What changed in this filing

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Item 1A. Risk Factors

2026-04-23 compared with 2025-10-23 · 150 added, 122 removed, 876 unchanged (24% of the section changed)

17 unchanged sentences

• We face intense competition and expect competition to increase in the future, which could have a material adverse effect on our revenue, revenue growth rate, if any, and market share.

• 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.

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 could continue to adversely affect our revenues, margins, and results of operations.

• Recent and further 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.

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

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

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

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We may not sustain our current level of revenue, which has previously declined, and/or manage future growth effectively.

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.

• 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.

• 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.

• 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.

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• If we fail to develop and introduce new or enhanced products on a timely basis, our ability to attract and retain customers could be impaired and our competitive position could be harmed.

• We are subject to order and shipment uncertainties, and differences between our estimates of customer demand and product mix and our actual results could continue to negatively affect our inventory levels, sales and operating results.

• We are subject to order and shipment uncertainties, and differences between our estimates of customer demand and product mix and our actual results could negatively affect our inventory levels, sales and operating results.

• We may have difficulty accurately predicting our future revenue and appropriately budgeting our expenses particularly as we seek to enter new markets where we may not have prior experience.

• Our customers require our products and our third-party contractors to undergo a lengthy and expensive qualification process which does not assure product sales.

• We incur significant expenditures to win business and customer product plan cancellations may adversely affect our results of operations.

• A failure to maintain compliance with governmental regulations could have a material adverse effect on our business.

• Winning business is subject to lengthy competitive selection processes that require us to incur significant expenditures.

Even if we begin a product design, customers may decide to cancel or change their product plans.

• Our business is subject to various international and U.S.

laws and governmental regulations, and compliance with these laws and regulations may cause us to incur significant expenses .

• If we are unable to attract, train and retain qualified personnel and senior management, our business, financial condition, results of operations and prospects could suffer.

• 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.

• 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.

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Any current or future litigation could be time-consuming, costly to prosecute, defend or settle and result in damages and/or the loss of significant rights.

• If we are unable to protect our intellectual property, our business could be adversely affected.

• We utilize a significant amount of intellectual property in our business, and if we are unable to protect our intellectual property, our business could be adversely affected.

• We face risks related to security vulnerabilities in our products.

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

• Failure to meet any expectations related to stock repurchase programs could cause the market price of our common stock to decline.

Risks Relating to our Terminated Merger with Silicon Motion

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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.

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• we could be subject to substantial variable interest rate risk because our interest rate under term loans typically varies based on a fixed margin over an indexed rate (such as for the Initial Term Loan under the June 23, 2021 Credit Agreement) or an adjusted base rate.

If interest rates were to continue to increase substantially, and we incur additional indebtedness, it would adversely affect our operating results and could affect our ability to service the indebtedness;

If interest rates were to increase substantially, and we incur additional indebtedness, it would adversely affect our operating results and could affect our ability to service the indebtedness;

• a portion of our cash flows is dedicated to the payment of interest and when applicable, principal, on our indebtedness and other obligations and will not be available for use in our business;

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Moreover, the competitive landscape is changing as a result of intense consolidation within our industry as some of our competitors have merged with or been acquired by other competitors, and other competitors have begun to collaborate with each other, which could result in significant changes to the competitive landscape.

In addition, changes in government trade policies, including the imposition of tariffs and export restrictions, as well as actions by government agencies, could limit our ability to sell our products to certain customers and adversely affect our ability to compete successfully.

In addition, recent changes in government trade policies, including recent threats and actions imposing tariffs and export restrictions, as well as other actions by government agencies, could limit our ability to sell our products to certain customers and adversely affect our ability to compete successfully.

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 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.

Recent and further 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.

The United States has recently imposed or proposed new or higher tariffs on a large number of products exported by U.S.

trading partners, including China, Europe, Canada, Mexico, and many others.

In response, many of those trading partners, including China, have imposed or proposed new or higher tariffs on American products.

In response, many of those trading partners,

including China, have imposed or proposed new or higher tariffs on American products.

Though certain of these tariffs were rescinded in February 2026 following a recent judgment of the U.S.

Supreme Court invalidating the use of certain legal authorities for these purposes, new tariffs of similar scope and effect were simultaneously imposed under alternative legal authorities and additional tariffs could follow.

We have experienced and are continuing to experience weakened demand in China, and continuing changes in U.S.

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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 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.

Global economic conditions, including factors that adversely affect consumer spending for the products that incorporate our integrated circuits, such as high inflation, could 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.

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

From time to time, these and other factors, together with changes in general economic conditions, cause significant upturns and downturns in the industry, and in our business in particular.

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

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We may not sustain our current level of revenue, which has previously declined, and/or manage future growth effectively.

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 $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.

Our net revenue increased from $95.9 million in the three months ended March 31, 2025, to $137.2 million in the three months ended March 31, 2026, due to increases in infrastructure, broadband and industrial and multi-market categories, 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.

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.

We may not realize, in full or in part, the anticipated benefits, savings and improvements from the reductions of our workforce if our revenue and profits decline beyond our current projections.

If we are unable to realize the expected operational efficiencies and cost savings from reductions of our workforce, our operating results and financial condition would be adversely affected.

You should not rely on our operating results for any prior quarterly or annual periods as an indication of our future operating performance.

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

• 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;

• recruit, hire, train, retain 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;

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

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We sell our products throughout the world.

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.

Products shipped to Asia accounted for 77% of our net revenue in the three months ended March 31, 2026.

In addition, as of March 31, 2026, approximately 75% 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.

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• changes in import and/or export control restrictions and regulations by governments, such as changes to licensing requirements or other anti-diversion enforcement measures, as a result of ongoing armed conflict and geopolitical tensions among the United States, China, Iran, Israel, Lebanon, Russia, Ukraine, and other countries;

• other unpredictable geopolitical turmoil, including terrorism, war or political or military coups, including the current conflict in Israel and recent escalation of Israel’s conflicts with Iran and Lebanon;

• other unpredictable geopolitical turmoil, including war, political or military coups, or terrorism, including the escalation and broadening of conflicts involving Israel, Iran, and Lebanon, the conflict in Israel and Gaza, the U.S.

military involvement in hostilities with Iran, and any resulting impacts, including volatility or disruptions in global energy markets and oil prices;

• civil disturbances or political instability, especially in Iran;

• currency fluctuations relating to our international operating activities;

• transportation delays;

• civil disturbances or political instability;

• differing employment practices and labor standards;

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trade policy.

For example, the U.S.

Department of Commerce is undertaking an investigation into whether additional tariffs on imported semiconductor products may be necessary to mitigate risks to U.S.

national security;

following completion of this investigation, the U.S.

President may decide to impose additional tariffs on these or other products using legal authorities provided under Section 232 of the Trade Expansion Act of 1962.

Additionally, retaliatory policies adopted by other countries, including China, could also negatively impact our business.

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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.

government also continues to expand the scope of restrictions on the development or production of advanced ICs and certain semiconductor manufacturing equipment, and the restrictions on supercomputing, in China and other countries.

These Proposed Regulations were rescinded but we expect that a revised version of these controls may be issued at some point in the future.

government also has continued to expand the scope of restrictions on the development or production of advanced ICs and certain semiconductor manufacturing equipment, and the restrictions on supercomputing, in China and other countries.

We have confirmed that some of our products are subject to these new controls.

The United States government has also continued to add Chinese entities to the Entity List.

We regularly monitor changes to applicable export control regulations to assess the impact to our business, if any.

The BIS continues to add many new entities to the Entity List and Unverified List, many of which are in China.

To date, none of our material customers located in China has been added to the Entity List or other restricted party list.

The BIS continues to add many new entities to the Entity List and Unverified List.

As noted above, our ability to manufacture, sell or distribute products or technology will be limited if BIS further amends the EAR to add restrictions against parties who are or may be our customers.

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Such developments could include restriction on the export of products from Taiwan to China and/or restriction on the import of Taiwanese-origin products into China.

We believe we have experienced impacts of the U.S.

and European economic sanctions against Russia and the military conflict in Ukraine, including volatility in the prices of metals used by our outsourced semiconductor assembly and test, or OSAT, supply chain, in particular around the supply of palladium, for which Russia is the top producer in the world, as well as increased fuel costs, which has global impact on transportation costs, including the shipping and delivery of our products.

We believe we have experienced impacts of the United States and European economic sanctions against Russia and the military conflict in Ukraine, including volatility in the prices of metals used by our outsourced semiconductor assembly and test, or OSAT, supply chain, in particular around the supply of palladium, for which Russia is the top producer in the world, as well as increased fuel costs, which has global impact on transportation costs, including the shipping and delivery of our products.

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

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

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.

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

The ongoing military conflict involving the United States, Israel, Iran and other countries in the Middle East and beyond, has increased tension in the region as well as around the world.

As a result, the United States also has taken actions that impact trade including imposing additional sanctions on Iran and both sides have imposed restrictions that impact access to the Strait of Hormuz.

This conflict has contributed to instability in the Middle East, disrupted global energy supply or transportation routes, and resulted in significant volatility or sustained increase in oil and other energy prices and this impact may continue for an unknown period of time.

Such developments could further increase our transportation costs, contribute to inflationary pressures, and adversely affect global economic conditions, which may have an adverse effect on our revenue and/or gross margin.

If these conflicts, sanctions, or geopolitical tensions worsen, we cannot provide assurances that our business will not be impacted in the future.

In addition, this conflict and previous conflicts in the region have resulted in our employees located in Israel having to perform military service and/or being negatively impacted by violence, political instability, or security concerns.

These developments have disrupted, and could further interrupt, our business operations and increase costs associated with relocating

employees, enhanced security measures, engaging with alternative third-party contractors or hiring additional employees outside of Israel.

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.

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Certain of our products and technologies are subject to export and/or import controls imposed by countries in which we do business, including the United States Export Administration Regulations, or EAR, administered by BIS.

Certain of our products and technologies are subject to the EAR, which may require a license authorization from BIS prior to the shipment or sharing of certain products and technologies with certain end users or destinations.

The EAR, which may require a license or other authorization from BIS prior to the shipment or sharing of certain products and technologies with certain end users or destinations.

Such approval may be delayed, denied, or even revoked after initially being granted by BIS, depending on one or more factors including the type of product or technology at issue, the intended end use, the identity of the end user, the identity of other companies involved in the production process, and whether a license exception might apply, among others.

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Export control laws, regulations, and orders are complex, change frequently and with limited or no notice, have generally become more stringent over time and have intensified as U.S.-China geopolitical tensions worsen.

Since October 2022, the United States has continued to announce export control restrictions on an increasing number of entities based in China due to national security and human rights concerns and additional more severe restrictions may be possible.

The United States has continued to announce export control restrictions on an increasing number of entities based in China due to national security and human rights concerns and additional more severe restrictions may be possible.

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.

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

These additional controls were rescinded by BIS, but a revised version of these restrictions is expected to be announced.

Additional restrictions related to advanced semiconductor products and computing resources were released in January 2025 with a compliance date beginning in May 2025, which were rescinded by BIS;

however, a revised version of these restrictions may be announced.

Failure to obtain required export licenses for our products or the placement of one or more of our customers on any restricted parties lists could significantly reduce our revenue and harm our business.

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We currently have licenses from BIS that permit certain of our transactions with two restricted parties, but those licenses may be revoked at any time or denied for renewal when the license expires.

One of our third-party foundry partners, Semiconductor Manufacturing International Corporation, or SMIC, was added to the BIS Entity list in December 2020.

As a result of that Entity List listing, we have been required to obtain export licenses from BIS for the export or reexport to SMIC of any technology for the development or production (fabrication) of our products.

Although we have obtained export licenses in order to have SMIC manufacture certain products for us, those export licenses could be revoked at any time.

Revocation of any of those export licenses could significantly disrupt our ability to obtain the products in question and fulfill customer requirements.

Moreover, the issuance of export licenses for other technology transfers to SMIC is a matter of discretion with the U.S.

government, and it is uncertain whether we will be able to obtain export licenses, in a timely manner, for the transfer of technology required by SMIC to produce semiconductor wafers for us.

If we are unable to obtain those export licenses, it may be necessary to have the products fabricated by other semiconductor foundries, which may be more costly alternatives to SMIC, and which may have limited capacity to fabricate sufficient products to meet our requirements.

Additionally, current and future business with parties subject to significant export restrictions, including those named on the Entity List may be limited in scope or suspended entirely in order to comply with the EAR or other applicable laws or regulations and, as a result, our revenue could be adversely impacted until a license is granted or renewed.

regulations and, as a result, our revenue could be adversely impacted until a license is granted or renewed.

It is possible that the U.S.

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

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.

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.

In the future, these customers may decide, as they have at times before, not to purchase our products at all, may purchase fewer products than they did in the past, or may defer or cancel purchases or otherwise alter their purchasing patterns.

While we are entitled to consideration under intellectual property sales agreements, which consideration has previously been and could in the future be material, we may not receive such consideration in the future.

While we are entitled to consideration under intellectual property sales agreements, which consideration has previously been and is currently expected in the future to be material, we may not receive such consideration on a recurring basis.

Factors that could affect our revenue from these large customers include the following:

• macroeconomic and business factors influencing such customers’ demand for our products, including excess inventory in the channel;

• macroeconomic and business factors influencing such customers’ demand for our products;

• substantially all of our sales to date have been made on a purchase order basis, and we do not have long-term product purchase commitments with our customers;

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• any decrease in revenue generated by the recipient of intellectual property under certain intellectual property sale agreements, including due to any inability to enforce our intellectual property rights as described in the section “Risks Relating to Intellectual Property” under the risk factor “ 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 .”

we are unable to protect our intellectual property, our business could be adversely affected .”

In addition, delays in development could impair our relationships with our strategic customers and negatively impact sales of the products under development.

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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 nine months ended September 30, 2025 and 2024.

Products shipped to mainland China accounted for 10% of our net revenue during the three months ended March 31, 2026.

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:

• “ 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.

• “ Recent and further 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.

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

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We sell a significant portion of our products to manufacturers of cable broadband voice and data modems and gateways, satellite outdoor units, optical modules for long-haul and metro telecommunications markets, and RF transceivers and modem solutions for wireless infrastructure markets.

We have further expanded our product offerings to include Wi-Fi, ethernet and broadband gateway processor SoCs and intellectual property that utilizes patented machine learning techniques to improve signal integrity and power efficiency in SoCs, ASICs, and field-programmable gate arrays, or FPGAs, used in next-generation communication and artificial intelligence systems.

Our product offerings also include broadband data access, power management and interface technologies which are ubiquitous functions in new and existing markets such as wireless and wireline communications infrastructure, broadband access, industrial, enterprise network, automotive applications, Wi-Fi, ethernet and broadband gateway processor SoCs and intellectual property that utilizes patented machine learning techniques to improve signal integrity and power efficiency in SoCs, ASICs, and field-programmable gate arrays, or FPGAs, used in next-generation communication and artificial intelligence systems.

Our future revenue growth, if any, will depend in part on our ability to further penetrate into, and expand beyond, these markets with analog, digital and mixed-signal solutions targeting the markets for Wi-Fi and broadband, high-speed optical interconnects for data center, metro, long-haul optical modules, and telecommunications wireless infrastructure products.

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Broadband data modems and gateways and video gateways continue to represent a significant North American and European revenue generator.

The North American and European Pay-TV market is dominated by a few OEMs, including Vantiva SA, Commscope Holding Company, Inc., Hitron Technologies Inc., Compal Broadband Networks, Inc., Humax Co., Ltd., and Samsung Electronics Co., Ltd.

The North American and European Pay-TV market is dominated by a few OEMs, including Vantiva SA, Hitron Technologies Inc., Compal Broadband Networks, Inc., Humax Co., Ltd., and Samsung Electronics Co., Ltd.

These OEMs are large multinational corporations with negotiating power relative to us and are undergoing significant consolidation.

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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 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.

For the three months ended March 31, 2026 and 2025, revenue directly attributable to broadband applications accounted for approximately 32% and 43% of our net revenue, respectively.

We have experienced an increase in broadband net revenue of $2.7 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, 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.

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

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

For three months ended March 31, 2026, and 2025, our research and development expense was $53.2 million and $55.5 million, respectively.

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

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These factors include, among others:

• seasonality or cyclical fluctuations in our markets;

• seasonality or cyclical fluctuations in our markets such as a smaller amount of revenue in the first quarter of each fiscal year and increasing revenue in the second quarter of each fiscal year;

• overall demand volatility for semiconductor solutions across a diverse range of communications, industrial and multi-market applications;

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• our ability to develop, introduce, and market new products and technologies on a timely basis;

• size and timing of any consideration received under our intellectual property sale agreements;

• the availability and cost of products from our suppliers;

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• currency fluctuations;

• size and timing of any consideration received under our intellectual property sale agreements;

• fluctuations in manufacturing yields of integrated circuits;

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however, we cannot provide any assurances that we will accurately predict the direction in which our markets will evolve or that we will be able to develop, market, or sell new products that respond to such changes successfully or in a timely manner, if at all.

We are subject to order and shipment uncertainties, and differences between our estimates of customer demand and product mix and our actual results could continue to negatively affect our inventory levels, sales and operating results.

We are subject to order and shipment uncertainties, and differences between our estimates of customer demand and product mix and our actual results could negatively affect our inventory levels, sales and operating results.

Our revenue is generated on the basis of shipments of products under purchase orders with our customers rather than long-term purchase commitments.

In addition, our customers can and have requested to cancel purchase orders or defer the shipments of our products under certain circumstances.

In addition, while most of our customer purchase orders are non-cancelable and non-returnable, our customers can and have requested to cancel purchase orders or defer the shipments of our products under certain circumstances.

Our products are manufactured using a silicon foundry according to our estimates of customer demand, which requires us to make separate demand forecast assumptions for every customer, each of which may introduce significant variability into our aggregate estimate.

We have limited visibility into future customer demand and the product mix that our customers will require, which has in the past affected and could in the future adversely affect our revenue forecasts and operating margins.

Also, as customer lead times continue to improve, we have seen and expect to continue to see a more normalized demand-planning horizon.

Also, as customer lead times have improved, we have seen and expect to continue to see a more normalized demand-planning horizon.

Moreover, because our target markets are constantly evolving, many of our customers have difficulty accurately forecasting their product requirements and estimating the timing of their new product introductions, which ultimately affects their demand for our products.

Historically, because of this limited visibility, actual results have been different from our forecasts of customer demand.

Some of these differences have been material which has led to and could continue to lead to excess inventory or product shortages and revenue and margin forecasts above those we were actually able to achieve.

Some of these differences have been material which has led to and could lead to excess inventory or product shortages and revenue and margin forecasts above those we were actually able to achieve.

These differences may occur in the future, and the adverse impact of these differences between forecasts and actual results could grow if we are not successful in expanding the customer base for our products.

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If our suppliers have difficulty obtaining raw materials and natural resources due to extreme weather impacts, this could increase the cost associated with extraction of raw materials or limit the supply available for our key suppliers to manufacture our products, driving the cost up for us and/or threaten our upstream supply chain.

In recent months, there have been substantial legislative and regulatory developments on climate-related issues, including proposed, issued and implemented legislation and rule makings that would require companies to assess and/or disclose climate metrics, risks, opportunities, policies and practices.

In the past, there have been substantial legislative and regulatory developments on climate-related issues, including proposed, issued and implemented legislation and rule makings that would require companies to assess and/or disclose climate metrics, risks, opportunities, policies and practices.

For example, on March 6, 2024, the SEC adopted rules mandating climate-related disclosures that would require increased climate change-related disclosure in our periodic reports and other filings with the SEC for fiscal year 2025 and beyond, which were stayed on April 4, 2024.

The potential impact to us of these legislative and regulatory developments is uncertain at this time, although we expect that the emerging legal and regulatory requirements on climate-related issues will result in additional compliance and may require us to spend or add significant resources and divert management attention.

We cannot be sure that we will be able to successfully adapt our operations in response to any climate-related changes or comply with any increased reporting obligations in a cost-effective manner, and our business, financial condition and results of operations could be materially and adversely affected.

The potential impact to us of these legislative and regulatory developments is uncertain at this time, although we expect that emerging legal and regulatory requirements on climate-related issues, if made mandatory, would result in additional compliance and may require us to spend or add significant resources and divert management attention.

We cannot be sure that we would be able to successfully adapt our operations in response to any climate-related changes or comply with any increased reporting obligations in a cost-effective manner, and our business, financial condition and results of operations could be materially and adversely affected.

We must also conform the manufacture and distribution of our semiconductors to various laws and adapt to regulatory requirements in all countries as these requirements change.

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Our future success depends on our ability to retain, attract and motivate qualified personnel, including our management, sales and marketing and finance teams, and especially our design and technical staff.

We have initiated and implemented workforce reductions over the past two years to align our operational needs with the changes in macroeconomic conditions and the demand environment.

We have initiated and implemented workforce reductions over the past few years to align our operational needs with the changes in macroeconomic conditions and the demand environment.

These workforce reductions have yielded and may continue to result in unintended consequences, such as attrition beyond our intended reductions in workforce and reduced employee morale, which may cause our employees who were not affected by the reductions in workforce to seek alternate employment.

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This was a necessary step to maintain workforce stability and preserve stockholder value, but led to an increase in our burn rate and reduced the shares available under our equity incentive plans.

Our stockholders did not approve our proposed amendment of the MaxLinear, Inc.

Amended and Restated 2010 Equity Incentive Plan, or the Amended Plan, to reallocate the 3,657,565 shares available for grant as of March 26, 2025 under the MaxLinear, Inc.

Inducement Equity Incentive Plan, or Inducement Plan, which is only available to grant equity awards to new employees, to the Amended Plan so that the reallocated shares would be available to grant equity awards to existing employees.

If the shareholders had approved the Amended Plan, the Inducement Plan would have terminated upon approval of the Amended Plan.

As a result, existing equity incentive plans have continued, and given that the Inducement Plan can only be used to grant equity to new employees, the existing shares reserved for issuance under the current equity incentive plans may be insufficient to grant meaningful 2025 compensation to our employees to achieve our personnel objectives as our equity needs have shifted from hiring-related inducement grants to retention-focused awards.

We are currently asking our stockholders to approve an amendment and restatement of the MaxLinear, Inc.

Amended and Restated 2010 Equity Incentive Plan, which expires in August 2026, to approve a new ten-year term and increase the number of shares reserved thereunder by 3,204,107 shares, including 3,127,896 shares available for grant as of March 23, 2026 under the MaxLinear, Inc.

Inducement Equity Incentive Plan, or Inducement Plan.

If our stockholders approve the amended and restated MaxLinear, Inc.

Amended and Restated 210 Equity Incentive Plan, or the Amended Plan, the Inducement Plan, which is only available to grant equity awards to new employees, will be terminated and the 3,127,896 shares available for grant under the Inducement Plan as of March 23, 2026, would be available to grant equity awards to existing employees under the Amended Plan.

If our stockholders do not approve the Amended Plan, the Amended Plan will not become effective, the current Amended and Restated 2010 Equity Incentive Plan will expire in August 2026 and the Inducement Plan will continue by its current terms.

If the Amended Plan is not approved by our stockholders, we will not be able to grant equity awards to new and continuing service providers under the current Amended and Restated 2010 Equity Incentive Plan after it expires in August 2026.

Given that the Inducement

Plan can only be used to grant equity to new employees, if the Amended Plan is not approved, the existing shares reserved for issuance under the current Amended and Restated 2010 Equity Incentive Plan until its expiration in August 2026 and the Inducement Plan may be insufficient to grant meaningful compensation to our employees to achieve our personnel objectives as our equity needs have shifted from hiring-related inducement grants to retention-focused awards.

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 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.

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 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.

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.

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.

As of March 31, 2026, 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 March 31, 2026.

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.

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Such obligations, including the guaranties, are secured by substantially all of our assets and those of the subsidiary guarantors.

On April 22, 2026, the Company entered into the Second Amendment.

Under the Second Amendment, the maturity date applicable to the Revolving Facility was extended from June 23, 2026 to March 23, 2028.

See Note 18 to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information on the Second Amendment.

Our material indebtedness adversely affects our operating expenses through increased interest payment obligations and adversely affects our ability to use cash generated from operations as we repay interest at a variable rate, which has been increasing, and principal under the term loans.

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• we are subject to variable interest rate risk because our interest rate under the Initial Term Loan under the June 23, 2021 Credit Agreement varies based on a fixed margin of 2.25% per annum over an adjusted Term SOFR rate or 1.25% per annum over an adjusted base rate and our interest rate for any outstanding principal under the revolving credit facility varies based a margin of 0% to 0.75% over adjusted base rate or a margin of 1.00% to 1.75% over an adjusted Term SOFR rate, and we are also subject to commitment fees ranging from 0.175% to 0.25% on the undrawn portion of the Revolving Facility.

If interest rates were to continue to increase substantially, it would adversely affect our operating results and could affect our ability to service our indebtedness;

If interest rates were to increase substantially, it would adversely affect our operating results and could affect our ability to service our indebtedness;

• a portion of our cash flows is dedicated to the payment of interest and when applicable, principal, on our indebtedness and other obligations and will not be available for use in our business;

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If we fail to comply with such regulation, it might impact our business to satisfy any fines or additional actions to remain compliant.

Many foreign countries and governmental bodies, including China, the European Union and other relevant jurisdictions where we conduct business, have laws and regulations concerning the collection and use of personal data, and other data obtained from their residents or by businesses operating within their jurisdictions that are currently more restrictive than those in the U.S.

These laws may require that our overall information technology security environment meet certain standards and/or be certified.

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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.

However, there is still some uncertainty in how regulators will interpret and enforce these laws.

The laws outlined above are only a sample of the governmental laws, regulations and other legal obligations related to privacy, data protection, and cybersecurity to which we are subject.

There are also many new and evolving laws and regulations focused on the use of AI.

For example, the EU’s Artificial Intelligence Act, or AI Act, was enacted on August 1, 2024.

Certain of its obligations entered into effect on February 2, 2025, and the majority of its applicable provisions are currently due to become effective by August 2, 2026, although the EU’s legislature may vary this date for certain obligations.

The AI Act proposes a framework of prohibitions as well as disclosure, transparency, and other regulatory obligations based on various levels of risk for businesses introducing AI systems in the EU.

Provisions of the AI Act could require us to alter or restrict our use of AI both in features or products available to our users and in our systems that interact with our users, depending on respective levels of risk-categorization, types of systems, and manner of use, as set forth in the AI Act.

The AI Act also may require us to comply with monitoring and reporting requirements.

As a result, we may need to devote substantial time and resources to evaluate our obligations under the AI Act and to develop and execute a plan designed to promote compliance.

Noncompliance with the AI Act could result in fines of up to €35 million or 7% of annual global turnover for the previous year, whichever is higher.

There have been numerous other laws and bills proposed at the domestic and international level aimed at regulating the deployment or provision of AI systems and services.

These include, among others, the Texas Responsible Artificial Intelligence Governance Act which became effective January 1, 2026, and focuses on prohibiting harmful uses of AI, and the Colorado AI Act, which will become effective June 30, 2026, and, similar to the AI Act, provides for a regulatory risk-based framework.

The laws outlined above are only a sample of the governmental laws, regulations and other legal obligations related to privacy, data protection, cybersecurity, and AI to which we are subject.

Various aspects of these laws, including their interpretation and enforcement, remain unclear, resulting in further uncertainty and potentially requiring us to modify our data practices and policies and to incur substantial additional costs and expenses in an effort to comply.

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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.

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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.

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Foundries can allocate capacity to the production of other companies’ products and reduce deliveries to us on short notice.

It is possible that foundry customers that are larger and better financed than we are, or that have long-term agreements with our foundry, may induce our foundry to reallocate capacity to them.

It is possible that foundry and OSAT customers that are larger and better financed than we are, or that have long-term agreements with our foundry or OSAT providers, may induce our foundry or OSAT providers to reallocate capacity to them.

This reallocation could impair our ability to secure the supply of components that we need.

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.

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.

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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 under terms of a supply agreement.

Additionally, certain products are supplied to us by Intel.

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

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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 35%, and 42% of our net revenue in the nine months ended September 30, 2025, and 2024, respectively.

Sales to distributors accounted for approximately 46%, and 37% of our net revenue in the three months ended March 31, 2026, and 2025, 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.

Distributor sales are also recognized upon shipment to the distributor and estimates of future pricing credits and/or stock rotation rights reduce revenue recognized to the net amount before the actual amounts are known.

Distributor sales are also

recognized upon shipment to the distributor and estimates of future pricing credits and/or stock rotation rights reduce revenue recognized to the net amount before the actual amounts are known.

If our estimates of such credits and rights are materially understated it could cause subsequent adjustments that negatively impact our revenues and gross profits in a future period.

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We rely on third parties to provide services and technology necessary for the operation of our business.

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, payroll, stock administration, information technology, network development, network monitoring, in-licensing and intellectual property that we cannot or do not create or provide ourselves.

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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.

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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 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.

For example, in the three months ended March 31, 2026, the trading price of our common stock ranged from a low of $14.70 to a high of $20.82.

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

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• announcement or expectation of additional financing efforts;

• repurchases of our common stock under our stock repurchase program;

• sales of our common stock by us or our stockholders;

• general economic and market conditions, including the impacts from sanctions against Russia and the military conflicts in Ukraine and among Israel, Iran and Lebanon, increased inflationary pressures, and interest rate changes.

• general economic and market conditions, including the impacts from sanctions against Russia and the military conflicts in Ukraine and among the United States, Israel, Iran and Lebanon, increased inflationary pressures, and interest rate changes.

Furthermore, the stock markets have experienced extreme price and volume fluctuations that have affected the market prices of equity securities of many companies, including us.

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Our management has considerable discretion in the application of our cash and cash equivalents, and resources, and you will not have the opportunity to assess whether these liquid assets are being used in a manner that you deem best to maximize your return.

We may use our available cash and cash equivalents and resources for corporate purposes that do not increase our operating results or market value.

We may use our available cash and cash equivalents and resources for

corporate purposes that do not increase our operating results or market value.

In addition, in the future our cash and cash equivalents, and resources may be placed in investments that do not produce significant income or that may lose value.

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In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally restricts a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder.

We have adopted a stock repurchase program to repurchase shares of our common stock;

however, failure to meet any expectations related to stock repurchase programs could cause the market price of our common stock to decline.

Although our Board of Directors has authorized a stock repurchase program, any determination to execute stock repurchases will be subject to, among other things, our financial position and results of operations, available cash and cash flow, capital requirements, market and business conditions, stock price, acquisition opportunities and other factors, as well as our Board of Director’s continuing determination that the repurchase programs are in the best interests of our shareholders and is in compliance with all laws and agreements applicable to the repurchase programs.

Our stock repurchase programs do not obligate us to acquire any common stock.

If we fail to meet any expectations related to stock repurchases, the market price of our common stock could decline, and could have a material adverse impact on investor confidence.

Additionally, price volatility of our common stock over a given period may cause the average price at which we repurchase our common stock to exceed the stock’s market price at a given point in time.

We may further increase or decrease the amount of repurchases of our common stock in the future.

As part of the Inflation Reduction Act of 2022 signed into law in August 2022, the United States implemented a 1% excise tax on the value of certain stock repurchases (which is reduced by the value of stock issued) by publicly traded companies.

For the stock repurchased, no excise tax is due as the value of our stock repurchases was fully offset by the value of our stock issuances.

the extent any future stock repurchases are not offset by stock issuances in a given year, this tax could increase the costs to us of any share repurchases, which could then reduce the number of shares we repurchase.

If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our share price and trading volume could decline.

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

As of March 31, 2026, we had approximately 89.5 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.

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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.

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

As of March 31, 2026, our balance sheet reflected goodwill of $318.6 million and other intangible assets of $46.4 million.

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

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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 the interpretation and application of tax laws in jurisdictions in which we file.

The amount of income taxes we pay is subject to our 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.

federal tax legislation commonly referred to as the One Big Beautiful Bill Act, or the OBBB Act, or new interpretations by taxing authorities or courts could affect our results of operations and lead to volatility with respect to tax expenses and liabilities from period to period.

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.

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.

federal tax legislation commonly referred to as the One Big Beautiful Bill Act, or the 2025 Tax Act, or new interpretations by taxing authorities or courts could affect our results of operations and lead to volatility with respect to tax expenses and liabilities from period to period.

For example, the Tax Cuts and Jobs Act of 2017, or the 2017 Tax Act, eliminated the option to deduct research and development expenditures currently and required 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 2023.

These rules under the 2017 Tax Act have been extensively modified by the 2025 Tax 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.

Further, as a United States domiciled company, the income from our foreign subsidiaries is subject to the U.S.

tax provisions under Internal Revenue Code Section 951A, which, as amended by the OBBB Act, generally requires that net CFC tested income (formerly referred to as global intangible low-taxed income, or GILTI) be included in the taxable income of U.S.

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.

tax provisions under Internal Revenue Code Section 951A, which, as amended by the 2025 Tax Act, generally requires that net CFC tested income (formerly referred to as global intangible low-taxed income, or GILTI) be included in the taxable income of U.S.

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

The 2025 Tax Act made other 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.

The enactment of the legislation did not have a material impact on our income tax rate during the year ended December 31, 2025 and is not expected to have a material impact on our income tax rate in future years.

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

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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 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 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 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.

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However, on June 28, 2025, the G7 released a joint statement that it had reached an understanding with the United States for a proposed side-by-side system based on certain accepted principles, including that U.S.-parented groups, such as ours, would be exempt from certain provisions of Pillar Two.

On January 5, 2026, a political and technical agreement was announced outlining administrative guidance for this elective “side-by-side” safe harbor.

Any further developments or changes in U.S.

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

Excess tax benefits 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.

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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 assets.

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.

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 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.

Based upon our review of all positive and negative evidence, as of March 31, 2026, 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 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.

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.

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.

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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-Q

Item 1A. Risk Factors