What changed in this filing

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Item 1A. Risk Factors

2026-08-11 compared with 2026-05-05 · 33 added, 33 removed, 526 unchanged (11% of the section changed)

33 unchanged sentences

• 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

• Changes to and/or our failure to comply with laws and regulations regarding privacy, data security/protection and cybersecurity 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

59 unchanged sentences

take certain actions relating to intellectual property;

take certain action related to

employee benefit plans;

take certain action related to employee benefit plans;

amend our organizational documents;

16 unchanged sentences

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.

AI and machine learning also may be used for certain cybersecurity attacks, improving or expanding the existing capabilities of threat actors in manners we cannot predict at this time, resulting in greater risks of security incidents and breaches.

AI and machine learning also may be used for certain cybersecurity attacks, improving or expanding the existing capabilities of threat actors in manners we cannot

predict at this time, resulting in greater risks of security incidents and breaches.

The theft, loss, destruction, unavailability or misuse of personal or business data collected, used, stored or transferred by us to run our business could result in increased security costs or costs related to defending legal claims.

5 unchanged sentences

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.

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.

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

Research and development expense during the three months ended April 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.

Research and development expense during the six months ended July 4, 2026 was $183.6 million, or 41.6% 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.

6 unchanged sentences

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.

22 unchanged sentences

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

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.

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.

7 unchanged sentences

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:

24 unchanged sentences

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

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%).

During the six months ended July 4, 2026, the percentage of our revenues derived from outside of the United States was 90% (and the revenue associated with end customers in China was 19%, and revenue attributed to China based on shipped-to location was 31%).

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

30 unchanged sentences

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, a public health crisis, 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.

Earthquakes, tsunamis, fire, flooding, lack of water or other natural disasters, a public health crisis, 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.

59 unchanged sentences

Competition for qualified personnel with significant experience in the design, development, manufacturing, marketing and sales of analog and mixed-signal products has been, and continues to be, intense.

Our key technical personnel represent a significant asset and serve as the primary source for our technological and product innovations.

Our key technical personnel represent a significant asset and serve as the

primary source for our technological and product innovations.

We may not be successful in attracting and retaining sufficient numbers of technical personnel to support our anticipated growth.

1 unchanged sentence

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

For example, the September 2025 Presidential Proclamation on Restriction on Entry of Certain Nonimmigrant Workers imposes a $100,000 filing fee on all new H-1B visa petitions submitted after September 21, 2025, which increases the cost of hiring foreign national employees, and the Department of Homeland Security has implemented a weighted lottery system based on wage levels for H-1B visas, which could disadvantage our ability to hire early-career or entry-level foreign national personnel.

For example, the September 2025 Presidential Proclamation on Restriction on Entry of Certain Nonimmigrant Workers currently imposes a filing fee on all new H-1B visa petitions submitted after September 21, 2025, which increases the cost of hiring foreign national employees, and the Department of Homeland Security has implemented a weighted lottery system based on wage levels for H-1B visas, which could disadvantage our ability to hire early-career or entry-level foreign national personnel.

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

12 unchanged sentences

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

During the three months ended April 4, 2026, 75% of our revenue was derived from distributors (and 51% of our revenue was derived from our two largest distributors).

During the six months ended July 4, 2026, 75% of our revenue was derived from distributors (and 51% of our revenue was derived from our two largest distributors).

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

15 unchanged sentences

As a result, we incur inventory and manufacturing costs in advance of anticipated sales.

Because demand for our products may not materialize, manufacturing based on forecasts subjects us to

increased risks of high inventory carrying costs, increased obsolescence and increased operating costs.

Because demand for our products may not materialize, manufacturing based on forecasts subjects us to increased risks of high inventory carrying costs, increased obsolescence and increased operating costs.

These inventory risks are exacerbated when our customers purchase indirectly through contract manufacturers or hold component inventory levels greater than their consumption rate because this causes us to have less visibility regarding the accumulated levels of inventory for such customers.

48 unchanged sentences

These customers may find it advantageous to support their own offerings in the marketplace in lieu of promoting or using our products.

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

We are or may become subject to a variety of laws and regulations regarding privacy, data protection and data security, such as the European Union’s General Data Protection Regulation (“GDPR”).

Changes to and/or our failure to comply with laws and regulations regarding privacy, data security/protection and cybersecurity could have an adverse effect on our operations

We are or may become subject to a variety of laws and regulations regarding privacy, data protection and data security, and cybersecurity, such as the European Union’s General Data Protection Regulation (“GDPR”) and Cyber Resilience Act of 2024.

There are numerous U.S.

federal, state, and local laws and regulations and foreign laws and regulations regarding privacy and the collection, sharing, use, processing, disclosure, and protection of personal data.

Such laws and regulations often vary in scope, may be subject to differing interpretations, and may be inconsistent among different jurisdictions.

The costs of compliance with the GDPR and similar laws may have an adverse effect on our operations.

federal, state, and local laws and regulations and foreign laws and regulations regarding these matters, which often vary in scope, may be subject to differing interpretations, and may be inconsistent among different jurisdictions.

The global data protection landscape continues to evolve, and implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future.

We may not be able to monitor and react to all developments in a timely manner.

The costs of compliance with these laws and regulations may have an adverse effect on our operations.

Given that the scope, interpretation and application of these laws and regulations are often uncertain and may be in conflict across jurisdictions, it is possible they may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices.

Any failure or perceived failure by us to comply with our privacy or security policies or privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personal data, may result in governmental enforcement actions, litigation or negative publicity, and could have an adverse effect on our operating results and financial condition.

Any failure or perceived failure by us to comply with our privacy or security policies, laws and regulations, or any of our contractual commitments regarding these matters, or any compromise of security, may result in governmental enforcement actions, litigation or negative publicity, and could have an adverse effect on our operating results and financial condition.

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

19 unchanged sentences

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

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

fail to comply with SEC rules and regulations, which could result in investigations and sanctions by regulatory authorities.

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

10 unchanged sentences

Legal proceedings initiated by us to protect our intellectual property rights could also result in counterclaims or countersuits against us.

Any litigation, regardless of its outcome or merit, could be time-

consuming and expensive to resolve and could divert our management’s time and attention.

Any litigation, regardless of its outcome or merit, could be time-consuming and expensive to resolve and could divert our management’s time and attention.

Intellectual property litigation also could force us to take specific actions, including:

36 unchanged sentences

We did not have any outstanding indebtedness under the credit facility while the waiver was in effect.

We have not renewed or extended the waiver as of October 4, 2025.

We have not renewed or extended the waiver since its expiration as of October 4, 2025.

However, if we breach any of the covenants under our credit facility and do not obtain appropriate waivers, then, subject to any applicable cure periods, any outstanding indebtedness thereunder could be declared immediately due and payable.

28 unchanged sentences

Finally, our certificate of incorporation requires a supermajority vote to amend or repeal certain provisions of the certificate.

We also are subject

to the anti-takeover laws of Delaware which may discourage, delay or prevent someone from acquiring or merging with us, which may adversely affect the market price of our common stock.

We also are subject to the anti-takeover laws of Delaware which may discourage, delay or prevent someone from acquiring or merging with us, which may adversely affect the market price of our common stock.

Unregistered Sales of Equity Securities and Use of Proceeds

There were no repurchases of our common stock during the three months ended April 4, 2026.

There were no repurchases of our common stock during the three months ended July 4, 2026.

Defaults Upon Senior Securities

3 unchanged sentences

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

What changed 10-Q

Item 1A. Risk Factors