What changed in this filing

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Item 1. Financial Statements

2026-08-11 compared with 2026-05-05 · 78 added, 65 removed, 359 unchanged (28% of the section changed)

31 unchanged sentences

250,000 shares authorized;

32,968 and 32,955 shares issued and outstanding at April 4, 2026 and January 3, 2026, respectively

33,366 and 32,955 shares issued and outstanding at July 4, 2026 and January 3, 2026, respectively

Additional paid-in capital 184,456 157,402

7 unchanged sentences

(In thousands, except per share data)

Three Months Ended

2026 April 5,

Three Months Ended Six Months Ended

Revenues $ 228,189 $ 192,845 $ 441,689 $ 370,559

22 unchanged sentences

(In thousands)

Three Months Ended

2026 April 5,

Three Months Ended Six Months Ended

Net loss $ ( 10,592 ) $ ( 21,817 ) $ ( 26,489 ) $ ( 52,287 )

3 unchanged sentences

Reclassification for gains included in net loss — ( 5 ) — ( 25 )

Net changes to cash flow hedges:

Unrealized gains arising during the period — 269 — 269

Reclassification for gains included in net loss — ( 279 ) — ( 279 )

Other comprehensive (loss) income, before tax ( 58 ) ( 310 ) ( 230 ) 14

6 unchanged sentences

(In thousands)

Three Months Ended April 4, 2026 Shares Common

Three Months Ended July 4, 2026 Shares Common

Stock Additional

2 unchanged sentences

Stockholders’

Balance as of January 3, 2026 32,955 $ 3 $ 157,402 $ 936,814 $ 199 $ 1,094,418

Balance as of April 4, 2026 32,968 $ 3 $ 177,551 $ 920,917 $ 63 $ 1,098,534

Net loss — — — ( 10,592 ) — ( 10,592 )

2 unchanged sentences

Stock-based compensation — — 25,639 — — 25,639

Balance as of July 4, 2026 33,366 $ 3 $ 184,456 $ 910,325 $ 18 $ 1,094,802

Three Months Ended July 5, 2025 Shares Common

Stock Additional

Capital Retained

Earnings Accumulated Other Comprehensive Income Total

Stockholders’

Balance as of April 5, 2025 32,473 $ 3 $ 96,838 $ 971,251 $ 327 $ 1,068,419

Three Months Ended April 5, 2025 Shares Common

Net loss — — — ( 21,817 ) — ( 21,817 )

Other comprehensive loss — — — — ( 246 ) ( 246 )

Stock issuances, net of shares withheld for taxes 342 — ( 5,175 ) — — ( 5,175 )

Stock-based compensation — — 19,899 — — 19,899

Balance as of July 5, 2025 32,815 $ 3 $ 111,562 $ 949,434 $ 81 $ 1,061,080

Six Months Ended July 4, 2026 Shares Common

Stock Additional

2 unchanged sentences

Stockholders’

Balance as of January 3, 2026 32,955 $ 3 $ 157,402 $ 936,814 $ 199 $ 1,094,418

Net loss — — — ( 26,489 ) — ( 26,489 )

Other comprehensive loss — — — — ( 181 ) ( 181 )

Stock issuances, net of shares withheld for taxes 411 — ( 19,691 ) — — ( 19,691 )

Stock-based compensation — — 46,745 — — 46,745

Balance as of July 4, 2026 33,366 $ 3 $ 184,456 $ 910,325 $ 18 $ 1,094,802

Six Months Ended July 5, 2025 Shares Common

Stock Additional

Capital Retained

Earnings Accumulated Other Comprehensive Income Total

Stockholders’

Balance as of December 28, 2024 32,458 $ 3 $ 78,227 $ 1,001,721 $ 70 $ 1,080,021

3 unchanged sentences

Stock-based compensation — — 39,468 — — 39,468

Balance as of April 5, 2025 32,473 $ 3 $ 96,838 $ 971,251 $ 327 $ 1,068,419

Balance as of July 5, 2025 32,815 $ 3 $ 111,562 $ 949,434 $ 81 $ 1,061,080

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

2 unchanged sentences

(In thousands)

Three Months Ended

2026 April 5,

Six Months Ended

Operating Activities

Net loss $ ( 26,489 ) $ ( 52,287 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation of property and equipment 12,171 12,701

10 unchanged sentences

Other non-current liabilities 1,667 ( 6,965 )

Net cash provided by operating activities 4,934 48,128

Net cash provided by (used in) operating activities ( 9,578 ) 53,036

Investing Activities

7 unchanged sentences

Payment of taxes withheld for vested stock awards ( 27,451 ) ( 13,752 )

Proceeds from the issuance of common stock 7,760 7,619

Net cash used in financing activities ( 19,691 ) ( 6,133 )

Increase in cash and cash equivalents 18,867 43,270

Increase (decrease) in cash and cash equivalents ( 2,031 ) 32,852

Cash and cash equivalents at beginning of period 364,222 281,607

11 unchanged sentences

All intercompany balances and transactions have been eliminated in consolidation.

The condensed consolidated results of operations for the three months ended April 4, 2026 are not necessarily indicative of the results to be expected for the full year.

The condensed consolidated results of operations for the three and six months ended July 4, 2026 are not necessarily indicative of the results to be expected for the full year.

These Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto for the year ended January 3, 2026, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 10, 2026.

36 unchanged sentences

The Merger is expected to close in the first half of 2027, subject to customary closing conditions, including the receipt of required regulatory approvals.

In connection with the proposed Merger, for the three months ended April 4, 2026 we have incurred $ 11.2 million of costs, and expect to continue to incur financial advisory, legal, accounting, and other professional fees prior to the completion of the Merger, which could be significant.

Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):

Three Months Ended

2026 April 5,

In connection with the proposed Merger, for the three and six months ended July 4, 2026 we have incurred $ 9.6 million and $ 20.8 million of costs, respectively, and expect to continue to incur financial advisory, legal, accounting, and other related costs prior to the completion of the Merger, which could be significant.

Earnings (Loss) Per Share

The following table sets forth the computation of basic and diluted loss per share (in thousands, except per share data):

Three Months Ended Six Months Ended

Net loss $ ( 10,592 ) $ ( 21,817 ) $ ( 26,489 ) $ ( 52,287 )

6 unchanged sentences

Diluted $ ( 0.32 ) $ ( 0.67 ) $ ( 0.80 ) $ ( 1.61 )

Diluted shares for the three months ended April 4, 2026 and April 5, 2025 excluded 0.6 million and 0.3 million shares, respectively, as they were anti-dilutive due to the Company’s net loss for the periods.

Securities that were anti-dilutive due to the Company’s stock price and were excluded from the computation of diluted earnings per share for the three months ended April 4, 2026 and April 5, 2025 were not material.

Diluted shares for the three and six months ended July 4, 2026 excluded 0.5 million and 0.5 million shares, respectively, and the three and six months ended July 5, 2025 excluded 0.2 million and 0.3 million shares, respectively, as they were anti-dilutive due to the Company’s net loss for the periods.

Securities that were anti-dilutive due to the Company’s stock price and were excluded from the computation of diluted earnings per share for the three and six months ended July 4, 2026 were not material, and for the three and six months ended and July 5, 2025 were 0.8 million and 0.5 million, respectively.

Silicon Laboratories Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Fair Value of Financial Instruments

2 unchanged sentences

Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Silicon Laboratories Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Fair Value of Financial Instruments (Continued)

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.

3 unchanged sentences

Fair Value Measurements

at April 4, 2026 Using

at July 4, 2026 Using

Description Quoted Prices in

5 unchanged sentences

Money market funds $ 141,849 $ — $ 141,849

Time deposit — 5,490 5,490

Total cash equivalents $ 141,849 $ — $ 141,849

18 unchanged sentences

Total $ 206,051 $ 84,995 $ 291,046

Silicon Laboratories Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Fair Value of Financial Instruments (Continued)

Valuation methodology

3 unchanged sentences

or pricing models, such as a discounted cash flow model, with all significant inputs derived from or corroborated with observable market data.

Silicon Laboratories Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Fair Value of Financial Instruments (Continued)

The following summarizes the components of available-for-sale investments (in thousands):

As of April 4, 2026 Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash Equivalent Marketable Securities

Time Deposits $ 5,490 $ — $ — $ 5,490 $ 5,490 $ —

As of July 4, 2026 Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash Equivalent Marketable Securities

Government debt securities 35,028 26 ( 3 ) 35,051 — 35,051

8 unchanged sentences

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 Condensed Consolidated Balance Sheet.

The following summarizes the contractual underlying maturities of the Company’s available-for-sale investments at April 4, 2026 (in thousands):

The following summarizes the contractual underlying maturities of the Company’s available-for-sale investments at July 4, 2026 (in thousands):

Cost Fair Value

5 unchanged sentences

Less Than 12 Months 12 Months or Greater Total

As of April 4, 2026 Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses

As of July 4, 2026 Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses

Government debt securities $ 4,468 $ ( 3 ) $ — $ — $ 4,468 $ ( 3 )

$ 4,468 $ ( 3 ) $ — $ — $ 4,468 $ ( 3 )

The gross unrealized losses as of April 4, 2026 were due primarily to changes in market interest rates.

There were no gross unrealized losses as of January 3, 2026.

At April 4, 2026 and January 3, 2026, there were no material unrealized gains associated with the Company’s available-for-sale investments.

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

Silicon Laboratories Inc.

1 unchanged sentence

Fair Value of Financial Instruments (Continued)

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 April 4, 2026, there were no material declines in the market value of available-for-sale investments due to credit-related factors.

The gross unrealized losses as of July 4, 2026 were due primarily to changes in market interest rates.

There were no gross unrealized losses as of January 3, 2026.

At July 4, 2026 and January 3, 2026, there were no material unrealized gains associated with the Company’s available-for-sale investments.

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 July 4, 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

12 unchanged sentences

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 Condensed Consolidated Statement of Operations based on an assessment of the contracts at the time of termination.

The Company did not enter into any foreign currency forward contracts for its forecasted operating expenses for the quarter ended April 4, 2026.

As of April 4, 2026, the Company held no such foreign currency contracts.

As of July 4, 2026, the Company held no such foreign currency contracts.

The fair value of the contracts, contract gains or losses recognized in other comprehensive (loss) income and amounts reclassified from accumulated other comprehensive income into earnings were not material for any of the periods presented.

5 unchanged sentences

The Company does not apply hedge accounting to these foreign currency forward contracts.

As of April 4, 2026, the Company held no such foreign currency forward contracts.

As of July 4, 2026, the Company held no such foreign currency forward contracts.

The fair value of the foreign currency forward contracts and contract gains and losses recognized in income were not material for any of the periods presented.

All foreign currency forward contracts, both designated and not designated as hedging instruments, are classified within Level 2 as the valuation inputs include foreign exchange rates, forward and spot prices for currencies, and market observable data of similar instruments.

Silicon Laboratories Inc.

14 unchanged sentences

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.

As of April 4, 2026, the Company was in compliance with all covenants of the credit facility, including the minimum interest coverage ratio.

As of July 4, 2026, the Company was in compliance with all covenants of the credit facility, including 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 April 4, 2026, no amounts were outstanding on the credit facility.

As of July 4, 2026, no amounts were outstanding on the credit facility.

Commitments and Contingencies

5 unchanged sentences

The following represents revenue by product category (in thousands):

Three Months Ended

2026 April 5,

Three Months Ended Six Months Ended

Industrial & Commercial $ 134,950 $ 109,787 $ 262,918 $ 205,763

3 unchanged sentences

These factors impact the timing and uncertainty of revenues and cash flows.

During the three months ended April 4, 2026, the Company recognized revenue of $ 5.1 million from performance obligations that were satisfied in the previous reporting period.

During the three months ended April 5, 2025, the impact of revenue related to performance obligations that were satisfied in the previous reporting period was insignificant.

During the three and six months ended July 4, 2026, the Company recognized revenue of $ 4.6 million and $ 3.9 million, respectively, from performance obligations that were satisfied in the previous reporting period.

During the three and six months ended July 5, 2025, the impact of revenue related to performance obligations that were satisfied in the previous reporting period was insignificant.

The following disaggregates the Company’s revenue by sales channel (in thousands):

Three Months Ended

2026 April 5,

Three Months Ended Six Months Ended

Distributors $ 172,798 $ 133,437 $ 333,356 $ 250,627

6 unchanged sentences

The following table presents details of stock-based compensation costs recognized in the Condensed Consolidated Statements of Operations (in thousands):

Three Months Ended

2026 April 5,

Three Months Ended Six Months Ended

Cost of revenues $ 463 $ 457 $ 905 $ 1,070

4 unchanged sentences

Total $ 18,258 $ 17,429 $ 36,749 $ 34,642

The Company had approximately $ 143.8 million of total unrecognized compensation cost related to equity grants as of April 4, 2026 that is expected to be recognized over a weighted-average period of approximately 2.2 years.

The Company had approximately $ 130.8 million of total unrecognized compensation cost related to equity grants as of July 4, 2026 that is expected to be recognized over a weighted-average period of approximately 2.2 years.

Silicon Laboratories Inc.

3 unchanged sentences

When the Company is unable to make a reliable estimate of the annual effective tax rate, it uses the actual effective tax rate for the year-to-date period.

For the three months ended April 4, 2026, the Company used an actual effective tax rate in jurisdictions where a small change in forecasted pre-tax income or loss has the potential to distort the estimated annual effective tax rate.

Income tax expense was $ 2.2 million and $ 1.9 million for the three months ended April 4, 2026 and April 5, 2025, resulting in effective tax rates of ( 16.1 )% and ( 6.6 )%, respectively.

The decrease in the effective tax rate for the three months ended April 4, 2026 is primarily due to a decrease in pre-tax book loss, as the impact of permanent items is relatively greater when the pre-tax loss is smaller.

For the three and six months ended July 4, 2026, the Company used an actual effective tax rate in jurisdictions where a small change in forecasted pre-tax income or loss has the potential to distort the estimated annual effective tax rate.

Income tax expense was $ 2.2 million and $ 2.5 million for the three months ended July 4, 2026 and July 5, 2025, resulting in effective tax rates of ( 25.7 )% and ( 13.1 )%, respectively.

Income tax expense was $ 4.4 million and $ 4.4 million for the six months ended July 4, 2026 and July 5, 2025, resulting in effective tax rates of ( 19.8 )% and ( 9.3 )%, respectively.

The decrease in the effective tax rate for the three and six months ended July 4, 2026 is primarily due to a decrease in pre-tax book loss, as the impact of permanent items is relatively greater when the pre-tax loss is smaller.

A valuation allowance is required to be established when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

4 unchanged sentences

Uncertain Tax Positions

As of April 4, 2026, the Company had gross unrecognized tax benefits, inclusive of interest, of $ 4.7 million, of which $ 1.8 million would affect the effective tax rate if recognized.

As of July 4, 2026, the Company had gross unrecognized tax benefits, inclusive of interest, of $ 5.2 million, of which $ 1.8 million would affect the effective tax rate if recognized.

During the six months ended July 4, 2026, the Company did not release any unrecognized tax benefits.

Tax years 2021 through 2026 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 2023 tax year is currently under examination in India.

The Company’s 2022 tax year is currently under examination in the U.S., and the Company’s 2023 and 2024 tax years are currently under examination in India.

Although the outcome of tax audits is always uncertain, the Company believes that the results of these examinations will not materially impact its financial position or results of operations.

10 unchanged sentences

The following summarizes the Company’s revenue by geographic area (in thousands):

Three Months Ended

2026 April 5,

Three Months Ended Six Months Ended

United States $ 26,065 $ 24,555 $ 44,021 $ 41,239

4 unchanged sentences

The significant expense categories regularly provided to the CODM, in addition to the expense categories included within net loss presented on the Company’s Condensed Consolidated Statement of Operations, are as follows (in thousands):

Three Months Ended

2026 April 5,

Three Months Ended Six Months Ended

Research and development:

15 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements