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Item 9A. Controls and Procedures

2026-03-12 compared with 2025-03-13 · 36 added, 44 removed, 137 unchanged (37% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

As of the end of the period covered by this report, we conducted an evaluation under the supervision and with the participation of our Chief Executive Officer (our Principal Executive Officer) and Chief Financial Officer (our Principal Accounting and Financial Officer) of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")).

Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, our disclosure controls and procedures were effective to ensure that information required to be disclosed in our periodic reports filed or submitted under the Securities Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.

Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were effective to ensure that information required to be disclosed in our periodic reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.

Management’s Report on Internal Control Over Financial Reporting

14 unchanged sentences

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has not been audited by the Company’s independent registered public accounting firm.

Management’s report is not subject to attestation by the Company’s independent registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

Management’s report is not subject to attestation by the Company’s independent registered public accounting firm pursuant to the SEC's rules that permit the Company to provide only management’s report in this Annual Report.

Changes in Internal Control Over Financial Reporting

7 unchanged sentences

Information required by Item 10 with respect to our directors and executive officers will be set forth under the captions "Proposal No.

Election of Directors - Director Nominees for Election" and "Information About Our Executive Officers" in our Proxy Statement for our 2025 Annual Meeting of Shareholders (the "2025 Proxy Statement") to be filed within 120 days after December 31, 2024 and pursuant to Regulation 14A and is incorporated herein by reference.

Item 405 of Regulation S-K calls for disclosure of any known late filing or failure by an insider to file a report required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

To the extent disclosure for delinquent reports is being made, it can be found under the caption "Delinquent Section 16(a) Reports" in the 2024 Proxy Statement and is herein incorporated by reference.

Election of Directors" and "Information About Our Executive Officers" in our Proxy Statement for our 2026 Annual Meeting of Shareholders (the "2026 Proxy Statement") to be filed within 120 days after December 31, 2025 and pursuant to Regulation 14A and is incorporated herein by reference.

Item 405 of Regulation S-K calls for disclosure of any known late filing or failure by an insider to file a report required by Section 16(a) of the Exchange Act.

If disclosure of delinquent reports is required in this Annual Report on Form 10-K, it will be set forth under the caption "Delinquent Section 16(a) Reports" in the 2026 Proxy Statement and incorporated herein by reference.

We have adopted a Code of Business Conduct and Ethics (the "Code of Business Conduct and Ethics") that applies to all directors and employees, including our Chief Executive Officer (our Principal Executive Officer) and our Chief Financial Officer (our Principal Accounting and Financial Officer).

1 unchanged sentence

The Code of Business Conduct and Ethics and the Code of Ethics for Senior or Designated Financial Personnel are each available on our website free of charge at www.pixelworks.com.

We intend to disclose any changes in or waivers from our Code of Business Conduct and Ethics or Code of Ethics for Senior or Designated Financial Personnel by posting such information on our website at www.pixelworks.com or by filing a Current Report on Form 8-K.

We have a separately designated standing audit committee established in accordance with the Securities Exchange Act of 1934.

11 unchanged sentences

Heneghan and Mr.

Gibson each qualify as an audit committee financial expert as defined by Securities and Exchange Commission rules.

Gibson each qualify as an audit committee financial expert as defined by SEC rules.

We have adopted an insider trading policy governing the purchase, sale, and/or other disposition of the Company’s securities by our directors, officers, employees, and other covered persons that we believe is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and applicable Nasdaq listing standards.

5 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence.

Information required by Item 13 with respect to certain relationships and related transactions and director independence will be included under the captions "Certain Relationships and Related Person Transactions" and "Information About Our Board of Directors" in our 2025 Proxy Statement and is incorporated herein by reference.

Information required by Item 13 with respect to certain relationships and related transactions and director independence will be included under the captions "Certain Relationships and Related Person Transactions" and "Information About Our Board of Directors - Director Independence" in our 2026 Proxy Statement and is incorporated herein by reference.

Principal Accounting Fees and Services.

13 unchanged sentences

The exhibits listed below are either filed with this report or incorporated by reference into this report.

3.1 Sixth Amended and Restated Articles of Incorporation of Pixelworks, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K filed on March 9, 2022).

3.1 Sixth Amended and Restated Articles of Incorporation of Pixelworks, Inc., as amended (incorporated by reference to Exhibit 3.1(b) to the Company's Quarterly Report on Form 10-Q filed on August 13, 2025).

3.2 Third Amended and Restated Bylaws of Pixelworks, Inc.

(incorporated by reference to Exhibit 3(ii).1 to the Company’s Current Report on Form 8-K filed on February 2, 2023).

4.1 Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K filed on March 11, 2020).

4.1 Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

10.1+ Form of Indemnity Agreement between Pixelworks, Inc.

4 unchanged sentences

10.3+ Pixelworks, Inc.

Amended and Restated 2006 Stock Incentive Plan.

10.4+ Pixelworks, Inc.

Amended and Restated 2006 Stock Incentive Plan, Terms and Conditions of Restricted Stock Awards (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 7, 2009).

Amended and Restated 2006 Stock Incentive Plan (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed on November 7, 2025).

10.4+ Pixelworks, Inc.

4 unchanged sentences

Amended and Restated 2006 Stock Incentive Plan, Terms and Conditions of Restricted Stock Unit Award.

(incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed on March 4, 2015).

10.7+ Pixelworks, Inc.

1 unchanged sentence

10.8+ Summary of Pixelworks, Inc.

Non-Employee Director Compensation (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K filed on March 9, 2022).

Non-Employee Director Compensation.

10.9+ Form of Pixelworks, Inc.

Senior Management Bonus Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 31, 2009).

10.11+ Offer Letter with Todd A.

DeBonis dated December 9, 2015 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 2, 2016).

10.12+ Change of Control and Severance Agreement effective January 4, 2016, by and between Pixelworks, Inc.

DeBonis (incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K filed on March 8, 2017).

10.10+ Amended and Restated Change of Control and Severance Agreement by and between Pixelworks, Inc.

DeBonis, dated April 11, 2019 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 15, 2019).

10.14+* Transaction Bonus Agreement dated as of November 11, 2024 by and between Pixelworks, Inc.

DeBonis (incorporated by reference to exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on November 12, 2024).

10.15+ Form of Addendum to Change of Control Agreement for Officers (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 23, 2014).

10.16* Form of Capital Increase Agreement dated as of August 21, 2021 (incorporated by reference to Exhibit 10.02 to the Company’s Quarterly Report on Form 10-Q filed on August 11, 2021).

10.17 Schedule identifying agreements substantially identical to the form of agreement in Exhibit 10.24 hereto (incorporated by reference to Exhibit 10.02a to the Company’s Quarterly Report on Form 10-Q filed on August 11, 2021).

10.11+ Change of Control and Severance Agreement by and between Pixelworks, Inc.

Aman, dated January 28, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 31, 2022).

10.19 Supplemental Agreement to Capital Increase Agreement dated as of March 24, 2022 between the Company and the other parties named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 28, 2022).

10.20 Side Letter to Capital Increase Agreement dated as of March 24, 2022 between the Company and the other parties named therein (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 28, 2022).

10.21 Form of Equity Transfer Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 8, 2022).

10.22 Schedule identifying agreements substantially identical to the form of agreement filed as Exhibit 10.30 hereto (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 8, 2022).

10.23* Form of Capital Increase Agreement (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K filed on March 8, 2023).

10.24 Schedule identifying agreements substantially identical to the form of agreement in Exhibit 10.32 hereto.

(incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed on March 8, 2023).

10.12 Sales Agreement dated November 14, 2024 by and between Pixelworks, Inc.

1 unchanged sentence

(incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on November 14, 2024).

10.13 Form of Common Stock Purchase Agreement, dated as of March 24, 2025, between Pixelworks, Inc.

and the Purchasers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 25, 2025).

10.14 Form of Common Stock Purchase Agreement, dated as of October 6, 2025, between Pixelworks, Inc.

and the Purchasers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 6, 2025).

10.15 Share Purchase Agreement, dated as of October 15, 2025, among Pixelworks, Inc., PWSH, Pixelworks LLC, each Selling Shareholder and Buyer (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 16, 2025).

10.16 Amendment Agreement to Exhibit 10.30, dated as of October 15, 2025, among Pixelworks, Inc., PWSH, Pixelworks LLC, and Buyer (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 16, 2025).

10.17 Form of Support Agreement, dated as of October 14, 2025, by and between Pixelworks LLC, and each of the Minority Shareholders, together with form of Termination and Release Agreement, dated as of October 14, 2025, by and among Pixelworks LLC, PWSH, and each of the Minority Shareholders, attached to the form of Support Agreement as Exhibit A (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 16, 2025).

10.18+ Transaction Bonus Agreement dated as of August 12, 2025 by and between Pixelworks, Inc.

DeBonis (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2025).

10.21+ Transaction Bonus Agreement dated as of October 10, 2025 by and between Pixelworks, Inc.

Aman (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on October 16, 2025).

19.1 Insider Trading Policies and Procedures of Pixelworks, Inc.

(incorporated by reference to Exhibit 19 to the Company's Amended Annual Report on Form 10-K/A filed on March 19, 2025).

21 Subsidiaries of Pixelworks, Inc.

20 unchanged sentences

The registrant hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement to the SEC upon request.

** Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.

** Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.

(b) Exhibits.

7 unchanged sentences

March 12, 2026 By:

President and Chief Executive Officer

President, Chief Executive Officer and Chairman of the Board

(Principal Executive Officer)

5 unchanged sentences

Signature Title Date

DeBonis President and Chief Executive Officer and Director

DeBonis President, Chief Executive Officer and

Chairman of the Board

DeBonis (Principal Executive Officer)

2 unchanged sentences

March 12, 2026

/s/ Daniel J.

Heneghan Chairman of the Board

March 13, 2025

/s/ Amy Bunszel Director

Amy Bunszel March 13, 2025

Butler Director

Butler Lead Director

Butler March 12, 2026

/s/ Douglas J.

Darrow Director

Darrow March 12, 2026

Scott Gibson Director

March 12, 2026

Liu March 13, 2025

Tupman Director

Tupman March 13, 2025

/s/ Daniel J.

Heneghan Director

March 12, 2026

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

What changed 10-K

Item 9A. Controls and Procedures