What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-24 compared with 2024-02-23 · 352 added, 564 removed, 1139 unchanged (45% of the section changed)

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Based on this assessment, our management has concluded that, as of December 31, 2024, our internal control over financial reporting was effective.

The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

The effectiveness of our internal control over financial reporting for the year ended December 31, 2024 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Changes in Internal Control Over Financial Reporting

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Securities Trading Plans of Directors and Executive Officers

During our last fiscal quarter, the below directors and/or officers, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.

The Rule 10b5-1 trading arrangements are each intended to satisfy the affirmative defense in Rule 10b5-1(c)(1).

Name Title Adopted or Terminated Adoption Date Termination Date Total Number of Shares of Common Stock Sold or to be Sold

Lynch Senior Vice President, Finance and Chief Financial Officer

Terminated (1)

September 7, 2023 December 8, 2023 8,365

During our last fiscal quarter, the below directors and/or officers, as defined in Rule 16a-1(f) under the Exchange Act, adopted a “Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.

Each of the Rule 10b5-1 trading arrangements were entered into during an open insider trading window and are intended to satisfy the affirmative defense in Rule 10b5-1(c)(1) under the Exchange Act and the Company’s policies regarding insider transactions.

Name Title Adopted or Terminated Adoption Date Expiration Date Total Number of Shares of Common Stock Sold or to be Sold

Luc Seraphin President and Chief Executive Officer

Adopted November 13, 2023 November 13, 2024 Up to 356,654

Adopted December 13, 2024 December 13, 2025 Up to 174,400

John Shinn Senior Vice President and General Counsel Adopted December 13, 2024 December 13, 2025 Up to 41,764

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Adopted December 13, 2024 December 13, 2025 6,861

______________________________________

(1) On December 8, 2023, all 8,365 shares to be sold under the plan had been sold.

Therefore the plan originally scheduled to terminate on September 7, 2024, was deemed terminated as of December 8, 2023 .

No other directors or officers, as defined in Rule 16a-1(f), adopted , modified and/or terminated a “Rule 10b5-1 trading arrangement,” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K, during our last fiscal quarter.

Other than as disclosed above, no other directors or officers, as defined in Rule 16a-1(f) under the Exchange Act, adopted , modified and/or terminated a “Rule 10b5-1 trading arrangement,” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K, during our last fiscal quarter.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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(a) (1) Financial Statements

The following consolidated financial statements of the Registrant and Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, are included herewith:

Report of Independent Registered Public Accounting Firm (PCAOB ID:

The following consolidated financial statements of the Registrant and Reports of Independent Registered Public Accounting Firms, are included herewith:

Reports of Independent Registered Public Accounting Fir ms (PCAOB ID No.

185 and PCAOB ID No.

Consolidated Balance Sheets as of December 31, 202 4 and 20 23

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Rambus Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Rambus Inc.

and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, of comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Change in Accounting Principle

As discussed in Note 3 to the consolidated financial statements, the Company changed the manner in which it accounts for convertible debt in 2022.

To the Stockholders and Board of Directors

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheet of Rambus Inc.

and subsidiaries (the Company) as of December 31, 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with U.S.

generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits.

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

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Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

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A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition

As described in Note 2 to the consolidated financial statements, the Company’s total revenue was $461.1 million for the year ended December 31, 2023.

The Company recognizes revenue upon transfer of control of promised goods and services in an amount that reflects the consideration it expects to receive in exchange for those goods and services.

Goods and services that are distinct are accounted for as separate performance obligations.

Where an arrangement includes multiple performance obligations, the transaction price is allocated to these on a relative standalone selling price basis.

The Company’s revenue consists of product, royalty and contract and other revenue.

The principal consideration for our determination that performing procedures relating to revenue recognition is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the revenue recognition process.

These procedures also included, among others (i) testing the revenue recognized for a sample of product, royalty, and contract and other revenue transactions by obtaining and inspecting source documents, such as purchase orders, license agreements or support and maintenance agreements, invoices, proof of shipment/delivery or licensee revenue reports, and cash receipts;

(ii) testing the timing of revenue recognition for a sample of product and contract and other revenue transactions before and after December 31, 2023, as applicable, by obtaining and inspecting source documents, such as purchase orders, license agreements, invoices, and proof of shipment/delivery;

and (iii) confirming a sample of outstanding customer invoice balances as of December 31, 2023 and, for confirmations not returned, obtaining and inspecting source documents, such as purchase orders, license agreements or support and maintenance agreements, invoices, proof of shipment/delivery, and subsequent cash receipts.

Critical Audit Matter

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Sufficiency of audit evidence over revenue

As discussed in Notes 2 and 4 to the consolidated financial statements, the Company’s revenue is generated from contracts with customers and is mainly comprised of product revenue, royalties, and contract and other revenue.

The Company’s process to account for and recognize revenue differs across revenue streams.

The Company recorded $556.6 million of total revenue for the year-ended December 31, 2024.

We identified the evaluation of the sufficiency of audit evidence over revenue as a critical audit matter.

Evaluating the nature and extent of audit evidence obtained over each revenue stream required subjective auditor judgment due to the separate processes to account for and recognize revenue, including identification and evaluation of contract terms.

The following are the primary procedures we performed to address this critical audit matter.

We applied auditor judgment to determine the nature and extent of procedures to be performed over each revenue stream.

For each revenue stream, we evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s revenue recognition process, including controls over the Company’s identification and evaluation of contract terms.

We performed a software-assisted data analysis to test relationships among certain revenue transactions.

For a selection of revenue transactions, we evaluated the Company’s assessment of the contract terms impacting the timing of revenue recognition.

For a sample of revenue transactions, we (1) assessed the accounting for consistency with the Company’s accounting policies, including timing of revenue recognition and (2) compared the recorded amounts for consistency to underlying documentation, including customer contracts.

We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of such evidence.

We have served as the Company’s auditor since 2024.

Santa Clara, California

February 24, 2025

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Rambus Inc.

Opinion on the Financial Statements

We have audited the consolidated balance sheet of Rambus Inc.

and its subsidiaries (the “Company”) as of December 31, 2023, and the related consolidated statements of operations, of comprehensive income (loss), of stockholders’ equity and of cash flows for each of the two years in the period ended December 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

Change in Accounting Principle

As discussed in Note 3 to the consolidated financial statements, the Company changed the manner in which it accounts for convertible debt in 2022.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

San Jose, California

February 23, 2024

We have served as the Company’s auditor since 1991.

February 23, 2024, except for the change in the manner in which the Company accounts for segments discussed in Note 3 to the consolidated financial statements, as to which the date is February 24, 2025.

We served as the Company’s auditor from 1991 to 2024.

CONSOLIDATED BALANCE SHEETS

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Goodwill 286,812 286,812

Property, plant and equipment, net 67,808 86,255

Property and equipment, net 75,509 67,808

Operating lease right-of-use assets 21,454 21,497

Unbilled receivables 4,423 25,222

Deferred tax assets 136,466 127,892

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19,193 17,504

Convertible notes — 10,378

Deferred revenue

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Long-term income taxes payable 109,383 78,947

Deferred tax liabilities 4,462 24,964

Other long-term liabilities 6,715 25,803

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Issued and outstanding:

no shares at December 31, 2023 and December 31, 2022

no shares as of December 31, 2024 and December 31, 2023

Common stock, $ 0.001 par value:

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Issued and outstanding:

107,853,778 shares at December 31, 2023 and 107,610,356 shares at December 31, 2022

106,843,112 shares as of December 31, 2024 and 107,853,778 shares as of December 31, 2023

Additional paid in capital 1,275,505 1,324,796

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(In thousands) Shares Amount Total

Balances at December 31, 2020 111,698 $ 112 $ 1,270,426 $ ( 357,751 ) $ ( 81 ) $ 912,706

Net income — — — 18,334 — 18,334

Foreign currency translation adjustment — — — — ( 366 ) ( 366 )

Unrealized loss on marketable securities, net of tax — — — — ( 1,005 ) ( 1,005 )

Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan 1,745 1 ( 1,657 ) — — ( 1,656 )

Issuance of common stock due to PLDA Group (“PLDA”) acquisition 300 — 6,978 — — 6,978

Repurchase and retirement of common stock under repurchase program ( 4,451 ) ( 4 ) ( 4,267 ) ( 95,810 ) — ( 100,081 )

Stock-based compensation — — 27,486 — — 27,486

Balances at December 31, 2021 109,292 109 1,298,966 ( 435,227 ) ( 1,452 ) 862,396

Balances as of December 31, 2021 109,292 $ 109 $ 1,298,966 $ ( 435,227 ) $ ( 1,452 ) $ 862,396

Net loss — — — ( 14,310 ) — ( 14,310 )

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Cumulative effect adjustment from adoption of ASU 2020-06 — — ( 34,545 ) 26,421 — ( 8,124 )

Balances at December 31, 2022 107,610 108 1,297,408 ( 513,256 ) ( 4,963 ) 779,297

Balances as of December 31, 2022 107,610 108 1,297,408 ( 513,256 ) ( 4,963 ) 779,297

Net income — — — 333,904 — 333,904

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Retirement of warrants — — ( 10,457 ) — — ( 10,457 )

Balances at December 31, 2023 107,854 $ 108 $ 1,324,796 $ ( 285,534 ) $ ( 1,269 ) $ 1,038,101

Balances as of December 31, 2023 107,854 108 1,324,796 ( 285,534 ) ( 1,269 ) 1,038,101

Net income — — — 179,821 — 179,821

Foreign currency translation adjustment — — — — ( 230 ) ( 230 )

Unrealized gain on marketable securities, net of tax — — — — 239 239

Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan 1,023 1 ( 35,876 ) — — ( 35,875 )

Repurchase and retirement of common stock under repurchase program (includes excise tax) ( 2,211 ) ( 2 ) ( 65,750 ) ( 47,947 ) ( 113,699 )

Stock-based compensation — — 44,879 — — 44,879

Issuance of common stock in connection with the payment of year 3 earn-out related to the PLDA Group acquisition 177 — 7,456 — — 7,456

Balances as of December 31, 2024 106,843 $ 107 $ 1,275,505 $ ( 153,660 ) $ ( 1,260 ) $ 1,120,692

Refer to Notes to Consolidated Financial Statements

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Cash flows from investing activities:

Purchases of property, plant and equipment ( 23,240 ) ( 17,478 ) ( 13,792 )

Purchases of property and equipment ( 30,697 ) ( 23,240 ) ( 17,478 )

Acquisition of intangible assets — — ( 3,000 )

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Proceeds from sale of marketable securities 85,722 117,798 276,687

Proceeds from sale of non-marketable equity security 22,796 — —

Proceeds from divestiture — 106,347 —

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Non-cash investing and financing activities:

Property, plant and equipment received and accrued in accounts payable and other liabilities $ 21,768 $ 39,035 $ 12,935

Issuance of common stock in connection with the payments of year 1 and year 2 earn-out related to the PLDA Group acquisition $ 16,556 $ — $ —

Property and equipment received and accrued in accounts payable and other liabilities $ 3,935 $ 21,768 $ 39,035

Issuance of common stock in connection with the payments of earn-out related to the PLDA Group acquisition $ 7,456 $ 16,556 $ —

Operating lease right-of-use assets obtained in exchange for operating lease obligations $ 4,799 $ 1,690 $ 5,931

Common stock issued pursuant to acquisition $ — $ — $ 6,978

As of December 31,

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(“Rambus” or the “Company”) was incorporated in California in March 1990 and reincorporated in Delaware in March 1997.

The Company offers a balanced and diverse portfolio of products and solutions across chips, silicon intellectual products (“IP”) and patent licensing with the goal of perpetuating strong company operating performance and delivering long-term stockholder value.

The Company generates revenue by selling its semiconductor chip and licensing its IP products and inventions to market-leading companies.

As an industry pioneer with over 30 years of advanced semiconductor design experience, Rambus is dedicated to addressing the challenges of accelerating and protecting data in hardware for the data center and other growing markets.

With the exponential increase in the complexity, size and number of advanced workloads, like generative artificial intelligence (“AI”), the demands on computing infrastructure continue to grow.

Rambus is a leader in high-performance memory subsystems, providing chips, silicon IP and innovations that maximize the performance and security in computationally-intensive systems.

Rambus is a global semiconductor company dedicated to enabling the future of the data center and artificial intelligence (“AI”) by delivering innovative memory and security solutions that address the evolving needs of the technology industry.

As a pioneer with nearly 35 years of advanced semiconductor design experience, the Company is at the forefront of enabling the next era of AI-driven computing, addressing the critical challenges of accelerating and securing data movement in the data center, edge, and client markets.

The Company is a leader in high-performance memory subsystems, offering a balanced and diverse portfolio of products encompassing chips and silicon intellectual property (“IP”).

Focusing primarily on the data center, the Company’s innovative solutions maximize performance and security in computationally intensive systems.

The Company provides industry-leading memory interface chips that enable the highest bandwidth and capacity server memory modules, maximizing memory performance for the most demanding data-intensive workloads.

These solutions are essential for supporting the training and inference of increasingly complex AI models, including those used in generative AI applications.

The Company generates revenue by selling its semiconductor chips and licensing its IP products and inventions to market-leading companies.

Summary of Significant Accounting Policies

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All intercompany accounts and transactions have been eliminated on the accompanying consolidated financial statements.

Investments in entities with more than 20% ownership by Rambus and in which Rambus has the ability to significantly influence the operations of the investee (but not control) are accounted for using the equity method and are included in other assets.

Rambus accounts for investments in entities where it owns more than 20% and has significant influence (but not control) over the investee's operations using the equity method.

These investments are classified under other assets.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

Actual results could differ from those estimates.

Actual results could differ materially from those estimates.

Reclassifications

Certain prior-year balances were reclassified to conform to the current year’s presentation.

None of these reclassifications had an impact on reported net income or cash flows for any of the periods presented.

Revenue Recognition

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The Company has established standalone selling prices for the majority of its distinct offerings - specifically, the same pricing methodology is consistently applied to all licensing arrangements;

all services offerings are priced within tightly controlled bands and all contracts that include support and maintenance state a renewal rate or price that is systematically enforced.

all service offerings are priced within tightly controlled bands and all contracts that include support and maintenance state a renewal rate or price that is systematically enforced.

For certain contracts, the Company utilizes the residual approach to estimate standalone selling prices primarily for service offerings sold to customers at highly variable pricing.

The Company’s revenue consists of product, royalty and contract and other revenue.

Products primarily consist of memory interface chips sold directly and indirectly to module manufacturers and OEMs worldwide through multiple channels, including its direct sales force and distributors.

Products primarily consist of memory interface chips sold directly and indirectly to module manufacturers and OEMs worldwide through multiple channels, including

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

its direct sales force and distributors.

Royalty revenue consists of patent and technology license royalties.

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Product revenue is recognized upon shipment of product to customers, net of accruals for estimated sales returns and allowances, and to distributors, net of accruals for price protection and rights of return on products unsold by the distributors.

The Company transacts with direct customers primarily pursuant to standard purchase orders for delivery of products and

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

generally allows customers to cancel or change purchase orders within limited notice periods prior to the scheduled shipment date.

The Company transacts with direct customers primarily pursuant to standard purchase orders for delivery of products and generally allows customers to cancel or change purchase orders within limited notice periods prior to the scheduled shipment date.

Royalty Revenue

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Where a licensee has the contractual right to terminate a fixed-fee arrangement for convenience without any substantive penalty payable upon such termination, the Company recognizes revenue for the duration of the contract in which the parties have present enforceable rights and obligations.

• For variable arrangements, the Company recognizes revenue based on an estimate of the licensee’s sale or usage of the IP during the period the licensee’s sale or usage occur, typically quarterly, with a true-up recorded, if required, when the Company receives the actual royalty report from the licensee.

• For variable arrangements, the Company recognizes revenue based on an estimate of the licensee’s sale or usage of the IP during the periods the sale or usage occur, typically quarterly, with a true-up recorded, if required, when the Company receives the actual royalty report from the licensee.

• The Company recognizes license renewal revenue commencing with the start of the renewal period.

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For the over time model, the Company recognizes revenue over time by measuring the progress toward complete satisfaction of that performance obligation.

The Company measures progress using an input method.

License and customization services revenue recognized over time, which is reported as part of contract and other revenue, was approximately $ 6.1 million for the year ended December 31, 2023.

Due to the nature of the work performed in these arrangements, the estimation of the over time model may involve judgment.

The key factor reviewed by management to estimate costs to complete each contract is the estimated man-months necessary to complete the project.

The Company recognizes support and maintenance revenue over time.

The Company recognizes support and maintenance revenue over the time those services are provided.

Significant Judgments

The only significant judgment required in determining the amount and timing of revenue from the Company’s contracts with customers is determining the estimated man-months necessary for completing development and customization services.

The Company has adequate tools and controls in place, and substantial experience and expertise in timely and accurately tracking man-months incurred in completing customization and other professional services, and quantifying significant changes in estimates.

Key estimates used in recognizing revenue predominantly consist of the following:

• For contract revenue where the Company recognizes revenue over time, the key factor reviewed by management to estimate costs to complete each contract is the estimated man-months necessary to complete the project.

• For fixed-fee arrangements in which cash is being received over a period exceeding one year, the Company calculates a customer-specific lending rate using a Daily Treasury Yield Curve Rate that changes depending on the date on which

The Company applies significant judgment when determining the amount and timing of revenue from the Company’s contracts with customers, based on its estimate of the man-months necessary for completing development and customization services.

The Company has adequate tools and controls in place, and substantial experience and expertise in timely and

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

the licensing arrangement was entered into and the term (in years) of the arrangement, and takes into consideration a licensee-specific risk profile determined based on a review of the licensee’s “Full Company View” Dun & Bradstreet report obtained on the date the licensing arrangement was signed by the parties, with a risk premium being added to the Daily Treasury Yield Curve Rate considering the overall business risk, financing strength and risk indicators, as listed.

• The Company recognizes revenue on variable fee licensing arrangements on the basis of sales and usage which the Company is required to estimate prior to receiving the final related reports from its customers.

accurately tracking man-months incurred in completing customization and other professional services, and quantifying significant changes in estimates.

The Company recognizes revenue on variable fee licensing arrangements on the basis of estimated sales and usage, which the Company then trues up to actual results when it receives the final related reports from its customers.

Contract Balances

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Cost of Revenue

Cost of revenue includes cost of professional services, materials, including cost of wafers processed by third-party foundries, cost associated with packaging and assembly, test and shipping, cost of personnel, including stock-based compensation, and equipment associated with manufacturing support, logistics and quality assurance, warranty cost, amortization of existing technology, write-down of inventories, amortization of production mask costs, overhead and an allocated portion of occupancy costs.

Cost of revenue includes cost of professional services, materials, including cost of wafers processed by third-party foundries, costs associated with packaging and assembly, test and shipping, cost of personnel, including stock-based compensation, and equipment associated with manufacturing support, logistics and quality assurance, warranty costs, amortization of existing technology, write-down of inventories, amortization of production mask costs, overhead and an allocated portion of occupancy costs.

The Company leases office space, domestically and internationally, under operating leases.

The Company’s leases have remaining lease terms generally between one year and seven years .

The Company’s leases have remaining lease terms generally between one year and eight years .

Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities and long-term operating lease liabilities in the Company’s Consolidated Balance Sheets.

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If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required.

If the fair value of the reporting unit is less than the carrying value, then the amount of goodwill

If the fair value of the reporting unit is less than the carrying value, then the amount of goodwill impairment will be the amount by which the reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

impairment will be the amount by which the reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.

The Company performed its annual goodwill impairment analysis as of December 31, 2024 and determined that there was no impairment of its goodwill.

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Identifiable intangible assets resulting from the acquisitions of entities accounted for using the purchase method of accounting are estimated by management based on the fair value of assets received.

Identifiable definite-lived intangible assets are being amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from six months to ten years.

Identifiable definite-lived intangible assets are amortized over the period of estimated benefit using the straight-line method, with estimated useful lives ranging from six months to ten years.

Acquired indefinite-lived intangible assets related to the Company’s in-process research and development (“IPR&D”) are capitalized and subject to impairment testing until completion or abandonment of the projects.

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Indefinite-lived intangible assets are subject to at least an annual assessment for impairment, applying a fair-value based test.

The Company first performs a qualitative assessment to determine whether it is more likely than not (more than 50 percent likelihood) that the indefinite-lived intangible assets are impaired.

The Company first performs a qualitative assessment to determine whether it is more likely than not (more than 50% likelihood) that the indefinite-lived intangible assets are impaired.

If after assessing the totality of events and circumstances and their potential effect on significant inputs to the fair value determination, the Company determines that it is more likely than not that the indefinite-lived intangible assets are impaired, then the Company performs a quantitative impairment test by comparing the fair value of the intangible assets with its carrying amount.

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Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis.

Inventories are reduced for write-downs based on periodic reviews for evidence of slow-moving or obsolete parts.

Inventories are reduced for write-downs based on periodic reviews for evidence of excess or obsolete parts.

The write-down is based on comparison between inventory on hand and estimated future sales for each specific product.

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Inventory write-downs are also established when conditions indicate that the net realizable value is less than cost due to physical deterioration, obsolescence, changes in price level or other causes.

Property, Plant and Equipment

Property, plant and equipment include computer software, computer equipment, leasehold improvements, machinery, and furniture and fixtures.

Computer software, computer equipment, machinery, and furniture and fixtures are stated at cost and generally depreciated on a straight-line basis over an estimated useful life of three years , three years , seven years and three years , respectively.

Property and Equipment

Property and equipment include computer software, computer equipment, leasehold improvements, machinery, and furniture and fixtures.

Refer to Note 11, “Balance Sheet Details,” for additional information.

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Definite-Lived Asset Impairment

The Company evaluates definite-lived assets (including property, plant and equipment and intangible assets) for impairment whenever events or changes in circumstances indicate the carrying value of an asset group may not be recoverable.

The Company evaluates definite-lived assets (including property and equipment and intangible assets) for impairment whenever events or changes in circumstances indicate the carrying value of an asset group may not be recoverable.

The carrying value is not recoverable if it exceeds the undiscounted cash flows resulting from the use of the asset group and its eventual disposition.

The Company’s estimates of future cash flows attributable to its asset groups require significant judgment based on its historical and anticipated results and are subject to many factors.

Factors that the Company considers important

Factors that the Company considers important which could trigger an impairment review include significant negative industry or economic trends, significant loss of clients and significant changes in the manner of its use of the acquired assets or the strategy for its overall business.

When the Company determines that the carrying value of an asset group may not be recoverable based upon the existence of one or more of the above indicators of impairment, the Company measures the potential impairment based on a projected

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

which could trigger an impairment review include significant negative industry or economic trends, significant loss of clients and significant changes in the manner of its use of the acquired assets or the strategy for its overall business.

When the Company determines that the carrying value of the asset groups may not be recoverable based upon the existence of one or more of the above indicators of impairment, the Company measures the potential impairment based on a projected discounted cash flow method using a discount rate determined by the Company to be commensurate with the risk inherent in the Company’s current business model.

discounted cash flow method using a discount rate determined by the Company to be commensurate with the risk inherent in the Company’s current business model.

An impairment loss is recognized only if the carrying amount of the asset group is not recoverable and exceeds its fair value.

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Different assumptions and judgments could materially affect the calculation of the fair value of the assets.

During 2023, 2022 and 2021, the Company did not recognize any impairment of its definite-lived and indefinite-lived assets.

During 2024, 2023 and 2022, the Company did not recognize any impairment of its definite-lived and indefinite-lived assets, except as described in Note 20, “Divestiture.”

Income taxes are accounted for using an asset and liability approach, which requires the recognition of deferred tax assets and liabilities for expected future tax events that have been recognized differently in the Company’s consolidated financial statements and tax returns.

The measurement of current and deferred tax assets and liabilities is based on provisions of the enacted tax law and the effects of future changes in tax laws or rates are not anticipated.

A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized based on available evidence.

A valuation allowance is established when necessary to reduce deferred tax assets to the amount of future tax benefit that is more likely than not to be realized.

In addition, the calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations.

As a result, the Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in its tax return.

The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.

The company recognizes the benefit from a tax position only if it is more-likely-than-not that the position would be sustained upon audit based solely on the technical merits of the tax position.

Stock-Based Compensation and Equity Incentive Plans

The Company maintained stock plans covering a broad range of equity grants including stock options, nonvested equity stock and equity stock units and performance-based instruments.

The Company maintains stock plans covering a broad range of equity grants including stock options, nonvested equity stock and equity stock units and performance-based instruments.

In addition, the Company sponsors an Employee Stock Purchase Plan (“ESPP”), whereby eligible employees are entitled to purchase common stock semi-annually, by means of limited payroll deductions, at a 15 % discount from the fair market value of the common stock as of specific dates.

The Company determines compensation expense associated with restricted stock units based on the fair value of its common stock on the date of grant.

The Company determines compensation expense associated with stock options based on the estimated grant-date fair value method using the Black-Scholes Merton (“BSM”) valuation model.

The Company generally recognizes compensation expense using a straight-line amortization method over the respective vesting period for awards that are ultimately expected to vest.

Stock-based compensation expense for the years ended December 31, 2023, 2022 and 2021 has been reduced for estimated forfeitures.

When estimating forfeitures, the Company considers voluntary termination behaviors, as well as trends of actual option forfeitures.

Cash and Cash Equivalents

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The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, both of which are included in interest and other income, net.

Realized gains and losses are recorded on the specific identification method and are included in interest and other income, net.

Realized gains and losses are recorded based on the specific identification method and are included in interest and other income, net.

The Company reviews its investments in marketable securities for possible other than temporary impairments on a regular basis.

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1) the Company’s intent to sell the security, 2) if the Company intends to hold the security, whether or not it is more likely than not that the Company will be required to sell the security before recovery of the security’s amortized cost basis and 3) even if the Company intends to hold the security, whether or not the Company expects the security to recover the entire amortized cost basis.

Due to the high credit

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

quality and short-term nature of the Company’s investments, there have been no material credit losses recorded to date.

Due to the high credit quality and short-term nature of the Company’s investments, there have been no material credit losses recorded to date.

The classification of funds between short-term and long-term is based on whether the securities are available for use in operations or other purposes.

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The statement requires that fair value measurement be classified and disclosed in one of the following three categories:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

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government bonds and notes, and corporate bonds, commercial paper and notes.

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable ( i.e.

, supported by little or no market activity).

When determining fair value, the Company considers the principal or most advantageous market in which the Company would transact, and the Company considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk of non-performance.

The Company does not have any financial assets or liabilities in Level 3 as of December 31, 2023 and 2022, except for the Company’s liability for the earn-out consideration related to the PLDA acquisition, which is recorded within other long-term liabilities.

The Company has classified this liability within Level 3 of the fair value hierarchy because the fair value is determined using significant unobservable inputs.

Refer to Note 9, “Fair Value of Financial Instruments and Note 21, “Acquisitions,” for additional information.

The Company does not have any financial assets or liabilities in Level 3 as of December 31, 2024 and 2023, except for the Company’s liability for the earn-out consideration related to the PLDA acquisition as of December 31, 2023, which was recorded within other long-term liabilities.

The Company had classified this liability within Level 3 of the fair value hierarchy because the fair value was determined using significant unobservable inputs.

Refer to Note 9, “Fair Value of Financial Instruments,” for additional information.

The carrying value of cash equivalents, accounts receivable and accounts payable approximate their fair values due to their relatively short maturities as of December 31, 2024 and 2023.

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The fair value of the Company’s convertible notes fluctuated with interest rates and with the market price of the common stock, but did not affect the carrying value of the debt on the balance sheet.

The Company’s non-financial assets, such as goodwill, intangible assets and property, plant and equipment, are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized.

The Company’s non-financial assets, such as goodwill, intangible assets and property and equipment, are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized.

The Company’s equity method investments were initially recognized at cost, and the carrying amount was increased or decreased to recognize the Company’s share of the profit or loss of the investee after the date of acquisition.

The Company’s share of the investee’s profit or loss was recognized in the Company’s Consolidated Statements of Operations.

The Company’s share of the investee’s profit or loss was recognized in interest and other income (expense), net in the Company’s Consolidated Statements of Operations.

Distributions received from an investee reduced the carrying amount of the investment.

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Costs incurred in research and development, which include engineering expenses, such as salaries and related benefits, stock-based compensation, depreciation, professional services and overhead expenses related to the general development of the Company’s products, are expensed as incurred.

Software development costs are capitalized beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers.

The Company has not capitalized any software development costs in the period between establishing technological feasibility and general customer release since the period is relatively short and as such, these costs have not been material.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Computation of Earnings (Loss) Per Share

Basic earnings (loss) per share is calculated by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period.

Diluted earnings (loss) per share is calculated by dividing the earnings (loss) by the weighted-average number of common shares and potentially dilutive securities outstanding during the period.

Diluted earnings per share is calculated by dividing the earnings by the weighted-average number of common shares and potentially dilutive securities outstanding during the period.

Potentially dilutive common shares consist of incremental common shares issuable upon exercise of stock options, employee stock purchases, and restricted stock and restricted stock units, and shares issuable upon the conversion of convertible notes.

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This method includes consideration of the amounts to be paid by the employees, the amount of excess tax benefits that would be recognized in equity if the instrument was exercised and the amount of unrecognized stock-based compensation related to future services.

No potential dilutive common shares are included in the computation of any diluted per share amount when a net loss is reported.

No potentially dilutive common shares are included in the computation of diluted earnings per share amount when a net loss is reported.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Comprehensive Income (Loss)

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Credit Concentration

As of December 31, 2023 and 2022, the Company’s cash, cash equivalents and marketable securities were invested with various financial institutions in the form of corporate bonds, commercial paper and notes, money market funds, U.S.

As of December 31, 2024 and 2023, the Company’s cash, cash equivalents and marketable securities were invested with various financial institutions in the form of corporate bonds, commercial paper and notes, money market funds, time deposits, U.S.

Treasuries and U.S.

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As stated in the Company’s investment policy, it will ensure the safety and preservation of the Company’s invested funds by limiting default risk and market risk.

The Company has no investments denominated in foreign country currencies and therefore is not subject to foreign exchange risk from these assets.

The Company has certain investments denominated in foreign currencies and therefore is subject to foreign exchange risk from these assets.

The Company holds cash, cash equivalents and marketable securities in excess of federally insured limits.

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Refer to Note 4, “Revenue Recognition,” for additional information.

Derivative Instruments and Hedging Activities

The Company has on occasion, entered into foreign currency forward contracts (the “Contracts”) to manage the Company’s exposure related to certain foreign currency denominated monetary assets (the “Hedging Program”) and to minimize the related impact of foreign currency fluctuations on the Company’s earnings.

The hedged monetary assets primarily consisted of certain euro-denominated cash and accounts receivable balances.

The Contracts mitigate the Company’s foreign currency exposure when the Contracts are settled at their maturity by generally offsetting the gains and losses generated by the re-measurement of the underlying monetary assets.

The Contracts are typically entered into at the end of a month, with an approximately one month duration at inception.

Due to the short duration of these Contracts, their fair value has been deemed immaterial.

As the Contracts were considered derivative instruments that were not designated and did not qualify as hedging instruments, any gains and losses resulting from changes in their fair value were recorded to interest income and other income (expense), net in the Company’s Consolidated Statements of Operations.

The Company does not use its Hedging Program for speculative or trading purposes.

As of December 31, 2023, no Contracts were outstanding.

For the year ended December 31, 2023, any gains and losses resulting from changes in fair value of the Company’s Contracts were deemed immaterial.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Foreign Currency Translation and Re-Measurement

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The Company accounts for acquisitions of businesses using the purchase method of accounting, which requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values.

While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, as well as contingent consideration, where applicable, the estimates are inherently uncertain and subject to refinement.

Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the Company’s Consolidated Statements of Operations.

Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date including the Company’s estimates for intangible assets, contractual obligations assumed and pre-acquisition contingencies where applicable.

Although the Company believes the assumptions and estimates made in the past have been reasonable and appropriate, they are based in part on historical experience and information obtained from the management of the acquired companies and are inherently uncertain.

On May 20, 2022, the Company completed the acquisition of Hardent, Inc.

and applied judgment in estimating the fair value of the intangible assets from the acquisition.

This involved the use of assumptions related to revenue growth rates and discount rates for the existing technology acquired, and the use of assumptions related to cost of labor to recreate the intangible assets for the customer contracts and contract relationships acquired.

Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results.

The Company may be involved in certain legal proceedings.

Based upon consultation with outside counsel handling its defense in these matters and an analysis of potential results, if the Company believes that a loss arising from such matters is probable and can be reasonably estimated, the Company records the estimated liability in its consolidated financial statements.

If only a range of estimated losses can be determined, the Company records an amount within the range that, in its judgment, reflects the most likely outcome;

if none of the estimates within that range is a better estimate than any other amount, the Company records the low end of the range.

Any such accrual would be charged to expense in the appropriate period.

The Company recognizes litigation expenses in the period in which the litigation services were provided.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Recent Accounting Pronouncements

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The Company adopted this guidance on January 1, 2022 on a modified retrospective basis.

Upon adoption, the Company reversed approximately $ 35.2 million of debt discount related to the Company’s 1.375 % Convertible Senior Notes due 2023 (the “2023 Notes”) from additional paid-in capital, reversed approximately $ 8.3 million representing the unamortized debt discount from liabilities, and recorded the net impact of

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ 26.9 million to accumulated deficit.

The Company also removed approximately $ 0.7 million of debt issuance costs related to the 2023 Notes from additional paid-in capital and recorded approximately $ 0.5 million to accumulated deficit related to the amortization of debt issuance costs that were historically allocated to equity.

In October 2021, the FASB issued ASU No.

2021-08, “Business Combinations (Topic 805)—Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” The amendments in this ASU improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistencies related to recognition of an acquired contract liability, and to payment terms and their effect on subsequent revenue recognized by the acquirer.

Among other changes, this ASU requires that an acquirer account for acquired revenue contracts in accordance with Topic 606 as if it had originated the contracts.

If the acquirer is unable to assess or rely on how the acquiree applied Topic 606, the acquirer should consider the terms of the acquired contracts as of the contract inception or contract modification date in applying Topic 606 to determine what should be recorded at the acquisition date.

The amendments also provide certain practical expedients for acquirers when recognizing and measuring acquired contract assets and contract liabilities from revenue contracts in a business combination.

The guidance is effective for fiscal years beginning after December 15, 2022.

The Company elected to early adopt this ASU on April 1, 2022.

The adoption of this ASU did not have a material impact on the Company's consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU No.

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This ASU is effective for annual reporting periods beginning after December 15, 2023, and interim reporting periods within annual reporting periods beginning after December 15, 2024.

Early adoption is permitted.

The amendments in this ASU should be applied on a retrospective basis.

The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

The Company adopted this guidance for the year ended December 31, 2024 on a retrospective basis.

Refer to Note 7, “Segments and Major Customers,” for additional information.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No.

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The amendments in this ASU should be applied on a prospective basis, with retrospective application permitted.

The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No.

2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”).” This guidance requires public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods, including amounts of inventory purchases, employee compensation, and depreciation and amortization included in each income statement expense caption, as applicable.

The ASU also requires a qualitative description of the amounts remaining in expense captions that are not separately disaggregated quantitatively, as well as disclosure of the total amount of selling expenses and, in annual reporting periods, the entity’s definition of selling expenses.

This ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The amendments in this ASU may be applied either on a prospective or retrospective basis.

The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No.

2024-04, “Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments.” This guidance clarifies the requirements for determining

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

The ASU also clarifies that the induced conversion guidance applies to a convertible debt instrument that is not currently convertible as long as it had a substantive conversion feature as of both its issuance date and the date the inducement offer is accepted.

This ASU is effective for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods.

Early adoption is permitted for all entities that have adopted the amendments of ASU 2020-06.

The amendments in this ASU may be applied either on a prospective or retrospective basis.

The Company currently expects no impact from this ASU on its consolidated financial statements and related disclosures.

Revenue Recognition

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During the years ended December 31, 2024 and December 31, 2023, the Company recognized $ 17.5 million and $ 20.8 million, respectively, of revenue that was included in deferred revenue as of December 31, 2023 and December 31, 2022, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Remaining Performance Obligations

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107,438 108,183 109,472

Effect of potential dilutive common shares

2,706 — 4,327

Effect of potentially dilutive common shares 1,603 2,706 —

Weighted-average common shares outstanding - diluted

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Diluted net income (loss) per share $ 1.65 $ 3.01 $ ( 0.13 )

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to the Company’s common stockholders for the year ended December 31, 2022 because the impact of including them would have been anti-dilutive (in thousands):

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Potentially issuable shares related to the in-the-money conversion benefit feature of convertible notes 175

The shares in the tables above did not include the principal amount of the Company’s 2023 Notes (“the 2023 Notes”) as the principal amount of the 2023 Notes must be paid in cash.

The shares in the tables above did not include the principal amount of the Company’s 2023 Notes (“the 2023 Notes”) as the principal amount of the 2023 Notes had to be paid in cash.

The Company settled the conversion of the remaining $ 10.4 million aggregate principal amount of the 2023 Notes in the first quarter of 2023.

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As a result of the Company’s adoption of ASU No.

2020-06 on January 1, 2022, the dilutive impact of the 2023 Notes on the calculation of diluted net income (loss) per share is considered using the if-converted method.

Furthermore, because the principal amount of the 2023 Notes must be settled in cash, the dilutive impact of applying the if-converted method is limited to the in-the-money portion, if any, of the 2023 Notes.

For periods prior to the Company’s January 1, 2022 adoption of ASU No.

2020-06, the Company applied the treasury stock method to account for the dilutive impact of the 2023 Notes for diluted net income (loss) per share purposes.

As noted in ASU No.

2020-06, for convertible instruments where the principal is required to be paid in cash, the results of applying the if-converted method are similar to the results of applying the historical treasury stock method.

Therefore, even though the Company is required to apply the if-converted method upon adoption of ASU No.

2020-06, there is no impact to its earnings per share calculation.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2020-06 on January 1, 2022, the dilutive impact of the 2023 Notes on the calculation of diluted net income (loss) per share was considered using the if-converted method.

Furthermore, because the principal amount of the 2023 Notes had to be settled in cash, the dilutive impact of applying the if-converted method was limited to the in-the-money portion, if any, of the 2023 Notes.

Intangible Assets and Goodwill

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(In thousands) December 31,

2023 Adjustment to Goodwill December 31,

Total goodwill $ 286,812 — $ 286,812

(In thousands) December 31,

2022 Divestiture of Goodwill (1)

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Refer to Note 20, “Divestiture,” for additional information.

(In thousands) December 31,

2021 Additions to Goodwill (1)

Adjustment to Goodwill (2)

Effect of Exchange Rates (3)

Total goodwill $ 278,810 $ 12,069 $ 1,013 $ 148 $ 292,040

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(1) In May 2022, the Company acquired Hardent, Inc.

(“Hardent”), which resulted in the Company recognizing additional goodwill.

Refer to Note 21, “Acquisitions,” for additional information.

(2) The adjustment to goodwill primarily includes a correction of an immaterial error related to an understatement in other current liabilities that originated from the acquisition of AnalogX Inc.

(“AnalogX”) in 2021 and working capital adjustments from the acquisition of Hardent within the measurement period of one year.

(3) Effect of exchange rates relates to foreign currency translation adjustments for the period.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Intangible Assets, Net

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Non-compete agreements and trademarks 3 years 300 ( 300 ) —

IPR&D Not applicable 7,400 — 7,400

Total intangible assets $ 325,797 $ ( 308,738 ) $ 17,059

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(1) In September 2023, the Company disposed of approximately $ 7.4 million of net intangible assets (including $ 3.8 million of IPR&D) in connection with the divestiture of the Company’s PHY IP group.

Refer to Note 20, “Divestiture,” for additional information.

(1) The IPR&D projects acquired in connection with the acquisition of PLDA in 2021 were completed during the fourth quarter of 2024.

The related intangible assets of $ 7.4 million were reclassified as existing technology and are being amortized over their expected useful life of five years .

During the year ended December 31, 2024, the amortization for the reclassified assets was not material.

As of December 31, 2023

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______________________________________

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(1) During the year ended December 31, 2022, the Company acquired certain intangible assets for $ 3.0 million in cash.

The assets were classified as existing technology and are being amortized over their expected useful life of five years .

During the year ended December 31, 2022, the amortization for the acquired assets was not material.

(2) In May 2022, the Company acquired Hardent, which resulted in the Company recognizing additional intangible assets.

Refer to Note 21, “Acquisitions,” for additional information.

Refer to Note 20, “Divestiture,” for additional information.

Amortization expense for intangible assets for the years ended December 31, 2024, 2023 and 2022 was $ 11.7 million, $ 14.7 million and $ 15.6 million, respectively.

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Years Ending December 31:

2024 $ 11,742

Total amortizable purchased intangible assets 21,369

Total intangible assets $ 17,059

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As of December 31, 2024, the Company has a single operating and reportable segment.

Accounts receivable from the Company’s major customers representing 10% or more of total accounts receivable at December 31, 2023 and 2022, respectively, was as follows:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The CODM uses net income to assess segment performance, allocate resources and manage the business on a consolidated basis.

The significant expenses for the segment exclude certain non-cash adjustments and non-recurring items, and are used to monitor budget versus actual results and to analyze the period-over-period comparisons.

The significant expenses that are regularly provided to the CODM and reconciliations to the consolidated net income for the years ended December 31, 2024, 2023 and 2022, respectively, were as follows:

For the Years Ended December 31,

(In thousands) 2024 2023 2022

Total revenue

$ 556,624 $ 461,117 $ 454,793

Adjusted cost of revenue (1)

( 98,368 ) ( 89,322 ) ( 93,101 )

Adjusted research and development (2)

( 146,431 ) ( 140,793 ) ( 142,853 )

Adjusted sales, general and administrative (3)

( 76,038 ) ( 76,669 ) ( 78,335 )

Other segment items:

Stock-based compensation expenses (4)

( 44,879 ) ( 45,011 ) ( 35,552 )

Amortization of acquired intangible assets (4)

( 11,710 ) ( 14,741 ) ( 15,610 )

Impairment of assets ( 1,071 ) ( 10,045 ) —

Acquisition & divestiture-related costs (5)

( 162 ) ( 1,625 ) ( 7,179 )

Interest and other income (expense), net

17,034 33,521 ( 84,767 )

Change in fair value of earn-out liability 5,044 ( 9,234 ) ( 3,111 )

Restructuring charges — ( 9,368 ) —

Gain on divestiture — 90,784 —

— ( 1,454 ) ( 2,110 )

Provision for (benefit from) income taxes ( 20,222 ) 146,744 ( 6,485 )

Net income (loss)

$ 179,821 $ 333,904 $ ( 14,310 )

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(1) Excludes stock-based compensation expenses and amortization of acquisition-related intangible assets.

(2) Excludes stock-based compensation expenses and retention bonus expense related to acquisitions.

(3) Excludes stock-based compensation expenses and acquisition/divestiture-related costs and retention bonus expense.

(4) The Company excludes these expenses from its adjusted cost of revenue and operating expenses primarily because such expenses are non-cash expenses that the Company does not believe are reflective of ongoing operating results.

(5) The Company excludes these expenses in order to provide better comparability between periods as they are related to acquisitions and divestitures and have no direct correlation to the Company’s ongoing operating results.

(6) Includes gain on sale of equity security, expense on abandoned operating leases, facility restoration costs and certain other one-time adjustments.

The Company excludes these items as they are not reflective of ongoing results.

The following represents the Company’s significant expenses related to research and development expenses and sales, general and administrative expenses, as shown above, for the years ended December 31, 2024, 2023 and 2022:

For the Years Ended December 31,

(In thousands) 2024 2023 2022

Payroll and benefits $ 129,228 $ 123,056 $ 124,130

Variable research and development expenses (1)

27,342 28,228 29,482

Professional fees 20,055 22,148 21,524

Temporary labor services and consulting expenses 14,264 13,577 17,276

Facilities costs 11,853 12,347 11,205

Amortization and depreciation 10,076 10,144 9,265

Other expenses 9,651 7,962 8,306

Total adjusted operating expenses $ 222,469 $ 217,462 $ 221,188

_________________________________________

(1) Includes primarily software tools, software licenses and prototyping costs.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The measure of segment assets is reported on the Company’s Consolidated Balance Sheets as total consolidated assets.

Accounts receivable from the Company’s major customers representing 10% or more of total accounts receivable as of December 31, 2024 and 2023, respectively, was as follows:

As of December 31,

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Customer 3 * 12 %

Customer 4 * 23 %

Customer 5 * 16 %

_________________________________________

* Customer accounted for less than 10% of total accounts receivable in the period.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Revenue from the Company’s major customers representing 10% or more of total revenue for the years ended December 31, 2024, 2023 and 2022, respectively, was as follows:

15 unchanged sentences

Total $ 556,624 $ 461,117 $ 454,793

At December 31, 2023, of the $ 67.8 million of total property, plant and equipment, approximately $ 64.1 million were located in the United States, $ 3.0 million were located in India and $ 0.7 million were located in other foreign locations.

At December 31, 2022, of the $ 86.3 million of total property, plant and equipment, approximately $ 80.5 million were located in the United States, $ 3.4 million were located in India and $ 2.4 million were located in other foreign locations.

As of December 31, 2024, of the $ 75.5 million of total property and equipment, approximately $ 70.4 million was located in the United States, $ 2.6 million was located in India and $ 2.5 million was located in other foreign locations.

As of December 31, 2023, of the $ 67.8 million of total property and equipment, approximately $ 64.1 million was located in the United States, $ 3.0 million was located in India and $ 0.7 million was located in other foreign locations.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Marketable Securities

6 unchanged sentences

Money market funds 6,025 6,025 — —

Government bonds and notes 2,491 2,491 — —

Corporate notes, bonds and commercial paper 6,335 6,334 1 —

Total cash equivalents 12,360 12,359 1 —

1 unchanged sentence

Marketable securities:

Time deposits 12,870 12,870 — —

Government bonds and notes 220,056 220,034 184 ( 162 )

2 unchanged sentences

Total cash, cash equivalents and marketable securities $ 481,798 $ 481,763 $ 306 $ ( 271 )

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of December 31, 2023

3 unchanged sentences

Money market funds 3,790 3,790 — —

Corporate bonds, commercial paper and notes 14,834 14,838 — ( 4 )

Government bonds and notes 2,491 2,491 — —

Total cash equivalents 6,281 6,281 — —

17 unchanged sentences

The Company holds all of its marketable securities as available-for-sale, marks them to market and regularly reviews its portfolio to ensure adherence to its investment policy and to monitor individual investments for risk analysis, proper valuation and impairment.

The estimated fair value and gross unrealized losses of cash equivalents and marketable securities classified by the length of time that the securities have been in a continuous unrealized loss position at December 31, 2023 and 2022 are as follows:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Fair Value Gross Unrealized Losses

10 unchanged sentences

Corporate bonds, commercial paper and notes — 16,619 — ( 365 )

Total cash equivalents and marketable securities in a continuous unrealized loss position for 12 months or greater 23,460 112,147 ( 524 ) ( 3,566 )

Total marketable securities in a continuous unrealized loss position for 12 months or greater — 23,460 — ( 524 )

Total cash equivalents and marketable securities in a continuous unrealized loss position $ 131,522 $ 102,321 $ ( 271 ) $ ( 617 )

The gross unrealized losses at December 31, 2023 and 2022 were not material in relation to the Company’s total available-for-sale portfolio.

The gross unrealized losses as of December 31, 2024 and 2023 were not material in relation to the Company’s total available-for-sale portfolio.

The gross unrealized losses can be primarily attributed to a combination of market conditions as well as the demand for and duration of the U.S.

government-sponsored obligations and corporate bonds, commercial paper and notes.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Company reasonably believes that there is no need to sell these investments and that it can recover the amortized cost of these investments.

The Company reasonably believes that there is no need to sell these investments and that it can recover the amortized cost of these investments.

The Company has found no evidence of impairment due to credit losses in its portfolio.

7 unchanged sentences

Refer to Note 9, “Fair Value of Financial Instruments,” for a discussion regarding the fair value of the Company’s cash equivalents and marketable securities.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Fair Value of Financial Instruments

6 unchanged sentences

Money market funds $ 6,025 $ 6,025 $ — $ —

Time deposits 12,870 — 12,870 —

Government bonds and notes 220,056 — 220,056 —

1 unchanged sentence

Total assets carried at fair value $ 394,383 $ 6,025 $ 388,358 $ —

Liabilities carried at fair value

Earn-out consideration related to PLDA acquisition $ 12,500 $ — $ — $ 12,500

Total liabilities carried at fair value $ 12,500 $ — $ — $ 12,500

As of December 31, 2023

10 unchanged sentences

Total liabilities carried at fair value $ 12,500 $ — $ — $ 12,500

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company’s liabilities related to earn-out consideration are classified within Level 3 of the fair value hierarchy because the fair value is determined using significant unobservable inputs.

3 unchanged sentences

Balance as of beginning of period $ 12,500 $ 14,800 $ 16,900

Addition of earn-out liability due to acquisition — — 11,600

Change in fair value of earn-out liability due to remeasurement ( 5,044 ) 9,234 3,111

1 unchanged sentence

Balance as of end of period $ — $ 12,500 $ 14,800

For the years ended December 31, 2023, 2022 and 2021, the changes in the fair value of the earn-out liability related to the 2021 acquisition of PLDA, which is subject to certain revenue targets of the acquired business for a period of three years from the date of acquisition, and which is settled annually in shares of the Company’s common stock based on the fair value of that common stock fixed at the time the Company acquired PLDA.

The fair value of the earn-out liability is remeasured each quarter, depending on the acquired business’s revenue performance relative to target over the applicable period, and adjusted to reflect changes in the per share value of the Company’s common stock.

The Company has classified its liability for the contingent earn-out consideration related to the PLDA acquisition within Level 3 of the fair value hierarchy because the fair value calculation includes significant unobservable inputs, such as revenue forecast, revenue volatility, equity volatility and weighted average cost of capital.

During the years ended December 31, 2023, 2022 and 2021, the Company remeasured the fair value of the earn-out liability, which resulted in additional expense of $ 9.2 million, $ 3.1 million and $ 5.3 million, respectively, in the Company’s Consolidated Statements of Operations.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2024, 2023 and 2022, the changes in the fair value of the earn-out liability related to the 2021 acquisition of PLDA, which was subject to certain revenue targets of the acquired business for a period of three years from the date of acquisition, and which was settled annually in shares of the Company’s common stock based on the fair value of that common stock fixed at the time the Company acquired PLDA.

The fair value of the earn-out liability was remeasured each quarter, depending on the acquired business’s revenue performance relative to target over the applicable period, and adjusted to reflect changes in the per share value of the Company’s common stock.

The Company classified its liability for the contingent earn-out liability related to the PLDA acquisition within Level 3 of the fair value hierarchy because the fair value calculation included significant unobservable inputs, such as revenue forecast, revenue volatility, equity volatility and weighted average cost of capital.

During the years ended December 31, 2024, 2023 and 2022, the Company remeasured the fair value of the earn-out liability, which resulted in a reduction of $ 5.0 million and additional expenses of $ 9.2 million and $ 3.1 million, respectively, in the Company’s Consolidated Statements of Operations.

The final earn-out was achieved as of September 30, 2024 and was fully paid during the fourth quarter of 2024.

The Company monitors its investments for impairment and records appropriate reductions in carrying value when necessary.

The Company monitors its investments for impairment by considering current factors, including the economic environment, market conditions, operational performance and other specific factors relating to the business underlying the investment, reductions in carrying values when necessary and the Company’s ability and intent to hold the investment for a period of time which may be sufficient for anticipated recovery in the market.

Any impairment is reported under “Interest and other income (expense), net” in the Consolidated Statements of Operations.

During the years ended December 31, 2024 and 2023, the Company recorded no other-than-temporary impairment charges on its investments.

In 2018, the Company made an investment in a non-marketable equity security of a private company.

This investment was accounted for under the equity method of accounting, and the Company accounted for its equity method share of the income (loss).

During the second quarter of 2023, the carrying value of the Company’s 25.0 % ownership percentage was reduced to zero as the carrying value had been adjusted by an equal and offsetting amount of the Company’s share of the investee’s cumulative losses.

This investment was accounted for under the equity method of accounting, and the Company accounted for its equity method share of the income (loss) on a quarterly basis.

During the fourth quarter of 2023, the Company sold its 25.0 % ownership share in the equity investment for approximately $ 25.0 million, which was included, net of withholding taxes paid, in prepaid and other current assets in the Company’s Consolidated Balance Sheet as of December 31, 2023.

1 unchanged sentence

The gain was offset by transaction costs of approximately $ 1.1 million, resulting in a net gain of approximately $ 23.9 million, which was included in the Company’s Consolidated Statement of Operations for the year ended December 31, 2023.

The Company has non-cash investing cash flow activity of approximately $ 23.0 million from the sale of the non-marketable equity security, which were offset by withholding taxes paid and changes in the foreign currency exchange rates, which was subsequently received in January 2024.

The carrying value of the Company’s 25.0 % ownership percentage was deemed immaterial as of December 31, 2022.

The Company recorded immaterial amounts in its Consolidated Statements of Operations representing its share of the investee’s loss for the years ended December 31, 2023 and 2022, respectively.

Subsequently, the Company received proceeds, net of tax, of approximately $ 22.8 million from this transaction during the first quarter of 2024.

During the year ended December 31, 2022, the Company recorded a gain on fair value of approximately $ 3.5 million related to the sale of an equity security with an immaterial carrying value in its Consolidated Statements of Operations.

During the years ended December 31, 2024 and 2023, there were no transfers of financial instruments between different categories of fair value.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents the financial instruments that are not carried at fair value but require fair value disclosure as of 2022:

As of December 31, 2022

(In thousands) Face Value Carrying Value Fair Value

1.375% Convertible Senior Notes due 2023 (the “2023 Notes”) $ 10,381 $ 10,378 $ 19,625

The fair value of the convertible notes at December 31, 2022 was determined based on recent quoted market prices for these notes, which is a Level 2 measurement.

As discussed in Note 12, “Convertible Notes,” the Company settled the remaining $ 10.4 million aggregate principal amount of the 2023 Notes during the first quarter of 2023.

As of December 31, 2022, the 2023 Notes were carried at their face value of $ 10.4 million, less any unamortized debt issuance costs.

The carrying value of other financial instruments, including accounts receivable, accounts payable and other liabilities, approximated fair value due to their short maturities.

Information regarding the Company’s goodwill and long-lived assets balances are disclosed in Note 6, “Intangible Assets and Goodwill.”

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company has a lease agreement with 237 North First Street Holdings, LLC for an office space located at 4453 North First Street in San Jose, California (the “Lease”).

16 unchanged sentences

Cash paid for amounts included in the measurement of operating lease liabilities were $ 6.1 million, $ 6.7 million and $ 8.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Balance Sheet Details

7 unchanged sentences

$ 44,634 $ 36,154

______________________________________

(1) As of December 31, 2024 and 2023, the Company had inventory reserve balances of approximately $ 6.7 million and $ 6.0 million included in the Consolidated Balance Sheets, respectively.

Property, Plant and Equipment, net

Property, plant and equipment, net is comprised of the following:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Property and Equipment, net

Property and equipment, net is comprised of the following:

As of December 31,

6 unchanged sentences

Construction in progress 7,789 5,660

Property, plant and equipment, gross

156,901 167,949

Property and equipment, gross 186,157 156,901

Less accumulated depreciation and amortization ( 110,648 ) ( 89,093 )

Property, plant and equipment, net

$ 67,808 $ 86,255

Property and equipment, net $ 75,509 $ 67,808

Depreciation expense for the years ended December 31, 2024, 2023 and 2022 was $ 26.1 million, $ 37.7 million and $ 26.0 million, respectively.

14 unchanged sentences

$ ( 1,260 ) $ ( 1,269 )

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Convertible Notes

The Company’s convertible notes are shown in the following table:

As of December 31,

(In thousands) 2022

2023 Notes (1)

Unamortized debt issuance costs — 2023 Notes ( 3 )

Total convertible notes 10,378

Less current portion 10,378

Total long-term convertible notes $ —

(1) As of December 31, 2023, none of the 2023 Notes remained outstanding.

1.375 % Convertible Senior Notes due 2023.

On November 17, 2017, the Company issued $ 172.5 million aggregate principal amount of 1.375% convertible senior notes pursuant to an indenture (the “2023 Indenture”), by and between the Company and U.S.

Bank National Association, as trustee (the “Trustee”).

In accounting for the 2023 Notes at issuance and prior to the adoption of ASU No.

2020-06, the Company had separated the 2023 Notes into liability and equity components pursuant to the accounting standards for convertible debt instruments that may be fully or partially settled in cash upon conversion.

As of the date of issuance, the Company determined that the liability component of the 2023 Notes was $ 137.3 million and the equity component of the 2023 Notes was $ 35.2 million.

The fair value of the liability component was estimated using an interest rate for a similar instrument without a conversion feature.

The unamortized discount related to the 2023 Notes was being amortized to interest expense using the effective interest method over approximately five years .

As a result of the adoption of ASU No.

2020-06 on January 1, 2022, the Company reversed approximately $ 35.2 million of debt discount related to the 2023 Notes from additional paid-in capital, reversed approximately $ 8.3 million representing the unamortized debt discount from liabilities and recorded the net impact of $ 26.9 million to accumulated deficit.

The 2023 Notes bore interest at a rate of 1.375 % per year, payable semi-annually on February 1 and August 1 of each year, beginning on August 1, 2018.

Contractually, the 2023 Notes would mature on February 1, 2023, unless earlier repurchased by the Company or converted pursuant to their terms.

The Company incurred transaction costs of approximately $ 3.3 million related to the issuance of the 2023 Notes.

In accounting for these costs and prior to the adoption of ASU No.

2020-06, the Company had allocated the costs to the liability and equity components in proportion to the allocation of proceeds from the issuance of the 2023 Notes to such components.

Transaction costs allocated to the liability component of $ 2.6 million were netted against the carrying amount of the liability in the Consolidated Balance Sheets and were amortized to interest expense using the effective interest method over the term of the 2023 Notes.

The transaction costs allocated to the equity component of $ 0.7 million were recorded as additional paid-in capital.

As a result of the adoption of ASU No.

2020-06 on January 1, 2022, the Company removed approximately $ 0.7 million of debt issuance costs related to the 2023 Notes from additional paid-in capital and recorded approximately $ 0.5 million to accumulated deficit related to the amortization of debt issuance costs that were historically allocated to equity.

The initial conversion rate of the 2023 Notes was 52.8318 shares of the Company’s common stock per $ 1,000 principal amount of 2023 Notes (which was equivalent to an initial conversion price of approximately $ 18.93 per share).

The conversion rate was subject to adjustment upon the occurrence of certain specified events but would not be adjusted for accrued and unpaid interest.

In addition, upon the occurrence of a make-whole fundamental change (as defined in the 2023 Indenture), the Company would have, in certain circumstances, increased the conversion rate by a number of additional shares for a holder that could have elected to convert its 2023 Notes in connection with such make-whole fundamental change.

Prior to the close of business on the business day immediately preceding November 1, 2022, the 2023 Notes would have been convertible only under the following circumstances:

(1) during any calendar quarter commencing after March 31, 2018, and only during such calendar quarter, if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is more than 130 % of the conversion price on each applicable trading day;

(2) during the five business day period after any five consecutive trading day period in which, for each trading day of that period, the trading price per $ 1,000 principal amount of 2023 Notes for such trading day was less than 98 % of the product of the last reported sale price of the common stock and the conversion rate on each such trading day;

(3) upon the occurrence of specified distributions to holders of

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

our common stock;

or (4) upon the occurrence of specified corporate transactions.

On or after November 1, 2022, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the 2023 Notes would have been able to convert all or a portion of their 2023 Notes regardless of the foregoing conditions.

Upon conversion, the Company would have paid cash up to the aggregate principal amount of the 2023 Notes to be converted and pay or deliver, as the case may have been, cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the 2023 Notes being converted.

The Company could not have redeemed the 2023 Notes prior to the maturity date and no sinking fund was provided for the 2023 Notes.

Upon the occurrence of a fundamental change (as defined in the 2023 Indenture) prior to the maturity date, holders may have required the Company to repurchase all or a portion of the 2023 Notes for cash at a price equal to 100 % of the principal amount of the 2023 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The 2023 Notes were the Company’s senior unsecured obligations and ranked senior in right of payment to any of the Company’s indebtedness that was expressly subordinated in right of payment to the notes;

equal in right of payment with the Company’s existing and future liabilities that were not so subordinated;

effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness;

and structurally junior to any existing and future indebtedness and other liabilities (including trade payables, but excluding intercompany obligations and liabilities) and any preferred stock of subsidiaries of the Company.

The following events were considered “events of default” with respect to the 2023 Notes, which may have resulted in the acceleration of the maturity of the 2023 Notes:

( 1) the Company defaulted on the payment when due of any principal of any of the 2023 Notes at maturity or upon exercise of a repurchase right or otherwise;

(2) the Company defaulted on the payment of any interest, including additional interest, if any, on any of the 2023 Notes, when the interest became due and payable, and continuance of such default for a period of 30 days;

(3) failure by the Company to comply with its obligation to convert the 2023 Notes in accordance with the 2023 Indenture upon exercise of a holder’s conversion right;

(4) failure by the Company to give a fundamental change notice or notice of a specified corporate transaction when due with respect to the Notes;

(5) failure by the Company to comply with any of its other agreements contained in the 2023 Notes or the 2023 Indenture for a period of 60 days after written notice from the Trustee or the holders of at least 25 % in aggregate principal amount of the Notes then outstanding had been received;

(6) failure by the Company to have paid when due the principal of, or acceleration of, any indebtedness for money borrowed by the Company or any of its Material Subsidiaries (as defined in the 2023 Indenture) in excess of $ 40.0 million principal amount, if such indebtedness was not discharged, or such acceleration was not annulled, for a period of 30 days after written notice to the Company by the Trustee or to the Company and the Trustee by holders of 25 % or more in aggregate principal amount of the 2023 Notes then outstanding in accordance with the 2023 Indenture;

(7) certain events of bankruptcy, insolvency or reorganization of the Company or any of its Material Subsidiaries (as defined in the Indenture).

If such an event of default, other than an event of default described in clause (7) above with respect to the Company, had occurred, the Trustee by written notice to the Company, or the holders of at least 25 % in aggregate principal amount of the outstanding Notes by notice to the Company and the Trustee, may have, and the Trustee at the request of such holders should have, declared 100 % of the principal of and accrued and unpaid interest, if any, on all the Notes then outstanding to be due and payable.

If an event of default described in clause (7) above occurred, 100% of the principal of and accrued and unpaid interest on the Notes then outstanding would have automatically become due and payable.

On March 2, 2022, the Company entered into individual, privately negotiated transactions with certain holders of its outstanding 2023 Notes, pursuant to which the Company paid an aggregate of approximately $ 199.1 million in cash for the repurchase of approximately $ 123.1 million aggregate principal amount of its 2023 Notes (“Q1 2022 Partial Notes Repurchase”).

The cash consideration was based on a volume-weighted average price of $ 29.6789 for the 19-trading day

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

measurement period ending March 29, 2022.

The Company did not have any convertible notes outstanding as of December 31, 2024 and 2023.

On March 2, 2022, the Company entered into individual, privately negotiated transactions with certain holders of its outstanding 1.375% Convertible Senior Notes due 2023 (“2023 Notes”), pursuant to which the Company paid an aggregate of approximately $ 199.1 million in cash for the repurchase of approximately $ 123.1 million aggregate principal amount of its 2023 Notes (“Q1 2022 Partial Notes Repurchase”).

The cash consideration was based on a volume-weighted average price of $ 29.6789 for the 19-trading day measurement period ending March 29, 2022.

Of the $ 123.1 million aggregate principal amount, approximately $ 107.9 million was settled on March 31, 2022 for $ 174.5 million in cash.

2 unchanged sentences

On August 11, 2022, the Company entered into individual, privately negotiated transactions with certain holders of its outstanding 2023 Notes, pursuant to which the Company paid an aggregate of approximately $ 58.9 million in cash for the repurchase of approximately $ 39.0 million aggregate principal amount of its 2023 Notes (“Q3 2022 Partial Notes Repurchase”).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The cash consideration was based on a volume-weighted average price of $ 27.8456 for the 10-trading day measurement period ending August 25, 2022.

4 unchanged sentences

Accordingly, upon maturity, the Company paid $ 10.4 million in cash to settle the aggregate principal amount of the 2023 Notes and delivered approximately 0.3 million shares of the Company's common stock to settle the conversion spread.

Note Hedges and Warrants.

On November 14, 2017 and November 16, 2017, in connection with the 2023 Notes, the Company entered into privately negotiated convertible note hedge transactions (the “Convertible Note Hedge Transactions”) with respect to the Company’s common stock, par value $0.001 per share (the “Common Stock”), with certain bank counterparties (the “Counterparties”).

The Company paid an aggregate amount of approximately $ 33.5 million to the Counterparties for the Convertible Note Hedge Transactions.

The Convertible Note Hedge Transactions covered, subject to anti-dilution adjustments substantially similar to those in the 2023 Notes, approximately 9.1 million shares of Common Stock, the same number of shares underlying the 2023 Notes, at a strike price that corresponded to the initial conversion price of the 2023 Notes, and were exercisable upon conversion of the 2023 Notes.

Contractually, the Convertible Note Hedge Transactions would have expired upon the maturity of the 2023 Notes.

The Convertible Note Hedge Transactions were intended to reduce the potential economic dilution upon conversion of the 2023 Notes.

The Convertible Note Hedge Transactions were separate transactions and were not part of the terms of the 2023 Notes.

Holders of the 2023 Notes did not have any rights with respect to the Convertible Note Hedge Transactions.

In addition, concurrently with entering into the Convertible Note Hedge Transactions, the Company separately entered into privately negotiated warrant transactions, whereby the Company sold to the Counterparties warrants (the “Warrants”) to acquire, collectively, subject to anti-dilution adjustments, approximately 9.1 million shares of the Common Stock at an initial strike price of approximately $ 23.30 per share, which represented a premium of 60 % over the last reported sale price of the Common Stock of $ 14.56 on November 14, 2017.

The Company received aggregate proceeds of approximately $ 23.2 million from the sale of the Warrants to the Counterparties.

The Warrants were separate transactions and were not part of the 2023 Notes or Convertible Note Hedge Transactions.

Holders of the 2023 Notes and Convertible Note Hedge Transactions did not have any rights with respect to the Warrants.

The amounts paid and received for the Convertible Note Hedge Transactions and Warrants were recorded in additional paid-in capital in the Consolidated Balance Sheets.

The fair value of the Convertible Note Hedge Transactions and Warrants were not re-measured through earnings each reporting period.

The amounts paid for the Convertible Note Hedge Transactions were tax deductible expenses, while the proceeds received from the Warrants were not taxable.

In connection with the Q1 2022 Partial Notes Repurchase, the Company entered into agreements with certain financial institutions to retire the corresponding portions of convertible senior note hedges and warrants the Company had previously entered into with the counterparties in connection with the issuance of the 2023 Notes.

2 unchanged sentences

Upon settlement, the Company received $ 19.3 million in cash for the retirement of the proportionate amount of convertible senior note hedges and paid $ 14.4 million in cash for the retirement of the proportionate amount of warrants during the third quarter of 2022.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In connection with the settlement of the conversion of the remaining 2023 Notes, the Company received 0.3 million shares of the Company’s common stock for the retirement of the remaining convertible senior note hedges and paid $ 10.7 million in cash for the retirement of the remaining warrants during the first quarter of 2023.

1 unchanged sentence

As of December 31, 2024, none of the note hedges and warrants remained outstanding.

Interest expense related to the convertible notes for the years ended December 31, 2022 and 2021 was as follows:

Years Ended December 31,

(In thousands) 2022 2021

2023 Notes coupon interest at a rate of 1.375 %

$ 610 $ 2,372

2023 Notes amortization of discount and debt issuance cost 194 7,656

Total interest expense on convertible notes

$ 804 $ 10,028

For the year ended December 31, 2023, interest expense related to the convertible notes was deemed immaterial.

For the year ended December 31, 2024, there was no interest expense related to the convertible notes.

Interest expense related to the convertible notes for the years ended December 31, 2023 and 2022 was immaterial.

Commitments and Contingencies

13 unchanged sentences

(3) The Company has commitments with various software vendors for agreements generally having terms longer than one year .

As of December 31, 2023, approximately $ 14.6 million of the fair value of the liability was included in other current liabilities and $ 8.0 million was included in other long-term liabilities, in the accompanying Consolidated Balance Sheet.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(4) In connection with the acquisitions of Hardent in the second quarter of 2022 and PLDA in the third quarter of 2021, the Company is obligated to pay retention bonuses to certain employees subject to certain eligibility and acceleration provisions, including the condition of employment.

(5) In connection with the acquisition of AnalogX in the third quarter of 2021, the Company was obligated to pay retention bonuses to certain employees subject to certain eligibility and acceleration provisions, including the condition of employment.

In September 2023, the Company divested its PHY IP group, which included AnalogX and resulted in the Company recognizing an immaterial decrease related to the remaining AnalogX acquisition retention bonus liability.

Refer to Note 20, “Divestiture,” for additional information.

Indemnifications

1 unchanged sentence

Indemnification covers customers for losses suffered or incurred by them as a result of any patent, copyright, or other IP infringement or any other claim by any third party arising as a result of the applicable agreement with the Company.

The Company generally attempts to limit the maximum amount of indemnification that the Company could be required to make under these agreements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

to the amount of fees received by the Company, however, this may not always be possible.

The Company generally attempts to limit the maximum amount of indemnification that the Company could be required to make under these agreements to the amount of fees received by the Company, however, this may not always be possible.

The fair value of the liability as of December 31, 2024 and 2023, respectively, was not material.

8 unchanged sentences

Total shares available for grant as of December 31, 2021 10,492,178

Stock options forfeited

Nonvested equity stock and stock units granted (1) (2)

2 unchanged sentences

Total shares available for grant as of December 31, 2022 7,655,769

Increase in shares approved for issuance (3)

Nonvested equity stock and stock units granted (1) (4)

2 unchanged sentences

Total shares available for grant as of December 31, 2023 11,954,150

Increase in shares approved for issuance (4)

Stock options expired 1,125

Nonvested equity stock and stock units granted (1) (5)

4 unchanged sentences

(1) For purposes of determining the number of shares available for grant under the 2015 Plan against the maximum number of shares authorized, each restricted stock unit granted prior to April 27, 2023 reduces the number of shares available for grant by 1.5 shares and each restricted stock unit forfeited increases shares available for grant by 1.5 shares.

Each restricted stock unit granted on or after April 27, 2023 reduces the number of shares available for grant by 1.0 shares and each restricted stock unit forfeited increases shares available for grant by 1.0 shares.

(2) Amount includes approximately 0.4 million shares that have been reserved for potential future issuance related to certain performance unit awards granted in 2021 and discussed under the section titled “Nonvested Equity Stock and Stock Units” below.

Each restricted stock unit granted on or after April 27, 2023 reduces the number of shares available for grant by 1.0 share and each restricted stock unit forfeited increases shares available for grant by 1.0 share.

(2) Amount includes approximately 0.6 million shares that have been reserved for potential future issuance related to certain performance unit awards granted in 2022 and discussed under the section titled “Nonvested Equity Stock and Stock Units” below.

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(5) Amount includes approximately 0.2 million shares that have been reserved for potential future issuance related to certain performance unit awards granted in 2024 and discussed under the section titled “Nonvested Equity Stock and Stock Units” below.

General Stock Option Information

The following table summarizes stock option activity under the Company’s equity incentive plans for the years ended December 31, 2023, 2022 and 2021 and information regarding stock options outstanding, exercisable, and vested and expected to vest as of December 31, 2023:

The following table summarizes stock option activity under the Company’s equity incentive plans for the years ended December 31, 2024, 2023 and 2022 and information regarding stock options outstanding and vested as of December 31, 2024:

Options Outstanding Weighted-Average Remaining Contractual Term (years)

(In thousands, except per share amounts and years) Number of Shares Weighted-Average Exercise Price Per Share Aggregate Intrinsic Value

Number of Shares Weighted-Average Exercise Price Per Share Aggregate Intrinsic Value

(In thousands)

Outstanding as of December 31, 2021 549,581 $ 10.71

1 unchanged sentence

( 117,138 ) $ 7.43

Options forfeited

( 54,327 ) $ 14.98

Outstanding as of December 31, 2022 432,443 $ 11.60

4 unchanged sentences

( 33,607 ) $ 9.42 $ 1,460

Outstanding as of December 31, 2023 124,732 $ 11.60 3.35 $ 7,066

Vested or expected to vest at December 31, 2023 124,732 $ 11.60 3.35 $ 7,066

Options exercisable at December 31, 2023 124,732 $ 11.60 3.35 $ 7,066

Options expired ( 1,125 ) $ 8.76

Outstanding and vested as of December 31, 2024 90,000 $ 12.45 3.53 $ 3,637

Employee Stock Purchase Plan

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Employees generally may not purchase more than the number of shares having a value greater than $ 25,000 in any calendar year, as measured at the purchase date.

The Company issued 172,711 shares at an average price of $ 31.10 p er share during the year ended December 31, 2023.

The Company issued 119,350 shares at an average price of $ 43.14 per share during the year ended December 31, 2024.

The Company issued 172,711 shar es at an average price of $ 31.10 per share during the year ended December 31, 2023.

The Company issued 255,614 shares at an average price of $ 20.60 per share during the year ended December 31, 2022.

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There were no stock options granted during the years ended December 31, 2024, 2023 and 2022, respectively.

Stock-based compensation expense related to stock options was immaterial for the years ended December 31, 2023, 2022 and 2021.

As of December 31, 2023, all compensation cost net of expected forfeitures, related to unvested stock-based compensation arrangements granted under the stock option plans has been fully recognized.

The total fair value of options vested f or the years ended December 31, 2023, 2022 and 2021 was $ 0.5 million, $ 1.7 million and $ 2.0 million, respectively.

There was no stock-based compensation expense related to stock options for the year ended December 31, 2024.

Stock-based compensation expenses related to stock options were immaterial for the years ended December 31, 2023 and 2022.

As of December 31, 2023, all compensation cost net of expected forfeitures, related to unvested stock-based compensation arrangements granted under the stock option plans had been fully recognized.

As of December 31, 2024, all stock options had been fully vested and there were no stock options vested during the year ended December 31, 2024.

The total fair value of options vested f or the years ended December 31, 2023 and 2022 were $ 0.5 million and $ 1.7 million, respectively.

Employee Stock Purchase Plan

During the years ended December 31, 2023, 2022 and 2021, the Company recorded stock-based compensation related to the 2015 ESPP of $ 1.8 million, $ 1.7 million and $ 1.4 million, respectively.

During the years ended December 31, 2024, 2023 and 2022, the Company recorded stock-based compensation expenses related to the 2015 ESPP of $ 1.9 million, $ 1.8 million and $ 1.7 million, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of December 31, 2024, there was $ 1.0 million of total unrecognized compensation cost related to stock-based compensation arrangements granted under the 2015 ESPP.

That cost is expected to be recognized over four months .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Valuation Assumptions

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For the years ended December 31, 2024, 2023 and 2022, the Company recorded stock-based compensation expense of approximately $ 43.0 million, $ 43.1 million and $ 33.8 million, respectively, related to all outstanding nonvested equity stock grants.

Unrecognized compensation cost related to all nonvested equity stock grants, net of estimated forfeitures, was approximately $ 64.2 million at December 31, 2023.

This amount is expected to be recognized over a weighted-average period of 1.9 years.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unrecognized compensation cost related to all nonvested equity stock grants, net of estimated forfeitures, was approximately $ 79.9 million as of December 31, 2024.

This amount is expected to be recognized over a weighted-average period of 1.9 years.

The following table reflects the activity related to nonvested equity stock and stock units for the years ended December 31, 2024, 2023 and 2022:

1 unchanged sentence

Grant-Date Fair Value

Nonvested at December 31, 2020 4,851,265 $ 12.82

Nonvested as of December 31, 2021 4,718,385 $ 16.62

2,338,255 $ 28.10

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( 485,320 ) $ 20.48

Nonvested at December 31, 2021 4,718,385 $ 16.62

Nonvested as of December 31, 2022 4,718,060 $ 22.78

1,268,973 $ 46.93

1 unchanged sentence

( 759,839 ) $ 28.60

Nonvested at December 31, 2022 4,718,060 $ 22.78

Nonvested as of December 31, 2023 3,430,192 $ 32.90

1,312,367 $ 57.03

1 unchanged sentence

( 302,453 ) $ 39.07

Nonvested at December 31, 2023 3,430,192 $ 32.90

Nonvested as of December 31, 2024 3,150,161 $ 44.72

Stockholders’ Equity

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There is no expiration date applicable to the 2020 Repurchase Program.

The 2020 Repurchase Program replaced the previous program approved by the Board in January 2015 and canceled the remaining shares outstanding as part of the previous authorization.

During the years ended December 31, 2024, 2023 and 2022, the Company repurchased shares of its common stock under the 2020 Repurchase Program as discussed below.

On November 11, 2020, the Company entered into an accelerated share repurchase program with Deutsche Bank AG, London Branch as counterparty, through its agent Deutsche Bank Securities Inc.

(“Deutsche Bank”) (the “2020 ASR Program”).

The 2020 ASR Program was part of the 2020 Repurchase Program.

Under the 2020 ASR Program, the Company pre-paid to Deutsche Bank the $ 50.0 million purchase price for its common stock and, in turn, the Company received an initial delivery of approximately 2.6 million shares of its common stock from Deutsche Bank in the fourth quarter of 2020, which were retired and recorded as a $ 40.0 million reduction to stockholders’ equity.

The remaining $ 10.0 million of the initial payment was recorded as a reduction to stockholders’ equity as an unsettled forward contract indexed to the Company’s stock.

During the second quarter of 2021, the accelerated share repurchase program was completed and the Company received an additional 0.1 million shares of its common stock, which were retired, as the final settlement of the accelerated share repurchase program.

On June 15, 2021, the Company entered into an accelerated share repurchase program with Deutsche Bank (the “2021 ASR Program”).

The 2021 ASR Program was part of the 2020 Repurchase Program.

Under the 2021 ASR Program, the Company pre-paid to Deutsche Bank the $ 100.0 million purchase price for its common stock and, in turn, the Company received an initial delivery of approximately 3.9 million shares of its common stock from Deutsche Bank in the second quarter of 2021, which were retired and recorded as an $ 80.0 million reduction to stockholders’ equity.

The remaining $ 20.0 million of the initial payment was recorded as a reduction to stockholders’ equity as an unsettled forward contract indexed to the Company’s stock.

During the fourth quarter of 2021, the accelerated share repurchase program was completed and the Company received an additional 0.4 million shares of its common stock, which were retired, as the final settlement of the accelerated share repurchase program.

On September 9, 2022, the Company entered into an accelerated share repurchase program with Wells Fargo Bank, National Association (“Wells Fargo”) (the “2022 ASR Program”).

The 2022 ASR Program was part of the 2020 Repurchase Program.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Under the 2022 ASR Program, the Company pre-paid to Wells Fargo the $ 100.0 million purchase price for its common stock and, in turn, the Company received an initial delivery of approximately 3.1 million shares of its common stock from Wells Fargo in the third quarter of 2022, which were retired and recorded as an $ 80.0 million reduction to stockholders’ equity.

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On September 22, 2023, the accelerated share repurchase program was completed and the Company received an additional 0.2 million shares of its common stock, which were retired, as the final settlement of the 2023 ASR Program.

On February 29, 2024, the Company entered into an accelerated share repurchase program with Royal Bank of Canada (“RBC”) (the “2024 ASR Program”).

The 2024 ASR Program was part of the 2020 Repurchase Program.

Under the 2024 ASR

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Program, the Company pre-paid to RBC the $ 50.0 million purchase price for its common stock and, in turn, the Company received an initial delivery of approximately 0.7 million shares of its common stock from RBC on March 1, 2024, which were retired and recorded as a $ 40.0 million reduction to stockholders’ equity.

The remaining $ 10.0 million of the initial payment was recorded as a reduction to stockholders’ equity as an unsettled forward contract indexed to the Company’s stock.

On March 18, 2024, the accelerated share repurchase program was completed and the Company received an additional 0.1 million shares of its common stock, which were retired, as the final settlement of the 2024 ASR Program.

On November 2, 2023, the Company entered into a share repurchase plan (the “Buying Plan”) with RBC Capital Markets, LLC (“RBCCM”).

The Buying Plan was part of the 2020 Repurchase Program.

Under the Buying Plan, RBCCM shall commence purchases for a 12-month period starting on November 2, 2023 and ending on November 1, 2024, unless terminated sooner pursuant to the Buying Plan (the “Repurchase Period”).

Under the Buying Plan, RBCCM commenced purchases for a 12-month period starting on November 2, 2023 and ending on November 1, 2024, with a provision to terminate sooner pursuant to the Buying Plan (the “Repurchase Period”).

During the Repurchase Period, RBCCM may purchase an aggregate amount of $ 50.0 million of the Company’s common stock, and its execution is dependent on the Company’s stock price reaching certain levels.

Share repurchases shall not exceed $ 25.0 million in a quarter.

During the fourth quarter of 2023, an immaterial amount of shares were repurchased, retired and recorded as a reduction to stockholders’ equity.

Share repurchases could not exceed $ 25.0 million in a quarter.

During the year ended December 31, 2023, an immaterial amount of shares were repurchased, retired and recorded as a reduction to stockholders’ equity.

During the first quarter of 2024, the Buying Plan was amended and as a result, no purchases were made from the Buying Plan during the period from March 1, 2024 to March 28, 2024, while the 2024 ASR Program was in effect.

During the third quarter of 2024, the Buying Plan was further amended to allow RBCCM to purchase an aggregate amount of $ 100.0 million of the Company’s common stock during the Repurchase Period, not to exceed $ 50.0 million in a quarter.

The execution of share repurchases is dependent on the Company’s stock price reaching certain levels.

During the year ended December 31, 2024, the Company repurchased approximately 1.4 million shares for approximately $ 63.1 million as part of the Buying Plan, which were retired and recorded as a reduction to stockholders’ equity.

Effective January 1, 2023, the Company’s share repurchases are subject to a 1% excise tax as a result of the Inflation Reduction Act of 2022.

As of December 31, 2023, there was no exercise tax liability as the fair market value of the Company’s common stock issuances in 2023 exceeded the fair market value of the total repurchases during the same period.

During the year ended December 31, 2023, there were no other repurchases of the Company’s common stock under the 2020 Repurchase Program.

As of December 31, 2024, the Company recorded an immaterial excise tax liability on its accompanying Consolidated Balance Sheet.

As of December 31, 2024, there remained an outstanding authorization to repurchase approximately 5.7 million shares of the Company’s outstanding common stock under the 2020 Repurchase Program.

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The Company records a portion of the purchase price of the repurchased shares as an increase to accumulated deficit when the price of the shares repurchased exceeds the average original proceeds per share received from the issuance of common stock in accordance with its accounting policy.

During the years ended December 31, 2023 and 2022, the cumulative price of $ 94.7 million and $ 90.1 million, respectively, were recorded as increases to accumulated deficit.

During the years ended December 31, 2024, 2023 and 2022, the cumulative price of $ 47.9 million, $ 94.7 million and $ 90.1 million, respectively, was recorded as increases to accumulated deficit.

Benefit Plans

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The 2023 Restructuring Plan was materially completed in the fourth quarter of 2023.

The following table summarizes the 2023 Plan restructuring activities during the year ended December 31, 2023:

(In thousands) Employee

Severance and

Related Benefits Other Costs Total

Liability at December 31, 2022

Charges 4,620 4,748 9,368

Non-cash items* — ( 948 ) ( 948 )

Payments ( 4,152 ) ( 2,600 ) ( 6,752 )

Liability at December 31, 2023

$ 468 $ 1,200 $ 1,668

_________________________________________

* The non-cash items of $ 0.9 million related to the write-down of software licenses for engineering development tools.

During the years ended December 31, 2022 and 2021, the Company did not initiate any restructuring programs.

Income (loss) before taxes consisted of the following:

Years Ended December 31,

For the Years Ended December 31,

(In thousands) 2024 2023 2022

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The provision for (benefit from) income taxes was comprised of:

Years Ended December 31,

For the Years Ended December 31,

(In thousands) 2024 2023 2022

$ 1,075 $ 183 $ ( 112 )

Current $ 2,760 $ 1,075 $ 183

( 9,447 ) ( 126,734 ) 2,479

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federal statutory regular tax rate were as follows:

Years Ended December 31,

For the Years Ended December 31,

2024 2023 2022

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Deferred tax assets:

Depreciation and amortization $ — $ 3,247

Lease liabilities $ 6,384 $ 6,607

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Lease right-of-use assets ( 4,498 ) ( 4,589 )

Deferred revenue — ( 76 )

Depreciation and amortization ( 9,077 ) ( 5,078 )

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Valuation allowance ( 26,790 ) ( 25,056 )

Net deferred tax assets (liabilities) $ 123,430 $ ( 21,933 )

Net deferred tax assets $ 133,292 $ 123,430

As of December 31,

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( 3,174 ) ( 4,462 )

Net deferred tax assets (liabilities) $ 123,430 $ ( 21,933 )

Net deferred tax assets $ 133,292 $ 123,430

The Company periodically evaluates the realizability of its net deferred tax assets based on all available evidence, both positive and negative.

The realizability of the Company’s net deferred tax assets is dependent on its ability to generate sufficient future taxable income during periods prior to the expiration of tax attributes to fully utilize these assets.

During the second quarter of 2023, based on all available positive and negative evidence, the Company determined that it was appropriate to release the valuation allowance on the majority of the Company’s U.S.

During 2023, based on all available positive and negative evidence, the Company determined that it was appropriate to release the valuation allowance on the majority of the Company’s U.S.

federal and other state deferred tax assets.

During the third quarter of 2023, the Company further adjusted its valuation allowance release as a result of a change in forecasted income and tax expense, primarily due to the sale of intangible assets as part of the PHY IP group divestiture.

The Company recognized a $ 177.9 million tax benefit during the year ended December 31, 2023 as a result of the valuation allowance release.

During the second quarter of 2023, the Company reached a cumulative income position over the previous three years.

The cumulative three-year income is considered positive evidence, which is considered objective and verifiable, and thus received significant weighting.

Additional positive evidence considered by the Company in its assessment included recent utilization of tax attribute carryforwards and future forecasts of continued profitability in the United States.

Negative evidence the Company considered included economic uncertainties, including volatility of the industry, and the possibility of a recession or a decline in the market.

Upon considering the relative impact of all evidence during the second quarter of 2023, both negative and positive, and the weight accorded to each, the Company concluded that it was more likely than not that the majority of its deferred tax assets would be realizable, with the exception of primarily its California research and development credits that have not met the “more likely than not” realization threshold criteria.

As a result, the Company released the related valuation allowance against the majority of its federal and state deferred tax assets.

The effect of the valuation allowance release is included as a component of the benefit from income taxes in the accompanying Consolidated Statements of Operations.

The Company has U.S.

federal deferred tax assets related to research and development credits, foreign tax credits and other tax attributes that can be used to offset U.S.

federal taxable income in future periods.

These credit carryforwards will expire if they are not used within certain time periods.

It is possible that some or all of these attributes could ultimately expire unused.

Upon considering the relative impact of all evidence during 2024, both negative and positive, and the weight accorded to each, the Company concluded that it was more likely than not that the majority of its deferred tax assets would be realizable, with the exception of primarily its California research and development credits that have not met the “more likely than not” realization threshold criteria.

As a result, the Company continues to maintain a valuation allowance on only those deferred tax assets that it does not think will be realizable.

The following table presents the tax valuation allowance information for the years ended December 31, 2024, 2023 and 2022:

6 unchanged sentences

* Amounts not charged to operations are charged to other comprehensive income or retained earnings.

As of December 31, 2023, the Company had California and other state net operating loss carryforwards of $ 167.7 million and $ 0.8 million, respectively.

As of December 31, 2024, the Company had California net operating loss carryforwards of $ 171.9 million.

As of December 31, 2024, the Company had federal research and development tax credit carryforwards of $ 41.6 million and foreign tax credits of $ 1.0 million.

As of December 31, 2024, the Company had California research and development tax credit carryforwards of $ 30.0 million and California alternative minimum tax credit carryforwards of $ 0.5 million.

The federal foreign tax credits and research and development credits begin to expire in 2024.

Approximately $ 3.9 million of federal foreign tax credits will expire in 2024.

The federal research and development tax credits begin to expire in 2028.

The Company’s foreign tax credits will continue to carryover and do not begin to expire until 2028, if unused.

The California net operating losses begin to expire in 2031.

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The annual limitations could result in the expiration of the net operating loss and tax credit carryforwards prior to utilization.

As of December 31, 2023, the Company had $ 185.7 million of unrecognized tax benefits including $ 31.7 million recorded as a reduction of long-term deferred tax assets, $ 75.0 million recorded as a reduction of other assets associated with refundable withholding taxes previously withheld from licensees in South Korea and $ 78.9 million recorded to long-term income taxes payable, which are primarily comprised of $ 77.1 million in income taxes payable related to withholding taxes previously withheld from licensees in South Korea.

As a result of recent court rulings in South Korea, the Company has determined that they may be entitled to refund claims for foreign taxes previously withheld from licensees in South Korea.

If the Company is

successful in recovering the $ 162.2 million of refundable withholding taxes from South Korea, the refund would result in an offsetting reduction in U.S.

foreign tax credits.

The Company recognizes that there are numerous risks and uncertainties associated with the ultimate collection of this refund.

The Company previously maintained an offsetting reserve for the entire amount of refundable withholding taxes previously withheld in South Korea.

During the year ended December 31, 2023, the Company concluded it is more likely than not it will recover withholding taxes withheld during the past five years and accordingly filed a claim in October 2023 for refund of certain refundable withholding taxes and recorded an income taxes receivable of $ 82.7 million, with an offsetting long-term payable of $ 72.6 million and a reduction in long-term deferred tax assets of $ 10.1 million for the reduction in U.S.

foreign tax credits.

The Company has recorded a receivable for the portion of withholding taxes paid subsequent to the third quarter of 2023 for which it intends to file a future refund claim.

The Company has not recorded a receivable for the portion of potentially available refunds for which a claim for refund has not been submitted or for which the Company does not intend to pursue at this time, as the Company does not believe recovery of those taxes would be more likely than not if a refund claim were submitted.

The Company continues to evaluate the potential for recovery of these taxes and has therefore established an offsetting reserve for the entire amount of potentially refundable withholding taxes previously withheld in South Korea, for which a claim for refund has not been submitted.

As of December 31, 2022, the Company had $ 164.5 million of unrecognized tax benefits, including $ 19.6 million recorded as a reduction of long-term deferred tax assets, $ 143.6 million recorded as a reduction of other assets associated with refundable withholding taxes previously withheld from licensees in South Korea and $ 1.3 million recorded to long-term income taxes payable.

As of December 31, 2024, the Company had $ 203.8 million of unrecognized tax benefits, before interest accrual, including $ 22.8 million recorded as a reduction of long-term deferred tax assets, $ 74.8 million recorded as a reduction of other assets associated with refundable withholding taxes previously withheld from licensees in South Korea and $ 106.2 million recorded to long-term income taxes payable, which are primarily comprised of $ 105.1 million in income taxes payable related to withholding taxes previously withheld from licensees in South Korea.

As a result of recent court rulings in 2023, the Company determined that it is more likely than not that withholding taxes paid in South Korea in the preceding five years are recoverable.

In October 2023, the Company filed refund claims for withholding taxes paid in South Korea in the amount of $ 82.7 million related to the period from the fourth quarter of 2018 through the third quarter of 2023.

The Company intends to file additional refund claims in the future for $ 4.2 million of withholding taxes paid in the fourth quarter of 2023 and $ 18.2 million paid in 2024.

Therefore, the Company recorded long-term tax receivables of $ 110.0 million and $ 88.8 million as of December 31, 2024 and 2023, respectively.

If the South Korea withholding taxes are recovered through the refund claim process, the U.S.

foreign tax credit claimed for these withholding taxes on historical federal tax returns will be forfeited.

Therefore, during the year ended December 31, 2023, the Company recorded a long-term tax payable in the amount of $ 72.6 million and a reduction to deferred tax assets related to foreign tax credits in the amount of $ 10.1 million.

During the year ended December 31, 2024, the Company utilized most of the foreign tax credits.

Therefore, the Company recorded a long-term tax payable of $ 105.1 million as of December 31, 2024.

These amounts exclude interest and reflect the future U.S.

federal tax liability in the event of filing amended federal tax returns to revise the foreign tax credit amounts.

The recovery of South Korea withholding taxes paid before the fourth quarter of 2018 of $ 74.8 million is uncertain due to the statute of limitations for filing a refund claim.

Thus, the Company did not record a long-term tax receivable and included the amount in the uncertain tax benefit disclosure below.

As of December 31, 2023, the Company had $ 185.7 million of unrecognized tax benefits, including $ 31.7 million recorded as a reduction of long-term deferred tax assets, $ 75.0 million recorded as a reduction of other assets associated with refundable withholding taxes previously withheld from licensees in South Korea and $ 78.9 million recorded to long-term income taxes payable, which were primarily comprised of $ 77.1 million in income taxes payable related to withholding taxes previously withheld from licensees in South Korea.

A reconciliation of the beginning and ending amounts of unrecognized income tax benefits for the years ended December 31, 2024, 2023 and 2022 was as follows:

Years Ended December 31,

For the Years Ended December 31,

(In thousands) 2024 2023 2022

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( 971 ) ( 391 ) ( 199 )

— — ( 5,606 )

Balance as of December 31

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The Company recognizes interest and penalties related to uncertain tax positions as a component of the income tax provision (benefit).

At December 31, 2023 and 2022, an immaterial amount of interest and penalties was included in long-term income taxes payable.

As of December 31, 2024 and 2023, an immaterial amount of interest and penalties was included in long-term income taxes payable.

Rambus files income tax returns for the U.S., California, India and various other state and foreign jurisdictions.

6 unchanged sentences

The estimated potential reduction in the Company’s unrecognized tax benefits in the next 12 months would not be material.

At December 31, 2023, no other income taxes (state or foreign) have been provided on undistributed earnings of approximately $ 50.3 million from the Company’s international subsidiaries since these earnings have been, and under current plans will continue to be, indefinitely reinvested outside the United States, with the exception of France.

As of December 31, 2024, no other income taxes (state or foreign) have been provided on undistributed earnings of approximately $ 58.0 million from the Company’s international subsidiaries since these earnings have been, and under current plans will continue to be, indefinitely reinvested outside the United States, with the exception of France.

If the non-France earnings were distributed, the Company would incur approximately $ 1.4 million of foreign withholding taxes and an immaterial amount of U.S.

Litigation and Asserted Claims

Litigation and Contingent Liability

Rambus is not currently a party to any material pending legal proceeding;

3 unchanged sentences

The Company records a contingent liability when it is probable that a loss has been incurred and the amount is reasonably estimable in accordance with accounting for contingencies.

2023 Divestiture

In July 2023, the Company entered into an asset purchase agreement (the “Purchase Agreement”) with Cadence Design Systems, Inc.

5 unchanged sentences

The divestiture of the PHY IP group did not represent a strategic shift that would have a major effect on the Company’s consolidated results of operations, and therefore its results of operations were not reported as discontinued operations.

Concurrent with the Transaction, the Company also recorded a charge of approximately $ 10.0 million in the Company’s Consolidated Statements of Operations during the year ended December 31, 2023.

Concurrent with the Transaction, the Company also recorded a charge of approximately $ 10.0 million in its Consolidated Statements of Operations during the year ended December 31, 2023.

The charge was primarily related to the accelerated amortization of software licenses that were not directly part of the PHY IP disposal group.

There were no acquisitions during the year ended December 31, 2023.

2022 Acquisition

36 unchanged sentences

Additionally, the pro forma financial results do not include any anticipated synergies or other expected benefits from the acquisition:

Years Ended December 31,

(In thousands) 2022 2021

Total revenue $ 457,852 $ 336,258

Net income (loss) $ ( 13,251 ) $ 19,452

The pro forma net loss for 2022 was adjusted to exclude $ 1.2 million of acquisition-related costs incurred during the year ended December 31, 2023.

Consequently, the pro forma net income for 2021 was adjusted to include these costs.

2021 Acquisitions

On July 2, 2021 (the “AnalogX Closing Date”), the Company completed its acquisition of AnalogX, a premier interconnect IP company, by acquiring all of its outstanding shares.

The Company acquired AnalogX for total consideration of approximately $ 47.5 million, including certain adjustments for working capital, which consisted of $ 40.4 million in initial cash consideration at the AnalogX Closing Date and additional deferred payments totaling approximately $ 7.4 million, initially recorded at its present value of approximately $ 7.1 million, (the “Deferred Payments”).

The Deferred Payments will be paid in cash over three years following the AnalogX Closing Date, in three installments on each of the dates that are 12 months, 24 months and 36 months following the AnalogX Closing Date.

A portion of the purchase price, $ 5.9 million of the consideration, was deposited into an escrow account to fund indemnification obligations and other contractual provisions, to be released 12 months after the AnalogX Closing Date.

The addition of the technology and expertise from AnalogX augments the Company’s SerDes offerings and CXL memory interconnect initiative.

As part of the acquisition, the Company agreed to pay certain AnalogX employees $ 3.5 million in cash over three years following the AnalogX Closing Date (the “AnalogX Retention Bonus”), to be paid in three equal installments on each of the dates that are 12 months, 24 months and 36 months following the AnalogX Closing Date.

The AnalogX Retention Bonus payouts are subject to the condition of continued employment.

Therefore, the AnalogX Retention Bonus payouts will be treated as compensation and will be expensed ratably over the retention period.

As of December 31, 2021, the Company had incurred approximately $ 0.8 million in external acquisition costs in connection with the transaction, which were expensed as incurred.

The fair value of the intangible assets acquired was determined by management primarily by using the estimated current replacement cost under the cost approach.

The fair values of the remaining assets acquired and liabilities assumed approximated their carrying values at the AnalogX Closing Date.

The Company performed a valuation of the net assets acquired as of the AnalogX Closing Date.

The total consideration from the business combination was allocated as of the Closing Date and reflects adjustments made through the measurement period to finalize the purchase price accounting, as follows:

(In thousands) Total

Cash and cash equivalents $ 2,763

Accounts receivable 280

Unbilled receivables 1,566

Prepaid expenses and other current assets 1,354

Identified intangible assets 6,800

Goodwill 39,309

Property, plant and equipment, net 118

Accounts payable ( 1,112 )

Deferred revenue ( 23 )

Income taxes payable ( 7,127 )

Other current liabilities ( 215 )

Total $ 47,513

The goodwill arising from the acquisition was primarily attributed to synergies related to the combination of new and complementary technologies of the Company and the assembled workforce of the acquired business.

Approximately $ 26.9 million of the goodwill was deductible for tax purposes.

The identified intangible assets assumed in the acquisition of AnalogX were recognized as follows based upon their estimated fair values as of the acquisition date:

Total Estimated Weighted-Average Useful Life

(in thousands) (in years)

Existing technology $ 6,300 5 years

Customer contracts and contractual relationships 500 2 years

IPR&D 3,800 Not applicable

Total $ 10,600

IPR&D consisted of multiple projects relating to the development of various high-speed SerDes technologies.

The projects were expected to be completed within the subsequent three years .

In the third quarter of 2023, the Company disposed the $ 3.8 million related to the AnalogX IPR&D in connection with the divestiture of the Company’s PHY IP group.

Refer to Note 20, “Divestiture,” for additional information.

On June 16, 2021, the Company announced that it had entered into an agreement to acquire PLDA, a provider of high-speed interconnect solutions.

On August 18, 2021 (the “PLDA Closing Date”), the Company completed its acquisition of PLDA by acquiring all of its outstanding shares.

Under the terms of the Share Purchase Agreement, the total consideration of approximately $ 85.6 million was comprised of $ 67.1 million in closing cash consideration, 0.3 million shares of the Company’s common stock (valued based on the Company’s closing stock price at the PLDA Closing Date, which amounted to approximately $ 6.9 million) and up to an additional $ 21.0 million to be paid in shares of common stock, valued at $ 16.9 million as of the acquisition date (the “fair value of the earn-out liability”), subject to certain revenue targets of the acquired business for the subsequent three years.

The fair value of the earn-out liability will be remeasured each quarter, depending on the acquired business’s revenue performance relative to target over the applicable period.

The Company classified its liability for the contingent earn-out consideration related to the PLDA acquisition within Level 3 of the fair value hierarchy because the fair value is determined using significant unobservable inputs.

A portion of the purchase price, $ 10.0 million of the consideration, was deposited into an escrow account to fund indemnification obligations and other contractual provisions, to be released 24 months after the PLDA Closing Date.

The addition of the technology and expertise from PLDA augments the Company’s digital controller IP and CXL memory interconnect initiative.

As part of the acquisition, the Company agreed to pay certain PLDA employees $ 3.0 million in cash over three years following the PLDA Closing Date (the “PLDA Retention Bonus”), to be paid in three equal installments on each of the dates that were 12 months, 24 months and 36 months following the PLDA Closing Date.

The PLDA Retention Bonus payouts are subject to the condition of continued employment.

Therefore, the PLDA Retention Bonus payouts will be treated as compensation and expensed ratably over the retention period.

As of December 31, 2021, the Company had incurred approximately $ 1.4 million in external acquisition costs in connection with the transaction, which were expensed as incurred.

The fair value of the intangible assets acquired was determined by management primarily by using the multi-period excess earnings method under the income approach.

This method reflects the present value of the projected cash flows that are expected to be generated by the existing technologies less charges representing the contribution of other assets to those cash

The fair values of the remaining assets acquired and liabilities assumed approximated their carrying values at the PLDA Closing Date.

The Company performed a valuation of the net assets acquired as of the PLDA Closing Date.

The total consideration from the business combination was allocated as of the Closing Date as follows:

(In thousands) Total

Cash and cash equivalents $ 5,820

Accounts receivable 2,233

Inventories 125

Prepaid expenses and other current assets 836

Identified intangible assets 21,400

Goodwill 57,543

Property, plant and equipment, net 679

Operating lease right-of-use asset 864

Other assets 339

Accounts payable ( 1,046 )

Accrued salaries and benefits ( 814 )

Deferred revenue ( 514 )

Income taxes payable ( 118 )

Operating lease liability ( 852 )

Deferred tax liability ( 8,180 )

Other current liabilities ( 74 )

Total $ 85,641

This goodwill was not deductible for tax purposes.

The identified intangible assets assumed in the acquisition of PLDA were recognized as follows based upon their estimated fair values as of the acquisition date:

Total Estimated Weighted-Average Useful Life

(in thousands) (in years)

Existing technology $ 20,400 3 to 5 years

Customer contracts and contractual relationships 1,000 2 years

IPR&D 7,400 Not applicable

Total $ 28,800

IPR&D consisted of multiple projects relating to the development of PLDA’s PCIe Gen 6 and CXL 3.0 technologies.

The projects are expected to be completed within 36 months from the date of acquisition.

The acquired IPR&D will not be amortized until completion of the related products which are determined by when the underlying project reaches technological feasibility and commences commercial production.

Upon completion, the IPR&D projects will be amortized over their respective useful lives, which are expected to range between three years and five years .

Unaudited Pro Forma Combined Consolidated Financial Information

The following pro forma financial information presents the combined results of operations for the Company and AnalogX and PLDA as if the acquisitions had occurred on January 1, 2020.

The pro forma financial information was prepared for comparative purposes only and does not purport to be indicative of the actual operating results that would have been recorded had the acquisitions actually taken place on January 1, 2020, and should not be taken as indicative of future consolidated

operating results.

Additionally, the pro forma financial results do not include any anticipated synergies or other expected benefits from the acquisitions:

(In thousands) For the Year Ended December 31, 2021

For the Year Ended

(In thousands) December 31, 2022

Total revenue $ 457,852

Net income $ 16,533

The pro forma net income for 2021 was adjusted to exclude $ 2.2 million of acquisition-related costs incurred in 2021.

Net loss $ ( 13,251 )

The pro forma net loss for 2022 was adjusted to exclude $ 1.2 million of acquisition-related costs incurred in 2023.

INDEX TO EXHIBITS

44 unchanged sentences

10.28(16)+ Amendment 2 to Semiconductor Patent License Agreement, dated March 31, 2023, between Registrant and SK hynix.

10.29(21) Asset Purchase Agreement by and between Rambus Inc.

and Cadence Design Systems, Inc., dated as of July 19, 2023.

10.30(22) Form of Accelerated Share Repurchase Program Agreement.

10.29+ Amendment 3 to Semiconductor Patent License Agreement, dated December 10, 2024, between Registrant and Micron Technology, Inc.

19.1 Insider Trading Policy .

21.1 Subsidiaries of Registrant.

23.1 Consent of Independent Registered Public Accounting Firm.

23.1 Consent of KPMG LLP, Independent Registered Public Accounting Firm.

Exhibit Number Description of Document

Power of Attorney.

23.2 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.

24.1 Power of Attorney (included on the signature page to this A nnual Report on Form 10- K ) .

31.1 Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

13 unchanged sentences

______________________________________

Previously submitted.

* Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.

** Confidential treatment has been granted with respect to certain portions of this exhibit.

Omitted portions have been filed separately with the Securities and Exchange Commission.

+ Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10).

† The certifications furnished in Exhibit 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

† The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

2 unchanged sentences

333-22885) filed on April 24, 1997.

(3) Incorporated by reference to the Form 10-K filed on February 23, 2024.

(4) Incorporated by reference to the Form 10-Q filed on May 7, 2021.

3 unchanged sentences

(8) Incorporated by reference to the Form 8-K filed on May 6, 2020.

(8) Incorporated by reference to the Form 10-Q filed on May 3, 2010.

(9) Incorporated by reference to the Form 8-K filed on October 29, 2018.

(10) Incorporated by reference to the Form 10-Q/A filed on January 13, 2014.

(11) Incorporated by reference to the Form 10-Q filed on July 29, 2013.

(12) Incorporated by reference to the Form 10-K filed on February 21, 2014.

(13) Incorporated by reference to the Form 10-Q filed on July 23, 2015.

(10) Incorporated by reference to the Form 10-Q filed on August 2, 2019.

5 unchanged sentences

(16) Incorporated by reference to the Form 10-Q filed on May 5, 2023.

(21) Incorporated by reference to the Form 8-K filed on July 20, 2023.

(22) Incorporated by reference to the Form 8-K filed on August 11, 2023.

Pursuant to the requirements of Section 13 or 15(d) 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.

25 unchanged sentences

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