Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have performed an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the Exchange Act). Based on that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were effective as of January 3, 2026 to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosures.
Changes in Internal Control over Financial Reporting
There was no change in our internal controls during the fiscal quarter ended January 3, 2026 that materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements.
Our management assessed the effectiveness of our internal control over financial reporting as of January 3, 2026. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013 framework). Based on our assessment we concluded that, as of January 3, 2026, our internal control over financial reporting is effective based on those criteria.
Our independent registered public accounting firm, Deloitte & Touche LLP, issued an attestation report on our internal control over financial reporting; their report is included herein.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Silicon Laboratories Inc.
Opinion on Internal Control Over Financial Reporting
We have audited the internal control over financial reporting of Silicon Laboratories Inc. and subsidiaries (the “Company”) as of January 3, 2026, 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 Company maintained, in all material respects, effective internal control over financial reporting as of January 3, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended January 3, 2026, of the Company and our report dated February 10, 2026 expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible 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 internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
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 (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.
/s/ Deloitte & Touche LLP
Austin, Texas
February 10, 2026
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Item 9B. Other Information
Rule 10b5-1 Trading Arrangements
The following table describes contracts, instructions, or written plans for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) entered into or terminated during the quarter ended January 3, 2026 by our directors and officers (as defined under Rule 16b-1(f) of the Exchange Act). There were no non-Rule 10b5-1 trading arrangements entered into or terminated by our directors and officers during the quarter ended January 3, 2026.
Name and Title of Director or Officer Date of Adoption of Arrangement Duration of the Arrangement Aggregate Number of Securities to be Purchased or Sold Pursuant to the Arrangement
R. Matthew Johnson
President & CEO
November 06, 2025 Expires November 06, 2026
24,193 1
(1) Represents the total number of shares that may be sold under the trading arrangement, which includes shares underlying restricted stock units (“RSUs”) and performance share units (“PSUs”). The actual number of shares sold may be less based on tax withholdings and performance and vesting conditions of the award s.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
Part III
Certain information required by Part III is omitted from this report because we intend to file a definitive Proxy Statement pursuant to Regulation 14A (the “Proxy Statement”) no later than 120 days after the end of the fiscal year covered by this report, and certain information to be included therein is incorporated herein by reference.
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
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Part IV
Item 15. Exhibits and Financial Statement Schedules
(a) 1. Financial Statements
Index
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 34 )
F- 1
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)
F- 3
Consolidated Balance Sheets at January 3, 2026 and December 28, 2024
F- 4
Consolidated Statements of Operations for the fiscal years ended January 3, 2026 , December 28, 2024 and December 30, 2023
F- 5
Consolidated Statements of Comprehensive Loss for the fiscal years ended January 3, 2026 , December 28, 2024 and December 30, 2023
F- 6
Consolidated Statements of Changes in Stockholders’ Equity for the fiscal years ended January 3, 2026 , December 28, 2024 and December 30, 2023
F- 7
Consolidated Statements of Cash Flows for the fiscal years ended January 3, 2026 , December 28, 2024 and December 30, 2023
F- 8
Notes to Consolidated Financial Statements
F- 9
2. Schedules
All schedules have been omitted since the information required by the schedule is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements and notes thereto.
3. Exhibits
The exhibits listed on the accompanying index to exhibits immediately following the Consolidated Financial Statements are filed as part of, or hereby incorporated by reference into, this Form 10-K.
(b) Exhibits
The following exhibits are filed as part of this report:
Exhibit
Number
3.1* Fifth Amended and Restated Certificate of Incorporation of Silicon Laboratories Inc. (filed as Exhibit 3.1 to the Form 10-Q filed on August 8, 2025).
3.2* Fifth Amended and Restated Bylaws of Silicon Laboratories Inc. (filed as Exhibit 3.1 to the Form 8-K filed on February 3, 2021).
4.1* Description of Registrant’s Securities Registered under Section 12 of the Exchange Act (filed as Exhibit 4.7 to the Form 10 - K filed on February 1, 2023).
10.1*+ Form of Indemnification Agreement between Silicon Laboratories Inc. and each of its directors and executive officers (filed as Exhibit 10.1 to the IPO Registration Statement).
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Exhibit
Number
10.2* Credit Agreement, dated July 31, 2012, by and among Silicon Laboratories Inc., the subsidiaries of the borrower identified therein, Bank of America, N.A., Wells Fargo Bank, National Association, and Regions Bank (filed as Exhibit 10.1 to the Form 8-K filed August 1, 2012).
10.3* First Amendment to Credit Agreement, dated July 24, 2015, by and among Silicon Laboratories Inc., the subsidiaries of the borrower identified therein, Wells Fargo Bank, National Association, Citibank, N.A., Regions Bank, Bank of America, N.A. and the lenders party thereto (filed as Exhibit 10.1 to the Form 8-K filed on July 29, 2015).
10.4* Second Amendment to Credit Agreement, dated February 27, 2017, by and among Silicon Laboratories Inc., the subsidiaries of the borrower identified therein, Wells Fargo Bank, National Association and the lenders party thereto (filed as Exhibit 10.1 to the Form 8-K filed on February 27, 2017).
10.5* Third Amendment to Credit Agreement, dated August 7, 2019, by and among Silicon Laboratories Inc., the subsidiaries of the borrower identified therein, Wells Fargo Bank, National Association and the lenders party thereto (filed as Exhibit 10.1 to the Form 8-K filed on August 7, 2019).
10.6* Fourth Amendment to Credit Agreement, dated May 26, 2020, by and among Silicon Laboratories Inc., the subsidiaries of the borrower identified therein, Wells Fargo Bank, National Association and the lenders party thereto (filed as Exhibit 10.1 to the Form 8-K filed on May 27, 2020).
10.7* Security and Pledge Agreement, dated July 31, 2012, by and among Silicon Laboratories Inc., with the other parties identified as “Obligors” (as defined therein) and such other parties that may become Obligors thereunder after the date thereof, and Bank of America, N.A (filed as Exhibit 10.2 to the Form 8-K filed August 1, 2012).
10.8*+ Form of Restricted Stock Units Grant Notice and Global Restricted Stock Units Award Agreement under Registrant’s 2009 Stock Incentive Plan, as amended and restated (filed as Exhibit 10.7 to the Form 10-K filed on February 1, 2017).
10.9*+ Form of Market Stock Units Grant Notice and Global Market Stock Units Award Agreement under Registrant’s 2009 Stock Incentive Plan, as amended and restated (filed as Exhibit 10.8 to the Form 10-K filed on February 1, 2017).
10.10*+ Form of Stock Option Grant Notice and Global Stock Option Award Agreement under Registrant’s 2009 Stock Incentive Plan, as amended and restated (filed as Exhibit 10.9 to the Form 10-K filed on February 1, 2017).
10.11*+ Silicon Laboratories Inc. Form of Executive Severance Agreement (filed as Exhibit 10.2 to the Form 8-K filed on May 17, 2021).
10.12*+ Silicon Laboratories Inc. Form of Performance Stock Units Grant Notice and Global PSU Award Agreement under Registrant’s 2009 Stock Incentive Plan, as amended and restated (filed as Exhibit 10.3 to the Form 8-K filed on May 17, 2021).
10.13*+ Silicon Laboratories Inc. 2009 Stock Incentive Plan (As Amended and Restated on April 22, 2021) (filed as Exhibit 4.3 to the Form S-8 filed on May 5, 2021).
10.14*+ Silicon Laboratories Inc. 2009 Employee Stock Purchase Plan (As Amended and Restated on April 22, 2021) (filed as Exhibit 4.4 to the Form S-8 filed on May 5, 2021).
10.15*+ Silicon Laboratories Inc. Form of Performance Stock Units Grant Notice and Global PSU Award Agreement under Registrant’s 2009 Stock Incentive Plan, as amended and restated (filed as Exhibit 10.1 to the Form 8-K filed on December 23, 2021).
10.16*+ Silicon Laboratories Inc. Form of Performance Stock Units Grant Notice and Global PSU Award Agreement under Registrant’s 2009 Stock Incentive Plan, as amended and restated (filed as Exhibit 10.20 to the Form 10-K filed on February 1, 2023).
10.17*+ Fifth Amendment to Credit Agreement, dated June 30, 2023, by and among Silicon Laboratories Inc., the subsidiaries of the borrower identified therein, Wells Fargo Bank, National Association and the lenders party thereto (filed as Exhibit 10.1 to the Form 8-K filed on July 3, 2023).
10.18*+ Silicon Laboratories Inc. Form of Performance Stock Units Grant Notice and Global PSU Award Agreement under Registrant’s 2009 Stock Incentive Plan, as amended and restated (filed as Exhibit 10.19 to the Form 10-K filed on February 20, 2024).
10.19+ Silicon Laboratories Inc. Form of Performance Stock Units Grant Notice and Global PSU Award Agreement under Registrant’s 2009 Stock Incentive Plan, as amended and restated .
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Exhibit
Number
19* Insider Trading Policy (filed as Exhibit 19 to the Form 10-K filed on February 4, 2025.)
21 Subsidiaries of the Registrant.
23.1 Consent of Independent Registered Public Accounting Firm (Deloitte & Touche LLP) .
23.2 Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP).
24 Power of Attorney (included on signature page to this Form 10-K).
31.1 Certification of the Principal Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Principal Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification as required by Section 906 of the Sarbanes-Oxley Act of 2002.
97* Policy Relating to Recovery of Erroneously Awarded Compensation (filed as Exhibit 97 to the Form 10-K filed on February 20, 2024).
101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
________________________________________
* Incorporated herein by reference to the indicated filing.
+ Management contract or compensatory plan or arrangement
Item 16. Form 10-K Summary
None.
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SIGNATURES
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, in Austin, Texas, on February 10, 2026.
SILICON LABORATORIES INC.
By: /s/ R. Matthew Johnson
R. Matthew Johnson
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints R. Matthew Johnson and Dean Butler and each of them, acting individually, as his or her attorney-in-fact, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this annual report on Form 10-K and other documents in connection herewith and therewith, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection herewith and therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Name Title Date
/s/ Navdeep S. Sooch Chairman of the Board February 10, 2026
Navdeep S. Sooch
/s/ R. Matthew Johnson President, Chief Executive Officer and Director February 10, 2026
R. Matthew Johnson (Principal Executive Officer)
/s/ Dean Butler Senior Vice President and Chief Financial Officer February 10, 2026
Dean Butler (Principal Financial Officer)
/s/ Mark D. Mauldin Chief Accounting Officer February 10, 2026
Mark D. Mauldin (Principal Accounting Officer)
/s/ William G. Bock Director February 10, 2026
William G. Bock
/s/ Gregg Lowe Director February 10, 2026
Gregg Lowe
/s/ Sherri Luther Director February 10, 2026
Sherri Luther
/s/ Nina Richardson Director February 10, 2026
Nina Richardson
/s/ Sumit Sadana Director February 10, 2026
Sumit Sadana
/s/ Christy Wyatt Director February 10, 2026
Christy Wyatt
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Silicon Laboratories Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Silicon Laboratories Inc. and subsidiaries (the “Company”) as of January 3, 2026 and the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity, and cash flows, for the year ended January 3, 2026, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 3, 2026 and the results of its operations and its cash flows for the year ended January 3, 2026, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 3, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 10, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit 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 financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the 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.
Inventories – Inventory Valuation — Refer to Note 2 to the financial statements
Critical Audit Matter Description
Inventory is stated at the lower of cost, determined using the first-in, first-out method, or net realizable value. The Company writes down the carrying value of inventory to net realizable value if it is obsolete or unmarketable based upon the age of inventory or if quantities are in excess of customer demand. Inventory not identified to be written down due to aging is compared to an eighteen-month forecasted demand to identify potential excess inventory quantities on hand. Management estimates of forecasted demand is based on various assumptions, including but not limited to assumptions regarding product life cycles and market conditions. As of January 3, 2026, the Company’s inventory balance was $95.6 million.
We identified inventory valuation as a critical audit matter because of the significant assumptions management makes with regards to estimating the forecasted demand. Performing audit procedures to evaluate the reasonableness of management’s estimates of forecasted demand required a high degree of auditor judgment and increased audit effort.
F-1
Table of Contents
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management’s estimates of forecasted demand used in the valuation of inventory included the following, among others:
• We tested the effectiveness of internal controls over management’s provisions for slow moving and obsolete inventories, including internal controls designed to review and approve forecasted demand and the underlying assumptions regarding product life cycles and market conditions.
• We evaluated management’s ability to accurately estimate forecasted demand by comparing estimates made in prior periods to the historical actual results for those same periods.
• We made inquiries of Company personnel including executive, sales and marketing, and operations personnel about product life cycles and market conditions and compared expectations to those included in the forecasted demand.
• We selected a sample of inventory products and tested the forecasted demand by comparing internal and external information (e.g., historical sales, customer backlog, communications with customers, product life cycles and market conditions, as applicable) with the Company’s forecast.
• We considered, when relevant, the existence of contradictory evidence based on reading of internal financial and operational information used by management and the board of directors, Company press releases, and analysts’ reports, as well as our observations and inquiries as to changes within the business and evidence obtained through other areas of the audit.
/s/ Deloitte & Touche LLP
Austin, Texas
February 10, 2026
We have served as the Company's auditor since 2025.
F-2
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Silicon Laboratories Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Silicon Laboratories Inc. (the Company) as of December 28, 2024, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 28, 2024, and 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 at December 28, 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 28, 2024, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits 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 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 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We served as the Company’s auditor from 1996 to 2024.
Austin, Texas
February 4, 2025
F-3
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Silicon Laboratories Inc.
Consolidated Balance Sheets
(In thousands, except per share data)
January 3,
2026 December 28,
2024
Assets
Current assets:
Cash and cash equivalents $ 364,222 $ 281,607
Short-term investments 79,400 100,554
Accounts receivable, net 64,513 54,479
Inventories 95,566 105,639
Prepaid expenses and other current assets 70,316 59,754
Total current assets 674,017 602,033
Property and equipment, net 128,643 132,136
Goodwill 376,389 376,389
Other intangible assets, net 23,130 36,499
Other assets, net 67,138 75,617
Total assets $ 1,269,317 $ 1,222,674
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 50,717 $ 42,448
Deferred revenue and returns liability 5,359 3,073
Other current liabilities 87,711 52,362
Total current liabilities 143,787 97,883
Other non-current liabilities 31,112 44,770
Total liabilities 174,899 142,653
Commitments and contingencies (Note 11)
Stockholders’ equity:
Preferred stock – $ 0.0001 par value; 10,000 shares authorized; no shares issued
— —
Common stock – $ 0.0001 par value; 250,000 shares authorized; 32,955 and 32,458 shares issued and outstanding at January 3, 2026 and December 28, 2024, respectively
3 3
Additional paid-in capital 157,402 78,227
Retained earnings 936,814 1,001,721
Accumulated other comprehensive income 199 70
Total stockholders’ equity 1,094,418 1,080,021
Total liabilities and stockholders’ equity $ 1,269,317 $ 1,222,674
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-4
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Silicon Laboratories Inc.
Consolidated Statements of Operations
(In thousands, except per share data)
Year Ended
January 3,
2026 December 28,
2024 December 30,
2023
Revenues $ 784,764 $ 584,386 $ 782,258
Cost of revenues 327,781 272,198 321,672
Gross profit 456,983 312,188 460,586
Operating expenses:
Research and development 353,246 332,225 337,744
Selling, general and administrative 174,278 145,453 146,996
Operating expenses 527,524 477,678 484,740
Operating loss ( 70,541 ) ( 165,490 ) ( 24,154 )
Other income (expense):
Interest income and other, net 13,604 11,987 19,165
Interest expense ( 975 ) ( 1,310 ) ( 5,554 )
Loss before income taxes ( 57,912 ) ( 154,813 ) ( 10,543 )
Provision for income taxes 6,995 36,197 7,943
Equity-method loss — — ( 16,030 )
Net loss $ ( 64,907 ) $ ( 191,010 ) $ ( 34,516 )
Loss per share:
Basic $ ( 1.98 ) $ ( 5.93 ) $ ( 1.09 )
Diluted $ ( 1.98 ) $ ( 5.93 ) $ ( 1.09 )
Weighted-average common shares outstanding:
Basic 32,721 32,191 31,804
Diluted 32,721 32,191 31,804
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-5
Table of Contents
Silicon Laboratories Inc.
Consolidated Statements of Comprehensive Loss
(In thousands)
Year Ended
January 3,
2026 December 28,
2024 December 30,
2023
Net loss $ ( 64,907 ) $ ( 191,010 ) $ ( 34,516 )
Other comprehensive income, before tax:
Net changes to available-for-sale securities:
Unrealized gains arising during the period 189 1,277 7,709
Reclassification for losses (gains) included in net loss ( 25 ) 41 4,596
Net changes to cash flow hedges:
Unrealized gains arising during the period 248 684 210
Reclassification for gains included in net loss ( 248 ) ( 644 ) ( 250 )
Other comprehensive income, before tax 164 1,358 12,265
Provision for income taxes 35 263 2,602
Other comprehensive income 129 1,095 9,663
Comprehensive loss $ ( 64,778 ) $ ( 189,915 ) $ ( 24,853 )
The accompanying notes are an integral part of these Consolidated Financial Statements.
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Table of Contents
Silicon Laboratories Inc.
Consolidated Statements of Changes in Stockholders’ Equity
(In thousands)
Shares Common
Stock Additional
Paid-In
Capital Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Total
Stockholders’
Equity
Balance as of December 31, 2022 31,994 $ 3 $ — $ 1,415,693 $ ( 10,688 ) $ 1,405,008
Net loss — — — ( 34,516 ) — ( 34,516 )
Other comprehensive income — — — — 9,663 9,663
Stock issuances, net of shares withheld for taxes 505 — ( 3,577 ) — — ( 3,577 )
Repurchases of common stock ( 1,522 ) — ( 24,578 ) ( 188,446 ) — ( 213,024 )
Stock-based compensation — — 48,688 — — 48,688
Convertible debt activity 920 — ( 3,560 ) — — ( 3,560 )
Balance as of December 30, 2023 31,897 3 16,973 1,192,731 ( 1,025 ) 1,208,682
Net loss — — — ( 191,010 ) — ( 191,010 )
Other comprehensive income — — — — 1,095 1,095
Stock issuances, net of shares withheld for taxes 561 — ( 88 ) — — ( 88 )
Stock-based compensation — — 61,342 — — 61,342
Balance as of December 28, 2024 32,458 3 78,227 1,001,721 70 1,080,021
Net loss — — — ( 64,907 ) — ( 64,907 )
Other comprehensive income — — — — 129 129
Stock issuances, net of shares withheld for taxes 497 — ( 1,068 ) — — ( 1,068 )
Stock-based compensation — — 80,243 — — 80,243
Balance as of January 3, 2026 32,955 $ 3 $ 157,402 $ 936,814 $ 199 $ 1,094,418
The accompanying notes are an integral part of these Consolidated Financial Statements.
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Silicon Laboratories Inc.
Consolidated Statements of Cash Flows
(In thousands)
Year Ended
January 3,
2026 December 28,
2024 December 30,
2023
Operating Activities
Net loss $ ( 64,907 ) $ ( 191,010 ) $ ( 34,516 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation of property and equipment 24,716 25,551 25,707
Amortization of other intangible assets 13,369 23,034 25,374
Amortization of debt discount and debt issuance costs — — 960
Stock-based compensation expense 80,324 61,503 48,208
Equity-method loss — — 16,030
Deferred income taxes 881 29,470 ( 11,815 )
Changes in operating assets and liabilities:
Accounts receivable ( 10,034 ) ( 25,184 ) 42,142
Inventories 9,992 88,494 ( 93,398 )
Prepaid expenses and other assets 8,826 27,362 ( 10,733 )
Accounts payable 6,333 ( 15,155 ) ( 25,644 )
Other current liabilities and income taxes 36,781 ( 21,768 ) ( 37,793 )
Deferred revenue and returns liability 2,286 956 ( 4,663 )
Other non-current liabilities ( 12,859 ) ( 17,163 ) 29,793
Net cash provided by (used in) operating activities 95,708 ( 13,910 ) ( 30,348 )
Investing Activities
Purchases of marketable securities ( 34,790 ) ( 73,602 ) ( 103,485 )
Sales of marketable securities 15,393 54,227 395,565
Maturities of marketable securities 40,716 131,858 200,530
Purchases of property and equipment ( 29,922 ) ( 11,748 ) ( 22,282 )
Proceeds from capital-related government incentives 578 — —
Proceeds from sale of equity investment — 12,382 —
Purchases of other assets ( 4,000 ) — ( 520 )
Net cash provided by (used in) investing activities ( 12,025 ) 113,117 469,808
Financing Activities
Proceeds from issuance of debt — — 80,000
Payments on debt — ( 45,000 ) ( 571,157 )
Repurchases of common stock — ( 16 ) ( 217,137 )
Payment of taxes withheld for vested stock awards ( 15,706 ) ( 16,434 ) ( 18,189 )
Proceeds from the issuance of common stock 14,638 16,346 14,612
Net cash used in financing activities ( 1,068 ) ( 45,104 ) ( 711,871 )
Increase (decrease) in cash and cash equivalents 82,615 54,103 ( 272,411 )
Cash and cash equivalents at beginning of period 281,607 227,504 499,915
Cash and cash equivalents at end of period $ 364,222 $ 281,607 $ 227,504
Supplemental Disclosure of Cash Flow Information:
Interest paid $ 634 $ 988 $ 4,471
Income taxes paid $ 10,958 $ 19,120 $ 31,713
Noncash financing activities:
Issuance of common stock in connection with settlement of convertible debt $ — $ — $ 148,487
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-8
Table of Contents
Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
January 3, 2026
1. Description of Business
Silicon Laboratories Inc. (the “Company”), a Delaware corporation, is a leader in secure, intelligent wireless technology for a more connected world. Our integrated hardware and software platform, intuitive development tools, industry-leading ecosystem, and robust support help customers build advanced industrial, commercial, home, and life applications. The Company provides analog-intensive, mixed-signal solutions for use in a variety of electronic products in a broad range of applications for the Internet of Things (“IoT”) including connected home and security, industrial automation and control, smart metering, smart lighting, commercial building automation, consumer electronics, asset tracking, and medical instrumentation. Within the semiconductor industry, the Company is known as a “fabless” company meaning that the integrated circuits (“ICs”) incorporated in its products are manufactured by third-party foundry semiconductor companies.
2. Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The Company prepares financial statements on a 52- or 53-week fiscal year that ends on the Saturday closest to December 31. Fiscal 2025, had 53 weeks with the extra week occurring in the first quarter of the year. Fiscal 2024 and 2023 had 52 weeks. Fiscal 2025, 2024, and 2023 ended on January 3, 2026, December 28, 2024, and December 30, 2023, respectively. The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Foreign Currency Transactions
The Company’s foreign subsidiaries are considered to be extensions of the U.S. Company. The functional currency of the foreign subsidiaries is the U.S. dollar. Accordingly, gains and losses resulting from remeasuring transactions denominated in currencies other than U.S. dollars are included in interest income and other, net in the Consolidated Statements of Operations.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Among the significant estimates affecting the financial statements are those related to inventories, goodwill, acquired intangible assets, other long-lived assets, revenue recognition, stock-based compensation, and income taxes. Actual results could differ from those estimates, and such differences could be material to the financial statements. The Company periodically reviews the assumptions used in its financial statement estimates.
Fair Value of Financial Instruments
The fair values of the Company’s financial instruments are recorded using a hierarchical disclosure framework based upon the level of subjectivity of the inputs used in measuring assets and liabilities. The three levels are described below:
Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2 - Inputs other than Level 1 that are directly or indirectly observable, such as quoted prices for similar assets or liabilities and quoted prices in less active markets.
Level 3 - Inputs are unobservable for the asset or liability and are developed based on the best information available in the circumstances, which might include the Company’s own data.
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Table of Contents
Silicon Laboratories Inc.
Notes to Consolidated Financial Statements (Continued)
January 3, 2026
2. Significant Accounting Policies (Continued)
Cash and Cash Equivalents
Cash and cash equivalents consist of cash deposits, time deposits and money market funds.
Investments
The Company’s investments typically have original maturities greater than ninety days as of the date of purchase and are classified as available-for-sale securities. Investments in available-for-sale securities are reported at fair value, with unrealized gains and losses, net of tax, recorded as a component of accumulated other comprehensive income in the Consolidated Balance Sheet. Investments in which the Company has the ability and intent, if necessary, to liquidate in order to support its current operations (including those with contractual maturities greater than one year from the date of purchase) are classified as short-term.
The Company reviews its available-for-sale investments as of the end of each reporting period for declines in fair value based on the specific identification method. The Company records an allowance for credit loss when a decline in fair value is due to credit-related factors. The Company considers various factors in determining whether an investment is impaired, including the severity of the impairment, changes in underlying credit ratings, forecasted recovery, its intent to sell or the likelihood that it would be required to sell the investment before its anticipated recovery in market value and the probability that the scheduled cash payments will continue to be made. When the Company concludes that a credit-related impairment has occurred, the Company assesses whether it intends to sell the security or if it is more likely than not that it will be required to sell the security before recovery. If either of these two conditions is met, the Company recognizes a charge in earnings equal to the entire difference between the security’s amortized cost basis and its fair value. If the Company does not intend to sell a security and it is not more likely than not that it will be required to sell the security before recovery, the unrealized loss is separated into an amount representing the credit loss, which is recognized in earnings, and the amount related to all other factors, which is recorded in accumulated other comprehensive income.
In addition, the Company has made equity investments in non-publicly traded companies. Equity investments in which the Company does not have control, but has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method. The Company’s proportionate share of income or loss is recorded in equity-method earnings in the Consolidated Statements of Operations. For equity investments in which the Company does not have control or the ability to exercise significant influence over operating and financial policies, the Company has elected to use the measurement alternative under Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, to value non-marketable equity investments that do not have readily determinable fair values. Under the alternative, these non-marketable equity investments are recorded at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes of the same or similar securities in observable transactions. The Company periodically reviews its equity investments for declines in fair value based on the specific identification method and writes down investments to their estimated fair values when it determines that a decline has occurred. In fiscal 2023, the Company sold its ownership in Walden Technology Ventures III, a limited partnership, and recognized the loss in the Consolidated Statement of Operations.
Derivative Financial Instruments
The Company uses derivative financial instruments to manage certain exposures to the variability of foreign currency exchange rates. The Company’s objective is to offset increases and decreases in expenses resulting from these exposures with gains and losses on the derivative contracts, thereby reducing volatility of earnings. The Company does not use derivative contracts for speculative or trading purposes. The Company recognizes derivatives, on a gross basis, in the Consolidated Balance Sheet at fair value. Cash flows from derivatives are classified according to the nature of the cash receipt or payment in the Consolidated Statement of Cash Flows.
The Company also uses foreign currency forward contracts to reduce the earnings impact that exchange rate fluctuations have on non-U.S. dollar balance sheet exposures. The Company does not apply hedge accounting to these foreign currency forward contracts.
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Table of Contents
Silicon Laboratories Inc.
Notes to Consolidated Financial Statements (Continued)
January 3, 2026
2. Significant Accounting Policies (Continued)
Inventories
Inventories are stated at the lower of cost, determined using the first-in, first-out method, or net realizable value. The Company writes down the carrying value of inventory to net realizable value for estimated obsolescence or unmarketable inventory based upon assumptions about the age of inventory, future demand and market conditions. Inventory impairment charges establish a new cost basis for inventory and charges are not subsequently reversed to income even if circumstances later suggest that increased carrying amounts are recoverable.
Government Incentives
Incentives provided by government entities are recognized when we have reasonable assurance that we have complied with the conditions of the incentive, if any, and that the incentive will be received. Incentives for specific operating activities are recognized as a reduction to expense in the same line item on the Consolidated Statements of Operations as the expenditure for which the incentive is intended to compensate. Incentives related to the acquisition or construction of fixed assets are recognized as a reduction to property, plant and equipment within the Consolidated Balance Sheets and a reduction to depreciation expense over the useful life of the corresponding acquired asset.
The Company receives incentives from governmental agencies in the United States, Singapore, France, and Canada, principally in the form of cash grants and refundable tax credits. As of January 3, 2026, the Company recognized receivables related to these incentives of $ 23.7 million in Prepaid expenses and other current assets and $ 6.3 million in Other assets, net . As of December 28, 2024, the Company recognized receivables of $ 5.2 million in Prepaid expenses and other current assets and $ 4.9 million in Other assets, net.
In fiscal 2025, Cost of revenues and Research and development benefited by $ 1.8 million and $ 13.9 million, respectively, from a reduction in depreciation expense and operating-related incentives, and property, plant and equipment was reduced by $ 11.3 million from government incentives related to capital expenditures. In fiscal 2024, Cost of revenues and Research and development benefited by $ 0.7 million and $ 4.0 million, respectively, from a reduction in depreciation expense and operating-related incentives, and property, plant and equipment was reduced by $ 1.1 million from government incentives related to capital expenditures. In fiscal 2023, the impact to Cost of revenues and Research and development was not material.
Property and Equipment
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the useful lives of the assets ranging from three to fifteen years . Leasehold improvements are depreciated over the lease term or their useful life, whichever is shorter.
The Company owns the facilities for its headquarters in Austin, Texas. The buildings are located on land which is leased through 2099 from a third party. The rents for these ground leases were prepaid for the term of the leases. The buildings and leasehold interest in ground leases are being depreciated on a straight-line basis over their estimated useful lives of 40 years and 86 years, respectively.
Business Combinations
The Company records business combinations using the acquisition method of accounting and, accordingly, allocates the fair value of acquisition consideration to the assets acquired and liabilities assumed based on their fair values at the acquisition date. The excess of the fair value of purchase consideration over the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The results of operations of the businesses acquired are included in the Company’s consolidated results of operations beginning on the date of the acquisition.
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Table of Contents
Silicon Laboratories Inc.
Notes to Consolidated Financial Statements (Continued)
January 3, 2026
2. Significant Accounting Policies (Continued)
Long-Lived Assets
Purchased intangible assets are stated at cost, net of accumulated amortization, and are amortized using the straight-line method over their estimated useful lives, ranging from seven to twelve years . Fair values are determined primarily using the income approach, in which the Company projects future expected cash flows and applies an appropriate discount rate.
Long-lived assets “held and used” by the Company are reviewed for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets and is recorded in the period in which the determination was made.
The Company tests goodwill for impairment annually as of the first day of its fourth fiscal quarter and in interim periods if events occur that would indicate that the carrying value of goodwill may be impaired. When testing goodwill for impairment, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. The Company has identified that the business operates as a single operating segment and as a single reporting unit for the purpose of goodwill impairment testing. If a quantitative test is necessary, the Company assesses goodwill for impairment by comparing the fair value of the reporting unit to its carrying amount, including goodwill. In determining fair value, several valuation methodologies are allowed, although quoted market prices are the best evidence of fair value. If the fair value of the reporting unit is less than its carrying amount, an impairment loss is recognized equal to that excess amount in the fiscal quarter in which the determination is made.
Leases
At the commencement date of a lease, the Company recognizes a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term. The lease liability is measured at the present value of lease payments over the lease term. As its leases typically do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date taking into consideration necessary adjustments for collateral, depending on the facts and circumstances of the lessee and the leased asset, and term to match the lease term. The right-of-use (“ROU”) asset is measured at cost, which includes the initial measurement of the lease liability and initial direct costs incurred by the Company and excludes lease incentives. Lease liabilities are recorded in other current liabilities and other non-current liabilities. ROU assets are recorded in other assets, net.
Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease costs are recognized on a straight-line basis over the lease term. Lease agreements that contain both lease and non-lease components are generally accounted for separately.
Revenue Recognition
Revenue is recognized when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Substantially all of the Company’s contracts with customers contain a single performance obligation, the sale of mixed-signal integrated circuit (IC) products. This performance obligation is satisfied when control of the product is transferred to the customer, which typically occurs upon shipment. Unsatisfied performance obligations primarily represent contracts for products with future delivery dates. The Company has opted to not disclose the amount of unsatisfied performance obligations as these contracts have original expected durations of less than one year .
The transaction price reflects the Company’s expectations about the consideration it will be entitled to receive from the customer and may include fixed or variable amounts. Variable consideration primarily includes sales made to distributors under agreements allowing for credits to be issued to the distributor due to price protection and certain rights of return, referred to as stock rotation. The Company estimates variable consideration at the most likely amount to which it expects to be entitled. The estimate is based on information available to the Company, including recent sales activity and pricing data.
F-12
Table of Contents
Silicon Laboratories Inc.
Notes to Consolidated Financial Statements (Continued)
January 3, 2026
2. Significant Accounting Policies (Continued)
The Company applies a constraint to its variable consideration estimate which considers both the likelihood of a return and the amount of a potential price concession. Variable consideration that does not meet revenue recognition criteria is deferred. The Company’s products carry a one-year replacement warranty, which is accounted for as an assurance-type warranty. Payments are typically due within 30 days of invoicing and do not include a significant financing component.
Shipping and Handling
Shipping and handling costs are classified as a component of cost of revenues in the Consolidated Statements of Operations.
Stock-Based Compensation
The Company has stock-based compensation plans, which are more fully described in Note 14, Stock-Based Compensation . The Company accounts for those plans using a fair-value method and recognizes the expense in its Consolidated Statement of Operations.
Research and Development
Research and development costs are expensed as incurred. Research and development expense consists primarily of personnel-related expenses, including stock-based compensation, as well as new product masks, external consulting and services costs, equipment tooling, equipment depreciation, amortization of intangible assets, and an allocated portion of our occupancy costs. Assets purchased to support the Company’s ongoing research and development activities are capitalized when related to products which have achieved technological feasibility or have an alternative future use, and are amortized over their estimated useful lives.
Advertising
Advertising costs are expensed as incurred. Advertising expenses were not material for any of the periods presented.
Income Taxes
The Company accounts for income taxes using the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax laws and related rates that will be in effect when the differences are expected to reverse. These differences result in deferred tax assets and liabilities, which are included in the Company’s Consolidated Balance Sheets. The Company then assesses the likelihood that the deferred tax assets will be realized. A valuation allowance is established against deferred tax assets to the extent the Company believes that it is more likely than not that the deferred tax assets will not be realized, taking into consideration the level of historical taxable income and projections for future taxable income over the periods in which the temporary differences are deductible.
Uncertain tax positions must meet a more-likely-than-not threshold to be recognized in the financial statements and the tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon final settlement. See Note 16, Income Taxes , for additional information.
Adoption of New Accounting Standard
The Company adopted FASB ASU 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures on January 3, 2026 on a prospective basis. This ASU requires that reporting entities disclose specific categories in the effective tax rate reconciliation as well as information about income taxes paid. The authoritative guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The requirements of this ASU are
F-13
Table of Contents
Silicon Laboratories Inc.
Notes to Consolidated Financial Statements (Continued)
January 3, 2026
2. Significant Accounting Policies (Continued)
disclosure-related and did not have an impact on the Company’s consolidated financial position and results of operations. See Note 16, Income Taxes , for the updated income tax disclosures as a result of adopting this ASU.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) . This ASU requires that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The prescribed categories include purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion. This authoritative guidance is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect of this new guidance on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) . This ASU clarifies and modernizes the accounting for costs related to internal-use software. The amendments in the ASU are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Entities may apply the guidance using a prospective, retrospective or modified transition approach. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the effect of this new guidance on its consolidated financial statements.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832). This ASU establishes authoritative guidance about the recognition, measurement, and presentation of a grant received by a business entity from a government, including guidance for 1) a grant related to an asset and 2) a grant related to income. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. Entities may apply the guidance using a modified prospective or modified retrospective approach. Early adoption is permitted in both interim and annual reporting periods. The Company is currently evaluating the effect of this new guidance on its consolidated financial statements.
3. Earnings (Loss) Per Share
The following table sets forth the computation of basic and diluted loss per share (in thousands, except per share data):
Year Ended
January 3,
2026 December 28,
2024 December 30,
2023
Net loss $ ( 64,907 ) $ ( 191,010 ) $ ( 34,516 )
Shares used in computing basic loss per share 32,721 32,191 31,804
Effect of dilutive securities:
Stock-based awards and convertible debt — — —
Shares used in computing diluted loss per share 32,721 32,191 31,804
Loss per share:
Basic $ ( 1.98 ) $ ( 5.93 ) $ ( 1.09 )
Diluted $ ( 1.98 ) $ ( 5.93 ) $ ( 1.09 )
Diluted shares for fiscal 2025 excluded 0.3 million shares, fiscal 2024 excluded 0.2 million shares, and fiscal 2023 excluded 0.9 million shares due to the Company’s net loss for the periods.
F-14
Table of Contents
Silicon Laboratories Inc.
Notes to Consolidated Financial Statements (Continued)
January 3, 2026
3. Earnings (Loss) Per Share (Continued)
The Company irrevocably elected to settle the principal amount of its 0.625 % convertible senior notes due 2025 (the “2025 Notes”) in cash and any excess value in shares in the event of a conversion. In June 2023, the Company paid $ 535.0 million in cash and issued 0.9 million shares of common stock in connection with the conversions and redemptions of the 2025 Notes. Securities that were anti-dilutive were insignificant and were excluded from the computation of diluted earnings per share in all periods presented.
4. Fair Value of Financial Instruments
The following summarizes the valuation of the Company’s financial instruments (in thousands). The tables do not include either cash on hand or assets and liabilities that are measured at historical cost or any basis other than fair value.
Fair Value Measurements
at January 3, 2026 Using Total
Description Quoted Prices in
Active Markets for
Identical Assets
(Level 1) Significant Other
Observable
Inputs
(Level 2)
Cash equivalents:
Money market funds $ 206,051 $ — $ 206,051
Time deposit — 5,595 5,595
Total cash equivalents $ 206,051 $ 5,595 $ 211,646
Short-term investments:
Government debt securities $ — $ 79,400 $ 79,400
Total short-term investments $ — $ 79,400 $ 79,400
Total $ 206,051 $ 84,995 $ 291,046
Fair Value Measurements
at December 28, 2024 Using Total
Description Quoted Prices in
Active Markets for
Identical Assets
(Level 1) Significant Other
Observable
Inputs
(Level 2)
Cash equivalents:
Money market funds $ 188,057 $ — $ 188,057
Total cash equivalents $ 188,057 $ — $ 188,057
Short-term investments:
Corporate debt securities $ — $ 13,514 $ 13,514
Government debt securities — 87,040 87,040
Total short-term investments $ — $ 100,554 $ 100,554
Total $ 188,057 $ 100,554 $ 288,611
Valuation methodology
The Company’s cash equivalents and short-term investments that are classified as Level 2 are valued using non-binding market consensus prices that are corroborated with observable market data; quoted market prices for similar
F-15
Table of Contents
Silicon Laboratories Inc.
Notes to Consolidated Financial Statements (Continued)
January 3, 2026
4. Fair Value of Financial Instruments (Continued)
instruments in active markets; quoted prices in less active markets; or pricing models, such as a discounted cash flow model, with all significant inputs derived from or corroborated with observable market data.
The following summarizes the components of available-for-sale investments:
Reported As
As of January 3, 2026 Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash Equivalent Marketable Securities
Time deposits $ 5,595 $ — $ — $ 5,595 $ 5,595 $ —
Government debt securities 79,148 252 — 79,400 — 79,400
Money market funds 206,051 — — 206,051 206,051 —
Total $ 290,794 $ 252 $ — $ 291,046 $ 211,646 $ 79,400
Reported As
As of December 28, 2024 Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash Equivalent Marketable Securities
Corporate debt securities $ 13,517 $ 12 $ ( 15 ) $ 13,514 $ — $ 13,514
Government debt securities 86,949 141 ( 49 ) 87,040 — 87,040
Money market funds 188,057 — — 188,057 188,057 —
Total $ 288,523 $ 153 $ ( 64 ) $ 288,611 $ 188,057 $ 100,554
Contractual maturities of investments
The Company’s available-for-sale investments are reported at fair value, with unrealized gains and losses, net of tax, recorded as a component of accumulated other comprehensive income in the Consolidated Balance Sheet. The following summarizes the contractual underlying maturities of the Company’s available-for-sale investments at January 3, 2026 (in thousands):
Cost Fair
Value
Due in one year or less $ 69,647 $ 69,822
Due after one year through five years 9,501 9,578
$ 79,148 $ 79,400
F-16
Table of Contents
Silicon Laboratories Inc.
Notes to Consolidated Financial Statements (Continued)
January 3, 2026
4. Fair Value of Financial Instruments (Continued)
Unrealized Gains and Losses
The available-for-sale investments that were in a continuous unrealized loss position, aggregated by length of time that individual securities have been in a continuous loss position, were as follows (in thousands):
Less Than 12 Months 12 Months or Greater Total
As of December 28, 2024 Fair
Value Gross
Unrealized
Losses Fair
Value Gross
Unrealized
Losses Fair
Value Gross
Unrealized
Losses
Corporate debt securities $ — $ — $ 4,187 $ ( 15 ) $ 4,187 $ ( 15 )
Government debt securities 26,318 ( 49 ) — — 26,318 ( 49 )
$ 26,318 $ ( 49 ) $ 4,187 $ ( 15 ) $ 30,505 $ ( 64 )
There were no gross unrealized losses as of January 3, 2026. The gross unrealized losses as of December 28, 2024 were due primarily to changes in market interest rates.
The Company records an allowance for credit loss when a decline in investment market value is due to credit-related factors. When evaluating an investment for impairment, the Company reviews factors such as the severity of the impairment, changes in underlying credit ratings, forecasted recovery, the Company’s intent to sell or the likelihood that it would be required to sell the investment before its anticipated recovery in market value and the probability that the scheduled cash payments will continue to be made. As of January 3, 2026, there were no material declines in the market value of available-for-sale investments due to credit-related factors.
Fair values of other financial instruments
The fair value of the Company’s 2025 Notes was determined using observable market prices. The notes were traded in less active markets and were therefore classified as a Level 2 fair value measurement. No notes were outstanding as of January 3, 2026.
The Company’s other financial instruments, including cash, accounts receivable and accounts payable, are recorded at amounts that approximate their fair values due to their short maturities. The Company’s foreign currency derivative instruments are valued using discounted cash flow models. The assumptions used in preparing the valuation models include foreign exchange rates, forward and spot prices for currencies and market observable data of similar instruments.
5. Derivative Financial Instruments
The Company uses derivative financial instruments to manage certain exposures to the variability of foreign currency exchange rates. The Company’s objective is to offset increases and decreases in expenses resulting from these exposures with gains and losses on the derivative contracts, thereby reducing volatility of earnings.
Cash Flow Hedges
Foreign Currency Forward Contracts
The Company may use foreign currency forward contracts to reduce the earnings impact that exchange rate fluctuations have on operating expenses denominated in currencies other than the U.S. dollar. Changes in the fair value of the contracts are recorded in accumulated other comprehensive income in the Consolidated Balance Sheet and subsequently reclassified into earnings in the period during which the hedged transaction is recognized. The reclassified amount is reported in the same financial statement line item as the hedged item. If the foreign currency forward contracts are terminated or can no longer qualify as hedging instruments prior to maturity, the fair value of the contracts recorded in accumulated other comprehensive income may be recognized in the Consolidated Statement of Operations based on an assessment of the contracts at the time of termination. As of January 3, 2026, the Company held no such foreign currency forward contracts. The fair value of the contracts, contract gains or losses recognized in other comprehensive income and
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Table of Contents
Silicon Laboratories Inc.
Notes to Consolidated Financial Statements (Continued)
January 3, 2026
5. Derivative Financial Instruments (Continued)
amounts reclassified from accumulated other comprehensive income into earnings were not material for any of the periods presented.
6. Supplemental Information
The following tables show the details of selected Consolidated Balance Sheet items (in thousands):
Inventories
January 3,
2026 December 28,
2024
Work in progress $ 77,464 $ 83,562
Finished goods 18,102 22,077
$ 95,566 $ 105,639
Property and Equipment
January 3,
2026 December 28,
2024
Buildings and improvements $ 131,672 $ 131,098
Equipment 77,845 72,385
Computers and purchased software 54,158 51,940
Leasehold interest in ground leases 23,840 23,840
Leasehold improvements 18,185 15,030
Furniture and fixtures 11,109 10,265
316,809 304,558
Accumulated depreciation ( 188,166 ) ( 172,422 )
$ 128,643 $ 132,136
Other Current Liabilities
January 3,
2026 December 28,
2024
Accrued compensation and benefits $ 43,549 $ 18,599
Income taxes payable 1,218 8,681
Accrued price protection credits 14,200 *
Other (1)
28,744 25,082
$ 87,711 $ 52,362
____________________________________________
* Below threshold
(1) The current portion of operating lease liabilities is included in this amount. See discussion in Note 10 below.
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Table of Contents
Silicon Laboratories Inc.
Notes to Consolidated Financial Statements (Continued)
January 3, 2026
6. Supplemental Information (Continued)
Other Non-Current Liabilities
January 3,
2026 December 28,
2024
Lease liability – non-current $ 17,026 $ 15,549
Other 14,086 29,221
$ 31,112 $ 44,770
7. Risks and Uncertainties
Financial Instruments
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash equivalents, investments, accounts receivable and derivatives. The Company places its cash equivalents and investments primarily in money market funds, U.S. government securities, and time deposits. Concentrations of credit risk with respect to accounts receivable are primarily due to customers with large outstanding balances. The Company’s customers that accounted for greater than 10% of accounts receivable consisted of the following:
January 3,
2026 December 28,
2024
Customer A 17 % 19 %
Customer B 12 % 17 %
Customer C 11 % *
____________________________________________
* Less than 10% of accounts receivable
The Company performs periodic credit evaluations of its customers’ financial condition and generally requires no collateral from its customers. The Company provides an allowance for expected credit losses based upon the net amount expected to be collected on such receivables. Losses have not been significant for any of the periods presented.
As a result of its use of derivative instruments, the Company is exposed to the risk that its counterparties will fail to meet their contractual obligations. To mitigate this counterparty credit risk, the Company has a policy to enter into contracts with only selected major financial institutions. The Company periodically reviews and re-assesses the creditworthiness of such counterparties based on a variety of factors.
Distributor Advances
On sales to distributors, the Company’s payment terms often require the distributor to initially pay amounts owed to the Company for an amount in excess of their ultimate cost. The Company’s sales price to its distributors may be higher than the amount that the distributors will ultimately owe the Company because distributors often negotiate price reductions after purchasing the product from the Company and such reductions are often significant. These negotiated price discounts are not granted until the distributor sells the product to the end customer, which may occur after the distributor has paid the original invoice amount to the Company. Payment of invoices prior to receiving an associated discount can have an adverse impact on the working capital of the Company’s distributors. Accordingly, the Company has entered into agreements with certain distributors whereby it advances cash to the distributors to reduce the distributor’s working capital requirements. The advance amounts are based on the distributor’s inventory balance and are adjusted quarterly. Such amounts are recorded in prepaid expenses and other current assets in the Consolidated Balance Sheet. The terms of these advances are set forth in binding legal agreements and are unsecured, bear no interest on unsettled balances and are due upon demand. The agreements governing these advances can be cancelled by the Company at any time.
F-19
Table of Contents
Silicon Laboratories Inc.
Notes to Consolidated Financial Statements (Continued)
January 3, 2026
7. Risks and Uncertainties (Continued)
Suppliers
A significant portion of the Company’s products are fabricated by Taiwan Semiconductor Manufacturing Co. (“TSMC”) or Semiconductor Manufacturing International Corporation (“SMIC”). The inability of TSMC or SMIC to deliver wafers to the Company on a timely basis could impact the production of the Company’s products for a substantial period of time, which could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.
Customers
The Company sells directly to end customers, distributors and contract manufacturers. Although the Company actually sells the products to, and is paid by, distributors and contract manufacturers, the Company refers to the end customer as its customer. None of the Company’s end customers accounted for greater than 10% of revenue during fiscal 2025, 2024 or 2023. The Company’s distributors that accounted for greater than 10% of revenue consisted of the following:
Year Ended
January 3,
2026 December 28,
2024 December 30,
2023
Arrow Electronics 28 % 27 % 34 %
Edom Technology 21 % 16 % 15 %
8. Other Intangible Assets, Net
The gross carrying amount and accumulated amortization of other intangible assets, net are as follows (in thousands):
Weighted-Average
Amortization
Period
(Years) January 3, 2026 December 28, 2024
Gross
Amount Accumulated
Amortization Gross
Amount Accumulated
Amortization
Developed technology 7 $ 161,427 $ ( 138,297 ) $ 189,987 $ ( 153,488 )
Trademarks 0 — — 910 ( 910 )
Total intangible assets 7 $ 161,427 $ ( 138,297 ) $ 190,897 $ ( 154,398 )
The following table presents details of intangible asset amortization expense recognized in the Consolidated Statements of Operations (in thousands):
Year Ended
January 3,
2026 December 28,
2024 December 30,
2023
Research and development $ 13,369 $ 22,996 $ 25,298
Selling, general and administrative — 38 76
$ 13,369 $ 23,034 $ 25,374
F-20
Table of Contents
Silicon Laboratories Inc.
Notes to Consolidated Financial Statements (Continued)
January 3, 2026
8. Other Intangible Assets, Net (Continued)
The estimated aggregate amortization expense for intangible assets subject to amortization for each of the five succeeding fiscal years is as follows (in thousands):
Fiscal Year
2026 $ 9,178
2027 9,178
2028 4,039
2029 735
2030 —
9. Debt
Credit Facility
The Company and certain of its domestic subsidiaries (the “Guarantors”) have a $ 400 million revolving credit facility, as amended on June 30, 2023, with a maturity date of June 30, 2028. The credit facility includes a $ 25 million letter of credit sublimit and a $ 10 million swingline loan sublimit. The Company also has an option to increase the size of the borrowing capacity by up to the greater of an aggregate of $ 250 million and 100 % of EBITDA of the last four fiscal quarters, plus an amount that would not cause a secured net leverage ratio (funded debt secured by assets/EBITDA) to exceed 3.50 to 1.00, subject to certain conditions.
The credit facility, other than swingline loans, will bear interest at the Adjusted Term Secured Overnight Financing Rate (“SOFR”) plus an applicable margin or, at the option of the Company, a base rate (defined as the highest of the Wells Fargo prime rate, the Federal Funds rate plus 0.50 % and the Adjusted Term SOFR plus 1.00 %) plus an applicable margin. Swingline loans accrue interest at the base rate plus the applicable margin for base rate loans. The applicable margins for the Adjusted Term SOFR loans range from 1.00 % to 1.75 % and for base rate loans range from 0.00 % to 0.75 %, depending in each case, on the leverage ratio as defined in the credit facility.
The credit facility contains various conditions, covenants and representations with which the Company must be in compliance in order to borrow funds and to avoid an event of default, including financial covenants that the Company must maintain a consolidated net leverage ratio (funded indebtedness less cash and cash equivalents up to $ 750 million and divided by EBITDA) of no more than 4.25 to 1, and a minimum interest coverage ratio (EBITDA/interest payments) of no less than 2.50 to 1.
The Company was granted a waiver of compliance for the minimum interest coverage ratio through October 4, 2025. As of January 3, 2026, the Company was in compliance with the minimum interest coverage ratio. The Company’s obligations under the credit facility are guaranteed by the Guarantors and are secured by a security interest in substantially all assets of the Company and the Guarantors. As of January 3, 2026, no amounts were outstanding on the credit facility.
10. Leases
The Company leases certain facilities under operating lease agreements that expire at various dates through 2031. Some of these arrangements contain renewal options and require the Company to pay taxes, insurance and maintenance costs. Lease costs for operating leases were $ 7.6 million, $ 7.7 million and $ 7.8 million during fiscal 2025, 2024 and 2023, respectively.
F-21
Table of Contents
Silicon Laboratories Inc.
Notes to Consolidated Financial Statements (Continued)
January 3, 2026
10. Leases (Continued)
Supplemental Lease Information
Balance Sheet Information (in thousands) Consolidated Balance
Sheet Classification January 3,
2026 December 28,
2024
Operating lease right-of-use assets Other assets, net $ 22,866 $ 21,535
Operating lease liabilities Other current liabilities $ 6,930 $ 5,878
Operating lease liabilities Other non-current liabilities $ 17,026 $ 15,549
Year Ended
Cash Flow Information (in thousands) January 3,
2026 December 28,
2024
Cash paid for operating lease liabilities $ 7,387 $ 7,883
Right-of-use assets obtained in exchange for operating lease obligations $ 7,384 $ 13,867
Operating Lease Information January 3,
2026 December 28,
2024
Weighted-average remaining lease term 4.7 years 5.3 years
Weighted-average discount rate 5.17 % 4.87 %
The maturities of operating lease liabilities as of January 3, 2026 were as follows (in thousands):
Fiscal Year
2026 $ 7,445
2027 6,347
2028 5,233
2029 5,198
2030 5,276
Thereafter 3,230
Total lease payments 32,729
Less imputed interest ( 8,773 )
Total lease liabilities $ 23,956
Lease income
The Company leases a portion of its headquarter facilities to other tenants. Lease income from operating leases was $ 2.2 million, $ 2.8 million and $ 3.1 million during fiscal 2025, 2024 and 2023, respectively.
Maturities of lease income as of January 3, 2026 were as follows (in thousands):
Fiscal Year
2026 $ 1,996
2027 2,035
2028 2,097
2029 1,212
2030 —
Thereafter —
F-22
Table of Contents
Silicon Laboratories Inc.
Notes to Consolidated Financial Statements (Continued)
January 3, 2026
11. Commitments and Contingencies
Litigation
The Company is involved in various legal proceedings that have arisen in the normal course of business. While the ultimate results cannot be predicted with certainty, the Company does not expect them to have a material adverse effect on its Consolidated Financial Statements.
12. Share Repurchases
The Company repurchased 1.5 million shares of its common stock for $ 213.0 million during fiscal 2023. There were no share repurchases in fiscal 2025 or 2024.
13. Revenues
The Company groups its products as Industrial & Commercial or Home & Life based on the target markets they address. The following represents revenue by product category (in thousands):
Year Ended
January 3,
2026 December 28,
2024 December 30,
2023
Industrial & Commercial $ 444,914 $ 338,528 $ 496,578
Home & Life 339,850 245,858 285,680
$ 784,764 $ 584,386 $ 782,258
A portion of the Company’s sales are made to distributors under agreements allowing certain rights of return and/or price protection related to the final selling price to the end customers. These factors impact the timing and uncertainty of revenues and cash flows. During fiscal 2025, 2024, and 2023, the impact of revenue related to performance obligations that were satisfied in previous reporting periods was insignificant. The following disaggregates the Company’s revenue by sales channel (in thousands):
Year Ended
January 3,
2026 December 28,
2024 December 30,
2023
Distributors $ 560,335 $ 393,148 $ 611,332
Direct customers 224,429 191,238 170,926
$ 784,764 $ 584,386 $ 782,258
14. Stock-Based Compensation
The Company has two active stock plans, the 2009 Stock Incentive Plan (the “2009 Plan”) and the 2009 Employee Stock Purchase Plan (the “2009 ESPP”) that have been amended and approved by shareholders from time to time.
• The 2009 Plan allows for grants of stock options, stock appreciation rights, performance shares, performance stock units, restricted stock units (“RSUs”), restricted stock awards (“RSAs”), performance-based stock units (“PSUs”) and other awards (collectively, “awards”). All awards deduct one share from the 2009 Plan shares available for issuance for each share granted. Awards granted under the 2009 Plan contain vesting provisions mostly ranging from three to four years . To the extent awards granted under the 2009 Plan terminate, expire, or lapse for any reason, or are settled in cash, shares subject to such awards will again be available for grant.
• The 2009 ESPP allows eligible employees to purchase a limited number of shares of the Company’s common stock at no less than 85 % of the fair market value of a share of common stock at prescribed purchase intervals
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Table of Contents
Silicon Laboratories Inc.
Notes to Consolidated Financial Statements (Continued)
January 3, 2026
14. Stock-Based Compensation (Continued)
during an offering period. Each offering period is comprised of a series of one or more successive and/or overlapping purchase intervals and has a maximum term of 27 months.
2009 Plan
The Company granted to its employees 0.8 million, 0.7 million and 0.5 million shares of full value awards from the 2009 Plan during fiscal 2025, 2024 and 2023, respectively. Full value awards include RSUs, MSUs, and PSUs.
MSUs provide the rights to acquire a number of shares of common stock for no cash consideration based upon achievement of specified levels of market conditions. The requisite measurement period for these MSUs is also the vesting period, which is generally three years . MSUs granted in 2020 measured the relative performance of the total stockholders’ return of the Company against that of a selected benchmarked group of companies. The Company granted no MSUs in fiscal 2025, 2024 and 2023.
PSUs provide for the rights to acquire a number of shares of common stock for no cash consideration based upon the achievement of specified revenue or profitability objectives during the year. The requisite performance period of these PSUs is approximately three years from the date of grant. The Company granted 145,735 ; 95,953 ; and 85,554 PSUs in fiscal 2025, 2024, and 2023, respectively.
2009 ESPP
The rights to purchase common stock granted under the 2009 ESPP are intended to be treated as either (i) purchase rights granted under an “employee stock purchase plan,” as that term is defined in Section 423(b) of the Internal Revenue Code (the “423(b) Plan”), or (ii) purchase rights granted under an employee stock purchase plan that is not subject to the terms and conditions of Section 423(b) of the Internal Revenue Code (the “Non-423(b) Plan”). The Company will retain the discretion to grant purchase rights under either the 423(b) Plan or the Non-423(b) Plan. During fiscal 2025, 2024 and 2023, the Company issued 160,000 ; 173,000 ; and 154,000 shares, respectively, under the 2009 ESPP to its employees. The weighted-average fair value for purchase rights granted in fiscal 2025 under the 2009 ESPP was $ 34.90 per share.
Accounting for Stock-Based Compensation
Stock-based compensation costs are based on the fair values on the date of grant for awards under the 2009 Plan, and on the date of enrollment for grants under the 2009 ESPP. The fair values of stock awards (such as RSUs, PSUs and RSAs) are estimated based on their intrinsic values. The fair values of MSUs are estimated using a Monte Carlo simulation. The fair values of stock options and grants under the 2009 ESPP are estimated using the Black-Scholes option-pricing model. The fair values of all such stock-based grants are generally amortized on a straight-line basis over the vesting period of the grants.
The following table presents details of stock-based compensation costs recognized in the Consolidated Statements of Operations (in thousands):
Year Ended
January 3,
2026 December 28,
2024 December 30,
2023
Cost of revenues $ 1,944 $ 1,678 $ 906
Research and development 48,447 40,393 35,491
Selling, general and administrative 29,933 19,431 11,812
80,324 61,502 48,209
Income tax benefit ( 11,670 ) ( 8,557 ) ( 6,230 )
Total $ 68,654 $ 52,945 $ 41,979
F-24
Table of Contents
Silicon Laboratories Inc.
Notes to Consolidated Financial Statements (Continued)
January 3, 2026
14. Stock-Based Compensation (Continued)
The Company recorded $ 1.5 million and $ 0.6 million of stock-based compensation charges during fiscal 2025 and 2024 respectively, in connection with the modification of certain equity awards. The modifications were pursuant to employee terminations. There were no other significant modifications made to any stock grants during fiscal 2025, 2024 or 2023.
The Company had approximately $ 127.0 million of total unrecognized compensation cost related to equity grants as of January 3, 2026 that is expected to be recognized over a weighted-average period of approximately 2.0 years. There were no significant stock-based compensation costs capitalized into assets in any of the periods presented.
Fair value assumptions and stock awards activity
The fair values estimated from the Black-Scholes option-pricing model for ESPP shares granted were calculated using the following assumptions:
Year Ended
Employee Stock Purchase Plan January 3,
2026 December 28,
2024 December 30,
2023
Expected volatility 55 % 45 % 40 %
Risk-free interest rate % 4.05 % 4.39 % 5.47 %
Expected term (in months) 9 9 9
Dividend yield — — —
A summary of stock-based compensation activity with respect to fiscal 2025 follows:
Stock Options Shares
(000s) Weighted-
Average
Exercise
Price Weighted-Average
Remaining
Contractual Term
(In Years) Aggregate
Intrinsic
Value
(000s)
Outstanding at December 28, 2024 18 $ 43.82 1.08 $ 1,534
Exercised 18 $ 43.82 $ 1,774
Outstanding at January 3, 2026 — $ —
Vested at January 3, 2026 and expected to vest — $ —
Exercisable at January 3, 2026 — $ —
RSAs and RSUs Shares
(000s) Weighted-
Average
Grant Date
Fair Value Weighted-Average
Remaining
Vesting Term
(In Years) Aggregate
Intrinsic
Value
(000s)
Outstanding at December 28, 2024 968 $ 132.02
Granted 694 $ 132.42
Vested or issued ( 440 ) $ 135.47
Cancelled or forfeited ( 71 ) $ 130.75
Outstanding at January 3, 2026 1,151 $ 131.02 1.18 $ 151,802
Outstanding at January 3, 2026 and expected to vest 1,150 $ 131.04 1.18 $ 151,703
F-25
Table of Contents
Silicon Laboratories Inc.
Notes to Consolidated Financial Statements (Continued)
January 3, 2026
14. Stock-Based Compensation (Continued)
PSUs and MSUs Shares
(000s) Weighted-
Average
Grant Date
Fair Value Weighted-Average
Remaining
Vesting Term
(In Years) Aggregate
Intrinsic
Value
(000s)
Outstanding at December 28, 2024 235 $ 165.74
Granted 146 $ 148.99
Vested or issued — $ —
Cancelled or forfeited ( 85 ) $ 172.44
Outstanding at January 3, 2026 296 $ 155.56 1.35 $ 39,037
Outstanding at January 3, 2026 and expected to vest 175 $ 146.46 1.35 $ 23,034
The following summarizes the Company’s weighted average fair value at the date of grant:
Year Ended
January 3,
2026 December 28,
2024 December 30,
2023
Per grant of RSAs and RSUs $ 132.42 $ 125.19 $ 137.11
Per grant of PSUs and MSUs $ 148.99 $ 138.22 $ 188.45
The following summarizes the Company’s stock-based payment and stock option values (in thousands):
Year Ended
January 3,
2026 December 28,
2024 December 30,
2023
Intrinsic value of stock options exercised $ 1,774 $ 6,063 $ 2,162
Intrinsic value of RSUs that vested $ 56,842 $ 49,008 $ 61,371
Grant date fair value of RSUs that vested $ 59,686 $ 52,371 $ 53,088
Intrinsic value of PSUs and MSUs that vested $ — $ 7,202 $ 5,163
Grant date fair value of PSUs and MSUs that vested $ — $ 9,067 $ 3,037
As of January 3, 2026, the Company had reserved shares of common stock for future issuance as follows (in thousands):
2009 Plan 839
2009 ESPP 658
Total shares reserved 1,497
15. Employee Benefit Plan
The Company maintains a defined contribution or 401(k) Plan for its qualified U.S. employees. Participants may contribute a percentage of their compensation on a pre-tax basis, subject to a maximum annual contribution imposed by the Internal Revenue Code. The Company may make discretionary matching contributions as well as discretionary profit-sharing contributions to the 401(k) Plan. The Company contributed $ 3.0 million, $ 3.0 million and $ 3.3 million to the 401(k) Plan during fiscal 2025, 2024 and 2023, respectively.
F-26
Silicon Laboratories Inc.
Notes to Consolidated Financial Statements (Continued)
January 3, 2026
16. Income Taxes
Loss, inclusive of equity-method loss and before income taxes, includes the following components (in thousands):
Year Ended
January 3,
2026 December 28,
2024 December 30,
2023
Domestic $ ( 25,449 ) $ ( 33,032 ) $ ( 14,539 )
Foreign ( 32,463 ) ( 121,781 ) ( 12,034 )
$ ( 57,912 ) $ ( 154,813 ) $ ( 26,573 )
The provision for income taxes consists of the following (in thousands):
Year Ended
January 3,
2026
Current:
Federal $ 182
State and local 86
Foreign 5,846
Total Current 6,114
Deferred:
Federal 109
State and local ( 150 )
Foreign 922
Total Deferred 881
Provision for income taxes $ 6,995
Year Ended
December 28,
2024 December 30,
2023
Current:
Domestic $ ( 252 ) $ 3,291
Foreign 6,978 15,599
Total Current 6,726 18,890
Deferred:
Domestic 29,745 ( 9,036 )
Foreign ( 274 ) ( 1,911 )
Total Deferred 29,471 ( 10,947 )
Provision for income taxes $ 36,197 $ 7,943
F-27
Table of Contents
Silicon Laboratories Inc.
Notes to Consolidated Financial Statements (Continued)
January 3, 2026
16. Income Taxes (Continued)
The reconciliation of the federal statutory tax rate to the Company’s effective tax rate is as follows ($ in thousands):
Year Ended
January 3,
2026
U.S. federal tax at statutory rate $ ( 12,161 ) 21.0 %
State and local income taxes, net of federal income tax effect (1)
( 64 ) 0.1 %
Foreign tax effects:
Singapore
Statutory tax rate difference 2,254 ( 3.9 ) %
Changes in valuation allowance 10,128 ( 17.5 ) %
Effect of cross-border tax laws 652 ( 1.1 ) %
Nontaxable or nondeductible items:
Enhanced research deduction ( 1,741 ) 3.0 %
Nondeductible amortization expense 1,230 ( 2.1 ) %
Other ( 716 ) 1.2 %
India
Effect of cross-border tax laws 662 ( 1.1 ) %
Other 1,225 ( 2.1 ) %
Other foreign jurisdictions ( 14 ) — %
Effect of changes in tax laws or rates enacted in the current period — — %
Effect of cross-border tax laws:
Subpart F income and GILTI, net of foreign tax credit ( 513 ) 0.9 %
Other ( 501 ) 0.8 %
Tax Credits:
Research and development tax credit ( 6,434 ) 11.1 %
Changes in valuation allowance 10,376 ( 17.9 ) %
Nontaxable or nondeductible items:
Stock-based compensation 3,145 ( 5.4 ) %
Other nondeductible/nontaxable items 367 ( 0.6 ) %
Worldwide changes in unrecognized tax benefits ( 567 ) 1.0 %
Other adjustments ( 333 ) 0.5 %
Effective Tax Rate $ 6,995 ( 12.1 ) %
____________________________________________
(1) No state jurisdictions were individually material.
F-28
Table of Contents
Silicon Laboratories Inc.
Notes to Consolidated Financial Statements (Continued)
January 3, 2026
16. Income Taxes (Continued)
Year Ended
December 28,
2024 December 30,
2023
Federal statutory rate 21.0 % 21.0 %
Foreign tax rate benefit ( 9.2 ) ( 33.2 )
Current period valuation allowance ( 18.9 ) —
Change in prior period valuation allowance ( 12.9 ) ( 1.5 )
GILTI and Subpart F income, net of foreign tax credits ( 4.3 ) ( 24.2 )
(Nondeductible) nontaxable foreign items ( 3.1 ) ( 26.0 )
(Nondeductible) nontaxable domestic items ( 0.9 ) ( 3.6 )
Nondeductible officer compensation ( 0.8 ) 1.3
Return to provision adjustments ( 0.3 ) 16.5
State tax expense — ( 1.5 )
Base erosion and anti-abuse tax — ( 7.4 )
Other tax effects of equity compensation 0.1 1.1
Foreign withholding taxes 0.3 ( 2.2 )
Excess tax benefit of stock-based compensation 0.6 4.0
Release of prior year unrecognized tax benefits 1.2 —
Research and development tax credits 4.2 26.9
Other ( 0.4 ) ( 1.1 )
Effective tax rate ( 23.4 ) % ( 29.9 ) %
The decrease in the provision for income taxes for fiscal 2025 as compared to fiscal 2024 was primarily due to a decrease in tax expense related to the valuation allowance during fiscal 2025. The increase in the provision for income taxes for fiscal 2024 as compared to fiscal 2023 was primarily due to the establishment of a valuation allowance against the majority of the Company’s U.S. and Singapore deferred tax assets during the second quarter of fiscal 2024.
On July 4, 2025, the U.S. government enacted tax legislation commonly referred to as the One Big Beautiful Bill Act (the “OBBBA”). The OBBBA extends and/or modifies many provisions first enacted via the Tax Cuts and Jobs Act (“TCJA”) in 2017, as well as introduces new modifications to U.S.federal tax law. Beginning with the 2025 tax year, the OBBBA permanently restores current deductibility for U.S. research and experimental (“R&E”) expenditures. A number of other changes enacted in the OBBBA will not take effect until the 2026 tax year, including various modifications to existing international tax provisions. The Company determined that its annual effective tax rate for the current year decreased due to the impacts of the OBBBA, primarily due to U.S. R&E expenditures no longer being capitalized within global intangible low-taxed income or “GILTI”, which the Company has elected to treat as a period cost.
The Company did not identify any material discrete tax impacts related to beginning-of-the-year deferred tax assets and liabilities or valuation allowances due to the enactment of the OBBBA.
Cash paid for income taxes (net of refunds) consisted of the following (in thousands):
Year Ended
January 3,
2026
U.S. Federal $ 7,932
U.S. State and local ( 2,668 )
Foreign 5,694
Cash paid for income taxes (net of refunds) $ 10,958
F-29
Table of Contents
Silicon Laboratories Inc.
Notes to Consolidated Financial Statements (Continued)
January 3, 2026
16. Income Taxes (Continued)
Individual jurisdictions equaling 5% or more of the total income taxes paid (net of refunds) for the year ended January 3, 2026 include U.S. Federal at $ 7.9 million, Minnesota at $( 2.7 ) million, India at $ 2.9 million, and Singapore at $ 0.7 million.
Deferred Income Taxes
Deferred tax assets and liabilities are recorded for the estimated tax impact of temporary differences between the tax basis and book basis of assets and liabilities. Significant components of the Company’s deferred taxes as of January 3, 2026 and December 28, 2024 were as follows (in thousands):
January 3,
2026 December 28,
2024
Deferred tax assets:
Capitalized research and development $ 30,484 $ 28,613
Tax credit carryforwards 26,850 23,100
Net operating loss carryforwards 25,986 17,484
Leases 7,332 6,388
Intangible assets 5,697 6,447
Accrued liabilities 5,389 2,063
Deferred income on shipments to distributors 4,824 2,153
Other 7,138 6,130
113,700 92,378
Less: Valuation allowance ( 81,069 ) ( 60,760 )
32,631 31,618
Deferred tax liabilities:
Intangible assets 14,624 13,718
Fixed assets 6,323 6,812
Leases 6,071 6,053
Prepaid expenses and other 4,716 3,555
Stock-based compensation 1,333 1,001
33,067 31,139
Net deferred tax assets (liabilities) $ ( 436 ) $ 479
As of January 3, 2026, the Company had foreign net operating loss and research and development tax credit carryforwards of approximately $ 230.3 million and $ 0.4 million, respectively. The foreign net operating loss carryforwards do not expire. The foreign research and development tax credits expire in fiscal years 2044 through 2045.
As of January 3, 2026, the Company had U.S. federal net operating loss, research and development tax credit and foreign tax credit carryforwards of approximately $ 8.0 million, $ 10.5 million and $ 3.6 million, respectively. All of the net operating loss and $ 0.2 million of the research and development tax credit carryforwards are subject to an annual limit, which may cause them to expire before they are used. The net operating loss and research and development tax credit carryforwards that are subject to limitation expire in fiscal years 2028 through 2030, the remaining research and development tax credit carryforwards expire in fiscal years 2044 through 2045, and the foreign tax credit carryforwards expire in fiscal years 2033 through 2034.
Additionally, the Company had state net operating loss and state research and development tax credit carryforwards of approximately $ 28.9 million and $ 14.2 million, respectively. Certain of these carryforwards expire in fiscal years 2026
F-30
Table of Contents
Silicon Laboratories Inc.
Notes to Consolidated Financial Statements (Continued)
January 3, 2026
16. Income Taxes (Continued)
through 2044, and others do not expire. Recognition of some of these loss and credit carryforwards is subject to an annual limit, which may cause them to expire before they are used.
A valuation allowance is established against a deferred tax asset when it is more likely than not that the deferred tax asset will not be realized. The Company maintains a valuation allowance with respect to the majority of deferred tax assets in the U.S. and Singapore and with respect to research and development tax credit carryforwards in Canada. During fiscal 2024, the Company determined that there is a need for a valuation allowance in the U.S. and Singapore due to a three-year cumulative pre-tax loss in conjunction with the recent downturn in the semiconductor industry. The Company intends to maintain the valuation allowance until its ability to forecast sufficient future sources of taxable income is reestablished. The following table summarizes the activity related to the valuation allowance for deferred tax assets (in thousands):
Balance at
Beginning of
Period Additions
Charged to
Expenses Deductions Balance at
End of
Period
Year ended January 3, 2026 $ 60,760 $ 20,500 ( 191 ) $ 81,069
Year ended December 28, 2024 $ 10,530 $ 50,230 $ — $ 60,760
Year ended December 30, 2023 $ 9,409 $ 1,121 $ — $ 10,530
Uncertain Tax Positions
The following table summarizes the activity related to gross unrecognized tax benefits (in thousands):
Year Ended
January 3,
2026 December 28,
2024 December 30,
2023
Beginning balance $ 4,427 $ 4,868 $ 4,109
Additions based on tax positions related to current year 1,108 970 737
Additions based on tax positions related to prior years 75 — 22
Reductions based on tax positions related to prior years ( 125 ) ( 5 ) —
Reductions for tax positions as a result of a lapse of the applicable statute of limitations ( 1,390 ) ( 1,406 ) —
Ending balance $ 4,095 $ 4,427 $ 4,868
As of January 3, 2026, December 28, 2024 and December 30, 2023, the Company had gross unrecognized tax benefits, inclusive of interest, of $ 4.2 million, $ 4.7 million and $ 5.4 million, respectively, of which $ 1.8 million, $ 3.5 million and $ 5.1 million, respectively, would affect the effective tax rate if recognized.
The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. These amounts were not material for any of the periods presented.
Following the completion of the Norwegian Tax Administration (“NTA”) examination of the Company’s Norwegian subsidiary for income tax matters relating to fiscal years 2013 – 2016, the Company received an assessment from the NTA in December 2017 concerning an adjustment to its 2013 taxable income related to the pricing of an intercompany transaction. The adjustment would have resulted in approximately 141.3 million Norwegian kroner, or $ 14.0 million, additional Norwegian income tax. The Company disagreed with the NTA’s findings and appealed the assessment, concluding that the Company’s position was more likely than not to be sustained in the appeal. During fiscal 2025, the Norwegian Tax Appeals Board issued a formal decision in favor of the Company, rejecting the proposed adjustment to its
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Table of Contents
Silicon Laboratories Inc.
Notes to Consolidated Financial Statements (Continued)
January 3, 2026
16. Income Taxes (Continued)
2013 tax liability. Because the Company did not previously establish a reserve related to the NTA assessment, there was no resulting financial statement impact for the final resolution of this matter.
Tax years 2021 through 2025 remain open to examination by the major taxing jurisdictions in which the Company operates. The Company’s 2022 tax year is currently under examination in the U.S., and the Company’s 2022 through 2023 tax years are currently under examination in India. Although the outcome of tax audits is always uncertain, the Company believes that the results of the examination will not materially impact its financial position or results of operations and that it has accrued adequate reserves related to all matters contained in tax periods open to examination. The Company is not currently under audit in any other major taxing jurisdiction.
17. Segment Information
The Company has one operating segment, mixed-signal analog intensive products, consisting of numerous product areas. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The CODM allocates resources and assesses performance of the business and other activities at the operating segment level. The CODM assesses performance for the operating segment and decides how to allocate resources based on net loss that is also reported on the Consolidated Statement of Operations as Consolidated Net loss. The measure of segment assets is reported on the Consolidated Balance Sheets as Total assets.
The CODM uses net loss to evaluate income generated in deciding whether to reinvest profits into the segment or to use such profits for other purposes, such as for acquisitions or share repurchases. Net loss is used to monitor budget versus actual results. The CODM also uses net loss in competitive analyses by benchmarking to the Company’s competitors. The competitive analysis along with the monitoring of budget versus actual results are used in assessing performance of the segment, and in establishing management and variable compensation.
The Company groups its products into two categories, based on the target markets they address. See Note 13, Revenues , for a summary of the Company’s revenue by product category.
Revenue is attributed to a geographic area based on the shipped-to location. The following summarizes the Company’s revenue by geographic area (in thousands):
Year Ended
January 3,
2026 December 28,
2024 December 30,
2023
United States $ 68,524 $ 56,493 $ 92,550
China 257,103 188,169 219,741
Taiwan 130,547 77,430 90,382
Rest of world 328,590 262,294 379,585
Total $ 784,764 $ 584,386 $ 782,258
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Silicon Laboratories Inc.
Notes to Consolidated Financial Statements (Continued)
January 3, 2026
17. Segment Information (Continued)
The CODM regularly reviews the Consolidated Statement of Operations and a disaggregation of operating expenses, of which the significant expenses are related to employee base compensation. The following summarizes the significant and other operating expenses:
Year Ended
January 3,
2026 December 28,
2024 December 30,
2023
Research and development:
Employee base compensation $ 130,979 $ 123,716 $ 124,850
Other research and development expenses (1)
222,267 208,509 212,894
Total research and development $ 353,246 $ 332,225 $ 337,744
Selling, general and administrative:
Employee base compensation $ 55,027 $ 52,477 $ 54,588
Other selling, general and administrative expenses (1)
119,251 92,976 92,408
Total selling, general and administrative $ 174,278 $ 145,453 $ 146,996
(1) Other research and development and selling, general and administrative expenses include other personnel-related expenses, outside services, software expense, depreciation, amortization, and other expenses.
The following summarizes the Company’s property and equipment, net by geographic area (in thousands):
January 3,
2026 December 28,
2024
United States $ 106,706 $ 107,612
Rest of world 21,937 24,524
Total $ 128,643 $ 132,136
18. Subsequent Events
On February 4, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Texas Instruments Incorporated, a Delaware corporation (“Parent”), and Caldwell Merger Corp., a Delaware corporation and wholly-owned direct subsidiary of Parent (“Merger Subsidiary”), pursuant to which Merger Subsidiary will merge with and into the Company (the “Merger”), and the Company will survive the Merger as a wholly-owned direct subsidiary of Parent. At the effective time of the Merger, each share of the Company’s common stock outstanding as of immediately prior to the effective time (other than dissenting shares or any shares of the Company’s common stock held by the Company as treasury stock or owned by Parent or any of the Company’s or Parent’s subsidiaries) will be cancelled and converted into the right to receive $ 231.00 in cash, without interest. The transactions contemplated by the Merger Agreement were unanimously approved by the Company’s board of directors, and the Merger is expected to close in the first half of 2027, subject to customary closing conditions, including approval by the Company’s stockholders and the receipt of required regulatory approvals.
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