What changed in this filing

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Item 1A. Risk Factors

2025-08-05 compared with 2025-05-13 · 30 added, 28 removed, 463 unchanged (11% of the section changed)

2 unchanged sentences

Restrictions on international trade, such as tariffs and other controls on imports or exports of goods and technology can adversely affect our business and supply chain.

In response to U.S.

tariffs, several countries have imposed or threatened reciprocal tariffs and other retaliatory measures.

International trade restrictions may impact the cost and availability of raw materials, components, and finished goods, which could lead to supply chain disruptions, increased costs, and lower margins.

The global trade situation is highly dynamic, and modifications to tariffs may occur, as may additional sector-based trade measures.

These trade restrictions may impact the cost and availability of raw materials, components, and finished goods, which could lead to supply chain disruptions, increased costs, and lower margins.

There is currently significant uncertainty about the future relationship between the U.S.

and various other countries with respect to trade policies, treaties, tariffs, and taxes.

The global trade situation has been highly dynamic during the first half of 2025, and in addition to the possibility of new or modified tariffs, sector-based trade measures may be implemented.

For example, the U.S.

Department of Commerce initiated an investigation into imports of semiconductors, semiconductor manufacturing equipment, and related products.

The rapid and fluctuating changes in global trade policies have contributed to greater market volatility and general economic uncertainties, including the risk of recession, and could adversely affect customer demand, delay purchasing decisions, or limit our ability to operate efficiently in key markets.

If we are unable to mitigate any negative impacts of tariffs, trade restrictions, or related market

volatility through pricing adjustments, operational efficiencies, or alternative sourcing strategies, our business, financial condition, and results of operations could be materially and adversely affected.

The rapid and fluctuating changes in global trade policies have contributed to greater market volatility and general economic uncertainties, including the risk of inflation and recession, and could adversely affect customer demand, delay purchasing decisions, or limit our ability to operate efficiently in key markets.

If we are unable to mitigate any negative impacts of tariffs, trade restrictions, or related market volatility through pricing adjustments, operational efficiencies, or alternative sourcing strategies, our business, financial condition, and results of operations could be materially and adversely affected.

We are subject to the cyclical nature of the semiconductor industry, which has been subject to significant fluctuations

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We believe the semiconductor industry recently suffered a downturn due in large part to adverse macroeconomic conditions, characterized by a slowdown in overall GDP performance and factory activity in certain regions, higher levels of customer inventory, the impact of tariffs on trade relations, and greater overall uncertainty regarding the economy.

This downturn has negatively affected, and may continue to have an adverse effect on, our business and operating results.

Future downturns may adversely effect our business and operating results.

Competition within the numerous markets we target may reduce sales of our products and reduce our market share

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In addition, as we target and supply products to numerous markets and applications, we face competition from a relatively large number of competitors.

We compete with Broadcom, Espressif, Infineon, MediaTek, Microchip, Nordic Semiconductor, NXP, Qualcomm, Renesas, STMicroelectronics, Synaptics, Telink, Texas Instruments and others.

We compete with

Broadcom, Espressif, Infineon, MediaTek, Microchip, Nordic Semiconductor, NXP, Qualcomm, Renesas, STMicroelectronics, Synaptics, Telink, Texas Instruments and others.

We expect to face competition in the future from our current competitors, other manufacturers and designers of semiconductors, and start-up semiconductor design companies.

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We routinely face attacks that attempt to breach our security protocols, gain access to or disrupt our computerized systems or steal proprietary company, customer, partner or employee information.

These attacks are

sometimes successful.

These attacks are sometimes successful.

These attacks may be due to security breaches, employee error, theft, malfeasance, phishing schemes, ransomware, faulty password or data security management, or other irregularities.

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We rely on information technology for the effective operation of our business.

Our systems are subject to damage or interruption from a number of potential sources, including natural disasters, accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, theft, physical or electronic break-ins, cyber-attacks, sabotage, vandalism, or similar events or disruptions, including those described in the risk factor entitled “ We may be the victim of business disruptions and security breaches, including cyber-attacks, which could lead to liability or could damage our reputation and financial results ,” above.

damage our reputation and financial results ,” above.

Our security measures may not detect or prevent such security breaches.

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Some of our current and potential competitors have longer operating histories, significantly greater resources and name recognition and a larger base of customers than we have.

As a result, these competitors may have greater credibility with

our existing and potential customers.

As a result, these competitors may have greater credibility with our existing and potential customers.

They also may be able to adopt more aggressive pricing policies and devote greater resources to the development, promotion and sale of their products than we can to ours.

13 unchanged sentences

semiconductor industry.

Government incentives, including any that may be offered in connection with the CHIPS Act, may not be available to us on acceptable terms or at all, and to the extent that the incoming administration modifies or repeals the CHIPS Act, the availability of any such incentives may be even less certain.

Government incentives, including any that may be offered in connection with the CHIPS Act, may not be available to us on acceptable terms or at all, and the current administration’s creation of the US Investment Accelerator and its negotiations of grants under the CHIPS Act may make the availability of any such incentives even less certain.

If our competitors can benefit from such government incentives and we cannot, it could strengthen our competitors’ relative position and have a material adverse effect on our reputation and business.

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This has included the establishment of a headquarters in Singapore for non-U.S.

During the three months ended April 5, 2025, the percentage of our revenues derived from outside of the United States was 91% (and the revenue associated with end customers in China was 13%, and revenue attributed to China based on shipped-to location was 33%).

During the six months ended July 5, 2025, the percentage of our revenues derived from outside of the United States was 89% (and the revenue associated with end customers in China was 13%, and revenue attributed to China based on shipped-to location was 32%).

We may not be able to maintain or increase global market demand for our products.

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We also expect that we will need to continue to expand, train, manage and motivate our workforce.

All of these endeavors will require substantial management effort, and we anticipate that we will require additional management personnel and internal processes to manage these efforts and to plan for the succession from time to time of certain persons who have been key management and technical personnel.

All of these endeavors will

require substantial management effort, and we anticipate that we will require additional management personnel and internal processes to manage these efforts and to plan for the succession from time to time of certain persons who have been key management and technical personnel.

If we are unable to effectively manage our expanding global operations, including our international headquarters in Singapore, our business could be materially and adversely affected.

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As a result, we have devoted and expect to continue to devote a large amount of resources to develop products based on new and emerging technologies and standards that will be commercially introduced in the future.

Research and development expense during the three months ended April 5, 2025 was $88.2 million, or 49.6% of revenues.

Research and development expense during the six months ended July 5, 2025 was $176.0 million, or 47.5% of revenues.

A number of companies are actively involved in the development of these new technologies and standards.

1 unchanged sentence

In addition, if we do not correctly anticipate new technologies and standards, or if the products that we develop based on these new technologies and standards fail to achieve market acceptance, our competitors may be better able to address market demand than we would.

Furthermore, if markets for these new technologies and standards develop later than we anticipate, or do not develop at all,

demand for our products that are currently in development would suffer, resulting in lower sales of these products than we currently anticipate.

Furthermore, if markets for these new technologies and standards develop later than we anticipate, or do not develop at all, demand for our products that are currently in development would suffer, resulting in lower sales of these products than we currently anticipate.

We depend on our key personnel to manage our business effectively in a rapidly changing market, and if we are unable to retain our current personnel and hire additional personnel, our ability to develop and successfully market our products could be harmed

5 unchanged sentences

The loss of any of our key employees or the inability to attract or retain qualified personnel both in the United States and internationally, including engineers, sales, applications and marketing personnel, could delay the development and introduction of, and negatively impact our ability to sell, our products.

In addition, changes to immigration laws and visa policies in the United States and other jurisdictions may restrict our ability to recruit or retain foreign nationals in key technical roles.

These regulatory constraints, including increased scrutiny or delays in visa processing, could limit our access to highly specialized talent and adversely affect our hiring flexibility and long-term innovation capacity.

If we are unable to develop or acquire new and enhanced products that achieve market acceptance in a timely manner, our operating results and competitive position could be harmed

43 unchanged sentences

The future growth of our business will depend in large part on our ability to manage our relationships with current and future distributors and sales representatives, develop additional channels for the distribution and sale of our products and manage these relationships.

During the three months ended April 5, 2025, 66% of our revenue was derived from distributors (and 45% of our revenue was derived from our two largest distributors).

During the six months ended July 5, 2025, 68% of our revenue was derived from distributors (and 47% of our revenue was derived from our two largest distributors).

As we execute our indirect sales strategy, we must manage the potential conflicts that may arise with our direct sales efforts.

126 unchanged sentences

As a result of this material weakness, management concluded that our disclosure controls and procedures and internal control over financial reporting were not effective as of December 30, 2023.

During the quarter ended December 28, 2024, we successfully completed the testing necessary to conclude that the material weakness has been remediated.

While the material weakness has been remediated, we continue to seek improvements to enhance our control environment and to strengthen our internal controls to provide reasonable assurance that our financial statements continue to be fairly stated in all material respects.

During the quarter ended December 28, 2024, we successfully completed the testing necessary to conclude that the material weakness had been remediated.

While the material weakness was remediated, we continue to seek improvements to enhance our control environment and to strengthen our internal controls to provide reasonable assurance that our financial statements continue to be fairly stated in all material respects.

Should new material weaknesses arise or be discovered in the future, material misstatements could occur and go undetected in our interim or annual consolidated financial statements.

If we fail to remediate any future material weaknesses or maintain proper and effective internal control over financial reporting in the future, we may be required to restate our financial statements, experience delays in satisfying our reporting obligations or fail to comply with SEC rules and regulations, which could result in investigations and sanctions by regulatory authorities.

If we fail to remediate any future material

weaknesses or maintain proper and effective internal control over financial reporting in the future, we may be required to restate our financial statements, experience delays in satisfying our reporting obligations or fail to comply with SEC rules and regulations, which could result in investigations and sanctions by regulatory authorities.

Any of these results could adversely affect our business and the value of our common stock.

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We also receive communications from customers or suppliers requesting indemnification for allegations brought against them by third parties.

Some of these allegations have resulted, and may result in the future, in our

involvement in litigation.

Some of these allegations have resulted, and may result in the future, in our involvement in litigation.

We have certain contractual obligations to defend and indemnify our customers from certain infringement claims.

23 unchanged sentences

Although a third-party licensor is typically obligated to indemnify us if the licensed technology infringes on another party’s intellectual property rights, such indemnification is typically limited in amount and may be worthless if the licensor becomes insolvent.

See Significant litigation over intellectual property in our industry may cause us to become involved in costly and lengthy litigation which could seriously harm our business.

See Significant litigation over intellectual property in our industry may cause us to become involved in costly and lengthy

litigation which could seriously harm our business.

Furthermore, any failure of third-party technology to perform properly would adversely affect sales of our products incorporating such technology.

55 unchanged sentences

Unregistered Sales of Equity Securities and Use of Proceeds

There were no repurchases of our common stock during the three months ended April 5, 2025.

There were no repurchases of our common stock during the three months ended July 5, 2025.

Defaults Upon Senior Securities

3 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-Q

Item 1A. Risk Factors