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Item 1A. Risk Factors

2026-05-05 compared with 2025-11-04 · 275 added, 217 removed, 284 unchanged (63% of the section changed)

Risk Factors Summary

Risks Related to the Proposed Merger

• We may not complete the proposed Merger within the time frame we anticipate, or at all, which could have an adverse effect on our business, financial condition, results of operations, cash flows and stock price

• Uncertainties associated with the Merger could adversely affect our business, results of operations, cash flows and financial condition

• The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Merger and that could deter or discourage a competing acquirer from making a favorable alternative transaction proposal

• While the Merger Agreement is in effect, we are subject to restrictions on our business activities

• Lawsuits arising in connection with the Merger could be costly, delay or prevent completion of the Merger, divert management’s attention and otherwise adversely affect our business

Global Business Risks

• We may be the victim of business disruptions and security breaches, including cyber-attacks, which could lead to liability or could damage our reputation and financial results

• We may be subject to information technology failures that could damage our reputation, business operations and financial condition

• Our business, financial condition, and results of operations could be materially and adversely affected by global or industry-specific shortages of memory components or other key components necessary for our customers’ products

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

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

• Our research and development efforts are focused on a limited number of new technologies and products, and any delay in the development, or abandonment, of these technologies or products by industry participants, or their failure to achieve market acceptance, could compromise our competitive position

• We have limited resources compared to some of our current and potential competitors and we may not be able to compete effectively and increase market share

• Our business, financial condition, and results of operations could be materially and adversely affected by tariffs, trade restrictions, and other barriers to international trade

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

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

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

and various other countries with respect to trade policies and tariffs.

Export restrictions imposed by the U.S.

government, including the addition of licensing requirements by the United States Department of Commerce’s Bureau of Industry and Security (“BIS”) through the addition of companies to the BIS Entity List, could require us to suspend our business with certain entities if we conclude or are notified by the U.S.

government that such business presents a risk of noncompliance with U.S.

The global trade situation has been highly dynamic during fiscal 2025, and we cannot predict what actions may be taken with respect to tariffs or trade relations, what products may be subject to such actions, or what actions may be taken by other countries in response.

In addition to the possibility of new or modified tariffs, sector-based trade measures may be implemented.

For example, the U.S.

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

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

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

• We rely on third parties to manufacture, assemble and test our products, which subjects us to risks of disruptions in our supply chain

• We are a global company, which subjects us to additional business risks including logistical and financial complexity, supply disruption, political instability and currency fluctuations

• Most of our current manufacturers, assemblers, test service providers, distributors and customers are concentrated in the same geographic region, which increases the risk that a natural disaster, epidemic, labor strike, war or political unrest could disrupt our operations or sales

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

The semiconductor industry is highly cyclical and is characterized by constant and rapid technological change, rapid product obsolescence and price erosion, evolving standards, short product life cycles and wide fluctuations in product supply and demand.

The industry has experienced significant fluctuations, often connected with, or in anticipation of, maturing product cycles and new product introductions of both semiconductor companies’ and their customers’ products and fluctuations in general economic conditions.

Deteriorating general worldwide economic conditions, including reduced economic activity, concerns about credit, interest rates and inflation, increased energy costs, decreased consumer confidence, reduced corporate profits, decreased spending and similar adverse business conditions, have in the past and may in the future make it very difficult for our customers, our vendors, and us to accurately forecast and plan future business activities and could cause U.S.

and foreign businesses to slow spending on our products.

Increases in inflation and interest rates can impact demand for our customers’ end products and increase our costs.

If our costs become subject to significant inflationary pressures, we may not be able to fully offset such higher costs with increased revenues.

We cannot predict the timing, strength, or duration of any economic slowdown or economic recovery.

If the economy or markets in which we operate deteriorate, our business, financial condition, and results of operations would likely be materially and adversely affected.

Downturns have been characterized by diminished product demand, production overcapacity, high inventory levels and accelerated erosion of average selling prices.

Upturns have been characterized by increased product demand and production capacity constraints created by increased competition for access to third-party foundry, assembly and test capacity.

We are dependent on the availability of such capacity to manufacture, assemble and test our products.

None of our third-party foundry, assembly or test subcontractors have provided assurances that adequate capacity will be available to us.

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

Future downturns may adversely effect our business and operating results.

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

The markets for semiconductors in general, and for mixed-signal products in particular, are intensely competitive.

We expect that the market for our products will continually evolve and will be subject to rapid technological change.

example, new products and disruptive technologies are being developed, and companies with which we compete have implemented artificial intelligence (“AI”) strategies for products and service offerings.

This rapid pace of technological change can create opportunities for our competitors and harm our competitiveness in the market if our products do not evolve or we are unable to effectively keep up with such changes.

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

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

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

As the markets for communications products grow, we also may face competition from traditional communications device companies.

These companies may enter the mixed-signal semiconductor market by introducing their own products or by entering into strategic relationships with or acquiring other existing providers of semiconductor products.

In addition, large companies may restructure their operations to create separate companies or may acquire new businesses that are focused on providing the types of products we produce or acquire our customers.

• We may not be able to maintain our historical growth and may experience significant period-to-period fluctuations in our revenues and operating results, which may result in volatility in our stock price

• Our inability to manage growth could materially and adversely affect our business

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

• Any acquisitions we make could disrupt our business and harm our financial condition

• The average selling prices of our products could decrease rapidly which may negatively impact our revenues and gross profit

• Failure to manage our distribution channel relationships could impede our future growth

• We do not have long-term commitments from our customers

• We are subject to increased inventory risks and costs because we build our products based on forecasts provided by customers before receiving purchase orders for the products

• Our products are complex and may contain errors which could lead to liability, an increase in our costs and/or a reduction in our revenues

• Our customers require our products to undergo a lengthy and expensive qualification process without any assurance of product sales

• We are subject to risks relating to product concentration

• Any dispositions could harm our financial condition

• The semiconductor manufacturing process is highly complex and, from time to time, manufacturing yields may fall below our expectations, which could result in our inability to satisfy demand for our products in a timely manner and may decrease our gross profit due to higher unit costs

• We depend on our customers to support our products, and some of our customers offer competing products

• Changes in the privacy and data security/protection laws could have an adverse effect on our operations

• Our products must conform to industry standards and technology in order to be accepted by end users in our markets

• Any material weaknesses or other deficiencies or otherwise failing to maintain an effective system of internal controls, including disclosure controls and procedures, could result in material misstatements of our financial statements or cause us to fail to meet our reporting obligations

Intellectual Property Risks

• Significant litigation over intellectual property in our industry may cause us to become involved in costly and lengthy litigation which could adversely affect our business

• We may be unable to protect our intellectual property, which would negatively affect our ability to compete

Liquidity and Credit Risks

• Disruptions in the financial services industry could adversely affect our operations and financial condition

• We are subject to credit risks related to our accounts receivable

• Any borrowings under our credit agreement or other indebtedness could adversely affect our operations and financial condition

• We could seek to raise additional debt or equity capital in the future, but additional capital may not be available on terms acceptable to us, or at all

Stock and Governance Risks

• Our stock price may be volatile

• Provisions in our charter documents and Delaware law could prevent, delay or impede a change in control of us and may reduce the market price of our common stock

Risks Related to the Proposed Merger

We may not complete the proposed Merger within the time frame we anticipate, or at all, which could have an adverse effect on our business, financial condition, results of operations, cash flows and stock price

On February 4, 2026, we entered into the Merger Agreement with Parent and Merger Subsidiary, pursuant to which Merger Subsidiary will be merged with and into us, with us continuing as the surviving company and a wholly owned subsidiary of Parent.

If the Merger is completed, we will become a privately held company, meaning that our common stock will be delisted from the NASDAQ National Market and deregistered under the Securities Exchange Act of 1934.

Completion of the Merger is subject to a number of closing conditions, including obtaining approval of our stockholders at a special meeting of stockholders, which we obtained on April 30, 2026, and the receipt of required regulatory approvals.

The failure to satisfy the remaining closing conditions could jeopardize or delay the consummation of the Merger.

Each party’s obligation to consummate the Merger is also subject to the accuracy of the representations and warranties of the other party (subject to certain materiality qualifications) and the performance in all material respects of the other party’s covenants under the Merger Agreement, including, with respect to us, covenants regarding operation of our business prior to closing.

In addition, the Merger Agreement may be terminated under certain specified circumstances.

Certain conditions to the completion of the pending Merger are not within our control, and we cannot predict when or if these conditions will be satisfied (or waived, as applicable).

As a result, we cannot assure you that the Merger will be completed.

If the Merger is not completed within the expected time frame, or at all, we may be subject to a number of material risks.

To the extent that the current market price of our common stock reflects an assumption that the Merger will be completed, the price of our common stock could decrease if the Merger is not completed and stockholders may not recover their investment or receive a price for their shares of our common stock similar to what has been offered under the Merger Agreement.

Further, investor confidence in us could decline, and stockholder litigation could be brought against us.

Additionally, we may be required to pay a termination fee under certain circumstances that give rise to a termination of the Merger Agreement.

In addition, we have incurred, and will continue to incur, significant costs, expenses and fees for professional services and other transaction costs in connection with the Merger, including for activities that we would have not undertaken other than to complete the Merger.

As a result, to the extent the Merger is not completed, we will receive little or no benefit from incurring these costs.

Even if successfully completed, there are certain risks to our stockholders from the Merger, including:

the amount of cash per outstanding share of our common stock to be paid under the Merger Agreement is fixed and will not be adjusted for changes in our business, assets, liabilities, prospects, outlook, financial condition or operating results or in the event of any change in the market price of, analyst estimates of, or projections relating to, our common stock; receipt of the all-cash per share Merger consideration under the Merger Agreement is taxable to stockholders that are treated as U.S.

holders for U.S.

federal income tax purposes; and if the Merger is completed, our stockholders will forego the opportunity to realize the potential long-term value of the successful execution of our current business strategy as an independent company.

Uncertainties associated with the Merger could adversely affect our business, results of operations, cash flows and financial condition

The announcement and pendency of the Merger, as well as any delays in the expected timeframe, could cause disruption in our business and create uncertainties, which could have an adverse effect on our business, results of operations, cash flows and financial condition, regardless of whether the Merger is completed.

These risks and uncertainties include, but are not limited to:

• the possibility that our relationship with suppliers, customers and employees could be adversely affected, including if our suppliers, customers or others attempt to negotiate changes in existing business relationships, consider entering into business relationships with parties other than us, delay or defer decisions concerning their business with us, or terminate their existing business relationships with us during the pendency of the Merger;

• uncertainties caused by any negative sentiment in the marketplace with respect to the Merger, which could adversely impact investor confidence in us;

• a diversion of a significant amount of management time and resources toward the completion of the Merger;

• a distraction of our current employees as a result of the Merger, which could result in a decline in their productivity or cause distractions in the workplace;

• being subject to certain restrictions on the conduct of our business;

• possibly foregoing certain business opportunities that we might otherwise pursue absent the pending Merger;

• difficulties in attracting and retaining key employees due to uncertainties related to the Merger;

• impact of costs related to completion of the Merger;

• other developments beyond our control, including, but not limited to, changes in domestic or global economic conditions that may affect the timing or success of the Merger.

The adverse effects of the pendency of the Merger could be exacerbated by any delays in completion of the Merger or termination of the Merger Agreement.

As a result, there can be no assurance that our business, results of operations, cash flows and financial condition will not be adversely affected, as compared to prior to the announcement of the Merger Agreement.

The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Merger and that could deter or discourage a competing acquirer from making a favorable alternative transaction proposal

Under the Merger Agreement, we are subject to “no-shop” restrictions and are not permitted, subject to certain exceptions set forth in the Merger Agreement, to initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal or offer by or with a third party with respect to an acquisition proposal and to furnish nonpublic information to, or engage in discussions or negotiations with, a third party interested in pursuing an alternative transaction.

Further, our board of directors is required to recommend that our stockholders vote in favor of the Merger, subject to exceptions for superior proposals and other situations where failure to effect a recommendation change would be inconsistent with the board of directors’ fiduciary duties.

Upon the termination of the Merger Agreement under specified circumstances, including, among others, the termination by the Parent in the event of a Change of Recommendation (as defined in the Merger Agreement) by our board of directors, we would be required to pay Parent a termination fee of $259 million.

Such provisions of the Merger Agreement could discourage or deter a third party that may be willing to pay more than Parent for our outstanding common stock from considering or proposing such an acquisition us.

While the Merger Agreement is in effect, we are subject to restrictions on our business activities

Under the terms of the Merger Agreement, we are subject to restrictions on our business activities, including, among other things, restrictions on our ability to pay dividends;

acquire other businesses and assets;

dispose of our assets;

enter into or materially modify certain contracts;

repurchase, adjust the terms of or issue securities;

make certain capital expenditures;

settle certain legal actions;

take certain actions relating to intellectual property;

take certain action related to

employee benefit plans;

amend our organizational documents;

and incur certain indebtedness.

Because of these restrictions, we may be prevented from taking certain actions with respect to the conduct of our business that we might otherwise have taken if not for the Merger Agreement, including responding effectively and/or timely to competitive pressures and industry developments, which could have a material adverse effect on our business, results of operations, cash flows and financial condition.

Lawsuits arising in connection with the Merger could be costly, delay or prevent completion of the Merger, divert management’s attention and otherwise adversely affect our business

Lawsuits relating to the Merger filed against us and/or our directors and officers, including by our stockholders, may be time-consuming and expensive and may distract our management from running the day-to-day operations of our business.

Although litigation is common in connection with acquisitions of public companies, regardless of any merits related to the underlying acquisition, the outcome of any litigation cannot be assured and could delay or prevent completion of the Merger.

If the Merger is not consummated for any reason, litigation could be filed in connection with the failure to consummate the Merger.

The amount of fees and costs of defense, including costs associated with the indemnification of directors and officers, and other liabilities that may be incurred in connection with lawsuits could have a material adverse effect on our business, results of operations, cash flows and financial condition.

Any litigation related to the Merger may also result in negative publicity or an unfavorable impression of us, which could adversely affect the price of our common stock, impair our ability to recruit or retain employees, damage our relationships with our business partners, or otherwise harm our operations and financial performance.

Global Business Risks

We may be the victim of business disruptions and security breaches, including cyber-attacks, which could lead to liability or could damage our reputation and financial results

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

Additionally, we use AI-driven efficiencies in our software development and customer support services.

Additionally, we use artificial intelligence (“AI”)-driven efficiencies in our software development and customer support services.

Our use of AI may increase vulnerability to cybersecurity risks, including through unauthorized use or misuse of AI tools and bad inputs or logic or the introduction of malicious code incorporated into AI generated code.

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Additionally, there is an increased risk that we may experience cybersecurity-related events such as phishing attacks and other security challenges as a result of hybrid working arrangements and employees and our service providers working remotely.

In addition, the risk of cyber-attacks has increased in connection with the conflicts between Russia and Ukraine and in the Middle East.

In light of those and other geopolitical events, nation-state actors or their supporters may launch retaliatory cyber-attacks, and may attempt to cause supply chain and other third-party service provider disruptions, or take other geopolitically motivated retaliatory actions that may disrupt our business operations, result in data compromise, or both.

Nation-state actors have in the past carried out, and may in the future carry out, cyber-attacks to achieve their aims and goals, which may include espionage, information operations, monetary gain, ransomware, disruption, and destruction.

In 2022, the U.S.

Cybersecurity and Infrastructure Security Agency issued a “Shields Up” alert for American organizations noting the potential for Russia’s cyber-attacks on Ukrainian government and critical infrastructure organizations to impact organizations both within and beyond the United States, particularly in the wake of sanctions imposed by the United States and its allies.

These circumstances increase the likelihood of cyber-attacks and/or security breaches.

In addition, the risk of cyber-attacks has increased in recent years in connection with geopolitical events, and nation-state actors or their supporters may launch retaliatory cyber-attacks, and may attempt to cause supply chain and other third-party service provider disruptions, or take other geopolitically motivated retaliatory actions that may disrupt our business operations, result in data compromise, or both.

Nation-state actors have in the past carried out, and may in the future carry out, cyber-attacks to achieve their aims and goals, which may include espionage, information operations, monetary gain,

ransomware, disruption, and destruction.

Russia’s invasion of Ukraine in 2022, the resulting sanctions imposed by the United States and its allies on Russia, and the current war in Iran have increased the likelihood of cyber-attacks and/or security breaches.

We may be subject to information technology failures that could damage our reputation, business operations and financial condition

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

Our systems are subject to damage or interruption from a number of potential sources, including natural disasters, accidents, power disruptions,

telecommunications failures, acts of terrorism or war, computer viruses, theft, physical or electronic break-ins, cyber-attacks, sabotage, vandalism, or similar events or disruptions, including those described in the risk factor entitled “ We may be the victim of business disruptions and security breaches, including cyber-attacks, which could lead to liability or could damage our reputation and financial results ,” above.

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

Our systems are subject to damage or interruption from a number of potential sources, including natural disasters, accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, theft, physical or electronic break-ins, cyber-attacks, sabotage, vandalism, or similar events or disruptions, including those described in the preceding risk factor.

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

Any such compromise of our information security could result in the theft or unauthorized publication or use of our confidential business or proprietary information, result in the unauthorized release of customer, supplier or employee data, result in a violation of privacy or other laws, expose us to a risk of litigation or damage our reputation.

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Additionally, a successful cyber-attack against one of these third parties’ information technology systems may disrupt our supply chain.

Our business, financial condition, and results of operations could be materially and adversely affected by global or industry-specific shortages of memory components or other key components necessary for our customers’ products

Our customers’ products often incorporate third-party memory components, such as DRAM or NAND, that are sourced from a limited number of suppliers.

The memory market has in the past experienced supply imbalances, capacity constraints, and pricing volatility, and the industry is currently experiencing a global shortage of certain memory components as a result of AI-driven demand.

These conditions are likely to impact our customers and may limit their ability to manufacture their end products or may cause them to adjust production schedules, delay product launches, or revise demand forecasts, which in turn could lead them to reduce, delay, or cancel orders for our products, even when demand for their end products remains strong.

The current shortage and resulting price increase for memory components also may lead our customers to increase prices of their end products, which could lead to decreased demand those products, negatively impacting orders for our products in the longer term.

In addition, uncertainty regarding the availability or pricing of memory components or other key components may impair our ability to accurately forecast demand, manage inventory levels, or plan production.

Any of these factors could adversely affect our business, financial condition, and results of operations .

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

The markets for semiconductors in general, and for mixed-signal products in particular, are intensely competitive.

We expect that the market for our products will continually evolve and will be subject to rapid technological change.

For example, new products and disruptive technologies are being developed, and companies with which we compete have implemented AI strategies for products and service offerings.

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

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

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

As the markets for communications products grow, we also may face competition from traditional communications device companies.

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

Our future success will depend on our ability to develop or acquire new products and product enhancements that achieve market acceptance in a timely and cost-effective manner.

The development of mixed-signal ICs is highly complex, and we have at times experienced delays in completing the development and introduction of new products and product enhancements.

Successful product development and market acceptance of our products depend on a number of factors, including:

• Requirements of customers;

• Accurate prediction of market and technical requirements;

• Timely completion and introduction of new designs;

• Timely qualification and certification of our products for use in our customers’ products;

• Commercial acceptance and volume production of the products into which our ICs will be incorporated;

• Availability of foundry, assembly and test capacity;

• Achievement of high manufacturing yields;

• Quality, price, performance, power use and size of our products;

• Availability, quality, price and performance of competing products and technologies;

• Our customer service, application support capabilities and responsiveness;

• Successful development of our relationships with existing and potential customers;

• Technology, industry standards or end-user preferences;

• Cooperation of third-party software providers and our semiconductor vendors to support our chips within a system.

We cannot provide any assurance that products which we recently have developed or may develop in the future will achieve market acceptance.

We have introduced to market or are in development of many products.

If our products fail to achieve market acceptance, or if we fail to develop new products on a timely basis that achieve market acceptance, our growth prospects, operating results and competitive position could be adversely affected.

The growth of the IoT market is dependent on the adoption of industry standards to permit devices to connect and communicate with each other.

The IoT market depends on the ongoing evolution and adoption of industry standards;

fragmentation across the ecosystems/implementations could slow adoption.

Our research and development efforts are focused on a limited number of new technologies and products, and any delay in the development, or abandonment, of these technologies or products by industry participants, or their failure to achieve market acceptance, could compromise our competitive position

Our products serve as components and solutions in electronic devices in various markets.

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

Research and development expense during the three months ended April 4, 2026 was $88.6 million, or 41.5% of revenues.

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

Should any of these companies delay or abandon their efforts to develop commercially available products based on new technologies and standards, our research and development efforts with respect to these technologies and standards likely would have no appreciable value.

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

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

We have limited resources compared to some of our current and potential competitors and we may not be able to compete effectively and increase market share

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In addition, some of our current and potential competitors have already established supplier or joint development relationships with the decision makers at our current or potential customers.

These competitors may be able to leverage their existing relationships to discourage their customers from purchasing products from us or persuade them to replace our products with their products.

These competitors may be able to leverage their existing relationships to discourage

their customers from purchasing products from us or persuade them to replace our products with their products.

Our competitors may also offer bundled solutions offering a more complete product despite the technical merits or advantages of our products.

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

We may not be able to maintain our historical growth and may experience significant period-to-period fluctuations in our revenues and operating results, which may result in volatility in our stock price

Although we have generally experienced revenue growth in our history, we may not be able to sustain this growth.

We may also experience significant period-to-period fluctuations in our revenues and operating results in the future due to a number of factors, and any such variations may cause our stock price to fluctuate.

If our revenues or operating results are below the expectations of public market analysts or investors, our stock price may drop, perhaps significantly.

A number of factors, in addition to those cited in other risk factors applicable to our business, may contribute to fluctuations in our revenues and operating results, including:

• The timing and volume of orders received from our customers;

• The timeliness of our new product introductions and the rate at which our new products may cannibalize our older products;

• The rate of acceptance of our products by our customers, including the acceptance of new products we may develop for integration in the products manufactured by such customers, which we refer to as “design wins”;

• The time lag and realization rate between “design wins” and production orders;

• Supplier capacity constraints;

• The demand for, and life cycles of, the products incorporating our mixed-signal solutions;

• The rate of adoption of mixed-signal products in the markets we target;

• Deferrals or reductions of customer orders in anticipation of new products or product enhancements from us or our competitors or other providers of mixed-signal ICs;

• Changes in product mix;

• The average selling prices for our products could drop suddenly due to competitive offerings or competitive predatory pricing;

• The average selling prices for our products generally decline over time;

• Changes in market standards;

• Volatility in foreign currency exchange rates and any requirements for buying and/or selling in currencies other than the U.S.

• Impairment charges related to inventory, equipment or other long-lived assets;

• The software used in our products, including software provided by third parties, may not meet the needs of our customers;

• Our customers may not be able to obtain other components such as capacitors that they need to incorporate in conjunction with our products, leading to potential downturn in the demand for our products;

• Significant legal costs to defend our intellectual property rights or respond to claims against us;

• The rate at which new markets emerge for products we are currently developing or for which our design expertise can be utilized to develop products for these new markets.

The markets for consumer electronics, for example, are characterized by rapid fluctuations in demand and seasonality that result in corresponding fluctuations in the demand for our products that are incorporated in such devices.

Additionally, the rate of technology acceptance by our customers results in fluctuating demand for our products as customers are reluctant to incorporate a new IC into their products until the new IC has achieved market acceptance.

Once a new IC achieves market acceptance, demand for the new IC can quickly accelerate to a point and then level off such that rapid historical growth in sales of a product should not be viewed as indicative of continued future growth.

In addition, demand can quickly decline for a product when a new IC product is introduced and receives market acceptance.

Due to the various factors mentioned above, the results of any prior quarterly or annual periods should not be relied upon as an indication of our future operating performance.

Our business, financial condition, and results of operations could be materially and adversely affected by tariffs, trade restrictions, and other barriers to international trade

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

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

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

and various other countries with respect to trade policies and tariffs.

Export restrictions imposed by the U.S.

government that such business presents a risk of noncompliance with U.S.

The global trade situation has been highly dynamic, and we cannot predict what actions may be taken with respect to tariffs or trade relations, what products may be subject to such actions, or what actions may be taken by other countries in response.

In addition to the possibility of new or modified tariffs, sector-based trade measures may be implemented.

We rely on third parties to manufacture, assemble and test our products, which subjects us to risks of disruptions in our supply chain

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On occasion, we have been unable to adequately respond to unexpected increases in customer demand due to capacity constraints and, therefore, were unable to benefit from this incremental demand.

We may be unable to obtain adequate foundry, assembly or test capacity from our third-party subcontractors to meet our customers’ delivery requirements even if we adequately forecast customer demand.

We may be unable to obtain adequate

foundry, assembly or test capacity from our third-party subcontractors to meet our customers’ delivery requirements even if we adequately forecast customer demand.

There are significant risks associated with relying on these third-party foundries and subcontractors, including:

• Failure by us, our customers or their end customers to qualify a selected supplier;

• Disruption to our suppliers’ operations due to geopolitical changes, including risks related to deteriorating relations between China and Taiwan;

• Disruption to our suppliers’ operations due to geopolitical changes, including risks related to tensions between China and Taiwan;

• Potential insolvency of the third-party subcontractors;

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If our suppliers experience closures or reductions in their capacity utilization levels in the future, we may have difficulty sourcing materials necessary to fulfill production requirements.

Public health crises, such as the COVID-19 pandemic, may affect our suppliers’ production capabilities as a result of quarantines, closures of production facilities, lack of supplies or delays caused by restrictions on travel.

Public health crises may affect our suppliers’ production capabilities as a result of quarantines, closures of production facilities, lack of supplies or delays caused by restrictions on travel.

Most of the silicon wafers for the products that we have sold were manufactured either by Taiwan Semiconductor Manufacturing Co.

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Such a disruption could severely impact our ability to manufacture the majority of our products and as a result, could adversely affect our business, revenues and results of operations.

Most of our current manufacturers, assemblers, test service providers, distributors and customers are concentrated in the same geographic region, which increases the risk that a natural disaster, epidemic, labor strike, war or political unrest could disrupt our operations or sales

Most of our foundries and several of our assembly and test subcontractors’ sites are located in Taiwan and most of our other foundry, assembly and test subcontractors are located in the Pacific Rim region.

In addition, many of our customers are located in the Pacific Rim region.

The risk of earthquakes in Taiwan and the Pacific Rim region is significant due to the proximity of major earthquake fault lines in the area.

Earthquakes, tsunamis, fire, flooding, lack of water or other natural disasters, an epidemic such as the COVID-19 outbreak, political unrest, war, labor strikes or work stoppages in countries where our semiconductor manufacturers, assemblers and test subcontractors are located, likely would result in the disruption of our foundry, assembly or test capacity.

There can be no assurance that alternate capacity could be obtained on favorable terms, if at all.

A natural disaster, epidemic, labor strike, war or political unrest where our customers’ facilities are located would likely reduce our sales to such customers.

In addition, a significant portion of the assembly and testing of our products occurs in South Korea.

Any disruption resulting from these events, could also cause significant delays in shipments of our products until we are able to shift our manufacturing, assembling or testing from the affected subcontractor to another third-party vendor.

If such an event significantly disrupts the manufacture, shipment and sales of our products or the products of our customers, this may materially negatively impact our operating results.

For example, if travel restrictions or business shutdowns or slowdowns occur for an extended period of time in Taiwan, South Korea or the other countries in which our current manufacturers, assemblers, test service providers, distributors and customers are located, we may experience delays in product production, a decreased ability to support our customers, reduced design win activity, and overall lack of productivity.

Our customers may also experience closures of their manufacturing facilities or inability to obtain other components, either of which could negatively impact demand for our solutions.

We are a global company, which subjects us to additional business risks including logistical and financial complexity, supply disruption, political instability and currency fluctuations

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

During the nine months ended October 4, 2025, the percentage of our revenues derived from outside of the United States was 89% (and the revenue associated with end customers in China was 14%, and revenue attributed to China based on shipped-to location was 32%).

During the three months ended April 4, 2026, the percentage of our revenues derived from outside of the United States was 92% (and the revenue associated with end customers in China was 19%, and revenue attributed to China based on shipped-to location was 32%).

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

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• Public health crises may affect our international operations, suppliers and customers and we may experience delays in product development, a decreased ability to support our customers and reduced design win activity if the travel restrictions or business shutdowns or slowdowns continue for an extended period of time in any of the countries in which we, our suppliers and our customers operate and do business;

• Multiple, conflicting and changing tax and other laws and regulations that may impact both our international and domestic tax and other liabilities and result in increased complexity and costs, including the impact of the Tax Cuts and Jobs Act, which increased our effective tax rate, in part due to the impact of the requirement to capitalize and amortize foreign research and development expenses beginning in 2022;

• Multiple, conflicting and changing tax and other laws and regulations that may impact both our international and domestic tax and other liabilities and result in increased complexity and costs;

• Longer sales cycles;

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• Political and economic instability;

• Risks that demand and the supply chain may be adversely affected by military conflict (including the ongoing conflict between Russia and Ukraine and tensions in the Middle East), terrorism, sanctions or other geopolitical events globally;

• Risks that demand and the supply chain may be adversely affected by military conflict (including the ongoing wars in Ukraine and Iran), terrorism, sanctions or other geopolitical events globally;

• Greater difficulty in hiring and retaining qualified personnel;

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dollar may result in enhanced volatility in our operating results.