What changed in this filing

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Item 5. Other Information

2026-08-06 compared with 2026-05-07 · 25 added, 39 removed, 15 unchanged (81% of the section changed)

1 unchanged sentence

Rule 10b5-1 Trading Plans

During the three months ended March 31, 2026, none of our directors or executive officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

Termination of Prior Credit Agreement;

Entry into PNC Loan Agreement

In 2016, we entered into the Prior Credit Agreement with Wells Fargo Bank, National Association, which provided us with a $75.0 million revolving line of credit to use for general corporate purposes and a $20.0 million sub-limit for the issuance of standby and trade letters of credit with an interest rate based on SOFR.

The Prior Credit Agreement had a term which originally extended to June 7, 2026;

the Prior Credit Agreement was terminated on April 10, 2026.

We were compliant with all covenants and had no advances outstanding under the Prior Credit Agreement as of March 31, 2026.

On February 24, 2026, we entered into the PNC Loan Agreement to replace the Prior Credit Agreement, which became effective and available for use on April 10, 2026 when we terminated the Prior Credit Agreement.

The PNC Loan Agreement provides us with a $100.0 million revolving line of credit with a $25.0 million sub-limit for the issuance of standby and trade letters of credit.

The interest rate on outstanding borrowings under the PNC Loan Agreement is based on SOFR plus 1.60%.

The Company’s obligations under the PNC Loan Agreement are unsecured.

The PNC Loan Agreement term extends through February 24, 2031;

all advances under the revolving line of credit, together with all accrued and unpaid interest, fees and other obligations owing thereon, will become due on such date, or earlier upon the occurrence of an Event of Default.

The PNC Loan Agreement requires us to maintain a Minimum Liquidity of at least $50.0 million as of the last day of each fiscal quarter and a ratio of Funded Indebtedness to Adjusted EBITDA of less than 2.00 to 1.00 as of the last day of each fiscal quarter and determined on a rolling four-quarter basis.

The PNC Loan Agreement contains representations and warranties, affirmative covenants and conditions precedent to borrowing usual and customary for credit agreements of this type.

The PNC Loan Agreement contains negative covenants, including negative covenants that restrict, subject to certain exceptions, our ability to:

● use the proceeds of any credit extended under the PNC Loan Agreement except to refinance all indebtedness outstanding under the Prior Credit Agreement and for working capital or other general business purposes;

● create, incur, assume or permit to exist any indebtedness or liabilities resulting from borrowings, loans or advances;

● mortgage, pledge, grant or permit to exist a security interest in, or lien upon, all or any portion of our assets;

● guarantee or become liable for any obligations or liabilities of any other person or entity;

● purchase or hold beneficially any stock, or other securities or evidence of indebtedness of, or make or have outstanding, any loans or advances to, or otherwise extend credit to, or make any investment or acquire any interest whatsoever in, any other person, firm, corporation or other entity;

● liquidate, dissolve, merge or consolidate with or into any person, firm, corporation or other entity, or make acquisitions of all or substantially all of the property or assets of any person, firm, corporation or other entity, or sell, lease, transfer or otherwise dispose of all or a substantial part of our property, assets, operations or business.

We were compliant with all covenants and had no advances outstanding under the PNC Loan Agreement as of April 10, 2026.

During the three months ended June 30, 2026, none of our directors or executive officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

Amendment and Restatement of 2016 Incentive Award Plan

We amended and restated the Power Integrations, Inc.

2016 Incentive Award Plan (the “A&R 2016 Incentive Award Plan”), effective as of June 3, 2026, upon the approval by our stockholders at our 2026 Annual Meeting of Stockholders.

The A&R 2016 Incentive Award Plan was amended and restated to increase the number of shares of our common stock available for issuance thereunder by 2,000,000, for a total of 9,000,000 shares.

The material terms of the A&R 2016 Incentive Award Plan are described in “Proposal 4 - Approval of Amended and Restated 2016 Incentive Award Plan” in our definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 21, 2026, which description is incorporated herein by reference.

The foregoing description of the A&R 2016 Incentive Award Plan is qualified in its entirety by reference to the text of the A&R 2016 Incentive Award Plan, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

Incorporation by Reference

Exhibit Description

Exhibit/Other Reference

NUMBER Exhibit Description Form File

Number Exhibit/Other Reference Filing

3.1 Ame nded and Restated Certificate of Inc orporation

10-Q 000-23441 3.1 8/06/2025

3.2 Amended and Restated Bylaws

Cash Compensation of Outside Directors

Loan Agreement dated February 24, 2026, by and between Power Integrations, Inc.

and PNC Bank, National Association

Form of Indemnity Agreement for directors and officers

Amended and Restated 2025 Inducement Award Plan

8-K 000-23441 3.1 1/30/2026

10.1† Power Integrations, Inc.

Amended and restated 2016 Incentive Award Plan

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

2 unchanged sentences

32.2** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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All references in the table hereto previously filed documents or descriptions are incorporating those documents and descriptions by reference thereto.

____________________________________________________

** The certifications attached as Exhibits 32.1 and 32.2 accompanying this Quarterly Report on Form 10-Q, are not deemed filed with the SEC, and are not to be incorporated by reference into any filing of Power Integrations, Inc.

under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made

before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

† Indicates a management contract or compensatory plan or arrangement.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

POWER INTEGRATIONS, INC.

August 6, 2026 By:

/s/ N ANCY E RBA

Chief Financial Officer

(Duly Authorized Principal Financial Officer and Principal Accounting Officer)

(Principal Financial Officer and Principal Accounting Officer)

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 5. Other Information