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Item 1A. Risk Factors

2025-11-07 compared with 2024-11-15 · 298 added, 115 removed, 384 unchanged (52% of the section changed)

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Additional risks not currently known to us or other factors not perceived by us as material risks could also present significant risks to our business.

Risk Factors Summary

The following is a summary of the principal risks that could adversely affect our business, operations, and financial results.

This summary is intended to provide investors with an overview of the risks we face and should not be considered a substitute for the more detailed risk factors discussed immediately following this summary.

Risks Associated with the Proposed Transaction with Qorvo

• Completion of the proposed transaction with Qorvo may be delayed or not occur at all for a variety of reasons, including that the Merger Agreement is terminated, and the failure to complete the Mergers could adversely affect our business, results of operations, financial condition, and the market price of our common stock.

• Completion of the proposed Mergers is subject to the satisfaction or waiver of closing conditions contained in the Merger Agreement, including certain regulatory approvals which may not be received, may take longer than expected or the receipt of which may impose conditions that are not presently anticipated or that cannot be met, and if these closing conditions are not satisfied or waived, the proposed Mergers will not be completed.

• Failure to realize the benefits expected from the Mergers could adversely affect our business, results of operations, and financial condition.

• Efforts to complete the Mergers could disrupt our relationships with third parties and employees, divert management’s attention, or result in negative publicity or legal proceedings, any of which could adversely impact our operating results and ongoing business.

• The Merger Agreement contains provisions that limit our ability to pursue alternative transactions to the Mergers which could discourage a potential third party from making an alternative transaction proposal.

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

• As a result of the Mergers, we anticipate that the scope and size of our operations and business will substantially change and will result in certain incremental risks to us, including increased competition.

We may not realize the full expected benefits of the Mergers.

• The Mergers will require us to incur substantial additional indebtedness, which could reduce our flexibility to operate our business and negatively affect our financial condition, and increase the risks associated with our level of indebtedness.

Risks Associated with Operating a Global Business

• The risks of doing business internationally apply to all aspects of our operations.

• Changes in tax laws and regulations could have an adverse impact on our operating results.

• We, our customers and our suppliers are subject to the risks of doing business in China.

Risks Associated with the Development, Manufacturing, and Sale of Our Products

• Our operating results may be adversely affected by quarterly and annual fluctuations.

• We rely on a small number of customers for a large portion of our sales.

• We rely on Original Equipment Manufacturers (“OEMs”) and Original Design Manufacturers (“ODMs”) to design our products into their end products.

• Our manufacturing processes are extremely complex, specialized, and subject to disruption.

• We may not be able to maintain and improve manufacturing yields.

• We are dependent upon third parties for the manufacture, assembly, and testing of our products.

• We are dependent upon third parties for the supply of raw materials and components.

• We may not be able to effectively operate our business if we are unable to attract and retain qualified personnel.

• Our business could be adversely affected by the departure of existing members of our senior management team or if our senior management team is unable to effectively implement our strategy.

• If our senior management transitions are not successful, our business and future growth prospects could be harmed.

• We are subject to uncertainties involving the ordering and shipment of, and payment for, our products.

• We face a risk that capital needed for our business will not be available when we need it.

• We are exposed to risks related to the use of AI tools by us and others.

• We may encounter problems upgrading, enhancing, and improving our enterprise applications.

Risks Related to Acquisitions and Indebtedness

• To be successful, we may need to make additional investments and acquisitions, integrate companies we acquire, and/or enter into strategic alliances.

• Our outstanding indebtedness could reduce our flexibility to operate our business.

Risks Associated with Our Industry

• The semiconductor industry is highly cyclical and subject to significant downturns.

• The wireless communications, analog and mixed-signal semiconductor markets are characterized by significant competition.

• Remaining competitive in the semiconductor industry depends upon our ability to constantly innovate.

• Increasingly stringent environmental laws, rules, regulations, and customer expectations may require us to redesign our existing products and processes, which could adversely affect our ability to cost-effectively produce our products.

Risks Associated with Cybersecurity and Intellectual Property Protection

• We may not be able to prevent, or timely detect, information technology security breaches.

• In order to remain competitive, we must be able to successfully protect our intellectual property rights.

• We are subject to the risks of licensing third-party intellectual property.

Risks Associated with Claims and Litigation

• We may be subject to risks of litigation and disputes.

• We may be subject to claims of infringement of third-party intellectual property rights or demands that we license third-party technology.

• We may be subject to warranty claims, product recalls, and other liability claims .

Risks Associated with Owning our Common Stock

• Our stock price has been volatile and may fluctuate in the future.

• There can be no assurance that we will continue to declare cash dividends or repurchase our stock.

• Certain provisions in our organizational documents and Delaware law may make it difficult for someone to acquire control of us.

Risks Associated with the Proposed Transaction with Qorvo

Completion of the proposed transaction with Qorvo may be delayed or not occur at all for a variety of reasons, including that the Merger Agreement is terminated, and the failure to complete the Mergers could adversely affect our business, results of operations, financial condition, and the market price of our common stock.

On October 27, 2025, we entered into the Agreement and Plan of Merger (“Merger Agreement”) with Qorvo, Inc.

(“Qorvo”), Comet Acquisition Corp.

(“Merger Sub I”), and Comet Acquisition II, LLC (“Merger Sub II”), pursuant to which Merger Sub I will be merged with and into Qorvo (the “First Merger”), with Qorvo as the surviving entity in the First Merger (the “Surviving Corporation”) with the Surviving Corporation continuing as a wholly owned subsidiary of the Company, and immediately following the First Merger, and as the second step in a single integrated transaction with the First Merger, the Surviving Corporation will be merged with and into Merger Sub II (the “Second Merger,” and together with the First Merger, the “Mergers”), with Merger Sub II as the surviving entity in the Second Merger and a wholly owned subsidiary of the Company.

Completion of the Mergers is subject to customary closing conditions, including (1) the adoption of the Merger Agreement by Qorvo’s stockholders, and the approval of the issuance of common stock as merger consideration by the Company’s stockholders as required under Nasdaq listing rules, (2) the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the approval of the Mergers under certain other antitrust and foreign investment regimes, (3) the absence of any order, injunction or law prohibiting the Mergers in such jurisdictions, (4) the effectiveness of the registration statement pursuant to which shares of the Company’s common stock to be issued in the Mergers will be registered with the SEC, (5) the accuracy of the other party’s representations and warranties, subject to certain standards set forth in the Merger Agreement, (6) compliance in all material respects by the other party with its obligations under the Merger Agreement, and (7) the absence of a continuing material adverse effect with respect to each party.

Therefore, there can be no assurance that the Mergers will be completed in the expected timeframe (early in calendar year 2027), or at all.

The Merger Agreement may be terminated under certain circumstances, including that either party may terminate if the Mergers are not completed by April 27, 2027, which date may be extended to July 27, 2027, and to October 27, 2027, in each case under certain circumstances as provided in the Merger Agreement (the “Outside Date”).

Upon termination of the Merger Agreement, each party under specified circumstances, including termination by such party to accept a Superior Proposal (as defined in the Merger Agreement) or termination by the other party upon a change in such party’s board of directors’ recommendation to its

stockholders, will be required to pay the other party a termination fee of $298.7 million.

Alternatively, we, under specified circumstances, including termination following an injunction arising in connection with certain antitrust or foreign investment laws, or failure to receive certain required regulatory approvals of specified governmental authorities by the Outside Date, will be required to pay Qorvo a termination fee of $100.0 million.

Failure to complete the Mergers within the expected timeframe or at all could adversely affect our business and the market price of our common stock in a number of ways, including:

• the market price of our common stock may decline to the extent that the current market price reflects an assumption that the Mergers will be consummated;

• if the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement, we would be required to pay a termination fee of $298.7 million or $100.0 million, as described above;

• we have incurred, and will continue to incur, significant expenses for professional services in connection with the Mergers for which we will have received little or no benefit if the Mergers are not consummated;

• we may experience negative publicity and/or reactions from our investors, employees, customers, suppliers, distributors and other business partners.

Completion of the proposed Mergers is subject to the satisfaction or waiver of closing conditions contained in the Merger Agreement, including certain regulatory approvals which may not be received, may take longer than expected or the receipt of which may impose conditions that are not presently anticipated or that cannot be met, and if these closing conditions are not satisfied or waived, the proposed Mergers will not be completed.

Various consents, clearances, approvals, authorizations and declarations of non-objection, or expiration of waiting periods (or extensions thereof), from certain regulatory and governmental authorities in the United States and certain other jurisdictions are included in the Merger Agreement as conditions to completing the proposed Mergers.

Regulatory and governmental entities may impose conditions on their respective approvals, in which case lengthy negotiations may ensue among such regulatory or governmental entities, the Company and Qorvo.

Such conditions, any such negotiations and the process of obtaining such regulatory approvals, consents or clearances, including any potential changes to the terms of the Mergers, could have the effect of delaying or preventing consummation of the proposed Mergers.

Subject to the terms of the Merger Agreement, we have agreed to use our reasonable best efforts to take all actions necessary to consummate the Mergers, including cooperating to obtain the regulatory approvals necessary to complete the Mergers.

Nonetheless, certain conditions to the completion of the pending Mergers are not within our or Qorvo’s control, and we cannot predict when or if these conditions will be satisfied (or waived, as applicable).

There can be no assurance that all required approvals will be obtained or that all closing conditions will otherwise be satisfied (or waived, if applicable), and, if all required approvals are obtained and all closing conditions are satisfied (or waived, if applicable), we can provide no assurance as to the terms, conditions and timing of such approvals or that the pending Mergers will be completed in a timely manner or at all.

Even if regulatory approvals are obtained, it is possible conditions will be imposed that could result in a material delay in, or the abandonment of, the pending Mergers or otherwise have an adverse effect on the Company.

Failure to realize the benefits expected from the Mergers could adversely affect our business, results of operations, and financial condition.

The anticipated benefits we expect from the Mergers are based on projections and assumptions about our combined business with Qorvo, which may not materialize as expected or which may prove to be inaccurate.

Our business, operating results and financial condition could be adversely affected if we are unable to realize the anticipated benefits from the Mergers on a timely basis, if at all, including, among other things, realizing the anticipated cost and operational synergies from the Mergers in the anticipated amounts or within the anticipated timeframes or cost expectations, if at all.

Achieving the benefits of the Mergers will depend, in part, on our ability to integrate the business and operations of Qorvo successfully and efficiently with our business.

The challenges involved in this integration, which may be complex and time-consuming, include, among others, the following:

• avoiding business disruptions, preserving customer and other important relationships of Qorvo and attracting new business and operational relationships;

• coordinating and integrating independent research and development and engineering teams across technologies and product platforms to enhance product development while reducing costs;

• integrating financial forecasting and controls, procedures and reporting cycles;

• consolidating and integrating corporate, IT, finance, human resources and administrative infrastructures;

• coordinating sales and marketing efforts to effectively position the combined company’s capabilities and the direction of product development;

• integrating Qorvo’s systems, operations and product lines;

• meeting obligations that we will have to counterparties of Qorvo that arise as a result of the change in control of Qorvo;

• integrating employees and related HR systems and benefits, maintaining employee productivity and retaining key employees.

If we do not successfully manage these issues and the other challenges inherent in integrating a new business, then we may not achieve the anticipated benefits of the Mergers on our anticipated timeframe, if at all, and our business, revenue, expenses, operating results, financial condition and stock price could be materially adversely affected.

Efforts to complete the Mergers could disrupt our relationships with third parties and employees, divert management’s attention, or result in negative publicity or legal proceedings, any of which could adversely impact our operating results and ongoing business.

We have expended, and continue to expend, significant management time and resources in an effort to complete the Mergers, which may have a negative impact on our ongoing business and operations.

Uncertainty regarding the outcome of the Mergers and our future could disrupt our business relationships with our existing and potential customers, distributors, service providers and other business partners, who may attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than Qorvo.

Uncertainty regarding the outcome of the Mergers could also adversely affect our ability to recruit and retain key personnel and other employees.

The pendency of the Mergers may also result in negative publicity and a negative impression of us in the financial markets, and may lead to litigation against us and our directors and officers.

Even if the lawsuits are without merit, defending against or otherwise resolving these claims can result in substantial costs and divert management time and resources.

Such litigation would be distracting to management and, may, in the future, require us to incur significant costs.

Such litigation could result in the Mergers being delayed and/or enjoined by a court of competent jurisdiction, which could prevent the Mergers from being completed.

The occurrence of any of these events individually or in combination could have a material and adverse effect on our business, results of operations, and financial condition.

The Merger Agreement contains provisions that limit our ability to pursue alternative transactions to the Mergers which could discourage a potential third party from making an alternative transaction proposal.

The Merger Agreement contains provisions that preclude us from soliciting proposals relating to alternative acquisition transactions or entering into discussions or negotiations or providing non-public information in connection with any proposal for an alternative acquisition transaction from a third party, subject to certain exceptions to permit our Board of Directors to comply with its fiduciary obligations.

We have further agreed to cease and cause to be terminated any existing discussions or negotiations, if any, with regard to alternative acquisition transactions.

These prohibitions could discourage a third party from making an alternative transaction proposal.

Additionally, if the Merger Agreement is terminated and we determine to seek another business combination, we may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Merger Agreement.

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

The Merger Agreement contains customary representations, warranties and covenants, including, among others, covenants regarding the conduct of our business during the pendency of the transactions contemplated by the Merger Agreement.

These restrictions could prevent us from pursuing attractive business opportunities that may arise prior to the consummation of the Mergers and could have the effect of delaying or preventing other strategic transactions.

Although we may be able to pursue such activities with Qorvo’s consent, there is no guarantee that Qorvo will provide us with the necessary consent.

As a result of the Mergers, we anticipate that the scope and size of our operations and business will substantially change and will result in certain incremental risks to us, including increased competition.

We may not realize the full expected benefits of the Mergers .

We anticipate that the Mergers will substantially expand the scope and size of our business by adding substantial assets and operations to our existing business.

The anticipated future growth of our business will impose significant added responsibilities on management, including, among other things, the need to identify, recruit, train and integrate additional employees.

Our senior management’s attention may be diverted from the management of our business and its daily operations to the completion of the Mergers and the integration of Qorvo’s business.

Further, the Mergers could also create uncertainty for our or Qorvo’s employees and customers, particularly during the post-transaction integration process.

It could also disrupt existing business relationships, make it more difficult to develop new business relationships, or otherwise negatively impact the way that we operate our business.

We also anticipate that the Mergers will result in increased competition.

Qorvo operates in highly competitive segments and is facing increasing competition for its products and services.

These competitive pressures may result in decreased sales volumes, price reductions and/or increased operating costs, and could result in lower revenues, margins and net income for the combined company.

The Mergers could also result in our failure to realize expected synergies or cost savings.

Our ability to manage our business and growth will require us to continue to improve our operational, financial and management controls, reporting systems and procedures.

We may also encounter risks, costs and expenses associated with any undisclosed or other

unanticipated liabilities and use more cash and other financial resources on integration and implementation activities than we expect.

We may not be able to integrate the Qorvo business into our existing operations on our anticipated timelines or realize the full expected economic benefits of the Mergers, which may have a material adverse effect on our business, operating results and financial condition.

In addition, the completion of the Mergers may heighten the potential adverse effects on our business, operating results or financial condition described elsewhere in the Risk Factors in this Annual Report on Form 10-K.

The Mergers will require us to incur substantial additional indebtedness, which could reduce our flexibility to operate our business and negatively affect our financial condition, and increase the risks associated with our level of indebtedness.

We already have substantial outstanding indebtedness.

For risks related to such indebtedness, see the risks set forth in “ Our outstanding indebtedness could reduce our flexibility to operate our business.

We expect to incur a substantial amount of additional indebtedness in connection with the Mergers and have entered into the Bridge Commitment Letter for the purpose of financing a portion of the cash consideration to be paid in the Mergers, paying related fees and expenses in connection with the Mergers and the other transactions contemplated by the Merger Agreement and, in certain circumstances, if required, to refinance certain of Qorvo’s outstanding senior notes.

We expect to use a portion of the proceeds from the facilities to repay Qorvo’s existing credit facility substantially concurrently with the completion of the Mergers.

Our ability to obtain new debt financing will depend on, among other factors, prevailing market conditions and other factors beyond our control.

We cannot assure you that we will be able to obtain new debt financing on terms acceptable to us or at all, and any such failure could materially adversely affect our operations and financial condition.

Our obligation to complete the Mergers is not conditioned upon the receipt of any financing.

In addition, in connection with the Mergers, we may choose to assume all or a portion of Qorvo’s outstanding senior notes.

Qorvo’s senior notes contain restrictive covenants (subject to suspension in the event of investment grade ratings), some of which are more restrictive than those applicable to our current indebtedness, including those that would limit the ability of Qorvo (as our subsidiary) and certain of its subsidiaries to:

incur additional debt;

pay dividends, make other distributions or repurchase or redeem its capital stock;

prepay, redeem or repurchase certain debt;

make loans and investments;

sell, transfer or otherwise dispose of assets;

incur or permit to exist certain liens;

enter into certain types of transactions with affiliates (including with us and our other subsidiaries);

enter into agreements restricting its subsidiaries’ ability to pay dividends;

and consolidate, amalgamate, merge or sell all or substantially all of its assets.

As a result, the assumption of Qorvo’s senior notes, to the extent those covenants remain in effect, could limit our operating and financial flexibility.

Following the Mergers, the substantial indebtedness incurred or assumed in connection with the Mergers could have materially adverse effects on our business, operating results and financial condition, including, among other things:

• increasing our vulnerability to changing economic, regulatory and industry conditions;

• limiting our ability to compete and our flexibility in planning for, or reacting to, changes in our business and the industry;

• placing us at a competitive disadvantage compared to our competitors with less indebtedness;

• increasing our interest expense and potentially requiring us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing the availability of cash to fund our business needs;

• limiting our ability to return equity through stock repurchases or pay dividends to our stockholders;

• limiting our ability to borrow additional funds in the future to fund growth, acquisitions, working capital, capital expenditures or other purposes;

• increasing the risks described under “ Our outstanding indebtedness could reduce our flexibility to operate our business.

Risks Associated with Operating a Global Business

The risks of doing business internationally apply to all aspects of our operations.

We derive significant revenues from customers located outside the United States, primarily in countries located in the Asia-Pacific region and Europe.

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• interest rates, as well as changes in existing and expected interest rates, which may vary across the jurisdictions in which we do business,

• global, regional, and local economic and political conditions, including, but not limited to, social, economic, political, and supply chain instability related to the uncertainty regarding the relationships among the United States, China, Taiwan, Russia, Mexico, North Korea, Israel, other Middle Eastern countries, Japan, Singapore, other foreign countries, and the international community at large, as well as related to armed conflicts, such as the conflict between Russia and Ukraine and the conflicts in Israel and the Middle Eastern region, that exist, or in the future could exist, in various jurisdictions around the world,

• restrictive governmental actions (such as restrictions on transfer of funds, restrictions on individuals’ movement, including travel restrictions, quarantines, lockdowns, and curfews, trade protection measures, including export duties, quotas, customs duties, border taxes, border closures, increased import or export controls, export licenses, and tariffs, and restrictions on the purchase of products made or containing technology or components from certain companies or from companies located in certain jurisdictions), or actions by non-governmental individuals and groups (such as protests, boycotts, insurgencies, organized crime, and general civil unrest), that could negatively impact trade between, or increase the cost of operating in, the countries in which we do business,

• global, regional, and local economic and political conditions, including social, economic, political, and supply chain instability related to the uncertainty regarding the relationships among the United States, China, Taiwan, Russia, Mexico, Israel, other Middle Eastern countries, Japan, Singapore, India, Canada and other foreign countries, and the international community at large, as well as related to armed conflicts, such as the conflict between Russia and Ukraine and the conflicts in Israel and the Middle Eastern region, that exist, or in the future could exist, in various jurisdictions around the world,

• the imposition of or changes to tariffs, including the tariffs announced by the United States in 2025 with respect to numerous global trading partners and sectors, and any retaliatory tariffs or measures by any such trading partners, including countermeasures by China, have impacted and could further negatively impact trade between, or increase the cost of operating in, or increase the cost of or negatively impact the demand for, our products or our customers’ products in the countries in which we or our customers do business,

• the laws and policies of the United States and other countries affecting trade and foreign investment, including prohibitions on certain trade and other activities in China, Russia, Belarus, and portions of Ukraine, and the entry into, withdrawal from, or renegotiation of trade agreements by the United States (or other jurisdictions) potentially affecting Mexico, China, Japan, Singapore, Korea, Taiwan, Canada, and other countries in which we do business,

• other restrictive or punitive governmental actions (such as restrictions on transfer of funds, restrictions on individuals’ movement, travel restrictions, quarantines, lockdowns, and curfews, trade protection measures, including export duties, quotas, customs duties, border taxes, border closures, increased import or export controls, import and export licenses, and restrictions on the purchase of products made or containing technology or components from certain companies or from companies located in certain jurisdictions), or actions by non-governmental individuals and groups (such as protests, boycotts, insurgencies, organized crime, and general civil unrest), that could negatively impact trade between, or increase the cost of operating in, the countries in which we do business,

• labor market conditions and laws,

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• changes in, or non-compliance with, legal or regulatory import/export requirements, including restrictions on selling to certain customers or into certain jurisdictions,

• natural disasters and severe weather events, including, but not limited to, earthquakes, wildfires, droughts, hurricanes, tsunamis, floods, rising sea levels, as well as other impacts of climate change,

• natural disasters and severe weather events, including earthquakes, wildfires, droughts, hurricanes, tsunamis, floods, rising sea levels, as well as other impacts of climate change,

• acts of terrorism, widespread illness, the effects of global health crises on business conditions in our industry or in the jurisdictions in which we do business, or other deterioration of public health conditions, and war,

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• cultural differences in the conduct of business,

• direct or indirect government actions, subsidies, or policies aimed at supporting local industry,

• the laws and policies of the United States and other countries affecting trade, foreign investment and loans, foreign travel, and import or export licensing requirements, including, but not limited to, prohibitions on certain trade and other activities in China, Russia, Belarus, and portions of Ukraine,

• withdrawal from, or renegotiation of, existing trade agreements by the United States (or other jurisdictions) potentially affecting Mexico, China, and other countries in which we do business,

• direct or indirect government actions, subsidies, or policies aimed at supporting local industry or markets,

• changes in current or future tax law or regulations or new interpretations thereof, by federal or state agencies or foreign governments,

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• results of audits and examination of previously filed tax returns, and

• limitations on our ability under local laws to protect or enforce our intellectual property rights in a particular foreign jurisdiction.

• limitations on our ability under local laws to protect or enforce our intellectual property rights.

Additionally, we are subject to risks in certain global markets in which wireless operators provide subsidies on handset sales to their customers.

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It is costly, time-consuming, and requires significant resources to comply with the numerous, and sometimes conflicting, legal regimes in the jurisdictions in which we conduct business on matters as diverse as anti-corruption, anti-bribery, import/export controls, content requirements, trade restrictions, tariffs, taxation, sanctions, immigration, intellectual property, sustainability, internal and disclosure control obligations, securities regulation, competition, data privacy and protection, employment, and labor relations.

Violations of one or more of these legal regimes’ laws and regulations in the conduct of our business could result in significant fines, penalties, or monetary damages, criminal sanctions against us or our officers, prohibitions on doing business, unfavorable publicity and other reputational damage, restrictions on our ability to process information, and allegations by our counterparties that we have not performed our contractual obligations.

Violations of one or more of these legal regimes’ laws and regulations in the conduct of our business could result in significant fines, penalties, or monetary damages, criminal

sanctions against us or our officers, prohibitions on doing business, unfavorable publicity and other reputational damage, restrictions on our ability to process information, and allegations by our counterparties that we have not performed our contractual obligations.

Changes in tax laws and regulations could have an adverse impact on our operating results.

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Beginning in fiscal 2023, for U.S.

income tax purposes we were required to capitalize our research and development expenses and amortize them over five or fifteen years, rather than deduct them in the year incurred, which has increased, and which we expect will continue to increase, our taxes payable, resulting in reduced near term-cash flows.

Furthermore, on August 16, 2022, the U.S.

government enacted the Inflation Reduction Act (“IRA”), which imposes a corporate alternative minimum tax (“CAMT”) of 15% on adjusted financial statement income for certain corporations, as well as an excise tax on corporate stock repurchases.

While the IRA did not have a material impact to the Company’s financial statements for fiscal 2024, it could have a material impact in future periods depending on various factors, including the amount and frequency of our stock repurchases and the applicability of the CAMT to the Company.

income tax purposes, we were required to capitalize and amortize our research and development expenses over five or fifteen years, rather than deduct them in the year incurred.

In July 2025, the U.S.

government enacted the One Big Beautiful Bill Act (“OBBBA”), which restores immediate expensing for domestic research and development expenses starting in the tax years beginning after December 31, 2024.

The Company is subject to a corporate alternative minimum tax (“CAMT”) of 15% on adjusted financial statement income, as well as an excise tax on corporate stock repurchases under the Inflation Reduction Act (“IRA”).

The IRA could have a material impact depending on various factors, including the amount and frequency of our stock repurchases and the applicability of the CAMT to the Company.

In addition, we may utilize the optional election to capitalize and amortize the domestic research and development expenses for tax purposes, where applicable, and which we expect will continue to increase, our taxes payable, resulting in reduced near-term cash flows.

The OBBBA contains numerous other provisions, including the permanent extension or restoration of certain expiring corporate income tax provisions, originally introduced by the Tax Cuts and Jobs Act of 2017, and incremental modifications to the international tax framework.

Certain provisions became effective and were reflected in the Company’s fiscal 2025 financial results, while others will become effective in future periods.

Skyworks continues to evaluate the provisions of the OBBBA and its potential impact to the Company.

Because the changes in U.S.

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Furthermore, countries where we are subject to taxes, including the United States, are evaluating their tax policies and rules on a regular basis, and we may see significant changes in legislation and regulations concerning taxation.

Our manufacturing facilities in Mexico authorized to operate as maquiladoras are subject to various restrictions and requirements, including compliance with the terms of the maquiladora program and other local regulations.

Failure to comply with these regulations, ceasing to qualify for maquiladora status or other disruptions within the program would cause our manufacturing costs in Mexico to increase and could adversely affect our business, results of operations, financial condition, and cash flows.

We are unable to predict what tax changes may be enacted in the future or what effect such changes would have on our business, but such changes could affect our effective tax rates in countries where we have operations and could have an adverse effect on our overall tax position in the future, along with increasing the complexity, burden, and cost of tax compliance.

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For a discussion of the impact the tax holiday has on Singapore taxes owed by us, see Note 8 to Item 8 of this Annual Report on Form 10-K.

We are subject to the risks of doing business in China.

Demand from Chinese customers may be adversely affected by China’s evolving laws and regulations, including those relating to taxation, import and export tariffs and restrictions, currency controls, environmental regulations, privacy and information

security, indigenous innovation, and intellectual property rights and enforcement of those rights.

We, our customers and our suppliers are subject to the risks of doing business in China.

Demand from customers in China may be adversely affected by China’s evolving laws and regulations, including those relating to taxation, import and export tariffs and restrictions, currency controls, environmental regulations, privacy and information security, indigenous innovation, and intellectual property rights and enforcement of those rights.

Enforcement of existing laws or agreements may be inconsistent, and the potential issuance of new laws and regulations creates uncertainty.

In addition, changes in the political environment, economic environment, governmental policies, United States-China relations, or China-Taiwan relations could result in revisions to laws or regulations or their interpretation and enforcement, exposure of our intellectual property, increased taxation, restrictions on imports, import duties, or currency revaluations, any of which could have an adverse effect on our business plans and operating results.

In particular, the imposition by the United States of tariffs on goods imported from China, or deemed to be of Chinese origin, and other government actions that restrict our ability to sell our products to Chinese customers or to manufacture or source components in China, and countermeasures imposed by China in response, could directly or indirectly adversely impact our manufacturing costs, the availability and cost of materials, including gallium, germanium, antimony, and rare earth metals, and the sales of our products in China and elsewhere.

For example, the U.S.

government has expanded export restrictions, and might continue expanding export restrictions, including by adding certain Chinese entities to the U.S.

Bureau of Industry and Security’s Entity List (“Entity List”) or other entity lists, which has limited, and could in the future limit, our ability to sell to certain of those entities and to third parties that do business with those entities.

In particular, the imposition by the United States of new tariffs, including the tariffs announced in 2025, on goods imported from China, or deemed to be of Chinese origin, and other

government actions that restrict our ability to sell our products to Chinese customers or to manufacture or source components in China, and countermeasures imposed by China in response, including the countermeasures announced in 2025, has impacted and could continue directly or indirectly adversely impacting our manufacturing costs, the availability and cost of materials, including gallium, germanium, antimony, tungsten, molybdenum, scandium, and other rare earth metals/critical minerals, and the sales of our products in China, the United States and elsewhere.

Such actions, including any threatened or actual tariffs and retaliatory measures, could also increase the prices of or negatively impact the demand for our customers’ products, which could negatively impact the sales of our products to those customers.

In addition, the U.S.

government has expanded export restrictions, and might continue expanding export restrictions, including by adding additional Chinese entities to the U.S.

Bureau of Industry and Security’s Entity List (“Entity List”) or other entity lists, which has limited, and could in the future further limit, our ability to sell to certain of those entities and to third parties that do business with those entities.

These restrictions have negatively impacted, and may continue to negatively impact, sales of our products.

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In addition, geopolitical changes in China-Taiwan relations could disrupt the operations of several companies in Taiwan that are suppliers to, or third-party partners of, the Company, our customers, and our customers’ other suppliers.

Disruption of certain critical operations in Taiwan would adversely affect our ability to manufacture certain products and would likely have substantial negative effects on the entire semiconductor industry.

Disruption of certain critical operations in, or of shipping to or from, Taiwan would adversely affect our ability to manufacture certain products and would likely have substantial negative effects on the entire semiconductor industry.

Finally, China’s investments in technology development and manufacturing capability in support of its stated policy of reducing its dependence on foreign semiconductor manufacturers and other technology companies has likely already resulted, and we expect will continue to result, in reduced demand for our products in China and other key markets as well as reduced supply of critical materials for our products.

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These factors include, among others:

• delays in the widespread deployment or adoption of commercial 5G networks, AI and other new technologies,

• changes in end-user demand for the products manufactured and sold by our customers,

• the level of widespread deployment or adoption of commercial 5G networks, AI and other new technologies,

• changes in end-user demand for the products manufactured and sold by our customers, including longer replacement cycles for smartphones,

• the effects of competitive pricing pressures, including decreases in average selling prices of our products,

• the volume and mix of phones sold by our largest customer,

• production capacity levels and fluctuations in manufacturing yields,

• availability and cost of materials and services from our suppliers,

• the gain or loss of significant customers,

• the gain or loss of significant customers, or sockets with any such customers,

• our ability to develop, introduce, and market new products and technologies on a timely basis,

• market acceptance of our products and our customers’ products including, but not limited to, market acceptance of new, emerging technologies, such as AI,

• market acceptance of our products and our customers’ products including market acceptance of, or our customers’ ability to incorporate, new, emerging technologies, such as AI,

• new product and technology introductions by competitors,

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We employ certain methods, assumptions, estimates, and other subjective judgments in order to apply our accounting policies and to project future performance, and such projections may be publicly disclosed from time to time.

Changes to such methods, assumptions, estimates, and judgments, combined with other factors that are difficult to forecast, including the factors listed above, could materially and adversely affect our quarterly or annual operating results and could produce actual operating results

that differ significantly from previous estimates and projections.

If our operating results fail to meet the expectations of analysts or investors, it could materially and adversely affect the price of our common stock.

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In each of fiscal 2025, fiscal 2024, and fiscal 2023, one customer accounted for greater than ten percent of our net revenue.

As of September 27, 2024, three customers represented 80 % of our aggregate gross accounts receivable.

As of October 3, 2025, three customers represented 82 % of our aggregate gross accounts receivable.

For further discussion on customer concentration, see Note 14 to Item 8 of this Annual Report on Form 10-K.

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Even after a design win, the customer is not obligated to purchase our products and can choose at any time to reduce or cease use of our products, for example, if its own products are not commercially successful, or for any other reason.

We do not obtain design wins on everything that we compete for, and we may not continue to achieve design wins or to convert design wins into actual sales.

In the past, we have not and do not achieve design wins on all the products, content and sockets that we compete for, and we have lost content and sockets at our customers as a result, including with our largest customer.

Where we have achieved design wins in the past with customers, we have not continued to and may not continue to achieve design wins with customers in the future or may not convert such design wins into actual sales.

Failure to achieve design wins or to convert design wins into sales could materially and adversely affect our operating results.

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Even if alternative production capacity is available, we may not be able to obtain it on favorable terms, which could result in higher costs and/or a loss of customers and revenue.

Likewise, lower-than-expected demand, could lead to underutilized manufacturing facilities, which could negatively impact our financial results.

Likewise, lower-than-expected demand, which has occurred from time to time, has led to, and could in the future lead to, underutilized manufacturing facilities, which could negatively impact our financial results.

In addition, during periods of higher-than-expected demand, which has also occurred, we may have difficulty manufacturing a sufficient quantity of products, which could lead to our inability to meet customer needs and requirements as well as obligations under our agreements, which could negatively impact our financial results.

Any such failure to meet customer demand could also result in the loss of future business opportunities, including lost design wins, which could also negatively impact our financial results.

Our key facilities include, but are not limited to, our semiconductor wafer fabrication facilities in Newbury Park, California, and Woburn, Massachusetts;

our SAW, TC-SAW, and BAW filter wafer processing facilities in Osaka, Japan;

and our packaging, assembly and test facilities in Mexicali, Mexico, and in Singapore (“Singapore Filter Manufacturing Facility”).

and our packaging, assembly and test facilities in Mexicali, Mexico, and in Singapore for filters (“Singapore Filter Manufacturing Facility”).

Several of our key facilities are leased or subleased.

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We operate under a sublease for our Singapore Filter Manufacturing Facility that expires in July 2030.

Because the owner of the site for our Singapore Filter Manufacturing Facility has decided to redevelop it for other uses, the potential maximum amount of time we may be able to extend our sublease is five additional years.

We have been engaged in discussions with the owner of the site and intend to request an extension of the sublease for five years, which request we will be permitted to make in February 2025.

However, there is no guarantee that we will be able to secure an extension.

In any event, we will need to relocate our Singapore Filter Manufacturing Facility, and we

have been exploring alternative sites in other locations.

Relocation would be complex and could require, among other things, the transfer of equipment and process nodes and qualification of new or transferred production lines.

This or any relocation or consolidation of facilities could result in disruptions to our business, including potential production interruptions or delays, quality problems, difficulties forecasting our production capabilities, challenges retaining employees or hiring new employees, and the incurrence of significant capital and other expenses, which could have a material adverse effect on our financial condition, results of operations or cash flow.

Because the owner of the site for our Singapore Filter Manufacturing Facility

has decided to redevelop it for other uses, we will need to relocate our Singapore Filter Manufacturing Facility by the end of the sublease, and we have been exploring alternative sites in other locations.

Relocation will be complex and will require, among other things, the transfer of equipment and process nodes and qualification of new or transferred production lines.

In addition, we announced in August 2025 that we took action aimed to optimize our U.S.

factory footprint by planning for the closure of our wafer fabrication manufacturing operations in Woburn, Massachusetts and consolidating such manufacturing into Newbury Park, California.

These activities or any other relocation, closure or consolidation of facilities or operations could result in disruptions to our business, including potential production interruptions or delays, quality problems, difficulties forecasting our production capabilities, challenges retaining employees or hiring new employees, and the incurrence of significant capital and other expenses, which could have a material adverse effect on our financial condition, results of operations or cash flow.

In addition, we may not be able to optimize our factory footprint and achieve any financial and operational benefits from such efforts, including reducing our fixed cost base, improving utilization rates, increasing gross margins, and improving overall efficiency, which could have a material adverse effect on our financial condition, results of operations or cash flow.

While we maintain insurance coverage to mitigate business continuity risks, among other risks, such coverage may be insufficient to cover all losses or all types of claims that may arise.

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These disruptions could have a material adverse effect on our business, results of operations, and financial condition.

We may not be able to maintain and improve manufacturing yields that contribute positively to our gross margin and profitability.

We may not be able to maintain and improve manufacturing yields.

Minor deviations or disturbances in the manufacturing process can cause substantial manufacturing yield loss, and in some cases, cause production to be suspended and impact our ability to meet customer demand on a timely basis.

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Although we own and operate assembly and test facilities, as part of our supply resilience and business continuity strategies, we still depend on subcontractors to package, assemble, and test certain of our products at cost-competitive rates.

For those assembly and test subcontractors with whom we do not have long-term agreements, we typically procure services on a per-order basis.

If any of our subcontractors experiences capacity constraints or financial difficulties, suffers any damage to its facilities, experiences outages or any other disruption of assembly or testing capacity, we may not be able to obtain alternative assembly and testing services in a timely manner and/or at cost-competitive rates.

For those assembly and test subcontractors with whom we do not have long-term agreements, we typically procure services on a per-

If any of our subcontractors experiences capacity constraints or financial difficulties, suffers any damage to its facilities, experiences outages or any other disruption of assembly or testing capacity or is otherwise unable or unwilling to provide us sufficient capacity to meet our demand, we may not be able to obtain alternative assembly and testing services in a timely manner and/or at cost-competitive rates.

Due to the amount of time that it usually takes to qualify assembly and test subcontractors, we could experience significant delays and/or increased costs in product shipments if we are required to find alternative assembly and test subcontractors for our components.

Any problems that we

may encounter with the delivery, quality, or cost of our products could damage our customer relationships and materially and adversely affect our business, results of operations, and financial condition.

These supply challenges have impacted, and may continue to impact, our ability to satisfy increases in demand for our products.

Any problems that we may encounter with the delivery, quality, or cost of our products could damage our customer relationships and our ability to establish new customer relationships and materially and adversely affect our business, results of operations, and financial condition.

During fiscal 2022, we entered into long-term capacity reservation and supply agreements with certain third-party foundries, under which we agreed to certain minimum purchase commitments.

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Our manufacturing operations depend on obtaining adequate supplies of raw materials and components used in our manufacturing processes at a competitive cost.

Although we maintain relationships with suppliers located around the world with the objective of ensuring that we have adequate sources for the supply of raw materials and components for our manufacturing needs, increases in demand from the semiconductor industry for such raw materials and components (including, but not limited to, gallium, germanium, and precious and rare earth metals), as well as increased demand for commodities in general, can result in tighter supplies and higher costs.

Although we maintain relationships with suppliers located around the world with the objective of ensuring that we have adequate sources for the supply of raw materials and components for our manufacturing needs, increases in demand from the semiconductor industry for such raw materials and components (including, but not limited to, gallium, germanium, and other critical minerals and rare earth metals), as well as increased demand for commodities in general, can result in tighter supplies and higher costs.

Our suppliers may not be able to meet our delivery schedules;

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If a supplier were unable to meet our delivery schedules, if we lost a supplier, or if a supplier were unable to meet performance or quality specifications, our ability to satisfy customer obligations would be materially and adversely affected because the time required to identify and qualify an alternative supply source, where available, is typically lengthy.

In part as a result of the COVID-19 pandemic, we experienced supply constraints for certain materials and components, which impacted production lead times, the cost of such materials and components, and our ability to meet customer demand for our products.

In addition, we review our relationships with suppliers of raw materials and components for our manufacturing needs on an ongoing basis.

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As the source of our technological and product innovations, our key engineering and technical personnel represent a significant asset.

Our success depends on our ability to continue to attract, retain, and motivate qualified personnel, including executive officers and other key management, engineering, and technical personnel.

The competition for management, engineering, and technical personnel is intense in the semiconductor industry, particularly in the locations in which we operate, and therefore we may not be able to continue to attract and retain the qualified personnel necessary for the design, development, manufacture, and sale of our products.

Our employees are in high demand, and our competitors and other companies may be able to offer compensation or other opportunities in excess of what we offer.

Our success depends on our ability to continue to attract, retain, and motivate qualified personnel, including executive officers and other key management, sales, engineering, and technical personnel.

The competition for management, sales, engineering, and technical personnel is intense in the semiconductor industry, particularly in the locations in which we operate, and therefore we may not be able to continue to attract and retain the qualified personnel necessary for the design, development, manufacture, and sale of our products.

Our employees are in high demand, and our competitors and other companies may offer compensation or other opportunities in excess of what we offer.

We may have particular difficulty attracting and retaining key personnel during periods of poor operating performance and/or declines in the price of our common stock, given, among other factors, the use of equity-based compensation by us and our competitors.

If we are unable to obtain required stockholder approval for future increases in the number of shares available under our long-term incentive plans, we may be limited in granting equity-based incentive awards, which may impair our efforts to attract and retain necessary personnel.

Further, existing immigration laws and difficulties obtaining visas, together with any changes to immigration policies or regulations in the United States, make it more difficult for us to recruit and retain highly skilled foreign national graduates of universities (in the United States or abroad), limiting the pool of available talent.

Additionally, if we are unable to obtain required stockholder approval for future increases in the number of shares available under our long-term incentive plans, we may be limited in granting equity-based incentive awards, which may impair our efforts to attract and retain necessary personnel.

Further, existing immigration laws, as well as difficulties and increased costs in obtaining visas, together with any changes to immigration policies or regulations in the United States, such as the increased cost for H-1B worker visas announced in September 2025, make it more difficult for us to recruit and retain highly skilled foreign nationals (in the United States or abroad), limiting the pool of available talent.

The increased ability of employees in our industry to work from home or in other remote work arrangements has impacted, and may continue to impact, the mobility and turnover of our employees, potentially making it more difficult for us to compete in the job market.

We continue to anticipate increases in human resource needs, particularly in engineering.

We continue to anticipate increases in human resource needs,

particularly in engineering.

The loss of the services of one or more of our key employees or our inability to attract, retain, and motivate qualified personnel could have a material adverse effect on our ability to operate our business.

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Our success depends, in large part, on the continued contributions of our senior management team, none of whom is bound by a written employment contract to remain with us for a specified period.

The loss of any member of our senior management team could harm our ability to implement our business strategy and respond to the rapidly changing market conditions in which we

The loss of any member of our senior management team could harm our ability to implement our business strategy and respond to the rapidly changing market conditions in which we operate.

In addition, the loss of certain members of our senior management team could harm our relationships with key customers and negatively impact our future revenue, results of operations, and financial condition.

If our senior management transitions are not successful, our business and future growth prospects could be harmed.

In fiscal 2025, we implemented several senior management changes.

On February 17, 2025, Philip Brace began to serve as our Chief Executive Officer.

On June 2, 2025, Todd Lepinski began to serve as our Senior Vice President, Sales and Marketing.

On September 8, 2025, Philip Carter began to serve as our Chief Financial Officer.

Any significant leadership change involves inherent risks, including potential disruptions to our operations or relationships with customers, suppliers, and key employees, and can be inherently difficult to implement.

If our recent senior management transitions are not successful for any reason, our business could be adversely impacted.

We are subject to uncertainties involving the ordering and shipment of, and payment for, our products.

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We face a risk that capital needed for our business will not be available when we need it.

To the extent that our existing cash and cash equivalents and cash generated from operations are insufficient to fund our future activities (including, but not limited to, capital expenditures), we may need to raise additional funds through public or private equity or debt financing.

To the extent that our existing cash and cash equivalents and cash generated from operations are insufficient to fund our future activities (including capital expenditures), we may need to raise additional funds through public or private equity or debt financing.

If unfavorable capital market conditions exist in the event we were to seek additional financing, we may not be able to raise sufficient capital on favorable terms and on a timely basis, if at all.

Failure to obtain capital when required by our business circumstances would have a material adverse effect on us.

In addition, the future growth of our business is likely to require the expansion or improvement of our manufacturing facilities, the upgrade of our manufacturing equipment, strategic investments, and/or corporate acquisitions.

In addition, the future growth of our business is likely to require improvement and/or expansion of our manufacturing facilities, upgrading of our manufacturing equipment, strategic investments, and/or corporate acquisitions.

Due in part to our repayment obligations on our outstanding indebtedness, the capital required to fund these investments may not be available in the future.

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Our competitors may be more successful in their use of AI tools, including by developing superior products or improving their operations with the assistance of AI.

Additionally, there could be adverse impacts from inaccurate or flawed algorithms.

Our use of AI tools could also result in the loss of confidential information or intellectual property or an inability to claim or enforce intellectual property rights, as well as subject us to risks related to intellectual property infringement or misappropriation, data privacy, cybersecurity, and the unauthorized use of Company data.

The jurisdictions in which we conduct business have and may adopt laws and regulations related to AI, which could cause us to incur greater compliance costs, limit our use of AI tools, or subject us to legal liabilities.

Additionally, there could be adverse impacts from inaccurate or flawed algorithms, training, or data sets.

The jurisdictions in which we conduct business have and may adopt laws and

regulations related to AI that could cause us to incur greater compliance costs, limit our use of AI tools, or subject us to legal liabilities.

We may encounter problems upgrading, enhancing, and improving our enterprise applications.

We have been and are engaging in activities to upgrade, enhance and improve various Company enterprise applications and information technology systems, including relating to demand management, enterprise management, quality, sales and marketing, and sourcing.

These activities may not result in the benefits we expect and could cause disruptions to our operations, including interruptions or delays in sales or purchasing processes, business continuity, and maintaining effective internal controls, which could have a material adverse effect on our business.

Risks Related to Acquisitions

These activities may not result in the benefits we expect and could cause disruptions to our operations, which could have a material adverse effect on our business.

Risks Related to Acquisitions and Indebtedness

To be successful, we may need to make additional investments and acquisitions, integrate companies we acquire, and/or enter into strategic alliances.

Although we have invested in the past, and intend to continue to invest, significant resources in internal research and development activities, the complexity and rapidity of technological changes and the significant expense of internal research and development make it impractical for us to pursue development of all technological solutions on our own.

On an ongoing

basis, we review investment, alliance, and acquisition prospects that would complement or expand our product offerings, augment our market coverage, or enhance our technological capabilities.

On an ongoing basis, we review investment, alliance, and acquisition prospects that would complement or expand our product offerings, augment our market coverage, or enhance our technological capabilities.

We may not be able to identify and consummate suitable investment, alliance, or acquisition transactions in the future.

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If such assets are found to be impaired, they will be written down to estimated fair value, with a charge against earnings.

We incurred indebtedness in connection with the acquisition of the Infrastructure and Automotive business of Silicon Labs, which could reduce our flexibility to operate our business.

Our outstanding indebtedness could reduce our flexibility to operate our business.

In May 2021, the Company issued in a public offering $500 million of 1.80% Senior Notes due 2026 and $500 million of 3.00% Senior Notes due 2031 (collectively, the “Notes”), which Notes remain outstanding.

The proceeds from the issuance of Notes were used to finance a portion of the purchase price for the Company’s acquisition of certain assets, rights, and properties, and its assumption of certain liabilities, comprising Silicon Labs’ Infrastructure and Automotive business, on July 26, 2021 (the “Acquisition”).

For further discussion, see Note 16 to Item 8 of this Annual Report on Form 10-K.

Additionally, on May 21, 2021, the Company entered into a revolving credit agreement with various financial institutions, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent, providing for a $750 million revolving credit facility (the “Revolving Credit Facility”).

Borrowings under the Revolving Credit Facility could be used for general corporate purposes and working capital needs of the Company and its subsidiaries.

Indebtedness under our Revolving Credit Facility or the Notes could have the effect, among other things, of reducing our flexibility to respond to changing business and economic conditions.

In addition, we expect to incur a substantial amount of additional indebtedness in connection with the Mergers and have entered into the Bridge Commitment Letter for the purpose of financing a portion of the cash consideration to be paid in the Mergers, paying related fees and expenses in connection with the Mergers and the other transactions contemplated by the Merger Agreement and, in certain circumstances, if required, to refinance certain of Qorvo’s outstanding senior notes.

For risks related to such indebtedness, see the risks set forth in “ The Mergers will require us to incur substantial additional indebtedness, which could reduce our flexibility to operate our business and negatively affect our financial condition, and increase the risks associated with our level of indebtedness.

Existing indebtedness under our Revolving Credit Facility or the Notes could have the effect, among other things, of reducing our flexibility to respond to changing business and economic conditions.

We also have incurred, and will continue to incur, various costs and expenses associated with our indebtedness.

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We are exposed to interest rate risk through our Revolving Credit Facility, which is subject to variable interest rates, and interest rate increases have led to increased interest payments.

Our existing indebtedness or incurrence of any additional indebtedness could reduce funds available for working capital, capital expenditures, acquisitions, and other general corporate purposes and may create competitive disadvantages relative to other companies with lower debt levels.

Our existing indebtedness or incurrence of any additional indebtedness, including the indebtedness contemplated in connection with the Mergers, could reduce funds available for working capital, capital expenditures, acquisitions, and other general corporate purposes and may create competitive

disadvantages relative to other companies with lower debt levels.

If we were to refinance the Notes, we may not be able to do so on favorable terms or rates.

In addition, our credit ratings, combined with fluctuating interest rates, affect the cost and availability of future borrowings and, accordingly, our cost of capital.

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An inability to obtain or maintain a rating could increase the cost of future borrowings or refinancings of our indebtedness, limit our access to sources of financing in the future, or lead to other potentially adverse consequences.

The agreements that govern our indebtedness contain various covenants that impose restrictions that may affect our ability to operate our businesses.

The agreements that govern the Notes and the Revolving Credit Facility contain various affirmative and negative covenants that, subject to certain significant exceptions, restrict our ability to, among other things, have liens on our property, change the nature of our business, and/or merge or consolidate with any other person or sell or convey certain assets to any one person.

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The wireless communications, analog and mixed-signal semiconductor markets are characterized by significant competition.

The wireless communications semiconductor industry, in general, and the other analog markets in which we compete are very competitive, which may cause pricing pressures, decreased gross margins, and rapid loss of market share.

The wireless communications semiconductor industry, in general, and the other analog and mixed-signal markets in which we compete are very competitive, which may cause pricing pressures, decreased gross margins, and rapid loss of market share.

We compete with international and United States semiconductor manufacturers of all sizes in terms of resources and market share, including, but not limited to, Analog Devices, Broadcom, Cirrus Logic, Murata Manufacturing, NXP Semiconductors, Qorvo, Qualcomm, and Texas Instruments.

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• maintaining access to manufacturing capacity, raw materials, supplies, and services at a competitive cost, and

• the ability to secure government incentives and grants, such as funding available under the CHIPS and Science Act of 2022.

• the ability to secure government incentives, credits and grants.

We might not be able to successfully address these factors.

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• strong financial, sales and marketing, manufacturing, distribution, technical, or other resources.

As a result, certain competitors may be able to adapt more quickly than we can to new or emerging technologies, such as AI, and changes in customer requirements or may be able to devote greater resources to the development, promotion, and sale of

their products than we can.

As a result of industry consolidation, certain competitors may be able to further exploit such benefits to strengthen their competitive position.

Our baseband reference design partners may leverage their market position by integrating additional functionality into their product offerings that compete with our solutions.

If such a product offering were competitive with our solution as to performance, price, and quality, or if the interoperability of our solution with the partner’s baseband products were to be restricted, our business could be adversely impacted.

Current and potential competitors have established, or may in the future establish, financial or strategic relationships among themselves or with customers, resellers, or other third parties.

These relationships may affect customers’ purchasing decisions.

Accordingly, it is possible that new competitors or alliances among competitors could emerge, causing such competitors to rapidly acquire significant market share.

Our reference design partners have leveraged and may continue to leverage their market position by bundling product offerings or integrating additional functionality into their product offerings that compete with our solutions.

Such product offerings have been competitive with and may continue to be competitive with our solution as to performance, price, and quality, which has and could continue to negatively impact our business and financial performance, and if the interoperability of our solution with the partner’s products were to be restricted, our business could be further adversely impacted.

Current and potential competitors have established, or may in the future establish, financial, contractual, or strategic relationships among themselves or with customers, resellers, or other third parties.

These relationships have affected and may continue to affect customers’ purchasing decisions, which has led to and could lead to customers choosing to purchase competitor products instead of our products.

In addition, it is possible that new competitors or alliances among competitors could emerge, causing such competitors to rapidly acquire significant market share.

We may not be able to compete successfully against current and potential competitors.

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We continually evaluate expenditures for planned product development and choose among alternatives based on our understanding of customer technical requirements, new industry standards, and expectations of future market growth and technologies.

We may not be able to develop and introduce new or enhanced wireless communications, analog and mixed-signal semiconductor products in a timely and cost-effective manner, and our products may not satisfy customer requirements or achieve market acceptance, or we may not be able to anticipate new industry standards and technological changes.

We may not be able to develop and introduce new or enhanced wireless communications, analog and mixed-

signal semiconductor products in a timely and cost-effective manner, and our products may not satisfy customer requirements or achieve market acceptance, or we may not be able to anticipate new industry standards and technological changes.

We also may not be able to respond successfully to new product announcements and introductions by competitors or to changes in the design or specifications of complementary products of third parties with which our products interface.

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We may face similar difficulties, delays, and expenses as we continue to transition our products to smaller geometry processes in the future.

In some instances, we depend on

our relationships with our third-party foundries and packaging subcontractors to transition to smaller geometry processes successfully.

In some instances, we depend on our relationships with our third-party foundries and packaging subcontractors to transition to smaller geometry processes successfully.

Our manufacturing partners may not be able to effectively manage the transition, or we may not be able to maintain our relationships with certain manufacturing partners.

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However, we may not be able to achieve higher levels of design integration or deliver new integrated products on a timely basis, or at all.

Increasingly stringent environmental laws, rules, regulations, and customer expectations may require us to redesign our existing products and processes and could adversely affect our ability to cost-effectively produce our products.

Increasingly stringent environmental laws, rules, regulations, and customer expectations may require us to redesign our existing products and processes, which could adversely affect our ability to cost-effectively produce our products.

The semiconductor industry has been subject to increasing environmental regulations, particularly those environmental requirements that control and restrict the use, transportation, emission, discharge, storage, and disposal of certain chemicals, elements, and materials used or produced in the semiconductor manufacturing process.

Heightened public focus on climate change, sustainability, and environmental issues has also led to increased government regulation and caused certain of our customers to impose environmental standards on us as a part of doing business with them.

We expect that the trend of increasing environmental awareness will continue, which will result in higher costs of operations.

Public focus on climate change, sustainability, and environmental issues has also led to increased government regulation and caused certain of our customers to impose environmental standards on us as a part of doing business with them.

If a focus on environmental issues persists in the future, it could result in higher costs of operations.

In addition, our commitment to environmentally sustainable practices, while undertaken in a manner designed to be as efficient and cost effective as possible, may result in increases in costs of operations for us relative to our competitors until technologies and methods are developed that will help reduce those costs or such practices become industry best practice.

A number of domestic and foreign jurisdictions restrict or may seek to restrict the use of various substances, including a class of chemicals known as per- and polyfluoroalkyl substances, and a number of such substances have been or are currently used in our products or processes.

An increasing number of customers, as well as a number of domestic and foreign jurisdictions, restrict or may seek to restrict the use of various substances, including a class of chemicals known as per- and polyfluoroalkyl substances, and a number of such substances have been or are currently used in our products or processes.

For example, the European Union Restriction of Hazardous Substances in Electrical and Electronic Equipment (“RoHS”) Directive requires that certain substances, which may be found in certain products we have manufactured in the past, be removed from all electronics components.

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Further, if we are unable to certify that our products are conflict free, we may face challenges with our customers, which could place us at a competitive disadvantage, and our reputation may be harmed.

In addition, our customers may begin to require reports on our sourcing of other minerals or substances, which may impact our ongoing operations and increase our operating costs.

In addition, our customers have requested and are expected to continue requesting reports on and commitments regarding our sourcing of other minerals or substances, which may impact our ongoing operations and increase our operating costs.

New climate change laws and regulations could require us to change our manufacturing processes or obtain substitute materials that may cost more or be less available for our manufacturing operations.

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The amount of expense and capital expenditures that might be required to satisfy environmental liabilities, to complete remedial actions, and to continue to comply with applicable environmental laws may have a material adverse effect on our business, results of operations, and financial condition.

In addition, increasing governmental, investor, and societal attention on sustainability matters, including expanding mandatory and voluntary reporting, diligence, and disclosure on sustainability topics such as climate change, carbon emissions, water usage, waste management, human capital, forced labor, and risk oversight, have expanded and could further expand the nature, scope, and complexity of matters that we are required to control, assess, and report.

We expect that these and other rapidly changing laws, regulations, policies, interpretations, and expectations, as well as increased enforcement actions by various

governmental and regulatory agencies, will continue to increase the cost of our compliance and internal risk management programs and to alter the environment in which we do business, which could have a material adverse effect on our business, results of operations, and financial condition.

In addition, increasing governmental, investor, customer, and societal attention on sustainability matters, including expanding mandatory and voluntary reporting, diligence, and disclosure on sustainability topics such as climate change, carbon emissions, water usage, waste management, human capital, forced labor, and related risk oversight, have expanded and could further expand the nature, scope, and complexity of matters that we are required to control, assess, and report.

We expect that these and other rapidly changing laws, regulations, policies, interpretations, and expectations, as well as increased enforcement actions by various governmental and regulatory agencies, will continue to increase the cost of our compliance and internal risk management programs and to alter the environment in which we do business, which could have a material adverse effect on our business, results of operations, and financial condition.

If our sustainability practices and disclosures do not meet the expectations and standards of our stockholders, customers, and other industry stakeholders, our reputation and business activities may be negatively impacted and our appeal to certain investors may be reduced.

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We may not be able to prevent, or timely detect, information technology security breaches.

Security breaches, phishing, spoofing, attempts by others to gain unauthorized access to our information technology systems, networks, and databases, and other cyberattacks continue to become more sophisticated and persistent.

We have been subject to these attacks and expect to continue to be subject to these attacks.

Security breaches, phishing, spoofing, malware installations, attempts by others to gain unauthorized access to our information technology systems, networks, and databases, and other cyberattacks continue to become more sophisticated and persistent.

We have been directly and indirectly subject to these attacks and expect to continue to be subject to these attacks.

Further, these incidents, which might be related to industrial, state-sponsored, and/or economic espionage, or financial cyber extortion or fraud, include covertly introducing malware and spyware to our computers, networks, and products (or to an electronic system operated by a third party for our benefit) and impersonating authorized users, among others.

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The theft, unauthorized use, transfer, or publication of our intellectual property, our confidential business, financial, and/or technical information, or the personal data of our employees and customers by third parties or by our employees could harm our competitive position, reduce the value of our investment in research and development and other strategic initiatives, or otherwise adversely affect our business and technology development.

To the extent that any security breach or other cybersecurity incident results in inappropriate disclosure of our customers’, suppliers’, licensees’, or employees’ confidential or personal information, we may incur liability, face contractual and regulatory fines and penalties, and sustain significant financial resources to remediate such breach.

Such an incident could, among other things, also damage our reputation, impair our ability to attract and retain our customers, impact our stock price, and materially damage our supplier relationships.

To the extent that any security breach or other cybersecurity incident results in inappropriate disclosure of data, including our customers’, suppliers’, licensees’, or employees’ confidential or personal information, we may incur liability, face contractual and regulatory fines and penalties, and sustain significant financial resources to remediate such breach.

Such an incident could, among other things, damage our reputation, impair our ability to attract and retain our customers, impact our stock price, and materially damage our relationships with our business partners.

If a ransom-style cyberattack or similar incident impedes our ability to use or access our information systems for an extended period of time, this could adversely affect our business operations and financial results.

In addition, certain suppliers and other third parties with whom we conduct business, including foundries, assembly and test contractors, and distributors, have been, and are likely to continue to be, subject to cybersecurity incidents, misappropriation efforts, or network disruptions that could jeopardize our proprietary or sensitive data, impact such third parties’ ability to meet their obligations to us, or otherwise negatively impact our ongoing business operations.

Geopolitical tensions or conflicts, such as the ongoing conflict involving Russia and Ukraine, the conflicts in Israel and the Middle Eastern region and the tensions involving China and Taiwan, may create a heightened risk of cybersecurity incidents.

In addition, certain suppliers, including cloud-based and critical service providers, and other third parties with whom we conduct business, including foundries, assembly and test contractors, and distributors, have been, and are likely to continue to be, subject to cybersecurity incidents, misappropriation efforts, or network disruptions that could jeopardize our proprietary or sensitive data, impact such third parties’ ability to meet their obligations to us, or otherwise negatively impact our ongoing business operations.

We expect to continue devoting significant resources to the security of our information technology systems, networks, and databases, including through the training of our employees and monitoring the security posture of critical third parties who have access to our systems or sensitive data.

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As a result, our efforts to comply with such laws, to the extent applicable, may be expensive and may fail, which could adversely affect our business, results of operations, and cash flows.

In addition, certain of our products that we use contain firmware that incorporates or is derived from “open source” software that generally is made publicly available by its developers or other third parties.

Risks related to the use of open source software include, but are not limited to, the introduction of cybersecurity vulnerabilities into our products or development platforms, our compliance with applicable licensing terms, subjecting certain of our derivative works or software enhancements to public disclosure and/or unfavorable licensing conditions, potential restrictions on our ability to market the firmware associated with our products, and enhanced governmental or other third-party scrutiny of our products.

In addition, certain of our products that we use contain firmware that incorporates or is

derived from “open source” software that generally is made publicly available by its developers or other third parties.

Risks related to the use of open source software include, but are not limited to, the introduction of cybersecurity vulnerabilities into our products or development platforms, our noncompliance with applicable licensing terms, subjecting certain of our derivative works or software enhancements to public disclosure and/or unfavorable licensing conditions, potential restrictions on our ability to market the firmware associated with our products, and enhanced governmental or other third-party scrutiny of our products.

In order to remain competitive, we must be able to successfully protect our intellectual property rights.

We rely on patent, copyright, trademark, trade secret, and other intellectual property rights and laws, as well as nondisclosure and confidentiality agreements and other methods, to protect our confidential and proprietary technologies, inventions, information, data, devices, algorithms, processes, and other intellectual property.

In addition, we often incorporate the intellectual property of our customers, suppliers, or other third parties into our designs, and we have obligations with respect to the non-usage and non-disclosure of such third-party intellectual property.

In addition, we often incorporate the intellectual property of our customers, suppliers, or other third parties into our designs, and we have certain obligations with respect to the non-usage and non-disclosure of such third-party intellectual property.

From time to time, we have engaged in and it may be necessary to continue to engage in litigation, administrative actions or like activities to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity, enforceability, and scope of proprietary rights of others, including our customers.

This could require us to expend significant resources and to divert the efforts and attention of our management and technical personnel from our business operations.

This has required and will continue requiring us to expend significant resources and could divert the efforts and attention of our management and technical personnel from our business operations.

Regardless of our actions:

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Risks Associated with Claims and Litigation

We may be subject to warranty claims, product recalls, liability claims, and risks of litigation.

Although we invest significant resources in the testing of our products, from time to time we become aware of alleged defects in our products after they have been shipped, and we may be required to incur additional development and remediation costs or cash payments to settle claims pursuant to warranty and indemnification provisions in our customer contracts and purchase orders.

Certain of our products, including “high reliability” solutions, may not be able to perform under stringent operating conditions.

Examples of our “high reliability” solutions include applications intended for the aerospace, automotive, defense, and medical markets.

The potential liabilities associated with these and similar provisions in certain of our customer contracts are in some cases capped at significant amounts, and in other cases are uncapped.

In addition, because our customers typically integrate our products into other devices, and because we typically do not have a direct relationship with the end customers of our products, our products may be used in applications for which they were not necessarily designed or tested, and they may not perform as anticipated in such applications.

Depending on the nature of any product defect claims, we may not be able to recoup our losses from our third-party suppliers.

Investigating, analyzing, and/or remediating alleged product defects may divert our technical and other resources from other product development efforts and could result in claims against us by our customers or third parties, including liability for costs associated with product recalls, indemnification claims, product redesigns, or obligations under customer contracts.

If any of our products contain defects, or have reliability, quality, or compatibility problems, our reputation may be damaged, and we could be subject to liability claims, which could make it more difficult for us to sell our products to existing and prospective customers and could adversely affect our operating results.

Furthermore, such losses would not be covered under our existing insurance programs.

In addition, in the event we are unable to fulfill our contractual obligations, lawsuits may be threatened or filed against us by customers or other third parties.

Furthermore, force majeure clauses in our contracts could limit our ability to pursue remedies for certain third-party disruptions

From time to time, we have been, and may become involved in litigation with customers, suppliers, competitors, government or regulatory agencies, shareholders, employees, or other parties.

We are the plaintiff in some of these actions and the defendant in others.

Such actions could result in the imposition of various remedies such as injunctions or monetary damages, which if awarded could materially and adversely harm our business.

From time to time, we are, and may become, the subject of inquiries, requests for information, or investigations by government and regulatory agencies regarding our business.

We may be subject to risks of litigation and disputes.

From time to time, we have been, and may become involved in litigation with customers, suppliers, competitors, government or regulatory agencies, shareholders, employees, former employees, contractors, former contractors, or other parties.

plaintiff in some of these actions and the defendant in others.

Such actions could result in the imposition of various remedies such as injunctions or monetary damages, which if awarded could materially and adversely harm our business, subject us to substantial defense costs and expenses, and divert resources and the attention of management from our business.

For example, on March 4, 2025, the Company and certain current and former officers were named in a putative class action lawsuit filed in the United States District Court for the Central District of California.

The complaint alleges violations of federal securities laws arising out of alleged misstatements or omissions by the defendants during the alleged class period and seeks, among other things, damages and attorneys’ fees and costs on behalf of the putative class.

Following the aforementioned putative class action lawsuit, in April 2025, the Company and certain of its directors and officers were named in two derivative action lawsuits filed in the United States District Court for the Central District of California.

Each of the derivative actions was brought on behalf of the Company by a putative stockholder alleging, among other things, breaches of fiduciary duties and violations of federal securities laws.

The complaints seek, among other things, damages and attorneys’ fees and costs.

In addition, from time to time, we are, and may become, the subject of inquiries, requests for information, investigations, or other actions by government and regulatory agencies regarding our business.

Any such matters, regardless of their merit or resolution, could be costly and divert the efforts and attention of our management, damage our reputation, or otherwise adversely affect our business .

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Third parties have asserted, and may in the future assert, patent, copyright, trademark, and other intellectual property rights against technologies that are important to our business and manufacturing operations and have demanded and may in the future demand that we license their technology or refrain from using it.

For example, on June 20, 2025, Denso Corporation filed patent infringement litigation against the Company in the U.S.

(United States District Court for the Central District of California) and Japan (Civil Division of the Osaka District Court).

Denso alleges that the Company has and is willfully infringing Denso’s U.S.

patent (7,758,979) and Japan patent (JP5190841), each relating to piezoelectric thin film.

Denso is seeking monetary damages, including enhanced damages, interest, fees and costs, and injunctive relief.

Any litigation to determine the validity of any allegations that our products infringe or may infringe or misappropriate the intellectual property rights of another party, including indemnification claims arising from our contractual obligations to our customers, regardless of their merit or resolution, could be costly and divert the efforts and attention of our management and technical personnel.

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If such a decrease in demand for our products were to occur, it could have an adverse impact on our operating results.

We may be subject to warranty claims, product recalls, and other liability claims .

Certain of our products, including “high reliability” solutions, may not be able to perform under stringent operating conditions.

Examples of our “high reliability” solutions include products used in the aerospace, automotive, defense, and medical markets.

The potential liabilities associated with these and similar provisions in certain of our customer contracts are in some cases capped at significant amounts, and in other cases are uncapped.

perform as anticipated in such applications.

Depending on the nature of any product defect claims, we may not be able to recoup our losses from our third-party suppliers.

Furthermore, such losses would not be covered under our existing insurance programs.

In addition, in the event we are unable to fulfill our contractual obligations, lawsuits may be threatened or filed against us by customers or other third parties.

Furthermore, force majeure clauses in our contracts could limit our ability to pursue remedies for certain third-party disruptions and delays.

Risks Associated with Owning our Common Stock

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Such fluctuations may be influenced by many factors, including:

• uncertainty regarding the condition and prospects of the domestic and foreign economies,

• uncertainty regarding the condition and prospects of domestic and foreign economies,

• our performance and prospects, and the performance and prospects of our major customers and competitors,

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• instability in global credit and financial markets,

• our revenue concentrations with relatively few customers,

• our revenue concentrations with relatively few customers, including the impact of the achievement or loss of design wins with such customers,

• our stock repurchase and dividend activities,

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• the extent of the impact of global health events.

Public stock markets have experienced price and trading volume volatility.

Public stock markets experience price and trading volume volatility.

This volatility has affected, and could significantly and negatively affect in the future, the market prices of securities of many technology companies, particularly the market price of our common stock.

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Our cash dividend payments and stock repurchases may change from time to time, and we cannot provide assurance that we will increase our cash dividend payment or declare cash dividends or make stock repurchases in any particular amounts or at all.

Additionally, our ability to declare dividends or repurchase our stock is subject to certain restrictions set forth in the Merger Agreement.

A reduction in our cash dividend payments or a reduction in the level of our stock repurchases could have a negative effect on our stock price.

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What changed 10-K

Item 1A. Risk Factors