an indexed rate or an adjusted base rate.

While we had been mitigating the impact of high interest rates with large amounts of prepayments on our outstanding debt, if interest rates were to further increase substantially, it could have a material adverse effect on our operating results and could affect our ability to service the indebtedness.

Please refer to the Risk Factor entitled “ 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.

If interest rates were to further increase substantially, it could have a material adverse effect on our operating results and could affect our ability to service the indebtedness.

Please refer to the Risk Factor entitled “ As of March 31, 2026, 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 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.

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Cash used to fund capital purchases and acquisitions of businesses and investments are included in investing activities in our consolidated statements of cash flows.

Cash paid to satisfy minimum tax withholdings on behalf of employees for restricted stock units, cash proceeds from issuance of common stock and debt, and cash used to pay down outstanding debt, if any, are included in financing activities in our consolidated statements of cash flows.

As of September 30, 2025, our material cash requirements include long-term debt, non-cancelable operating leases, inventory purchase obligations and other obligations, which primarily consist of contractual payments due for CAD software licenses, as follows:

Cash paid to satisfy minimum tax withholdings on behalf of employees for restricted

stock units, cash proceeds from issuance of common stock and debt, and cash used to pay down outstanding debt or repurchase stock, if any, are included in financing activities in our consolidated statements of cash flows.

As of March 31, 2026, our material cash requirements include long-term debt, non-cancelable operating leases, inventory purchase obligations and other obligations, which primarily consist of contractual payments due for CAD software licenses, as follows:

Total Less than 1 year 1-3 years 3-5 years More than 5 years

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Total $ 374,065 $ 160,599 $ 201,155 $ 6,873 $ 5,438

Total inventory purchase and other contractual obligations increased from $106.5 million as of December 31, 2024 to $121.0 million as of September 30, 2025 driven by increased sales demand which resulted in incremental purchase orders.

Our planned capital expenditures as of September 30, 2025 were not material.

Our consolidated balance sheet at September 30, 2025 included $4.2 million in other long-term liabilities for uncertain tax positions, some of which may result in cash payment and $15.0 million received from other parties for jointly funded research and development projects which will be recognized into income when the contingencies associated with the repayment conditions have been resolved.

Total inventory purchase and other contractual obligations increased from $209.6 million as of December 31, 2025 to $219.2 million as of March 31, 2026 driven by increased sales demand which resulted in incremental purchase orders.

Our planned capital expenditures as of March 31, 2026 were not material.

Our consolidated balance sheet at March 31, 2026 included $4.3 million in other long-term liabilities for uncertain tax positions, some of which may result in cash payment and $15.0 million received from other parties for jointly funded research and development projects which will be recognized into income when the contingencies associated with the repayment conditions have been resolved.

The future payments related to uncertain tax positions recorded as other long-term liabilities have not been presented in the table above due to the uncertainty of the amounts and timing of cash settlement with the taxing authorities.

Our primary sources of cash are cash receipts on accounts receivable from our shipment of products to distributors and direct customers.

Our primary sources of cash are cash receipts on accounts receivable from our shipment of products to distributors and direct customers, and on occasion, proceeds that we receive under certain intellectual property sale agreements.

Aside from the amounts billed to our customers, net cash collections of accounts receivable are impacted by the efficiency of our cash collections process, which can vary from period to period depending on the payment cycles of our major distributor customers, and relative linearity of shipments period-to-period.

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The following is a summary of our working capital, cash and cash equivalents, and restricted cash for the periods indicated:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(in thousands)

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Total cash, cash equivalents, and restricted cash $ 89,932 $ 101,412

We believe that our $111.9 million of cash and cash equivalents at September 30, 2025 will be sufficient to fund our projected operating requirements for at least the next twelve months.

As of September 30, 2025, our indebtedness totaled $125.0 million, which consists of outstanding principal under the Initial Term Loan under the June 23, 2021 Credit Agreement.

The June 23, 2021 Credit Agreement also provides the Company with the Revolving Facility in an aggregate principal amount of up to $100.0 million, which remained undrawn as of September 30, 2025.

We believe that our $61.1 million of cash and cash equivalents at March 31, 2026 will be sufficient to fund our projected operating requirements for at least the next twelve months.

As of March 31, 2026, our indebtedness totaled $125.0 million, which consists of outstanding principal under the Initial Term Loan under the June 23, 2021 Credit Agreement.

The June 23, 2021 Credit Agreement also provides the Company with the Revolving Facility in an aggregate principal amount of up to $100.0 million, which remained undrawn as of March 31, 2026.

The June 23, 2021 Credit Agreement was amended on June 29, 2023 to implement a benchmark replacement of SOFR for LIBOR.

The Initial Term Loan under the June 23, 2021 Credit Agreement has a seven-year term expiring in June 2028 and subsequent to the benchmark replacement amendment, bears interest, at the Company’s option, at a per annum rate equal to either (i) a base rate equal to the highest of (x) the federal funds rate, plus 0.50%, (y) the prime rate then in effect and (z) an adjusted SOFR rate determined on the basis of a one-month interest period plus 1.00%, in each case, plus an applicable margin of 1.25% or (ii) an adjusted SOFR rate, subject to a floor of 0.50%, plus an applicable margin of 2.25%.

Loans under the Revolving Facility initially bear interest, at a per annum

rate equal to either (i) a base rate (as calculated above) plus an applicable margin of 0.00%, or (ii) an adjusted SOFR rate (as calculated above) plus an applicable margin of 1.00%.

The Initial Term Loan under the June 23, 2021 Credit Agreement has a seven-year term expiring in June 2028 and subsequent to the benchmark replacement amendment, bears

interest, at the Company’s option, at a per annum rate equal to either (i) a base rate equal to the highest of (x) the federal funds rate, plus 0.50%, (y) the prime rate then in effect and (z) an adjusted SOFR rate determined on the basis of a one-month interest period plus 1.00%, in each case, plus an applicable margin of 1.25% or (ii) an adjusted SOFR rate, subject to a floor of 0.50%, plus an applicable margin of 2.25%.

Loans under the Revolving Facility initially bear interest, at a per annum rate equal to either (i) a base rate (as calculated above) plus an applicable margin of 0.00%, or (ii) an adjusted SOFR rate (as calculated above) plus an applicable margin of 1.00%.

Following delivery of financial statements for the Company’s fiscal quarter ending June 30, 2021, the applicable margin for loans under the Revolving Facility ranges from 0.00% to 0.75% in the case of base rate loans and 1.00% to 1.75% in the case of SOFR rate loans, in each case, depending on the Company’s secured net leverage ratio as of the most recently ended fiscal quarter.

The Company is required to pay commitment fees ranging from 0.175% to 0.25% per annum on the daily undrawn commitments under the Revolving Facility, depending on the Company’s secured net leverage ratio as of the most recently ended fiscal quarter.

The following is a summary of our cash flows provided by (used in) operating activities, investing activities and financing activities for the periods indicated:

Nine Months Ended September 30,

The following is a summary of our cash flows used in operating activities, investing activities and financing activities for the periods indicated:

Three Months Ended March 31,

(in thousands)

Net cash provided by (used in) operating activities $ 9,213 $ (17,457)

Net cash used in operating activities $ (8,872) $ (11,400)

Net cash used in investing activities (4,239) (1,989)

Net cash used in financing activities (46) (135)

Net cash provided by (used in) financing activities 2,278 (2,140)

Effect of exchange rate changes on cash, cash equivalents and restricted cash (647) (9)

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Cash Flows from Operating Activities

Net cash provided by operating activities was $9.2 million for the nine months ended September 30, 2025, compared to net cash used in operating activities of $17.5 million for the nine months ended September 30, 2024.

The increase in operating cash flows was driven by increased revenues from increased volume of shipments of our products as a result of growth in customer demand for our broadband, connectivity, and infrastructure end markets (as discussed under the heading, “Results of Operations,” above).

Operating cash flows were also impacted by changes in our working capital, which decreased $40.8 million, in particular, in 2025, we made severance and other payments from workforce reductions of $11.2 million and against our price protection liability of $8.8 million.

Net cash used in operating activities was $8.9 million for the three months ended March 31, 2026, compared to net cash used in operating activities of $11.4 million for the three months ended March 31, 2025.

The decrease in operating cash flows was impacted by changes in our working capital, which decreased $22.9 million.

The change in working capital was driven by a prepayment for wafers supporting rising demand for certain data center products.

Cash Flows from Investing Activities

Our use of cash in investing activities decreased by $4.3 million.

Net cash used in investing activities was $16.1 million for the nine months ended September 30, 2025 and consisted of purchases of property and equipment of $8.9 million, and purchases of intangible assets of $7.2 million.

Net cash used in investing activities was $20.4 million for the nine months ended September 30, 2024 and consisted of purchases of property and equipment of $15.5 million, and purchases of intangible assets of $5.0 million.

Our use of cash in investing activities increased by $2.3 million.

Net cash used in investing activities was $4.2 million for the three months ended March 31, 2026 and consisted of purchases of property and equipment of $1.4 million, and purchases of intangible assets of $0.9 million.

Net cash used in investing activities was $2.0 million for the three months ended March 31, 2025 and consisted of purchases of property and equipment of $2.0 million.

Cash Flows from Financing Activities

Our use of cash in financing activities did not materially change and was substantially comprised of minimum tax withholding paid on behalf of employees for restricted stock units, partially offset by net proceeds from issuance of common stock under employee stock purchase plans for both periods.

Cash flows from financing activities increased by $4.4 million.

Net cash provided by financing activities was $2.3 million for the three months ended March 31, 2026 and included proceeds from a funding arrangement of $6.0 million, partially offset by minimum tax withholding paid on behalf of employees for restricted stock units of $3.7 million.

Net cash used in financing activities was $2.1 million for the three months ended March 31, 2025 and was comprised of minimum tax withholding paid on behalf of employees for restricted stock units.

Warranties and Indemnifications

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What changed 10-Q

Item 2. Management’s Discussion and Analysis