Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


☑			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, ~~2024~~2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From to

Commission file number: 001-34666

MaxLinear, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

14-1896129

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

5966 La Place Court, Suite 100,

Carlsbad

California

92008

(Address of principal executive offices)

(Zip Code)

(760) 692-0711

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	MXL	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Emerging growth company

☐

Non-accelerated filer

☐

Smaller reporting company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☑ No ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The aggregate market value of the registrant’s common stock, $0.0001 par value per share, held by non-affiliates of the registrant on June 30, ~~2024~~2025, the last business day of the registrant’s most recently completed second fiscal quarter, was $1.51 billion (based on the closing sales price of the registrant’s common stock on that date). Shares held by persons who may be deemed affiliates have been excluded. This determination of affiliate status with respect to the foregoing calculation is not a determination for other purposes.

As of January 22, ~~2025~~2026, the registrant had 8486,~~633~~451,~~566~~150 shares of common stock, par value $0.0001, outstanding.

_________________________________________

DOCUMENTS INCORPORATED BY REFERENCE

Information required by Part III of this Form 10-K is incorporated by reference to the registrant’s proxy statement or the Proxy Statement, for the ~~2025~~2026 annual meeting of stockholders, which proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K.

Table of Contents

MAXLINEAR, INC.

TABLE OF CONTENTS

	Part I	Page
Item 1.	Business	45
Item 1A.	Risk Factors	17
Item 1B.	Unresolved Staff Comments	5352
Item 1C.	Cybersecurity	5352
Item 2.	Properties	5553
Item 3.	Legal Proceedings	5654
Item 4.	Mine Safety Disclosures	5857
	Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5958
Item 6.	[Reserved]	6059
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6059
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	7270
Item 8.	Financial Statements and Supplementary Data	7271
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	7271
Item 9A.	Controls and Procedures	7271
Item 9B.	Other Information	7473
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	7574
	Part III
Item 10.	Directors, Executive Officers and Corporate Governance	7675
Item 11.	Executive Compensation	7675
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	7675
Item 13.	Certain Relationships and Related Transactions, and Director Independence	7675
Item 14.	Principal Accountant Fees and Services	7675
	Part IV
Item 15.	Exhibits and Financial Statement Schedules	7776

Table of Contents

MAXLINEAR, INC.

PART I

Forward-Looking Statements

The information in this Annual Report on Form 10-K for the fiscal year ended December 31, ~~2024~~2025, or this Form 10-K, contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which are subject to the “safe harbor” created by those sections and involve substantial risks and uncertainties. These forward-looking statements include, but are not limited to, statements concerning our strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and objectives of management. The words “anticipates,” “believes,” “continues,”“estimates,” “expects,” “forecasts,”“intends,” “may,” “plans,” “predicts,” “projects,” “should,”“will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, we may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make.

These forward-looking statements include, but are not limited to, statements concerning the following:

•statements relating to the terminated Merger Agreement with Silicon Motion and related legal proceedings or if we are required to or agree to pay any damages in connection with legal proceedings related to the termination of the Merger Agreement, including for any alleged breaches of the Merger Agreement, will have on our business, operating results, and financial condition;

•the effects of intense and increasing competition in our market and our ability to compete effectively;

•the effect global economic conditions including factors such as high inflation or a potential recession, may have on our business and industry;

•the effects of the cyclical nature of the semiconductor industry on our results of operations;

•our ability to sustain our current level of revenue, which has previously declined, and/or manage future revenue growth effectively~~, and our future financial performance, including our expectations regarding our revenue, gross profit or gross margin, operating expenses, excess inventory and customer demand~~;

•the effects of escalating trading wars, military, geopolitical and economic conflicts and tensions among countries in which we conduct business, including between the United States and China;

•the impacts from export control and technology export restrictions;

•the effects of increased tariffs imposed by the U.S. on goods from other countries and tariffs imposed by other countries on U.S. goods, export controls, or the imposition of additional trade barriers on customer demand, our revenues and operating results;

•our potential ability to retain and increase sales to existing customers and attract new customers, including potential effects of a loss or reduction in orders from customers;

•costs associated with defending intellectual property infringement and other claims and the potential outcomes of such disputes, such as any claims discussed in “Legal Proceedings”;

•the potential information technology failures and offensives, including security breaches and vulnerabilities, cyber-attacks and system failures and our ability to respond to such incidents;

•the effects of any erosion of our average selling prices on our revenues and gross margins;

•the effects of potential delays in the development of the broadband markets including international macroeconomic headwinds and consolidation trends among Pay-TV and broadband operators;

•our ability to make the substantial and productive research and development investments required to remain competitive;

•the effects of the complexity of our products, including unforeseen delays or expenses and undetected defects or bugs;

•the factors that could contribute to fluctuation of our operating results;

•the effects our inability to attract and retain customers, including reduced operating results and impaired competitive position;

Table of Contents

•the effects our inability to attract and retain customers, including reduced operating results and impaired competitive position;

•the development of our target end markets and demand for our solutions, products and services we offer;

•our future performance;

•statements regarding our business plans;

•the sufficiency of our present cash and cash equivalents balances and cash flows;

•future trading prices of our common stock and the factors impacting such stock prices;

•the efficacy of our internal controls, policies and procedures;

•the accuracy of the assumptions underlying our critical accounting estimates;

•expectations regarding our ability to expand our product portfolio or enhance existing products;

•our ability to predict our future revenue and appropriately budget our expenses;

•the capabilities of our technology;

•expectations relating to market share and market opportunity;

•the financial and legal impact of certain laws and regulations;

•our ability to attract, train and retain qualified personnel and senior management, including the effects of our inability to do so;

•our ability to service our interest and debt obligations

•the ability of our customers and distributors to obtain financing and the impact on customer demand for our products;

•our ability to comply with governmental laws, regulations and other legal obligations related to privacy, data protection, and cybersecurity;

•our ability to conform to, and comply with, continually evolving industry standards and achieve crucial design wins;

•our ability to identify, complete and realize the benefits of future acquisitions or investments;

•our expectations concerning relationships with third parties;

•our ability to attract and retain key personnel;

•our ability to maintain, protect and enhance our brand and intellectual property, including with respect to our use of open source software;

•the effects of disruptions in our supply of products or materials;

•our ability to manage our relationships with, or negative impacts from, third parties that market, sell, distribute, or supply our products, or provide services and technology;

•estimates and estimate methodologies used in preparing our financial statements;

•the factors that could affect our stock price and trading volume;

•the effects of changes in tax rates, provisions, liabilities or other related obligations;

•our belief that we have adequately reserved for loss contingencies that are probable; ~~and~~

•statements regarding any future repurchases under our repurchase program; and

•the effect certain factors may have on our tax liability, including but not limited to global and domestic tax reform;

These forward-looking statements involve risks, uncertainties and assumptions that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth in Part I, Item 1A, “Risk Factors” in this Form 10-K.

The forward-looking statements made in this Form 10-K relate only to events as of the date on which the statements are made. We do not assume any obligation to update any forward-looking statements made in this Form 10-K to reflect events or circumstances after the date of this Form 10-K or to reflect new information or the occurrence of unanticipated events, except as required by law.

These forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

ITEM 1. BUSINESS

Corporate Information

Table of Contents

~~subsidiaries.~~ITEM ~~Our website address is www~~1.maxlinear.com. The contents of our website are not incorporated by reference into this Form 10-K. We provide free of charge through a link on our website access to our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as amendments to those reports, as soon as reasonably practical after the reports are electronically filed with, or furnished to, the Securities and Exchange Commission, or SEC. Refer to Intellectual Property Rights section below for a list of our trademarks and trade names. All other trademarks and trade names appearing in this Form 10-K are the property of their respective owners. BUSINESS

Corporate Information

We incorporated in the State of Delaware in September 2003. Our executive offices are located at 5966 La Place Court, Suite 100, Carlsbad, California 92008, and our telephone number is (760) 692-0711. In this Form 10-K, unless the context otherwise requires, the “Company,” “we,” “us” and “our” refer to MaxLinear, Inc. and its directly and indirectly wholly-owned subsidiaries. Our website address is www.maxlinear.com. The contents of our website are not incorporated by reference into this Form 10-K. We provide free of charge through a link on our website access to our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as amendments to those reports, as soon as reasonably practical after the reports are electronically filed with, or furnished to, the Securities and Exchange Commission, or SEC. Refer to Intellectual Property Rights section below for a list of our trademarks and trade names. All other trademarks and trade names appearing in this Form 10-K are the property of their respective owners.

Overview

We are a provider of communications systems-on-chip, or SoCs, used in broadband, mobile and wireline infrastructure, data center, and industrial and multi-market applications. We are a fabless integrated circuit design company whose products integrate all or substantial portions of a high-speed communication system, including radio frequency, or RF, high-performance analog, mixed-signal, digital signal processing, security engines, data compression and networking layers, and power management. Our ability to design analog and mixed-signal circuits in complementary metal-oxide-semiconductors, or CMOS, allows us to efficiently combine analog functionality and complex digital signal processing logic in the same integrated circuit. As a result, we believe our solutions have exceptional levels of functional integration and performance, low manufacturing cost, and reduced power consumption versus competition. These solutions also enable shorter design cycles, significant design flexibility and low system-level cost across a range of markets.

Our customers primarily include electronics distributors, module makers, original equipment manufacturers, or OEMs, and original design manufacturers, or ODMs, which incorporate our products in a wide range of electronic devices. Examples of such devices include radio transceivers and modems for 4G/5G base-station and backhaul infrastructure; optical transceivers targeting hyperscale data centers; Wi-Fi and wireline routers for home networking; broadband modems compliant with Data Over Cable Service Interface Specifications, or DOCSIS, passive optical fiber standards, or PON, and digital subscriber line, or DSL; as well as power management and interface products used in these and many other markets. ~~In addition, we generate revenue from certain intellectual property sale agreements.~~

Industry Background

Over the last three decades, ubiquitous internet connectivity has driven exponential growth in data content, delivery, distribution, and consumption. We expect this trend to continue owing to:

•Accelerated expansion of advanced data center technologies and cloud-based services including, Amazon Web Service, or AWS, Google Cloud Platform, and software as service, or SAAS, in general;

•The explosive emergence of artificial intelligence, or AI, platforms and services such as OpenAI~~/Bing~~, Copilot, Anthropic Claude, and Google ~~Bard~~Gemini, which broadly amplify human ability to harness high-performance computing within the data center;

•Continued proliferation of on-demand Over-The-Top, or OTT, video services such as Netflix, Amazon Prime and Disney+;

•The “remote economy” accelerated by the COVID-19 pandemic, the shift to work-from-home, and increasing reliance on services such as Zoom, Microsoft Teams, and Google Meet;

•The proliferation of “Internet of Things”, or IoT, including internet-connected devices and systems within the home, manufacturing industries, and enterprises; and

•Large-scale proliferation and advancement of wireless broadband services, whether through 5G+ or WiFi, which act as an accelerant for all these technologies.

These factors, individually and combined, have created economic pressure to continuously upgrade network bandwidth and latency (i.e. the delay between sender and receiver) in order to exploit the exponential growth of the above activities. For example, cloud-based services increasingly require stringent low latency and extremely high-speed network connections between servers and storage within a data center. These cloud services may leverage generative AI, which requires racks of high-performance servers and storage connected by the fastest-available networks. They may also rely on real-time communication with systems of IoT devices including sensors, lighting, and actuators; smart speakers, smart lighting and other smart appliances in the connected home; commercial air-conditioning and refrigeration; video surveillance equipment; manufacturing machinery; and point-of-sale and asset tracking systems. All these usage scenarios depend on reliable, fast, low-latency networks, enabled by advances in semiconductor devices which integrate wide spectrum/broadband, high-frequency

Table of Contents

high-performance servers and storage connected by the fastest-available networks. They may also rely on real-time communication with systems of IoT devices including sensors, lighting, and actuators; smart speakers, smart lighting and other smart appliances in the connected home; commercial air-conditioning and refrigeration; video surveillance equipment; manufacturing machinery; and point-of-sale and asset tracking systems. All these usage scenarios depend on reliable, fast, low-latency networks, enabled by advances in semiconductor devices which integrate wide spectrum/broadband, high-frequency circuits together with digital signal processing algorithms. Such devices not only expand the available network bandwidth, but also utilize that bandwidth more efficiently.

Markets

The above trends propel demand across many of our target end markets, such as:

•Data Center Infrastructure: Inside ~~hyperscale~~ data centers operated by Meta, Amazon, Microsoft, Google, Oracle, Alibaba, Bytedance, Tencent, and others, high-speed optical transceivers connect racks of servers and storage through a hierarchical network of switches and routers. Cloud services and machine learning are dependent upon the ability to interconnect vast numbers of servers and storage inside a data center with extremely low latency and the highest bandwidth to enable the entire data center to act as a single computing or data processing unit. Consequently, the data traffic growth inside the data center has significantly outstripped the data traffic flowing to and from the data center. Currently, while server connections are transitioning from 10Gbps to 25Gbps or 100Gbps speeds, router and switch connections are moving from ~~100G~~400G to ~~400~~800 and ~~800Gbps~~1600Gbps (1.6T) interconnections, with the next generation of switch connections (under development) targeting 1600Gbps. These transitions are possible, in large part, owing to the innovations in semiconductor design, incorporating high-speed digital signal processing together with broadband analog and mixed signal circuits in advanced CMOS process nodes. The physical limits and challenges of removing the heat dissipated by these optical transceivers and switches are the primary barriers to even higher interconnect speeds. For all these reasons, improving the bandwidth and power efficiency of data center networking technology within and between data centers remains a critical challenge for the evolution of next-generation data centers.

•5G Wireless Infrastructure: Expensive, finite, fractured and discontiguous 5G wireless spectrum is being utilized more efficiently by aggregating or bonding multiple non-contiguous channels of spectrum with highly complex radio transceivers in a wireless base-station radio unit. These complex radio transceivers can also be configured in large antenna arrays to direct wireless signals more efficiently to specific users, also known as Massive Multiple-Input Multiple Output beamforming, or MMIMO. Beamforming vastly improves the efficiency with which spectrum is used (thereby increasing network capacity), as well as cell tower coverage (range), allowing an operator to do more with less. Densification, the process of increasing the number of wireless base-stations per unit area, also improves network capacity and coverage. In turn, the wireless and optical backhaul transport networks required to connect the higher number of base-station cells must have greater data capacity. As a result, microwave wireless backhaul and fronthaul transport links are migrating to millimeter wave operating frequencies where the availability of spectrum improves data capacity by more than tenfold. Implementing 5G access and transport functionality within base-stations requires radio transceivers that can process larger radio spectrum bandwidths; have expanded RF range; compensate for signal distortion from high-power amplifiers; support beamforming in large antenna arrays; and have the ability to transport high-speed data to and from the network, all in a low-cost, power-efficient design.

•Broadband Access: Several drivers of broadband services have grown in significance in the last few years, including hybrid work-from-home, and the number and diversity of streaming service offerings. The focal point of network performance to and within the location is a gateway. These gateways not only determine the internet speeds coming into the location, but also the speed at which content is distributed throughout the location. Broadband modems – whether coaxial, fiber, fixed wireless or DSL, are needed to process increasingly wider portions of the spectrum carried by these media. Advances in these modems, powered by advanced SoCs, are enabling operators to aggregate the bandwidth of more channels and to widen the channels themselves, thereby increasing the download and upload speeds available to the consumer.

•Connectivity: Connectivity is ubiquitous in our modern and transforming economy, where increasingly every device, including those inside our smart homes, enterprises, manufacturing robots, automobiles, commercial infrastructure, personal computers, personal health wear and gadgets, etc. are connected to the internet and each other. For example, each broadband access gateway, which is the entry point for internet connection into a home, typically implements several different communication standards for distributing content and internet connectivity throughout, including Wi-Fi, Ethernet, Multimedia over Coax (MoCA), and power line communications. Each of these standards relies on dedicated transceivers and signal processing powered by custom semiconductor products. For example, newer generations of Wi-Fi utilize increasing multiplicity of transceivers to enhance throughput. Advanced implementations of Wi-Fi deploy as many as eight transceivers inside a single gateway box, combined with Wi-Fi extenders to improve coverage in a large area. Consequently, the number of transceivers required, whether for wireless or broadband wireline access and distribution, increases proportionally to the increase in the number of broadband access connections. All connectivity standards rely on

Table of Contents

•Industrial & Multi-Market: Manufacturing systems are increasingly being connected to each other and to the cloud. Such connectivity enables a range of operational improvements, such as better plant utilization and scheduling, reduction in power consumption, and the detection of precursors to equipment failure, enabling proactive maintenance and management. Connectivity is also at the heart of powerful new approaches to plant management such as digital twinning and industrial AI. To make connectivity economical, legacy equipment and new installations need to communicate with each other via newer and older connectivity protocol standards. Our product portfolio, featuring serial interfaces, Universal Serial Bus, or USB, Universal Asynchronous Receiver-Transmitters, or UARTS, Peripheral Component Interconnect Express, or PCIe, devices, data converters, and Power Management Integrated Circuits, or PMICs, is strategically positioned to capitalize on such growth opportunities in this expanding market. Such a diverse range of interface and bridge products effectively serves a broad spectrum of end markets, including industrial automation, process control and manufacturing IT, among others.

To summarize, the innovation in broadband, low power, integrated communication SoCs is the engine of competitiveness across a range of different businesses spanning broadband wireline access, mobile data services, hyperscale cloud data centers, and cloud computation and storage markets. This has led to a long term and continuing secular trend of compounded growth in demand for systems that feature multiplier RF, mixed signal, and high-performance analog and digital signal processing transceiver SoCs.

Challenges Faced by Providers of Systems and RF Transceivers and High Speed Interconnects

Designing and implementing state-of-the-art RF and optical transceiver systems is difficult owing to the high operating frequency ranges and wide frequency bands employed by communication signals, and the low power budgets of applications. As an example of difficulty, system designers must contend with significantly more sources of interference and signal impairments than in the case of traditional narrow band, low-frequency communication systems. Wider bandwidths require faster devices, but demand has outstripped the rate at which semiconductor processes improve, particularly so for the mainstream CMOS process roadmap.

The key challenges of capturing and processing high quality broadband communications signals include:

•Receiving RF/digital communications signals spanning multiple frequency bands over a wide spectrum: Many of the advanced high-data-rate applications require the simultaneous RF reception of multiple channels or frequency bands in order to first aggregate, and subsequently demodulate, the data signal, which is spread over discrete disparate frequency bands. Likewise, data transmission is achieved by disaggregating the user’s data signal and transmitting it over multiple available frequency bands spanning a wide frequency spectrum. For example, in the broadband gateway markets, it is necessary to support the simultaneous reception of multiple high-definition video streams, video conferencing, and data applications in many system designs. OEMs meet these stringent requirements via multiple narrow- or wide-band RF receivers, each of which is dedicated to the reception of a single frequency band. An alternate, but highly challenging, approach involves Full Spectrum Capture, or FSCTM, receiver SoCs, which can process the entire available RF frequency spectrum in the transmission medium. They can then select and aggregate the relevant frequency bands over which the data is spread using analog and mixed-signal digital co-processing techniques. In contrast, use of multiple discrete conventional narrowband RF receivers is impractical due to increased design complexity, overall cost, circuit board space, power consumption and heat dissipation limitations. In addition, such narrowband receiver implementations suffer from signal ~~integrity issues, reliability, and thermal challenges owing to the proximity of sensitive multiple RF receivers and discrete components in a limited PCB footprint.~~

Table of Contents

~~frequency~~integrity ~~range. The undesired signals not only include the noise generated by the natural environment~~issues, ~~but also interference produced by home appliances~~reliability, ~~enterprise communications equipment,~~ and ~~other~~thermal ~~wireless~~challenges ~~networking~~owing systems. For example, in 5G mobile infrastructure applications, a radio transceiver receiving a channel at 1710MHz must cope with reflections in the environment as well as interference from a neighboring channel at 1660MHz picked up by the receiving antenna. The transceiver must also compensate for distortion introduced by the strong signals out of the transmitting antenna. Analog and digital signal processing is employed to ~~improve SNR in~~ the ~~received~~proximity ~~and transmitted signals. Beamforming and MMIMO~~ of ~~radio~~sensitive ~~signals~~multiple ~~also significantly improves SNR ratio, but requires sophisticated~~ RF, ~~analog~~receivers and ~~digital~~discrete ~~signal~~components ~~co-processing, and software expertise. Broadband reception and beamforming of RF signals~~ in mobile environments are extremely difficult to implement due to the stringent size, cost, and power consumption constraints. Also, higher order modulation of communication signals requires extremely high SNR to maximize data capacity in a ~~finite~~limited ~~spectrum,~~PCB ~~which greatly increases the difficulty of implementing broadband systems~~footprint.

•Signal Clarity Performance Requirements: In communications systems, performance is limited by the quality of the received/transmitted signal that can be supported throughout the channel bandwidth. Signal-to-noise, or SNR, ratio measures the strength of the desired signal relative to the sum of the noise and undesired signal energy in the same channel. High capacity 5G wireless cellular data networks operate across non-contiguous wireless spectrum bands, while wired coaxial cable and power-line networks require broadband RF transceivers supporting high SNR. Optical transceivers operate across the widest bandwidths available and must preserve the necessary SNR throughout their bandwidth. These transceiver systems must compensate for impairments introduced as the signal propagates through wire, fiber or wireless mediums, as well as isolate the desired signals from the undesired signals that are invariably present in their wide operating frequency range. The undesired signals not only include the noise generated by the natural environment, but also interference produced by home appliances, enterprise communications equipment, and other wireless networking systems. For example, in 5G mobile infrastructure applications, a radio transceiver receiving a channel at 1710MHz must cope with reflections in the environment as well as interference from a neighboring channel at 1660MHz picked up by the receiving antenna. The transceiver must also compensate for distortion introduced by the strong signals out of the transmitting antenna. Analog and digital signal processing is employed to improve SNR in the received and transmitted signals. Beamforming and MMIMO of radio signals also significantly improves SNR ratio, but requires sophisticated RF, analog and digital signal co-processing, and software expertise. Broadband reception and beamforming of RF signals in mobile environments are extremely difficult to implement due to the stringent size, cost, and power consumption constraints. Also, higher order modulation of communication signals requires extremely high SNR to maximize data capacity in a finite spectrum, which greatly increases the difficulty of implementing broadband systems.

•Power Consumption: Power consumption has become a major concern inside communication systems, including access gateways, wireless base-stations and data center infrastructure applications. For example, Wi-Fi capacity and bandwidth improvement require increasing the number of transceivers per access point with greater channel bandwidths. As a result, Wi-Fi gateway faces significant heat dissipation challenges within the system as more performance and functionality are squeezed into smaller enclosures. Likewise, within the data center, physical limitations in the ability to remove heat efficiently from network switches, and the optical transceivers plugged into them, are the main obstacles to increasing data center network bandwidth at and beyond 400Gbps speed per optical transceiver since these transceivers must fit into the same standardized module form factors as prior generations. These switches and transceivers now consume an increasingly significant fraction of total data center power. In 5G wireless access infrastructure applications, the cost of provisioning power to base-station antenna towers and the operating cost attributable to energy consumption is high. In many multiple-transceiver system designs, a majority of the system’s overall power consumption can be ascribed to radio transceivers.

•Size: The size of electronic components, such as RF transceivers and digital signal processing SoCs, is a key consideration for system designers and the service providers that deploy them. In wired optical infrastructure applications inside data centers, rapidly increasing network server and switch face-plate density trends are aggressively driving reduction of the size of optical transceiver interconnects. In 5G wireless infrastructure, space and weight capacity on the base-station radio towers where the radios and modems are mounted, is highly constrained and is a significant portion of operating costs. The deployment of MMIMO and antenna arrays, and cell densification for 5G wireless coverage and capacity, greatly increase the number of radio transceivers required in each base station radio tower and the number of base stations in a cell. As a result, there is a growing trend and an increasing need for highly complex integrated SoCs with greater numbers of transceivers per SoC.

There are also challenges that are specific to the processing of high-speed optical interconnect signals in our target data center markets.

▪Optical Fiber Channel Impairments: The inherent optical properties of fiber cables and connectors result in impairments to the optical signal as it propagates along the fiber. These impairments degrade signal integrity due to the loss of light intensity, reflections from connectors, and other adverse modal, chromatic and polarization dispersion effects on the propagating light. Further, electrical signal impairments are introduced in the process of conversion of optical signals to electrical signals, which together reduce the maximum data throughput and limit the distance over which data can propagate over fiber. Therefore, communications SoCs present inside optical modules (often referred to as digital signal ~~processors, or DSPs) are required to correct both electrical and optical signal impairments at both ends of the fiber termination.~~

▪Photonics Device Technology: Today’s state-of-the art in photonic device technology lags the rapidly increasing speed requirements of data traffic within cloud data centers and optical transport links between telecom data centers. Photonic modulators often require relatively high voltage drive levels, while photodetectors are sensitive to speed degradation when connected to electrical circuits. This imposes severe limits to the high-speed conversion of electrical signals to optical signals, and vice versa, owing to the bandwidth limitations, nonlinearities, and noise properties in lasers, modulators, and photo detectors used in optical modules.

Table of Contents

~~and~~processors, ~~switch~~or ~~rack~~DSPs) ~~units.~~are ~~Standardization~~required ofto ~~transceiver~~correct ~~form~~both ~~factors~~electrical and ~~rack unit face plates allows data center operators to upgrade network speeds of existing installations by simply replacing older~~ optical ~~transceivers~~signal ~~and~~impairments ~~switches~~at ~~with~~both ~~newer~~ends ~~faster ones, rather than having to overhaul installed fiber infrastructure and floorplan. The dimensions~~ of the ~~standard~~fiber ~~face plate impose a severe constraint on the amount of heat that can be practically removed from a rack unit~~termination. ~~A major challenge facing optical transceiver SoCs is to support exponentially growing data rates within the standardized form factor and thermal constraints.~~

▪Form Factor: Optical transceivers are required to conform to multi-source agreement, or MSA, standardized form factors, which in turn determine the number of transceiver ports that can fit in the face plates of standard server, storage, and switch rack units. Standardization of transceiver form factors and rack unit face plates allows data center operators to upgrade network speeds of existing installations by simply replacing older optical transceivers and switches with newer faster ones, rather than having to overhaul installed fiber infrastructure and floorplan. The dimensions of the standard face plate impose a severe constraint on the amount of heat that can be practically removed from a rack unit. A major challenge facing optical transceiver SoCs is to support exponentially growing data rates within the standardized form factor and thermal constraints.

Our RF, Mixed-Signal and Digital SoC Platform Solutions

We are a provider of communications SoC solutions for the connected home, mobile and wireline infrastructure, data centers, and industrial and multi-market applications. Our products exemplify our core integrated circuit design and communications systems engineering capabilities:

•Proprietary broadband/RF, analog and mixed-signal transceiver front ends: Our analog and mixed-signal integrated circuit designers implement complex broadband radio transceiver front-ends and data converters in standard silicon CMOS processes, which enables single-die integration of a complete digital signal processing communication system. This results in state-of-the-art performance, highest energy efficiency or lowest power, smallest form factor, and the lowest manufacturing cost of a target function. Our high-performance mixed-signal design capability, which involves the high-speed conversion of signals precisely and efficiently between analog and digital domains, is core to all our products and market applications, including high-speed optical interconnect applications inside data centers, 5G Access infrastructure MMIMO radios, and millimeter wave and microwave wireless backhaul transport.

•Advanced digital signal processing ASIC design and algorithms: Our signal processing algorithm and digital application-specific integrated circuits, or ASIC, design expertise is at the core of our ability to employ digital signal processing to enable breakthroughs in CMOS analog RF front-end design and vice-versa. For example, impairments introduced by analog systems such as power amplifiers and photonics devices are canceled using sophisticated digital signal processing algorithms to achieve superior signal quality, reduce power consumption, and improve the speed of operation. Communication systems across a range of our current and future target markets share common signal processing functions, such as efficient error control coding, compensation for transmission medium or channel induced impairments, and digital processing of wideband signals. As such, algorithmic breakthroughs in one application are directly applicable to other product areas.

•Embedded systems and software architecture: Our products contain complex integrated computer processing unit subsystems. These subsystems typically include multiple low-power microprocessor cores, packet processor, bus and peripherals, memory controllers, and interrupt processing. In addition to signal processing and supervisory activity functions, we also implement multiple layers of real-time embedded firmware and protocol stacks on a single chip. We believe our expertise and track record of successfully developing widely deployed, reliable embedded protocols for networking applications are essential to the evolution of connected home products of the future. Our firmware design capability is critical to the ease of use of our products in end customer platforms.

•Architecture and system design for highly integrated end-to-end communication platform solutions: Our novel design techniques tradeoff individual signal path circuit level performance to optimize the overall system performance. Our holistic platform and system level design approach eliminates costly, and power-hungry overdesign of individual circuit elements. It allows us to address more complex customer problems that require a deeper understanding of the customer’s end product. Our products not only integrate the entire physical layer, or PHY, but also implement complete protocol stacks along with ready-for-use product level interface functionality and associated platform software. The integration of the entire system on a single-chip or utilizing minimal number of silicon dies reduces the number of external board-level components, decreases board space, improves performance, simplifies customers’ product design, and significantly reduces power consumption.

Table of Contents

~~such~~stacks asalong inwith ~~cable~~ready-for-use ~~modems,~~product ~~400Gbps~~level ~~optical~~interface ~~transceiver~~functionality ~~modules,~~ and ~~large~~associated 5Gplatform ~~antenna~~software. ~~radio~~The ~~transceiver~~integration ~~arrays.~~of ~~Low~~the ~~power~~entire ~~dissipation~~system ~~not~~on ~~only~~a ~~simplifies~~single-chip ~~costly~~or ~~thermal~~utilizing ~~design,~~minimal ~~but~~number ~~also~~of ~~eliminates~~silicon ~~the~~dies ~~need~~reduces ~~for~~the ~~bulky~~number ~~fans~~of ~~and~~external ~~other~~board-level ~~cooling~~components, ~~aids.~~decreases ~~This~~board inspace, ~~turn~~ improves ~~end customer product reliability~~performance, ~~increases~~simplifies ~~the~~customers’ ~~density of~~ product ~~features that can be supported in a compact footprint~~design, and significantly reduces ~~overall~~power ~~system cost~~consumption.

•Low-power design methodology: The superior energy efficiency of our products reflects our years of cumulative experience and research and development, or R&D, investment in system architecture, semiconductor device modeling, and integrated circuit design expertise. At extremely high data rates, when electrical signals transit on and off the chip, there is a severe penalty in speed and power consumption. Therefore, significant reduction in power consumption of a device requires minimization of signal transitions between multiple chips. Our ability to achieve the highest levels of integration of all analog/RF and digital signal processing functionality on the same chip minimizes power consumption by eliminating such signal transitions. Our solutions disproportionately impact our end-customer’s product power dissipation, such as in cable modems, 400Gbps optical transceiver modules, and large 5G antenna radio transceiver arrays. Low power dissipation not only simplifies costly thermal design, but also eliminates the need for bulky fans and other cooling aids. This in turn improves end customer product reliability, increases the density of product features that can be supported in a compact footprint, and reduces overall system cost.

•Scalable Platform: Our products share common, modular components such as data converters, radio architectures, signal processing algorithms, and digital signal processing circuit architectures, which enables us to offer fully integrated broadband RF transceiver based digital communication SoC solutions across a wide variety of markets while meeting the stringent performance requirements of these end market applications and standards. This contrasts to legacy solutions that require significant customization to conform to the various regional standards, technical performance and product feature requirements. As a result, our customers can minimize their design resources required to develop applications for multiple target markets using our platform solutions. In addition, we are able to deploy our engineering resources more efficiently to both diversify and address larger communications end markets.

Our Strategy

Our objective is to be the leading provider of communications SoCs for the connected home, wired and wireless infrastructure, and industrial and multi-market applications. We continue to leverage our core analog and digital signal co-processing competencies to expand into other communications markets with similar performance requirements. The key elements of our strategy are:

•Extend Technology Leadership in RF Transceivers and RF Transceiver + Digital Signal Processing + Embedded Processor SoCs: We believe that our success thus far is largely attributable to a combination of our RF and mixed-signal design capability together with advanced digital design expertise. We have leveraged this core competency to develop high-performance, low-cost semiconductor solutions for broadband communications applications spanning the connected home, wireless access and backhaul network infrastructure, and high-speed fiber-optic modules for data center, metro, and long-haul infrastructure markets. We will continue to invest in this capability and be an innovation leader in this market.

•Leverage and Expand our Existing Customer Base: We target customers who are leaders in their respective markets. We focus on sales to customers who are leaders in our current target markets, and to build on our relationships with these leading customers to define and enhance our product roadmap. By solving the specific problems faced by our customers, we minimize the risks associated with our customers’ adoption of our new integrated circuit products and reduce the length of time from the start of product design to customer revenue. Further, engaging with market leaders will enable us to participate in emerging technology trends and new industry standards.

•Target Additional High-Growth Markets: Our core competency is in RF analog and mixed-signal integrated circuit design in CMOS process technology. Several of the technological challenges involved in developing RF solutions for video broadcasting and broadband reception are common to a majority of broader communications markets. We intend to leverage our core competency in developing highly integrated RF transceiver and RF transceiver SoCs in standard CMOS process technology to address additional markets within broadband communications, communications infrastructure, and connectivity markets that we believe offer high growth potential.

•~~Expand~~Attract ~~Global~~and ~~Presence:~~Retain ~~Due~~Top toTalent: ~~the~~We ~~global~~are ~~nature~~committed ofto ~~our~~recruiting ~~supply~~and ~~chain~~retaining ~~and~~highly ~~customer~~talented ~~locations,~~personnel wewith ~~continue~~proven toexpertise ~~expand~~in ~~our~~the ~~sales~~design, ~~design~~development, ~~operations~~marketing and ~~technical~~sales ~~support~~of ~~organization~~communications ~~both~~integrated incircuits. ~~the~~We ~~United~~have ~~States~~assembled ~~and~~a ~~overseas.~~high-quality Inteam ~~particular,~~in weall ~~are~~the ~~aligned~~areas ~~regionally~~of toexpertise ~~support~~required toat ~~our~~an ~~customer~~integrated ~~base.~~circuit design and communications systems

•Attract and Retain Top Talent: We are committed to recruiting and retaining highly talented personnel with proven expertise in the design, development, marketing and sales of communications integrated circuits. We have assembled a high-quality team in all the areas of expertise required at an integrated circuit design and communications systems company. Providing an attractive work environment for all of our employees is important to us. We believe that our ability to attract the best engineers is a critical component of our future growth and success in our chosen markets.

Customers

We sell our products, directly and indirectly, to OEMs, module makers and ODMs, and we refer to these as our end customers. By providing a highly integrated reference design solution that our customers can incorporate in their products with

Table of Contents

~~minimal~~company. ~~modifications,~~Providing wean ~~enable~~attractive work environment for all of our ~~customers~~employees is important to ~~design~~us. ~~cost-effective~~We ~~high-performance~~believe ~~SoC-based~~that ~~solutions~~our ~~rapidly.~~ability Ato ~~significant~~attract ~~portion~~the ofbest ~~our~~engineers ~~sales~~is ~~are~~a ~~through~~critical ~~distributors~~component ~~based~~of inour ~~Asia,~~future ~~who~~growth ~~then~~and ~~resell~~success in our ~~product~~chosen markets.

A significant portion of our net revenue has historically been generated by a limited number of customers through sales of our products, as well as consideration under intellectual property sale agreements. In the years ended December 31, 2024, 2023 and 2022, ten customers accounted for approximately 60%, 54% and 65% of our net revenue, respectively.Customers

~~Products~~We ~~shipped~~sell toour ~~Asia accounted for 75%~~products, ~~75%~~directly and ~~82%~~indirectly, ofto ~~our net revenue in the years ended December 31~~OEMs, ~~2024,~~module ~~2023~~makers and ~~2022~~ODMs, ~~respectively.~~and ~~Products~~we ~~shipped~~refer to ~~China~~these ~~accounted~~as ~~for 11% and 16% of~~ our ~~net~~customers. ~~revenue~~By inproviding ~~the~~a ~~years~~highly ~~ended~~integrated ~~December 31,~~reference ~~2023,~~design ~~and~~solution ~~2022,~~that ~~respectively,~~our ~~and~~customers ~~less~~can ~~than~~incorporate ~~10%~~ in ~~the~~their ~~year ended December 31, 2024. Although a large percentage of our~~ products ~~are~~with ~~shipped~~minimal ~~to Asia~~modifications, we ~~believe~~enable ~~that~~our ~~a significant number of the systems designed by these~~ customers ~~and~~to ~~incorporating~~design ~~our~~cost-effective ~~semiconductor~~high-performance ~~products~~SoC-based ~~are~~solutions ~~then sold outside Asia~~rapidly. ~~For~~A ~~example,~~significant ~~revenue~~portion ~~generated from sales~~ of our ~~modem products during the years ended December 31, 2024, 2023 and 2022 related principally to~~ sales toare ~~Asian~~through ~~ODM’s~~distributors ~~and~~based ~~contract~~in ~~manufacturers delivering products into European and North American markets. To date~~Asia, ~~all~~who ofthen resell our ~~sales have been denominated in United States dollars~~product.

A significant portion of our net revenue has historically been generated by a limited number of customers through sales of our products. In the years ended December 31, 2025, 2024 and 2023, ten customers accounted for approximately 65%, 60% and 54% of our net revenue, respectively. For certain customers, we sell multiple products into disparate end user applications such as PON outdoor units, or PON ODUs, Wi-Fi routers, broadband gateways, and cable modems.

Products shipped to Asia accounted for 82%, 75% and 75% of our net revenue in the years ended December 31, 2025, 2024 and 2023, respectively, including 49% from products shipped to Hong Kong and 12% from products shipped to Vietnam during the year ended December 31, 2025, 41% from products shipped to Hong Kong during the year ended December 31, 2024, and 37% from products shipped to Hong Kong and 11% from products shipped to mainland China in the year ended December 31, 2023. Although a large percentage of our products are shipped to Asia, we believe that a significant number of the systems designed by these customers and incorporating our semiconductor products are then sold outside Asia. For example, revenue generated from sales of our products during the years ended December 31, 2025, 2024 and 2023 related principally to sales to Asian ODM’s and contract manufacturers delivering products into European and North American markets. To date, all of our sales have been denominated in United States dollars.

Sales and Marketing

We sell our products worldwide through multiple channels, using our direct sales force, third party sales representatives, and a network of domestic and international distributors. We have direct sales personnel covering the United States, Europe and Asia. We also employ a staff of field applications engineers to provide direct engineering support locally to some of our customers.

Our distributors are independent entities that assist us in identifying and servicing customers in a particular territory, usually on a non-exclusive basis. Sales to distributors accounted for approximately 4437%, 5044%, and 4650% of our net revenue in the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

Our sales cycles typically require a significant amount of time and a substantial expenditure of resources before we can realize revenue from the sale of products, if any. Our typical sales cycle consists of a multi-month sales and development process involving our customers’ system designers and management.

We generally receive purchase orders from our customers approximately six to twenty-six weeks prior to the scheduled product delivery date. Because of the scheduling requirements of our foundries and assembly and test contractors, we generally provide our contractors production forecasts six to twelve months in advance and place firm orders for products with our suppliers up to twenty-six weeks prior to the anticipated delivery date, in some cases without a purchase order from our own customers. Our standard warranty provides that products containing defects in materials, workmanship or product performance may be returned for a refund of the purchase price or for replacement, at our discretion.

Raw Materials

As a fabless designer of integrated circuits, we do not directly procure raw materials and instead, rely on third parties to manufacture, assemble and test, or supply, our products, as described in further detail under the below heading “Manufacturing.” To a lesser extent, we also purchase certain turnkey, or finished goods product, for resale. Raw materials used by third party foundries, assembly and test contractors and turnkey product vendors include silicon wafers, as well as lead frames or substrate materials, gold or copper wires, and molding compounds used in assembly/packaging and test of our products. We work closely with our vendors in providing a supplier forecast three to twelve months in advance to ensure they have an adequate supply of raw materials to cover our forecast.

Manufacturing

We use third-party foundries and assembly and test contractors to manufacture, assemble and test our products. We also rely on certain vendors to supply turnkey products for certain products we sell. This outsourced manufacturing approach allows us to focus our resources on the design, sale and marketing of our products. Our engineers work closely with our foundries and other contractors to increase yield, lower manufacturing costs and improve product quality while maintaining a socially responsible supply chain.

Table of Contents

~~support our wafer fabrication requirements. Our key foundry partners include Taiwan Semiconductor~~ Manufacturing Corporation, or TSMC, in Taiwan, and United Microelectronics Corporation, or UMC, in Taiwan and Singapore. We generally do not depend on a single source for the supply of our materials. Additionally, certain of products are supplied to us under the terms of a supply agreement with Intel.

Wafer Fabrication. We utilize an increasing range of process technologies to manufacture our products, from standard CMOS to more exotic processes including SiGe and GaAs. Within this range of processes, we use a variety of process technology nodes ranging from 0.25µ down to 4 nanometer. We depend on independent silicon foundry manufacturers to support our wafer fabrication requirements. Our key foundry partners include Taiwan Semiconductor Manufacturing Corporation, or TSMC, in Taiwan, and United Microelectronics Corporation, or UMC, in Taiwan and Singapore. We generally do not depend on a single source for the supply of our materials. Additionally, certain products are supplied to us by Intel Corporation, or Intel, on a turnkey basis.

Outsourced Semiconductor Assembly and Test. Upon completion of the silicon processing at the foundry, we forward the finished silicon wafers to independent semiconductor assembly and test service subcontractors. The majority of our assembly/packaging and test requirements are supported by the following independent subcontractors: Advanced Semiconductor Engineering, or ASE, Greatek Electronics, Inc., Signetics Corporation, SIGURD Microelectronics Corp., and Silicon Precision Industries.

Quality Assurance. We have implemented significant quality assurance procedures to assure high levels of product quality for our customers. Our operations are certified under ISO 9001:2015 standards. We closely monitor the work-in-progress information and production records maintained by our suppliers, and communicate with our third-party contractors to assure high levels of product quality and an efficient manufacturing time cycle. Upon successful completion of the quality assurance procedures, all of our products are stored and shipped to our customers or distributors directly from third-party contractors and logistics agents in accordance with our shipping instructions.

Corporate Social Responsibility and Sustainability

AsWe ~~we continue to expand our presence around the world, we~~ are mindful of our responsibility to assess and mitigate climate risks, reduce our greenhouse gas emissions, and maintain a socially responsible supply chain. Our board of directors and Nominating and Corporate Governance Committee oversees our corporate social responsibility and sustainability directives, while the Audit Committee oversees enterprise risk management, which includes an assessment of enterprise risks, including climate risks.

Climate risk assessment. We have completed an initial assessment of climate risks utilizing the Task Force on Climate-related Financial Disclosure, or TCFD, Guidance on Risk Management Integration and Disclosure, and present disclosures around the risk assessment and other matters in accordance with TCFD guidance on our corporate social responsibility and sustainability page on our website.

Greenhouse gas emissions. We are committed to contributing to the reduction of greenhouse gas emissions, and we are currently taking measures to reduce our greenhouse gas emissions and environmental impact such as purchasing 100% renewable energy for our facilities in California and elsewhere where available, using key suppliers that focus on sustainability as described below, enhancing our offices with energy saving improvements, and ~~transitioning~~transitioned away from one-time use plastics used in the office to sustainable reusable products. For the latest information regarding measures we have taken to further reduce our emissions, refer to our corporate social responsibility and sustainability page on our website, where you can also find our annual emissions reporting.

In our development efforts, our engineers are consistently focused on improving the power efficiency and thermal performance of our chips, minimizing water consumption and waste, promoting recycling of reusable materials, and providing customer satisfaction through compliance with global environmental regulations as they relate to our products and operations. For more information regarding the power efficiency and thermal performance of our products, refer to our corporate social responsibility and sustainability page on our website.

Table of Contents

Socially responsible supply chain. As a fabless semiconductor design company, we do not manufacture our products and, with respect to the activities we conduct directly, we believe we leave a limited environmental footprint. With respect to our indirect environmental impact, we consider and monitor the practices of our current and prospective foundry partners and suppliers in assessing environmental risks in our supply chain and in selecting key vendors. We believe that our key suppliers have made a public commitment to integrate sustainability and sensitivity to environmental impact into their manufacturing processes. For example, according to their websites, four of our largest manufacturing partners, ASE, Intel, TSMC, and UMC, each maintain well-developed environmental management and sustainability programs that are publicly avowed and supported by the highest levels of management within those organizations and have either set targets to reach net zero greenhouse gas emissions, or otherwise reduce such emissions, including in their manufacturing plans and processes. We aim to have a majority of manufacturing partners that are certified with ISO 14001 international standards for environmental management systems and plan to launch manufacturing partner audits in the future. We are committed to the use of a socially responsible supply chain to reduce the risk of human rights violations and the use of conflict minerals (tin, tungsten, tantalum and gold, or 3TG) from the Democratic Republic of Congo and certain adjoining countries. The results of our conflict minerals surveys are reported annually on a conflict minerals report. Our efforts also include maintaining an anti-slavery policy, and a business partner labor standards policy which bars the use of forced or child labor and slavery and a conflict minerals policy governing the use and distribution of 3TG minerals, as well as conducting due diligence before allowing a potential supplier to become a preferred supplier. Further, we remove any suppliers that continue to fail to meet our business partner labor standards and conflict minerals policies after being provided the opportunity to remedy non-compliance via implementation of a corrective action plan. We also participate in recycling of integrated circuits and boards. Additionally, our products are compliant with the Restriction of Hazardous Substances, or RoHS, and Registration, Evaluation, Authorization and Restriction of Chemicals, or REACH, standards in the European Union, or EU.

Research and Development

We believe that our future success depends on our ability to both improve our existing products and to develop new products for both existing and new markets. We direct our R&D efforts largely to the development of new high-performance, mixed-signal RF transceivers and SOCs for the broadband, mobile and wireline infrastructure, data center, and industrial and multi-market applications. We target applications that require stringent overall system performance and low power consumption. As new and challenging communication applications proliferate, we believe that many of these applications may benefit from our SoC solutions combining analog and mixed-signal processing with digital signal processing functions. We have assembled a team of highly skilled semiconductor and embedded software design engineers with expertise in RF, mixed-signal and high-performance analog integrated circuit design, digital signal processing, communications systems and SoC design. As of December 31, ~~2024~~2025, we had approximately ~~941~~786 employees in our R&D group. Our engineering design teams are located in Carlsbad, Irvine, and San Jose in California; Singapore; Shanghai, and Shenzhen in China; Taipei and Hsinchu in Taiwan; ~~Bangalore and Chennai in~~ India; ~~Canada,~~ Germany, Israel, and Spain.

Competition

We compete with both established and development-stage semiconductor companies that design, manufacture and market analog and mixed-signal broadband RF receivers, high speed interconnects, high-performance interface, data and video compression and encryption, and power management products. Our competitors include companies with much longer operating histories, greater name recognition, and substantially greater financial, technical and operational resources, as well as smaller companies specializing in narrow markets, to internal or vertically integrated engineering groups within certain of our customers. In addition, our industry experiences substantial consolidation. We consider our primary competitors to be companies with a proven track record of supporting market leaders and the technical capability to develop and bring to market competing broadband RF receiver and RF receiver SoC, modem, and high speed interconnect products. Our primary merchant semiconductor competitors include Broadcom, Inc., Qualcomm Incorporated, Realtek Semiconductor Corp., Skyworks Solutions, Inc., Credo Semiconductor Inc., MediaTek, Inc., Marvell Technology Group Ltd., MACOM Technology Solutions Holdings, Inc., Texas Instruments Incorporated, Analog Devices, Inc., Renesas Electronics Corporation, Microchip Technology Inc. and Semtech Corporation. Because our products often are building block semiconductors which provide functions that in some cases can be integrated into more complex integrated circuits, we also face competition from manufacturers of integrated circuits, some of which may be existing customers or platform partners that develop their own integrated circuit products. If we cannot offer an attractive solution for applications where our competitors offer more fully integrated products, we may lose significant market share to our competitors. Some of our targeted customers for our high speed interconnect solutions are module makers who are vertically integrated, where we compete with internally supplied components, and we compete with much larger analog and mixed-signal catalog competitors in the multi-market high-performance analog markets.

Table of Contents

The market for RF, mixed-signal and high-performance analog semiconductor products is highly competitive, and we believe that it will grow more competitive as a result of continued technological advances. We believe that the principal competitive factors in our markets include the following:

•product performance;

•features and functionality;

•energy efficiency;

•size;

•ease of system design;

•customer support;

•product roadmap;

•reputation;

•reliability; and

Table of Contents

•price.

We believe that we compete favorably as measured against each of these criteria. However, our ability to compete in the future will depend upon the successful design, development and marketing of compelling RF, analog, digital, and mixed-signal semiconductor integrated solutions for high growth communications markets. In addition, our competitive position will depend on our ability to continue to attract and retain talent while protecting our intellectual property.

Intellectual Property Rights

Our success and ability to compete depends, in part, upon our ability to establish and adequately protect our proprietary technology and confidential information. To protect our technology and confidential information, we rely on a combination of intellectual property rights, including patents, trade secrets, copyrights and trademarks. We also protect our proprietary technology and confidential information through the use of internal and external controls, including contractual protections with employees, contractors, business partners, consultants and advisors. Protecting mask works, or the “topography” or semiconductor material designs, of our integrated circuit products is of particular importance to our business and we seek to prevent or limit the ability of others to copy, reproduce or distribute our mask works.

We have over one thousand issued patents and numerous patent applications pending in the United States. We also have issued foreign patents and pending foreign patent applications. We file U.S and foreign patent applications to protect our intellectual property. Patents generally have a duration of twenty years from filing. While the remaining duration on the individual patents in our patent portfolio varies, we believe that the duration of our issued patents is adequate relative to the expected lives of our products.

We own numerous trademarks related to our current products that have been registered, inor ~~the~~are ~~United~~pending ~~States~~registration, ~~and~~in 4the ~~pending~~United UStates.S. ~~trademark applications.~~ We own foreign counterparts of certain of these registered trademarks in Brazil, Canada, ~~Chile,~~ China, the EU, Egypt, Germany, Hong Kong, India, Israel, Japan, Malaysia, Mexico, Russia, South Korea, Singapore, Taiwan, Thailand, Turkey, Vietnam and United Kingdom. We also claim common law rights in certain other trademarks that are not registered. Trademark rights may continue for a limited duration or in perpetuity, provided certain requirements are met.

WeDespite ~~may~~our ~~not~~efforts ~~gain~~to ~~any~~protect ~~competitive advantages from~~ our ~~patents and other~~ intellectual property rights~~. Our existing and future patents may be circumvented~~, ~~designed~~they ~~around, blocked or challenged as to inventorship, ownership, scope, validity or enforceability. It is possible that we~~ may not be ~~provided~~respected ~~with information~~ in the future ~~that could negatively affect the scope~~ or ~~enforceability~~may ofbe ~~either~~invalidated, ~~our~~circumvented ~~present~~ or ~~future patents~~challenged. ~~Furthermore,~~For ~~our~~additional ~~pending~~information, ~~and~~see ~~future patent applications may or may not be granted under~~ the ~~scope~~section oftitled ~~the~~“Risk ~~claims~~Factors—Risks ~~originally~~Related ~~submitted in our patent applications. The scope of the claims submitted or granted may or may not be sufficiently broad~~ to ~~protect~~Intellectual ~~our proprietary technologies~~Property. ”

The semiconductor industry is characterized by frequent litigation and other vigorous offensive and protective enforcement actions over rights to intellectual property. Moreover, there are numerous patents in the semiconductor industry, and new patents are being granted rapidly worldwide. Third parties may obtain patents that block or limit our ability to develop new technology and/or improve our existing products. If our products were found to infringe any patents or other intellectual property rights held by third parties, we could be prevented from selling our products or be subject to litigation fees, statutory fines and/or other significant expenses. We have initiated and could in the future be required to initiate litigation in order to enforce any patents issued to us, or to determine the scope or validity of a third-party’s patent or other proprietary rights, as described in “Risk Factors – Risks Related to Intellectual Property – We utilize a significant amount of intellectual property in our business. If we are unable to protect our intellectual property, our business could be adversely affected" and in “Item 3 – Legal Proceedings.” We may in the future be contacted by third parties suggesting that we seek a license to intellectual property rights that they may believe we are infringing. In addition, in the future, we may be subject to lawsuits by third parties seeking to enforce their own intellectual property rights, as described in “Risk Factors — Risks Related to Intellectual Property — We have settled in the past intellectual property litigation and may face additional claims of intellectual property infringement. Current litigation and any future litigation could be time-consuming, costly to defend or settle and result in the loss of significant rights” and in “Item 3 — Legal Proceedings.”

Table of Contents

Governmental Regulation

Our business and operations around the world are subject to government regulation at the international, national, state, provincial, and local level. These regulations impact various aspects of our business and include regulations regarding environmental, health, and safety matters, such as laws and regulations adopted by the U.S. Occupational Safety and Health Administration or similar authorities in other jurisdictions. We believe that our properties and operations comply in all material respects with applicable laws protecting the environment and worker health and safety. We do not manufacture our own products but do maintain laboratory space at certain of our facilities to facilitate the development, evaluation, and testing of our products. These laboratories may maintain quantities of hazardous materials. While we believe we are in material compliance with applicable law concerning the safeguarding of these materials and with respect to other matters relating to health, safety, and the environment, the risk of liability relating to hazardous conditions or materials cannot be eliminated completely. To date, we have not incurred significant expenditures relating to environmental compliance at our facilities nor have we experienced any material issues relating to employee health and safety. We cannot provide assurances, however, that issues will not arise in the future or that applicable law will not require us to incur significant compliance expenditures.

Certain of our products and technology are subject to the U.S. Export Administration Regulations, or EAR, which are administered by the United States Department of Commerce’s Bureau of Industry and Security, or BIS, and we are required to obtain an export license before we can export certain controlled products or technology to specified countries or customers. In addition, BIS imposes broad restrictions on certain identified entities and individuals, including those identified on the BIS “Denied Persons” list and BIS Entity List.

We have experienced and could continue to experience a loss of revenues or supply while we are obtaining licenses needed to do business with certain customers, suppliers, and any other business partners who are added to the Entity List, and failure to obtain any required license has resulted and could in the future result in a reduction of anticipated revenues or supply until an alternate source of supply can be obtained. We cannot guarantee that additional export control restrictions or any sanctions imposed in the future will not restrict, prevent, or materially limit, our ability to conduct business with certain customers, suppliers, business partners or in certain countries. Although we have policies, controls, and procedures designed to maintain ongoing compliance with applicable laws, there can be no assurance that our employees, contractors, suppliers, or agents will not violate such laws or policies. Any such violations of trade laws, restrictions, or regulations can result in fines; criminal sanctions against us or our officers, directors, or employees; prohibitions on the conduct of our business; and damage to our reputation. We may be required to incur significant expense to comply with, or to remedy violations of, these regulations and laws. In addition, if our customers fail to comply with these regulations and laws, we may be required to suspend sales to these customers, which could damage our reputation and negatively impact our results of operations. The technology industry is subject to intense media, political, and regulatory scrutiny, which can increase our exposure to government investigations, legal actions, and penalties.

Our business is also subject to various rules and regulations applicable to multinational public companies in the semiconductor industry, including: federal securities laws; competition laws and regulations, such as those promulgated by the U.S. Federal Trade Commission or authorities in the European Union; anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act of 1977; and, additional global trade regulation, such as ~~export~~tariffs ~~controls~~imposed by Customs and ~~trade~~Border ~~sanctions~~Protection, ~~among~~export ~~others.~~controls Weadministered ~~are~~by ~~also~~BIS, ~~subject to the rules~~ and ~~regulations~~economic oftrade ~~industry~~sanctions ~~standards~~maintained ~~bodies~~by ~~such as~~ the ~~International Organization for Standardization, among others~~U.S. ~~These~~Department ~~laws~~of ~~and~~the ~~regulations are complex, may change frequently and with~~

Table of Contents

Treasury Office of Foreign Assets Control, among others. We are also subject to the rules and regulations of industry standards bodies such as the International Organization for Standardization, among others. These laws and regulations are complex, may change frequently and with limited notice, and may continue to become more stringent over time. We may incur significant compliance expenditures in a future period as a result. We may also incur fines, criminal sanctions, or other penalties should we fail to comply with these laws and regulations.

For additional information, see the section titled “Risk Factors—Risks Related to our Business.”

Human Capital

Our future success depends on our ability to retain, attract and motivate qualified personnel, and achieving those objectives requires us to maintain a work environment and culture that values diversity. As the source of our technological and product innovations, our design and technical personnel represent a significant asset. We operate across ~~eighteen~~16 countries and are sensitive to the many cultures and backgrounds constituting our employee base.

As of December 31, ~~2024~~2025, we had 1,~~294~~115 full-time employees, including ~~941~~786 in R&D, ~~213~~200 in sales and marketing, 3027 in operations and semiconductor technology and ~~110~~102 in administration. We have employees across 1716 countries: 5253% are in Asia, 2625% in the Americas, 12% in Europe and 10% in the Middle East. Our workforce is represented by the following race/ethnicities: 6768% Asian, 2422% White or Middle Eastern, 910% Latinx or Hispanic origin, with 5354% Asian, ~~and 47~~43% White or Middle Eastern inand 3% Latinx or Hispanic origin n senior management. Females represented 2914% of our outside directors, 710% of senior management, 14% of our technical roles, and 19% of our total workforce. We believe female representation among our engineering staff compares favorably within our industry, but we remain committed to finding rewarding career opportunities for women across all functions within MaxLinear as well as to encouraging the engineering programs from which we recruit to increase their emphasis on opportunities for women. Of our total employee workforce, 32% is represented by Work ~~Councils~~Council in ~~Austria~~Germany, ~~and~~but ~~Germany.~~all ~~The~~of ~~Work~~our ~~Council~~employees ~~groups~~have freedom of association, ~~common~~or the legal right to ~~these~~join ~~countries~~worker organizations, ~~are~~including trade unions, and the right to collective bargaining. The Work Council group, is comprised of employees elected by the general employee base. We consider our global employee relations to be good.

~~Our~~In ~~human capital resources objectives include~~2025, asour ~~applicable,~~employee ~~attracting~~voluntary ~~and~~turnover ~~retaining~~rate ~~talented~~was ~~and~~14% ~~experienced~~compared ~~employees,~~to ~~advisors,~~13% ~~and~~in ~~consultants~~2024. We ~~utilize~~host ~~multiple~~regular ~~online~~global ~~search~~town ~~tools,~~hall ~~specialized~~meetings ~~recruiting~~in ~~firms,~~which ~~employee~~all ~~referral~~employees ~~programs~~are ~~and~~encouraged ~~university hires~~ to ~~ensure~~submit aany ~~varied~~questions, ~~outreach~~ahead ~~approach~~of ~~for~~or ~~candidates.~~during Wethe ~~aim~~meeting, to ~~increase~~be ~~our~~addressed ~~hiring~~by executive and ~~retention~~senior ~~of female talent including direct hires or interns from universities~~management. We ~~offer~~also ~~this~~have ~~via~~ a ~~combination~~formal ofconfidential ~~competitive~~reporting ~~base~~policy ~~salary, time-based equity incentives~~ and ~~bonus~~complaint ~~plans~~procedures ~~linked~~for toemployees ~~financial~~and ~~performance~~others ~~that are designed~~ to ~~motivate~~express ~~and~~concerns ~~reward~~about ~~personnel~~conduct ~~with~~within ~~annual grants of stock-based and cash-based incentive compensation awards to our employees~~MaxLinear, ~~some of~~ which ~~vest~~includes ~~over~~confidential ahotline ~~period~~reporting ofavailable ~~four~~in ~~years,~~local ~~plus~~languages. ~~other~~We ~~benefits,~~are incommitted ~~order~~ to ~~increase~~limiting ~~stockholder value and~~ the ~~success~~use of ~~our~~temporary ~~company~~or bycontract ~~motivating~~workers ~~such individuals~~ to ~~perform~~specialized, ~~to the best of their abilities and achieve both our short and long~~non-~~term~~recurring ~~objectives.~~projects Weor ~~offer~~during ~~competitive~~peak ~~benefits~~times ~~tailored~~when topermanent ~~local~~employment ~~markets~~is ~~and laws and designed to support employee health~~scarce, ~~welfare~~ and ~~retirement;~~when ~~examples~~we ofdo ~~such~~use ~~benefits~~contract ~~may~~workers, ~~include~~we ~~hybrid~~make ~~work~~efforts ~~schedules with one flexible day allowing all employees globally~~ to ~~work~~convert ~~from~~them ~~home; paid time off; 401(k), pension or other retirement plans; employee leave or part-time arrangements~~ to ~~support~~permanent ~~well-being of~~ employees ~~and~~when ~~their~~they ~~dependents;~~can ~~sabbaticals;~~fulfill ~~bereavement~~open ~~leave;~~positions. ~~employee~~As ~~stock~~of ~~purchase plan; basic and voluntary life~~December 31, ~~disability and supplemental insurance; medical~~2025, ~~dental~~while ~~and~~all ~~vision~~of ~~insurance;~~our ~~health~~employees ~~savings~~are ~~and~~considered ~~flexible~~permanent ~~spending~~employees, ~~accounts;~~contractors ~~relocation~~comprised ~~assistance;~~15% ~~and~~of ~~employee~~our ~~assistance~~workforce, ~~programs.~~compared ~~Our~~to ~~global~~14% ~~training~~in ~~and development program includes internal on-the-job training and we have launched a pilot training program which includes seminars~~2024, ~~podcasts~~ and ~~recommended learnings under which~~ we ~~have~~are ~~received~~committed ~~significant~~to ~~employee~~further ~~participation.~~reducing ~~Our corporate training program, which is mandatory, covers training on discrimination-free workplace, as well as~~ our ~~code~~use of ~~ethics~~such ~~and~~contractors. ~~employee~~When ~~conduct~~needed, ~~insider~~we ~~trading~~conduct ~~policy,~~responsible ~~global~~workforce ~~export~~restructuring ~~controls~~procedures ~~and~~in ~~economic~~compliance ~~sanctions~~with ~~policy,~~the ~~global~~regulations ~~anti-bribery~~of ~~and~~the ~~anti-corruption~~jurisdictions ~~policy,~~in ~~and~~which ~~anti-trust~~we ~~and competition law~~operate.

Our ~~executive~~human ~~compensation~~capital ~~structure~~resources ~~aligns~~objectives ~~executive~~include, ~~incentives~~as ~~with~~applicable, ~~the~~attracting ~~long-term~~and ~~growth~~retaining ~~objectives~~talented ofand ~~MaxLinear~~experienced employees, ~~including~~advisors, ~~long-term~~and ~~share~~consultants. ~~price~~We ~~appreciation.~~utilize Inmultiple ~~that~~online ~~regard~~search tools, ~~our~~specialized ~~executive~~recruiting ~~compensation~~firms, employee referral programs ~~have~~and ~~tended~~university hires to ~~place~~ensure a ~~relatively~~varied ~~heavier~~outreach ~~weighting~~approach onfor ~~equity~~candidates. ~~compensation~~We ~~than~~aim to increase our ~~peers~~hiring and ~~include~~retention of female talent including direct hires or interns from universities. We offer this via a ~~performance~~combination of competitive base salary, time-based ~~metric~~equity incentives and bonus plans linked to ~~executives’~~financial ~~equity~~performance ~~incentives~~that inare ~~addition~~designed to ~~other~~motivate ~~forms~~and reward personnel with annual grants of stock-based and cash-based incentive compensation ~~offered~~awards to ~~all~~our employees., ~~For~~some ~~more~~of ~~details~~which ~~regarding~~vest ~~our~~over ~~executive~~a ~~compensation~~period of three or four years, ~~refer~~plus other benefits, in order to ~~information~~increase ~~incorporated~~stockholder value and the success of our company by ~~reference~~motivating ~~from~~such individuals to perform to the ~~information~~best ~~set~~of ~~forth~~their ~~under~~abilities ~~the~~and ~~captions~~achieve ~~“Executive~~both ~~Compensation”~~our short and ~~“Compensation~~long-term ~~Discussion~~objectives. We offer competitive benefits tailored to local markets and ~~Analysis”~~laws inand ~~either~~designed anto ~~amendment~~support employee health, welfare and retirement; examples of such benefits may include paid time off; 401(k), pension or other retirement plans; employee leave or part-time arrangements to ~~this~~support ~~Form~~well-being 10of employees and their dependents; sabbaticals; bereavement leave; employee stock purchase plan; basic and voluntary life, disability and supplemental insurance; medical, dental and vision insurance; health savings and flexible spending accounts; relocation assistance; and employee assistance programs. Our corporate training program, which is mandatory, covers training on discrimination-Kfree orworkplace, as well as our ~~upcoming~~code ~~2025~~of ~~Proxy~~ethics ~~Statement~~and employee conduct, insider trading policy, global export controls and economic sanctions policy, global anti-bribery and anti-corruption policy, and anti-trust and competition law.

Table of Contents

Our executive compensation structure aligns executive incentives with the long-term growth objectives of MaxLinear, including long-term share price appreciation. In that regard, our executive compensation programs have tended to place a relatively heavier weighting on equity compensation than our peers and include a performance-based metric to executives’ equity incentives in addition to other forms of compensation offered to all employees. For more details regarding our executive compensation, refer to information incorporated by reference from the information set forth under the captions “Executive Compensation” and “Compensation Discussion and Analysis” in either an amendment to this Form 10-K or our upcoming 2026 Proxy Statement.

We also comply with applicable laws and regulations regarding workplace safety and are subject to audits by entities such as the Occupational Safety and Health Administration, or OSHA, in the United States. We rely on third parties to manufacture our products and require our suppliers to maintain a safe work environment, as described in further detail under the above heading “Manufacturing.”

Seasonality

Table of Contents

In addition, our operating results are subject to substantial quarterly and annual fluctuations due to a number of factors, such as the overall demand volatility for semiconductor solutions across a diverse range of communications, industrial and multimarket applications, the timing of receipt, reduction or cancellation of significant orders, the gain or loss of significant customers, market acceptance of our products and our customers’ products, our ability to timely develop, introduce and market new products and technologies, the availability and cost of products from our suppliers, new product and technology introductions by competitors, intellectual property disputes and the timing and extent of product development costs. For example, we often experience flat-to-declining revenue in the first quarter of each fiscal year and increasing revenue in the second quarter of each fiscal year.

ITEM 1A. RISK FACTORS

This Annual Report on Form 10-K, or Form 10-K, including any information that may be incorporated by reference herein, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, referred to as the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “forecast,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” or the negative of these terms or other comparable terminology. The forward-looking statements contained in this Form 10-K involve known and unknown risks, uncertainties and situations that may cause our or our industry’s actual results, level of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these statements. These factors include those listed below in this Item 1A and those discussed elsewhere in this Form 10-K. We encourage investors to review these factors carefully. We may from time to time make additional written and oral forward-looking statements, including statements contained in our filings with the Securities and Exchange Commission, or SEC. However, we do not undertake to update any forward-looking statement that may be made from time to time by or on behalf of us, whether as a result of new information, future events, or otherwise, except as required by law.

The following discussion provides information concerning the material risks and uncertainties that we have identified and believe may adversely affect our business, our financial condition and our results of operations. Before you decide whether to invest in our securities, you should carefully consider these risk factors together with all of the other information included in this Form 10-K, and in our other public filings, which could materially affect our business, financial condition or future results. Our risk factors are not guarantees that no such conditions exist as of the date of this report and should not be interpreted as an affirmative statement that such risks or conditions have not materialized, in whole or in part.

For the risks relating to our terminated merger with Silicon Motion, please refer to the section of these risk factors captioned “Risks Relating to the Terminated Merger with Silicon Motion.”

Table of Contents

Risk Factor Summary

Risks Relating to the Terminated Merger with Silicon Motion

•The termination of the Merger Agreement and the related legal proceedings have caused us to incur substantial costs, may divert management’s attention from our business and could otherwise adversely affect our business, financial results and operations.

•If we are required to pay any damages in connection with legal proceedings related to the termination of the Merger Agreement with Silicon Motion, including for any alleged breaches of the Merger Agreement, or if we agree to make any payments in any settlement of legal proceedings related to the termination of the Merger Agreement, the amount of such damages or payments could be significant and require us to draw down on all our existing lines of credit and use our cash resources, which may not be sufficient to satisfy any damages or payments and could have a material adverse effect on our business, operating results, and financial condition. We expect that we may not be able to obtain financing on favorable terms if at all or raise additional capital for any such payments.

Risks Relating to Our Business

•We face intense competition and expect competition to increase in the future, which could have a material adverse effect on our revenue, revenue growth rate, if any, and market share.

•~~Global~~Changes ~~economic~~in ~~conditions~~trade policies among the United States and other countries, ~~including~~in ~~factors~~particular ~~such~~the asimposition ~~high~~of ~~inflation~~new or ahigher ~~potential recession~~tariffs, could ~~continue~~place topressure ~~adversely~~on ~~affect~~our average selling prices as our ~~business,~~customers ~~financial~~seek ~~condition,~~to ~~and~~offset ~~results~~the impact of ~~operations~~increased tariffs on their own products. Increased tariffs or the imposition of other barriers to international trade has previously and could in the future decrease demand and have a material adverse effect on our revenues and operating results.

•Global economic conditions could continue to adversely affect our revenues, margins, and results of operations.

•We are subject to the cyclical nature of the semiconductor industry.

•A significant variance in our operating results or rates of growth, if any, could continue to lead to substantial volatility in our stock price. ~~Our~~We ~~revenue has declined, and we~~ may not sustain our current level of revenue, which has previously declined, and/or manage future growth effectively.

17•Our business, financial condition and results of operations could continue to be adversely affected by escalating trade wars, military conflicts, and other geopolitical and economic tensions.

~~Table~~•We ofare ~~Contents~~subject to risks associated with international geopolitical and military conflicts.

~~and/or~~•We ~~manage~~will ~~future~~lose ~~growth~~sales ~~effectively.~~if ~~The~~we ~~impact~~are ofunable ~~excess~~to ~~inventory~~obtain inor ~~the~~retain ~~channel~~government ~~has~~authorization ~~continued~~ to ~~influence~~export certain of our ~~customers’~~products ~~expected~~or ~~demand~~technology ~~for~~related ~~certain~~to the development or production of our products or if such authorizations are revoked, and ~~negatively~~we ~~impact~~will ~~our~~be ~~revenue~~subject to legal and regulatory consequences if we do not comply with applicable export control laws and regulations.

•~~Our~~We ~~business,~~depend ~~financial~~on ~~condition~~a ~~and~~limited ~~results~~number of ~~operations~~customers ~~could~~for ~~continue~~a tosubstantial beportion ~~adversely~~of ~~affected~~our ~~by military conflicts~~revenue, ~~geopolitical~~ and ~~economic tensions among or with countries in which we conduct business, including between~~ the ~~United~~loss ~~States and China~~of, ~~Israel~~or ~~(and~~a ~~its~~significant ~~conflicts~~reduction ~~with~~in ~~Iran~~orders ~~and Lebanon)~~from, ~~and~~one ~~among~~or ~~other countries. For example, as~~ more ~~entities~~of ~~are~~our ~~added~~major tocustomers ~~restricted~~has ~~export~~had ~~control~~and ~~lists,~~could orcontinue ~~as semiconductor technology exports~~ to ~~other~~have ~~countries~~a ~~are~~material ~~further~~adverse ~~controlled,~~effect ~~our~~on ~~need to seek authorization from the U.S. government may impact~~ our ~~ability~~revenue ~~to do business~~ and~~/or~~ ~~the~~operating ~~speed with which we can deliver, if at all~~results.

•We also are subject to risks associated with international geopolitical and military conflicts.

•Changes in trade policies among the United States and other countries, in particular the imposition of new or higher tariffs, could place pressure on our average selling prices as our customers seek to offset the impact of increased tariffs on their own products. Increased tariffs or the imposition of other barriers to international trade could decrease demand and have a material adverse effect on our revenues and operating results.

•We will lose sales if we are unable to obtain or retain government authorization to export certain of our products or technology or if such authorizations are revoked. In addition, we will be subject to legal and regulatory consequences if we do not comply with applicable export control laws and regulations.

•We depend on a limited number of customers for a substantial portion of our revenue, and the loss of, or a significant reduction in orders from major customers has had and could continue to have a material adverse effect on our revenue and operating results.

•Any legal proceedings or claims against us or potential violations of applicable regulations could be costly and time-consuming to defend and could harm our reputation regardless of the outcome.

•We have been and may in the future be subject to information technology failures, including security breaches, cyber-attacks, design defects or system failures, that could disrupt our operations, damage our reputation and adversely affect our business, operations, and financial results.

•Average selling prices of our products have previously decreased and could decrease in the future, which could have a material adverse effect on our revenue and gross margins.

•If we fail to penetrate new applications and markets, our revenue, revenue growth rate, if any, and financial condition could be materially and adversely affected.

•A significant portion of our revenue is attributable to demand for our products in markets for broadband solutions, and development delays and consolidation trends among cable and satellite Pay-TV and broadband operators ~~has adversely affected, and~~ could ~~continue to~~ adversely affect our future revenues and operating results.

•We may be unable to make the substantial and productive research and development investments that are required to remain competitive in our business.

•The complexity of our products could result in unforeseen delays or expenses caused by undetected defects or bugs~~, which could reduce the market acceptance of our new products, damage our reputation with current or prospective customers and adversely affect our operating costs~~.

•Our revenue and operating results are subject to substantial quarterly and annual fluctuations and have fluctuated in the past and may fluctuate significantly due to a number of factors that could adversely affect our business and our stock price.

Table of Contents

•If we fail to develop and introduce new or enhanced products on a timely basis, our ability to attract and retain customers could be impaired and our competitive position could be harmed.

•We are subject to order and shipment uncertainties, and differences between our estimates of customer demand and product mix and our actual results could continue to negatively affect our inventory levels, sales and operating results.

•We may have difficulty accurately predicting our future revenue and appropriately budgeting our expenses particularly as we seek to enter new markets where we may not have prior experience.

•Our customers require our products and our third-party contractors to undergo a lengthy and expensive qualification process which does not assure product sales.

•We incur significant expenditures to win business and customer product plan cancellations may adversely affect our results of operations.

•A failure to maintain compliance with governmental regulations could have a material adverse effect on our business.

•If we are unable to attract, train and retain qualified personnel and senior management, our business, financial condition, results of operations and prospects could suffer.

•We are subject to a variable amount of interest on the principal balance of our credit agreements and could continue to be adversely impacted by high interest rates in the future. Such indebtedness adversely affects our operating results and cash-flows,. asIn weaddition, ~~satisfy~~high ~~our underlying~~ interest ~~and~~rates ~~principal~~may ~~payment~~make ~~obligations~~it ~~and~~more ~~contains~~difficult ~~financial~~for ~~and~~us, ~~operational~~our ~~covenants~~customers, ~~that~~and ~~could adversely affect~~ our ~~operational~~distributors ~~freedom or ability~~ to ~~pursue~~obtain ~~strategic~~financing ~~transactions~~and ~~that~~service weour ~~would~~respective ~~otherwise~~interest ~~consider~~and todebt ~~be in the best interests of stockholders, including obtaining additional indebtedness to~~ obligations.

18•We are subject to governmental laws, regulations and other legal obligations related to privacy, data protection, and cybersecurity, and any inability of us to comply with such obligations may negatively impact our business.

Table of Contents

finance such transactions. In addition, high interest rates may make it more difficult for us, our customers, and our distributors to obtain financing and service our respective interest and debt obligations, which in turn has an impact on customer demand for our products and our distributors’ business.

•We are subject to governmental laws, regulations and other legal obligations related to privacy, data protection, and cybersecurity. Our inability to comply with such obligations may negatively impact our business.

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

•We may, from time to time, make additional business acquisitions or investments, which involve significant risks.

Risks Relating to Intellectual Property

•We have settled in the past intellectual property litigation and may in the future face additional claims of intellectual property infringement, including indemnification claims based on intellectual property allegations. Any current or future litigation could be time-consuming, costly to prosecute, defend or settle and result in damages and/or the loss of significant rights.

•If we are unable to protect our intellectual property, our business could be adversely affected.

•We face risks related to security vulnerabilities in our products.

•The use of open source software in our products, processes and technology may expose us to additional risks and harm our intellectual property.

Risks Relating to Reliance on Third Parties

•A lack of long-term supply contracts, and any supply disruption could have a material adverse effect on our business.

•Failure to manage our relationships with our third-party contractors successfully, or impacts from volatility in global supply, natural disasters, public health crises, or other labor stoppages in the regions where such contractors operate, could adversely affect our ability to market and sell our products.

•Should any of our distributors cease or be forced to stop distributing our products, our business would suffer.

•Any failure of third parties to provide services and technology could have a material adverse effect on our business.

Risks Relating to Our Common Stock

•Our share price may be volatile as a result of various factors.

•~~Our~~Failure ~~management~~to ~~team~~meet ~~may~~any ~~use~~expectations ~~our~~related ~~available~~to ~~cash~~stock ~~and~~repurchase ~~cash~~programs ~~equivalents~~could incause ~~ways~~the ~~with~~market ~~which~~price ~~you~~of ~~may~~our ~~not~~common ~~agree~~stock orto ~~in ways which may not yield a return~~decline.

•Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.

Risks Relating to our Terminated Merger with Silicon Motion

The termination of the Merger Agreement and the related legal proceedings have caused us to incur substantial costs, may divert management’s attention from our business and could otherwise adversely affect our business, financial results and operations.

We terminated the Merger Agreement on July 26, 2023 and notified Silicon Motion that we are relieved of our obligation to close the merger. Silicon Motion has challenged the validity of that termination. On August 16, 2023, Silicon Motion delivered to us a notice, which Silicon Motion publicly disclosed, that it was purporting to terminate the Merger Agreement and that Silicon Motion would be commencing an arbitration before the Singapore International Arbitration Centre to seek damages from us arising from our alleged breaches of the Merger Agreement. On October 5, 2023, Silicon Motion filed a Notice of Arbitration with the Singapore International Arbitration Centre alleging that we breached the Merger Agreement. Additionally, on August 31, 2023, a Silicon Motion stockholder filed a class action complaint against us and certain of our current officers alleging that we materially misrepresented the likelihood the merger would close, and a similar individual action was filed by a different Silicon Motion stockholder on June 13, 2024. Other potential plaintiffs may file additional lawsuits related to the previously contemplated merger. See Part I, Item 3 (Legal Proceedings) of this report for more information on the Silicon Motion arbitration and the class action lawsuit. We intend to vigorously defend against these legal proceedings and any alleged breaches of the Merger Agreement, but due to the uncertainties inherent in any legal proceedings, we cannot predict the outcome of any legal proceedings. Legal proceedings are time-consuming, and may divert management’s attention from our business. Legal proceedings are also expensive and could result in substantial costs to us, including any damages we are required to pay and costs associated with the indemnification of directors and officers. Please refer to the Risk Factor entitled “If we are required to pay any damages in connection with legal proceedings related to the termination of the Merger

Table of Contents

~~Agreement~~Risks ~~with~~Relating ~~Silicon Motion, including for any alleged breaches of the Merger Agreement, or if we agree~~ to ~~make~~our ~~any~~Terminated ~~payments in any settlement of legal proceedings related to the termination of the~~ Merger ~~Agreement,~~with ~~the~~Silicon amount of such damages or payments could be significant and require us to draw down on all our existing lines of credit and use our cash resources, which may not be sufficient to satisfy any damages or payments and could have a material adverse effect on our business, operating results, and financial condition. We expect that we may not be able to obtain financing on favorable terms if at all or raise additional capital for any such payments. Even if we are able to finance such payments through the incurrence of additional indebtedness, any material increase in our indebtedness would adversely affect our operating results and cash-flows as we satisfy our underlying interest and principal payment obligations. Issuing additional shares of our common stock, if material, will result in dilution of existing shares outstanding. Any loan agreement is also expected to contain financial and operational covenants that would adversely affect our operational freedom or ability to pursue strategic transactions that we would otherwise consider to be in the best interests of stockholders, including obtaining additional indebtedness to finance such transactions.”Motion

WeThe ~~have already incurred, and expect to continue to incur, substantial costs in connection with the previously pending merger, the~~ termination of the Merger Agreement, and the related legal proceedings. ~~Aside~~have ~~from~~caused ~~any~~us ~~damages or settlement amounts we may be required~~ to ~~pay,~~incur ~~these~~substantial costs ~~are primarily associated with the fees of our financial advisors~~, ~~accountants, lenders, and legal counsel. Since the merger has been terminated, we will have received little or no benefit in respect of such costs incurred. We~~ may ~~also~~divert ~~experience~~management’s ~~negative~~attention ~~reactions~~ from ~~the financial markets and~~ our ~~suppliers,~~business ~~customers, customer prospects,~~ and ~~employees with regard to legal proceedings related to the termination of the Merger Agreement. Any of these factors~~ could ~~have~~otherwise aadversely ~~material~~affect ~~adverse effect on~~ our business, ~~operating~~financial results, and ~~financial condition or on the trading price of our common stock~~operations.

IfWe terminated the Merger Agreement on July 26, 2023 and notified Silicon Motion that we are ~~required~~relieved toof ~~pay~~our ~~any~~obligation ~~damages~~to inclose ~~connection~~the ~~with~~merger. ~~legal~~Silicon ~~proceedings~~Motion ~~related~~has tochallenged the ~~termination~~validity of ~~the~~that ~~Merger~~termination. ~~Agreement~~On ~~with~~August 16, 2023, Silicon Motion delivered to us a notice, ~~including~~which ~~for~~Silicon ~~any~~Motion ~~alleged~~publicly ~~breaches~~disclosed, ofthat it was purporting to terminate the Merger Agreement, orand ifthat weSilicon ~~agree~~Motion towould ~~make~~be ~~any~~commencing ~~payments~~an inarbitration ~~any~~before ~~settlement~~the ofSingapore ~~legal~~International ~~proceedings~~Arbitration ~~related~~Centre to ~~the~~seek ~~termination~~damages from us arising from our alleged breaches of the Merger Agreement. On October 5, ~~the~~2023, ~~amount~~Silicon Motion filed a Notice of ~~such~~Arbitration ~~damages~~with orthe ~~payments~~Singapore ~~could~~International beArbitration ~~significant~~Centre ~~and~~alleging ~~require~~that uswe tobreached ~~draw~~the ~~down~~Merger Agreement. Additionally, on ~~all~~August ~~our~~31, ~~existing~~2023, ~~lines~~a ofSilicon ~~credit~~Motion stockholder filed a class action complaint against us and ~~use~~certain of our ~~cash~~current ~~resources,~~officers ~~which~~alleging ~~may~~that ~~not~~we bematerially ~~sufficient~~misrepresented tothe ~~satisfy~~likelihood ~~any~~the ~~damages~~merger orwould ~~payments~~close, and ~~could~~a ~~have~~similar individual action was filed by a ~~material~~different ~~adverse~~Silicon ~~effect~~Motion stockholder on ~~our~~June ~~business~~13, ~~operating~~2024. ~~results~~Other potential plaintiffs may file additional lawsuits related to the previously contemplated merger. See Part I, Item 3 (Legal Proceedings) of this report for more information on the Silicon Motion arbitration and ~~financial~~the ~~condition~~class action lawsuit. We ~~expect~~intend ~~that~~to wevigorously ~~may~~defend ~~not~~against bethese ~~able~~legal proceedings and any alleged breaches of the Merger Agreement, but due to ~~obtain~~the ~~financing~~uncertainties oninherent ~~favorable~~in ~~terms~~any iflegal atproceedings, ~~all~~we orcannot ~~raise~~predict ~~additional~~the ~~capital~~outcome ~~for~~of any ~~such~~legal ~~payments~~proceedings. ~~Even~~Legal ifproceedings are time-consuming, and may divert management’s attention from our business. Legal proceedings are also expensive and could result in substantial costs to us, including any damages we are ~~able~~required to ~~finance~~pay ~~such~~and ~~payments~~costs ~~through~~associated with the ~~incurrence~~indemnification of ~~additional~~directors ~~indebtedness,~~and ~~any~~officers. ~~material~~Please ~~increase~~refer into ~~our~~the ~~indebtedness~~Risk ~~would~~Factor ~~adversely~~entitled ~~affect~~“If ~~our~~we ~~operating~~are ~~results~~required ~~and~~to ~~cash-flows~~pay asany wedamages ~~satisfy~~in ~~our~~connection ~~underlying~~with ~~interest~~legal ~~and~~proceedings ~~principal~~related ~~payment~~to ~~obligations.~~the ~~Issuing~~termination ~~additional~~of ~~shares~~the Merger Agreement with Silicon Motion, including for any alleged breaches of ~~our~~the ~~common~~Merger ~~stock~~Agreement, or if ~~material,~~we ~~will~~agree ~~result~~to make any payments in ~~dilution~~any settlement of legal proceedings related to the termination of the Merger Agreement, the amount of such damages or payments could be significant and require us to draw down on all our existing ~~shares~~lines ~~outstanding.~~of ~~Any~~credit ~~loan~~and ~~agreement~~use isour ~~also~~cash ~~expected~~resources, which may not be sufficient to ~~contain~~satisfy ~~financial~~any damages or payments and ~~operational~~could ~~covenants~~have ~~that~~a ~~would~~material ~~adversely~~adverse ~~affect~~effect on our ~~operational~~business, ~~freedom~~operating orresults, ~~ability~~and tofinancial ~~pursue~~condition. ~~strategic~~We ~~transactions~~expect that we ~~would~~may ~~otherwise~~not ~~consider~~be able to beobtain infinancing ~~the~~on ~~best~~favorable ~~interests~~terms ofif ~~stockholders,~~at ~~including~~all ~~obtaining~~or raise additional ~~indebtedness~~capital tofor ~~finance~~any such ~~transactions~~payments.”

IfWe wehave ~~are~~already ~~required~~incurred, toand ~~pay~~expect ~~any~~to ~~damages~~continue ~~in connection with legal proceedings related~~ to ~~the termination of the Merger Agreement~~incur, ~~including~~substantial ~~for~~costs ~~any~~in ~~alleged~~connection ~~breaches~~with of the ~~Merger~~terminated ~~Agreement~~merger, ~~or if we agree to make any payments in any settlement of legal proceedings related to~~ the termination of the Merger Agreement, ~~the amount of such damages or payments could be significant~~ and ~~require~~the usrelated tolegal ~~draw~~proceedings. ~~down~~Aside onfrom ~~all our existing lines of credit and use our cash resources, which may not be sufficient to satisfy~~ any damages or ~~payments~~settlement ~~and~~amounts ~~could have a material adverse effect on our business, operating results, and financial condition. We expect that~~ we may ~~not~~ be ~~able~~required to ~~obtain financing on favorable terms if at all or raise additional capital for any such payments. However~~pay, ifthese wecosts ~~finance~~are ~~all~~primarily orassociated awith ~~portion of~~ the ~~payment~~fees of ~~damages~~our orfinancial ~~settlement~~advisors, ~~amounts~~accountants, ~~through the incurrence of additional indebtedness~~lenders, ~~any material payment~~ and ~~increase~~legal incounsel. ~~our~~Since ~~indebtedness would adversely affect our ability to use cash generated from operations as we repay interest and principal under~~ the ~~term~~merger ~~loans~~has ~~and~~been ~~revolving credit facility~~terminated, aswe ~~applicable.~~will ~~Issuing~~have ~~additional~~received ~~shares~~little ofor ~~common~~no ~~stock,~~benefit ~~if material, would result~~ in ~~dilution~~respect of ~~existing~~such ~~shares~~costs ~~outstanding~~incurred. InWe ~~addition,~~may ~~our~~also ~~current~~experience ~~credit~~negative ~~agreement,~~reactions ~~and~~from ~~any~~the ~~new~~financial ~~loan~~markets ~~agreements, contain~~ and ~~would likely contain financial and operational covenants that may adversely affect~~ our ~~ability~~suppliers, tocustomers, ~~engage~~customer ~~in certain activities~~prospects, ~~including certain financing~~ and ~~acquisition~~employees ~~transactions,~~with ~~any~~regard ~~future~~to ~~stock~~legal ~~repurchases,~~proceedings ~~guarantees,~~related ~~and~~to ~~similar transactions, without obtaining~~ the ~~consent~~termination of the ~~lenders,~~Merger ~~which may or may not be forthcoming~~Agreement. ~~Such~~Any ~~financial~~of ~~and~~these ~~operational~~factors ~~covenants~~could ~~include~~have ~~compliance with~~ a ~~secured~~material ~~net~~adverse ~~leverage~~effect ~~ratio~~on ~~test.~~our ~~Accordingly~~business, ~~outstanding~~operating ~~indebtedness~~results, ~~could~~and ~~adversely~~financial ~~affect~~condition ~~our operational freedom~~ or ~~ability~~on ~~to pursue strategic transactions that we would otherwise consider to be in~~ the ~~best~~trading ~~interests~~price of ~~stockholders~~our common stock.

~~Specifically,~~If if we are required to pay any damages in connection with legal proceedings related to the termination of the Merger Agreement with Silicon Motion, including for any alleged breaches of the Merger Agreement, or if we agree to make any payments in any settlement of legal proceedings related to the termination of the Merger Agreement, ~~and~~the weamount ~~finance~~of ~~all~~such damages or apayments ~~portion~~could ofbe ~~the~~significant ~~payment~~and ofrequire ~~damages~~us ~~through~~to ~~the~~draw ~~incurrence~~down on all our existing lines of ~~additional~~credit ~~indebtedness~~and use our cash resources, which may not be sufficient to satisfy any ~~materially~~damages ~~increased~~or ~~indebtedness~~payments and could have ~~important~~a ~~consequences~~material toadverse ~~investors~~effect inon our ~~common~~business, ~~stock~~operating results, ~~including~~and ~~the~~financial ~~following:~~condition. We expect that we may not be able to obtain financing on favorable terms if at all or raise additional capital for any such payments.

If we are required to pay any damages in connection with legal proceedings related to the termination of the Merger Agreement, including for any alleged breaches of the Merger Agreement, or if we agree to make any payments in any settlement of legal proceedings related to the termination of the Merger Agreement, the amount of such damages or payments could be significant and require us to draw down on all our existing lines of credit and use our cash resources, which may not be sufficient to satisfy any damages or payments and could have a material adverse effect on our business, operating results, and financial condition. We expect that we may not be able to obtain financing on favorable terms if at all or raise additional capital for any such payments. However, if we finance all or a portion of the payment of damages or settlement amounts through the incurrence of additional indebtedness, any material payment and increase in our indebtedness would adversely affect our ability to use cash generated from operations as we repay interest and principal under the term loans and revolving credit facility, as applicable. Issuing additional shares of common stock, if material, would result in dilution of existing shares outstanding. In addition, our current credit agreement, and any new loan agreements, contain and would likely contain financial and operational covenants that may adversely affect our ability to engage in certain activities, including certain financing and acquisition transactions, any future stock repurchases, guarantees, and similar transactions, without obtaining the consent of the

Table of Contents

lenders, which may or may not be forthcoming. Such financial and operational covenants include compliance with a secured net leverage ratio test. Accordingly, outstanding indebtedness could adversely affect our operational freedom or ability to pursue strategic transactions that we would otherwise consider to be in the best interests of stockholders.

Specifically, if we are required to pay damages in connection with legal proceedings related to the termination of the Merger Agreement, including for alleged breaches of the Merger Agreement, or if we agree to make any payments in any settlement of legal proceedings related to the termination of the Merger Agreement, and we finance all or a portion of the payment of damages through the incurrence of additional indebtedness, any materially increased indebtedness could have important consequences to investors in our common stock, including the following:

•our ability to obtain any necessary financing in the future for working capital, capital expenditures, debt service requirements, or other purposes may be limited or financing may be unavailable;

•high interest rates may make it more difficult for us, our customers, and our distributors to obtain financing and service our respective interest and debt obligations, which in turn has an impact on customer demand for our products as well as the business of our distributors;

•we could be subject to substantial variable interest rate risk because our interest rate under term loans typically varies based on a fixed margin over an indexed rate (such as for the Initial Term Loan under the June 23, 2021 Credit Agreement) or an adjusted base rate. If interest rates were to continue to increase substantially, and we incur additional indebtedness, it would adversely affect our operating results and could affect our ability to service the indebtedness;

•a portion of our cash flows is dedicated to the payment of interest and when applicable, principal, on our indebtedness and other obligations and will not be available for use in our business;

•our level of indebtedness, combined with high interest rates, could limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate, including limiting our future investments or ability to enter into acquisitions and strategic partnerships, and obtain financing for such transactions; and

•our high degree of indebtedness may make us more vulnerable to changes in general economic conditions and/or a downturn in our business, thereby making it more difficult for us to satisfy our obligations.

If we fail to make required debt payments, or if we fail to comply with other covenants in our debt service agreements, we would be in default under the terms of these agreements. Subject to customary cure rights, any default would permit the holders of the indebtedness to accelerate repayment of this debt and could cause defaults under other indebtedness that we have, any of which could have a material adverse effect on the trading price of our common stock.

Risks Related to Our Business

We face intense competition and expect competition to increase in the future, which could have a material adverse effect on our revenue, revenue growth rate, if any, and market share.

The global semiconductor market in general, and the broadband, wired and wireless infrastructure, and broader industrial and communications analog and mixed-signal markets in particular, are highly competitive. We compete in different target markets to various degrees on the basis of a number of principal competitive factors, including our products’ performance, features and functionality, energy efficiency, size, ease of system design, customer support, product roadmap, reputation, reliability and price. We expect competition to increase and intensify as a result of industry consolidation and the resulting creation of larger semiconductor companies. Large semiconductor companies resulting from industry consolidation could enjoy substantial market power, which they could exert through, among other things, aggressive pricing that could adversely affect our customer relationships, revenues, margins and profitability. In addition, we expect the internal resources of large, integrated OEMs may continue to enter our markets. Increased competition has resulted in price pressure, decreased demand, reduced revenue and profitability, and loss of market share, any of which could in the future materially and adversely affect our business, revenue, revenue growth rates, if any, and operating results.

As our products are integrated into a variety of communications and industrial platforms, our competitors range from large, international merchant semiconductor companies offering a wide range of semiconductor products to smaller companies specializing in narrow markets, to internal or vertically integrated engineering groups within certain of our customers. Our primary merchant semiconductor competitors include Broadcom Inc., Qualcomm Incorporated, Realtek Semiconductor Corp., Skyworks Solutions, Inc., Credo Semiconductor Inc., MediaTek, Inc., Marvell Technology Group Ltd., MACOM Technology Solutions Holdings, Inc., Texas Instruments Incorporated, Analog Devices, Inc., Renesas Electronics Corporation, Microchip Technology Inc. and Semtech Corporation. It is quite likely that competition in the markets in which we participate will increase in the future as existing competitors improve or expand their product offerings. In addition, other companies are in the process of developing competing products for our current and target markets. Because our products often are building block semiconductors which provide functions that in some cases can be integrated into more complex integrated circuits, we also face competition from manufacturers of integrated circuits, some of which may be existing customers or platform partners that develop their own integrated circuit products. If we cannot offer an attractive solution for applications where our competitors offer more fully integrated products, we may lose significant market share to our competitors. Some of our targeted customers for our high speed interconnect solutions are module makers who are vertically integrated, where we compete with internally

Table of Contents

Technology Inc. and Semtech Corporation. It is quite likely that competition in the markets in which we participate will increase in the future as existing competitors improve or expand their product offerings. In addition, other companies are in the process of developing competing products for our current and target markets. Because our products often are building block semiconductors which provide functions that in some cases can be integrated into more complex integrated circuits, we also face competition from manufacturers of integrated circuits, some of which may be existing customers or platform partners that develop their own integrated circuit products. If we cannot offer an attractive solution for applications where our competitors offer more fully integrated products, we may lose significant market share to our competitors. Some of our targeted customers for our optical interconnect solutions are module makers who are vertically integrated, where we compete with internally supplied components, and we compete with much larger analog and mixed-signal catalog competitors in the multi-market high-performance analog markets.

Our ability to compete successfully depends on factors both within and outside of our control, including industry and general economic trends. During past periods of downturns in our industry, competition in the markets in which we operate intensified as manufacturers of semiconductors reduced prices in order to combat production overcapacity and high inventory levels. Many of our competitors have substantially greater financial and other resources with which to withstand similar adverse economic or market conditions in the future. Moreover, the competitive landscape is changing as a result of intense consolidation within our industry as some of our competitors have merged with or been acquired by other competitors, and other competitors have begun to collaborate with each other, which could result in significant changes to the competitive landscape. In addition, changes in government trade policies, including the imposition of tariffs and export restrictions, as well as actions by government agencies, could limit our ability to sell our products to certain customers and adversely affect our ability to compete successfully. These developments may materially and adversely affect our current and future target markets and our ability to compete successfully in those markets. See the risk factors “We ~~also~~ are subject to risks associated with international geopolitical and military conflicts” and “We will lose sales if we are unable to obtain or retain government authorization to export certain of our products or technology related to the development or production of our products or if such authorizations are revoked, and we will be subject to legal and regulatory consequences if we do not comply with applicable export control laws and regulations” below.

~~Global~~Changes ~~economic~~in ~~conditions~~trade policies among the United States and other countries, ~~including~~in ~~factors~~particular ~~such~~the asimposition ~~high~~of ~~inflation~~new or ahigher ~~potential recession~~tariffs, could ~~continue~~place topressure ~~adversely~~on ~~affect~~our average selling prices as our ~~business,~~customers ~~financial~~seek ~~condition,~~to ~~and~~offset ~~results~~the impact of ~~operations~~increased tariffs on their own products. Increased tariffs or the imposition of other barriers to international trade has previously and could in the future decrease demand and have a material adverse effect on our revenues and operating results.

~~Inflation~~The ~~and~~United ~~uncertainty~~States ~~in customer demand and the worldwide economy~~ has ~~continued,~~recently ~~and~~imposed weor ~~have~~proposed ~~experienced~~new ~~and~~or ~~could~~higher ~~continue~~tariffs toon ~~experience~~a ~~volatility~~large innumber ~~our~~of ~~sales~~products ~~and~~exported ~~revenues~~by ~~in the future~~U.S. ~~Inventory~~trading ~~oversupply could potentially lead to more inventory write-downs~~partners, including ~~charges for any excess or obsolete inventory which could negatively impact our gross margins. Our products are incorporated in numerous consumer devices~~China, ~~and demand for such products is ultimately driven by consumer demand for products such as televisions~~Europe, ~~personal computers~~Canada, ~~automobiles~~Mexico, and ~~cable~~many ~~modems~~others. ~~Many~~In ofresponse, ~~these~~many ~~purchases~~of ~~are~~those ~~discretionary.~~trading ~~Global economic volatility and economic volatility in the specific markets in which the devices that incorporate our products are ultimately sold~~partners, including ~~the impacts of inflation and a potential recession~~China, ~~can cause extreme difficulties for our customers and third-party vendors in accurately forecasting and planning future business activities. If banks and financial institutions with whom we~~ have ~~banking~~imposed ~~relationships enter receivership~~ or ~~become~~proposed ~~insolvent~~new ~~in the future, we may be unable to access, and we may lose, some~~ or ~~all~~higher oftariffs ~~our~~on ~~existing~~American ~~cash, cash equivalents and investments to the extent those funds are not insured or otherwise protected by the FDIC~~products. ~~This~~We ~~unpredictability~~have ~~has~~experienced and ~~could~~are ~~continue~~continuing to ~~cause~~experience ~~our~~weakened ~~customers~~demand toin ~~delay or reduce their capital expenditures and spending on our products~~China, ~~which delays~~ and ~~lengthens~~continuing ~~sales~~changes ~~cycles~~in ~~and negatively affects the overall demand for our products~~U.S. ~~Worsening~~and ~~economic~~foreign ~~instability~~government ~~could~~trade ~~continue~~policies ~~to result in a cancellation of such orders or otherwise adversely affect spending for information technology~~ and ~~limit our ability to forecast future demand for our products, which could reduce expected revenues or result in~~ a ~~write-down~~heightened risk of ~~any~~further ~~excess~~increased ortariffs ~~obsolete~~that ~~inventory.~~impose ~~Furthermore,~~barriers ~~during inflationary economic times, our customers may face challenges in gaining timely access~~ to ~~sufficient~~international ~~credit,~~trade ~~which~~ could ~~impact~~further ~~their~~decrease ~~ability~~international ~~to make timely payments to us~~demand. ~~These~~Our ~~events,~~business ~~together with economic volatility that may face the broader economy~~ and, inoperating ~~particular,~~results ~~the~~are ~~semiconductor~~substantially ~~and~~dependent ~~communications~~on ~~industries,~~international ~~may~~trade. ~~adversely~~Many ~~affect,~~of our ~~business,~~manufacturers ~~particularly~~sell ~~to the extent that consumers decrease their discretionary spending for devices deploying our~~ products. ~~However,~~incorporating ~~the magnitude of such volatility on~~ our ~~business~~integrated ~~and~~circuits ~~its~~into ~~duration~~international ~~is uncertain and cannot be reasonably estimated at this time~~markets.

~~Other~~Although ~~areas~~our ofproducts ~~our~~are ~~business~~not ~~which~~currently ~~could~~subject beto ~~disrupted~~the latest tariffs proposed or ~~subject~~imposed by the United States and China, such tariffs proposed or imposed on our customers’ products may adversely affect our gross profit margins in the future due to ~~negative~~the ~~impacts~~potential for increased pressure on our selling prices by customers seeking to offset the impact of ~~negative~~tariffs ~~global~~on ~~economic~~their ~~conditions~~own ~~may~~products. ~~include~~In addition, ~~but~~tariffs could make our OEM and ODM customers’ products less attractive relative to products offered by their competitors, which may not be ~~limited~~subject to similar tariffs. Some OEM and ODMs in our industry have already implemented short-term price adjustments to offset such tariffs and transitioned their production and supply chain to locations outside of China. We believe that sustained increases in tariffs on imported goods, further increases in tariffs on imported goods, or the ~~following:~~failure to resolve current international trade disputes could further decrease demand and have a material adverse effect on our business and operating results.

~~•Reduced~~Furthermore, ~~ability~~compliance towith ~~accurately~~export ~~predict~~controls ~~our~~and ~~future~~implementation ~~revenue~~of additional tariffs may increase compliance costs and ~~budget~~further ~~future~~affect ~~expenses;~~our business and operating results.

•Inefficiencies, delays and additional costs in design win, product development, production and fulfillment;

•Accounts receivable collection issues should any of our limited and significant customers experience liquidity concerns;

•Material impacts to the value of our common stock, which may result in impairment of our goodwill;

•Material impairment of our assets, if recoverability thereof becomes a concern; and

Table of Contents

~~•Decreased~~Global ~~availability~~economic ofconditions, ~~capital~~including orfactors ~~access~~that ~~thereto~~adversely inaffect consumer spending for the ~~United~~products ~~States~~that ~~and~~incorporate ~~from~~our ~~other~~integrated ~~jurisdictions~~circuits, insuch ~~which~~as wehigh ~~operate~~inflation, could continue to adversely affect our revenues, margins, and results of operations.

Our products are incorporated in numerous consumer devices, and demand for such products is ultimately driven by consumer demand for products such as televisions, personal computers, automobiles, and cable modems. Many of these purchases are discretionary. Global economic volatility and economic volatility in the specific markets in which the devices that incorporate our products are ultimately sold, including the impacts of inflation, can cause extreme difficulties for our customers and third-party vendors in accurately forecasting and planning future business activities. This unpredictability could cause our customers to reduce spending on our products, which would delay and lengthen sales cycles. Furthermore, during inflationary economic times, our customers may face challenges in gaining timely access to sufficient credit, which could impact their ability to make timely payments to us. These events, together with economic volatility that may face the broader economy and, in particular, the semiconductor and communications industries, may adversely affect, our business, particularly to the extent that consumers decrease their discretionary spending for devices deploying our products.

We are subject to the cyclical nature of the semiconductor industry.

The semiconductor industry is highly cyclical and is characterized by constant and rapid technological change, rapid product obsolescence and price erosion, evolving technical standards, short product life cycles and wide fluctuations in product supply and demand. ~~The~~From ~~current~~time ~~macroeconomic~~to time, these and other factors, ~~affecting~~together ~~customer~~with ~~demand~~changes ~~has~~in ~~been~~general ~~aggravated~~economic byconditions, ~~certain~~cause ~~factors~~significant ~~such~~upturns asand ~~high~~downturns ~~interest~~in ~~rates~~the industry, and ~~excess~~in ~~channel~~our ~~inventory~~business in particular. From time to time, these and ~~has~~other ~~resulted~~factors, together with changes in general economic conditions, cause significant upturns and ~~any~~downturns ~~future~~in the industry, and in our business in particular. Future downturns may result in, diminished product demand, production overcapacity, high inventory levels and ~~accelerated~~ erosion of our average selling prices. Furthermore, any future upturn in the semiconductor industry could result in increased competition for access to third-party foundry and assembly capacity. We are dependent on the availability of this capacity to manufacture and assemble all of our products. None of our third-party foundry or assembly contractors has provided assurances that adequate capacity will be available to us in the future. A significant downturn or upturn could have a material adverse effect on our business and operating results.

A significant variance in our operating results or rates of growth, if any, could continue to lead to substantial volatility in our stock price. ~~Our~~We ~~revenue has declined, and we~~ may not sustain our current level of revenue, which has previously declined, and/or manage future growth effectively. ~~The impact of excess inventory in the channel has continued to influence our customers’ expected demand for certain of our products and negatively impact our revenue.~~

Our net revenue ~~decreased~~increased from $~~693~~360.35 million in the year ended December 31, ~~2023~~2024, to $~~360~~467.56 million in the year ended December 31, ~~2024~~2025, ~~and~~due ~~the~~to ~~decline~~increases in ~~net revenue could continue in future periods. Among other factors~~broadband, ~~the~~connectivity ~~decrease~~and isinfrastructure ~~as a result of macroeconomic conditions impacting customer demand; for example~~markets, ~~the broadband market~~ which ~~has~~had ~~experienced~~declined ~~slower~~in ~~than~~previous ~~expected~~periods ~~recovery.~~due ~~Prior~~ to ~~2023,~~decreased ~~our net revenues grew to $1~~demand.1 ~~billion for the year ended December 31, 2022.~~ We currently expect that revenue will fluctuate in the future, from period-to-period, consistent with the cyclical nature of our industry, and we could experience ~~further~~slower ~~decline~~overall growth in revenue in the future due to current macroeconomic conditions impacting customer demand for ~~various~~ products. ~~Further, the impact of excess inventory~~ in ~~the~~other ~~channel has continued to influence our customers’ expected demand for some of our products and negatively affected our revenue~~markets.

In addition, in July 2024, we initiated the 2024 Workforce Reduction, which we completed in 2024. Also, in the first half of 2024, we completed notifications to remaining affected employees regarding the 2023 Workforce Reductions. We may not realize, in full or in part, the anticipated benefits, savings and improvements from the reductions of our workforce if our revenue continues to decline. If we are unable to realize the expected operational efficiencies and cost savings from reductions of our workforce, our operating results and financial condition would be adversely affected.

You should not rely on our operating results for any prior quarterly or annual periods as an indication of our future operating performance. Please refer to the Risk Factor entitled “Our revenue and operating results are subject to substantial quarterly and annual fluctuations and have fluctuated in the past and may fluctuate significantly due to a number of factors that could adversely affect our business and our stock price” for a discussion of factors contributing to variances in our operating results or rates of growth, if any. If we are unable to resume adequate revenue growth and manage our operating expenses, our financial results could suffer and our stock price could decline.

To manage ~~any~~continued ~~future~~ growth successfully, we believe we must effectively, among other things:

•successfully develop new products and penetrate new applications and markets;

•recruit, hire, train, retain and manage additional qualified engineers for our research and development activities, especially in the positions of design engineering, product and test engineering and applications engineering;

•implement and improve our administrative, financial and operational systems, procedures and controls; and

•enhance our information technology support for enterprise resource planning and design engineering by adapting and expanding our systems and tool capabilities, and properly training new hires as to their use.

If we are unable to ~~resume~~continue ~~and manage~~ our growth effectively, we may not be able to take advantage of market opportunities or develop new products and we may fail to satisfy customer requirements, maintain product quality, execute our business plan, or respond to competitive pressures.

Table of Contents

Our business, financial condition and results of operations could continue to be adversely affected by escalating trade wars, military conflicts, and other geopolitical and economic tensions among or with countries in which we conduct business, including between the United States and China, Israel (and its conflicts with Iran and Lebanon)~~, and among other countries~~. For example, as more entities are added to restricted export control lists, or as semiconductor technology exports to other countries are further controlled, our need to seek authorization from the U.S. government may impact our ability to do business.

We sell our products throughout the world. Products shipped to Asia accounted for 7582% of our net revenue in the year ended December 31, ~~2024~~2025. In addition, as of December 31, ~~2024~~2025, approximately 7675% of our employees are located outside of the United States. The majority of our products are manufactured, assembled and tested in Asia, and our major distributors are located in Asia. Multiple factors relating to our international operations and to particular countries in which we operate could have a material adverse effect on our business, financial condition and results of operations. These factors include:

•changes in political, regulatory, legal or economic conditions;

•geopolitical conflicts and tensions, especially between the United States and China, that could destabilize trading relationships and economic activity;

•restrictive governmental actions, such as restrictions on the transfer or repatriation of funds and foreign investments and trade protection measures, including export controls, sanctions, and trade restrictions, ~~duties~~or ~~and~~the imposition of quotas and increased customs duties and tariffs;

•disruptions of capital and trading markets;

•changes in ~~import~~political, ~~and/or export control restrictions and regulations by governments~~regulatory, ~~such~~legal ~~as changes to licensing requirements~~ or ~~other~~economic ~~anti-diversion enforcement measures, as a result of ongoing armed conflict and geopolitical tensions among the United States, China, Russia, Ukraine, Iran, Israel, Lebanon, and other countries~~conditions;

•changes in import and/or export control restrictions and regulations by governments, such as changes to licensing requirements or other anti-diversion enforcement measures, as a result of ongoing armed conflict and geopolitical tensions among the United States, China, Iran, Israel, Lebanon, Russia, Ukraine, Greenland, Denmark, and other countries;

•other unpredictable geopolitical turmoil, including terrorism, war or political or military coups, including the current conflict in Israel and Gaza and escalation of Israel’s conflicts with Iran and Lebanon;

•civil disturbances or political instability, especially in Iran;

•currency fluctuations relating to our international operating activities;

•transportation delays;

•civil disturbances or political instability;

•other unpredictable geopolitical turmoil, including terrorism, war or political or military coups, including the current conflict in Israel and continued escalation of Israel's conflicts with Iran and Lebanon;

•differing employment practices and labor standards;

•limitations on our ability under local laws to protect our intellectual property;

•local business and cultural factors that differ from our customary standards and practices;

•nationalization and expropriation;

•changes in tax laws;

•public health emergencies~~, such as another outbreak of COVID-19 or other communicable disease~~; and

•currency fluctuations relating to our international operating activities; and

•difficulty in obtaining distribution and support.

In addition to a significant portion of our wafer supply coming from Taiwan, Singapore, China and South Korea, substantially all of our products undergo packaging and final testing in Taiwan, Singapore, China, South Korea, ~~Malaysia,~~ and ~~Thailand~~Malaysia. Any conflict or uncertainty in these countries, including due to geopolitical conditions, natural disasters, public health or safety concerns, could have a material adverse effect on our business, financial condition and results of operations. In addition, if the government of any country in which our products are manufactured or sold sets technical standards for products manufactured in or imported into their country that are not widely shared, it may lead some of our customers to suspend imports of their products into that country, require manufacturers in that country to manufacture products with different technical standards and disrupt cross-border manufacturing relationships which, in each case, could have a material adverse effect on our business, financial condition and results of operations.

We also are subject to risks associated with international geopolitical and military conflicts.

Table of Contents

~~Our~~We ~~business~~are ~~has~~subject ~~been impacted and may continue~~ to berisks ~~impacted~~associated bywith ~~geopolitical conditions such as~~ international ~~trade~~geopolitical ~~wars (including between the United States~~ and ~~China), the~~ military ~~conflict in Israel, including the escalation in its~~ conflicts ~~with Iran and Lebanon, the Russia-Ukraine conflict, and increased political tensions in Europe, the Middle East and Asia~~. Currently, significant uncertainty surrounds the future trade relationships among the United States, China, and Russia. The U.S. government continues to make significant changes in U.S. trade policies that could negatively affect our business, and there may be further changes in U.S. trade policy because of the new U.S. presidential administration. Additionally, policies made by other countries, such as China and Russia or their allies, could also negatively impact our business. In a number of cases, compliance with these policies has required us to take actions adverse to our business.

~~Beginning~~Our ~~in May 2019, we ceased normal~~ business ~~operations~~has ~~with~~been ~~entities~~impacted ~~affiliated~~by ~~with~~decreased ~~Huawei~~demand ~~Technologies~~in ~~Co.,~~regions ~~Ltd.,~~such ~~and~~as ~~certain~~China ~~other~~in ~~entities~~part ~~following~~due ~~an amendment~~ to ~~the~~geopolitical ~~EAR~~conditions, ~~which~~including ~~added~~an ~~these~~escalating ~~entities~~international totrade ~~the~~war ~~Entity~~between ~~List for acting contrary to~~ the ~~national~~United ~~security~~States orand ~~foreign~~other ~~policy~~countries of(particularly between the United States. Weand ~~obtained~~China), ~~export~~the ~~licenses~~military ~~for~~conflict ~~certain~~in ~~transactions with these entities. As noted above~~Israel, ~~such~~including ~~export~~its ~~licenses~~conflicts ~~can~~with beIran ~~revoked~~and orLebanon, ~~BIS~~the ~~could~~Russia-Ukraine ~~choose~~conflict, ~~not to renew such licenses~~ and weincreased ~~have~~political ~~been~~tensions ~~required~~in ~~by BIS to pause~~Europe, ~~delay~~the orMiddle ~~halt~~East ~~licensed~~and ~~activities~~Asia. ~~under~~Currently, ~~such~~significant ~~licenses~~uncertainty atsurrounds ~~certain~~the ~~times~~future ~~and~~trade ~~could~~relationships ~~continue~~among tothe doUnited soStates, ~~in the future~~China, ~~which~~and ~~negatively~~other ~~impacts~~countries. ~~our~~The ~~revenue~~U.S. ~~Also,~~government ascontinues ~~described~~to inmake ~~more~~significant ~~detail~~changes in ~~the~~U.S. ~~risk~~trade ~~factor,~~policies ~~“We~~that ~~will~~could ~~lose~~negatively ~~sales~~affect ifour webusiness, ~~are~~and ~~unable~~there tomay ~~obtain~~be orfurther ~~retain~~changes ~~government~~in ~~authorization~~U.S. totrade ~~export~~policy. ~~certain~~Additionally, ofretaliatory ~~our~~policies ~~products~~adopted orby ~~technology~~other ~~related~~countries, toincluding ~~the~~China, ~~development~~could oralso ~~production~~negatively ofimpact our ~~products~~business. orThe iftrade ~~such authorizations are revoked,~~ and wetariff ~~will~~policies beof ~~subject~~the toUnited ~~legal~~States, and ~~regulatory~~of ~~consequences~~other ifcountries wewith dorespect ~~not~~to ~~comply~~the ~~with~~United ~~applicable~~States, ~~export~~remains ~~control~~fluid. ~~laws~~In ~~and~~a ~~regulations”,~~number ~~Semiconductor~~of ~~Manufacturing~~cases, ~~International~~compliance ~~Corporation,~~with orthese ~~SMIC,~~policies ~~was~~has ~~added~~required us to ~~the~~take ~~BIS~~actions ~~Entity~~adverse ~~list~~to inour ~~December 2020~~business.

Beginning in May 2019, we ceased normal business operations with entities affiliated with Huawei Technologies Co., Ltd., and certain other entities following an amendment to the EAR which added these entities to the Entity List for acting contrary to the national security or foreign policy of the United States. We obtained export licenses for certain transactions with these entities. As noted above, such export licenses can be revoked or BIS could choose not to renew such licenses which would halt the currently approved licensed activities.

In September 2020, we further restricted business operations with additional entities affiliated with Huawei when the BIS again amended the EAR to add such entities to the Entity List.

Since October 2022, the United States government has taken steps to restrict the export of certain advanced semiconductor products and technology to the People’s Republic of China and/or certain companies located in China due to national security and human rights concerns. ~~In October 2022~~Specifically, ~~BIS~~the ~~announced~~U.S. ~~additional~~has ~~restrictions~~enacted oncontrols ~~products~~restricting ~~and/or technology destined for use in~~ the ~~People’s~~ability ~~Republic~~to ofsend ~~China,~~certain ~~including~~products ~~additional export controls~~ and~~/or~~ ~~requirements~~technology onrelated ~~(1)~~to ~~certain~~semiconductors, ~~advanced~~semiconductor ~~computing integrated circuits~~manufacturing, ~~computer~~and ~~commodities~~supercomputing ~~that~~to ~~contain~~China ~~such~~without ~~integrated~~an ~~circuits~~export ~~and~~license. ~~certain~~In ~~semiconductor~~2023 ~~manufacturing items; (2) products~~ and~~/or~~ ~~technologies~~2024, ~~that~~the ~~may~~U.S. begovernment ~~destined~~expanded ~~for~~the ~~facilities~~list ~~capable~~ of ~~producing certain~~ advanced ~~node~~ integrated circuits;, ~~and~~or ~~(3)~~ICs, ~~transactions~~subject ~~involving~~to ~~items~~heightened ~~for~~export ~~supercomputer~~controls, ~~and~~including ~~semiconductor~~certain ~~manufacturing~~hardware ~~end~~containing ~~uses.~~these Inspecified ~~October 2023~~ICs, ~~BIS~~expanded ~~announced additional restrictions on~~ the ~~export~~list of ~~certain~~countries ~~advanced~~that ~~semiconductors~~require ~~and~~export ~~semiconductor~~authorization ~~manufacturing~~for ~~technology~~such ~~to China~~items, ~~primarily~~and ~~focused~~added onnew ~~integrated~~restrictions ~~circuits~~based ~~with~~on ~~military,~~the ~~data~~headquarters ~~center,~~location orof ~~artificial~~the ~~intelligence~~parties ~~applications~~involved. ~~Pursuant~~Proposed toRegulations ~~those~~further ~~October~~expanding ~~2023~~the ~~export~~controls ~~control~~to ~~amendments,~~impose ~~various~~a ~~categories~~worldwide oflicensing ~~integrated~~requirement ~~circuits~~on ~~are~~certain ~~now~~ICs ~~subject~~and tocomputing ~~export~~resources ~~licensing~~that ~~and~~are ~~export~~used ~~control restrictions~~ for ~~export~~training orof ~~reexport~~artificial tointelligence, ~~China~~or ~~and~~AI, ~~certain~~models ~~other~~was ~~countries.~~issued Wewith ~~have~~a ~~confirmed~~scheduled ~~that~~compliance ~~some~~date of ~~our~~May ~~products~~15, ~~are subject to these new controls~~2025. ~~BIS~~These ~~also~~Proposed ~~announced~~Regulations ~~restrictions~~were onrescinded, ~~exports~~but towe ~~(1)~~expect ~~companies~~that ~~headquartered~~a inrevised ~~China~~version orof ~~whose~~these ~~ultimate~~controls ~~parent~~will ~~company~~be isissued ~~headquartered~~ in ~~China~~the orfuture. ~~Macau,~~The ~~and~~U.S. ~~(2)~~government ~~end~~also ~~users~~continues into ~~certain~~expand ~~countries~~the scope of ~~concern,~~restrictions inon ~~order~~the todevelopment ~~prevent~~or ~~diversion~~production of ~~controlled~~advanced ~~products~~ICs orand ~~technology~~certain tosemiconductor ~~China.~~manufacturing ~~In 2024~~equipment, ~~BIS~~and ~~announced~~the ~~new~~restrictions ~~control~~on ~~criteria~~supercomputing, ~~for~~in ~~integrated~~China ~~circuits~~ and ~~will~~other becountries. ~~instituting~~We ~~additional~~have ~~restrictions~~confirmed onthat ~~provision~~some of ~~those~~our ~~controlled~~products ~~items~~are ~~starting~~subject into ~~April~~these ~~2025~~new controls. The United States government has also continued to add Chinese entities to the Entity List. We regularly monitor changes to applicable export control regulations to assess the impact to our business, if any. To date, none of our material customers located in China has been added to the Entity List or other restricted party list.

The BIS continues to add many new entities to the Entity List and Unverified List. As noted above ~~and in the risk factor, “Changes in trade policies among the United States and other countries, in particular the imposition of new or higher tariffs could place pressure on~~ our average selling prices as our customers seek to offset the impact of increased tariffs on their own products. Increased tariffs or the imposition of other barriers to international trade could decrease demand and have a material adverse effect on our revenues and operating results” below, our ability to manufacture, sell or distribute products or technology will be limited if BIS further amends the EAR to add restrictions against parties who are or may be our customers.

We are required to obtain special licenses to conduct business with entities on the Entity List and to conduct additional diligence and recordkeeping, including obtaining user statements from entities on the Unverified List. Failure to obtain any required license ~~would~~could ~~likely~~ result in fines or other penalties, a loss of business, and a corresponding negative impact on our financial position and results of operations.

We cannot predict what actions may ultimately be taken with respect to trade relations between the United States and China or other countries, which products may be subject to such actions or what actions may be taken by other countries in retaliation. In addition, there may be further changes in U.S. trade policy. In response to the United States imposing high tariffs and tightening export controls on China, China has instituted tariffs and restrictions of its own that affect U.S. companies and would likely impact us and related entities. We have experienced and are continuing to experience weakened demand in China, and such future developments related to U.S.-China relations may also have further impact on our supply chain. Additionally, the geopolitical developments in relations between Taiwan and China could affect the supply of our products from Taiwan, including from Taiwan Semiconductor Manufacturing Company, Limited, or TSMC. Such developments could include restriction on the export of products from Taiwan to China and/or restriction on the import of Taiwanese-origin products into China.

Table of Contents

~~retaliation.~~We Inbelieve ~~addition,~~we ~~there~~have ~~may~~experienced beimpacts ~~further~~of ~~changes~~the in U.S. ~~trade~~and ~~policy~~European ~~given~~economic ~~the~~sanctions ~~new~~against ~~U.S.~~Russia ~~presidential~~and ~~administration. In response to~~ the ~~United~~military ~~States~~conflict ~~tightening~~in ~~export controls on China~~Ukraine, ~~China~~including ~~has~~volatility ~~instituted~~in ~~restrictions~~the prices of ~~its~~metals ~~own~~used ~~that~~by ~~affect~~our ~~U.S.~~outsourced ~~companies~~semiconductor assembly and ~~may~~test, ~~impact~~or usOSAT, ~~and~~supply ~~related~~chain, ~~entities.~~in Weparticular ~~have~~around ~~experienced~~the ~~and~~supply ~~are~~of ~~continuing~~palladium, tofor ~~experience~~which ~~weakening~~Russia ~~demand~~is inthe ~~China,~~top ~~and~~producer ~~such~~in ~~future~~the ~~developments~~world, ~~related~~as towell ~~U.S.-China~~as ~~relations~~increased ~~may~~fuel ~~also~~costs, ~~have~~which ~~further~~has global impact on ~~our~~transportation ~~supply chain. Additionally~~costs, including the ~~geopolitical~~shipping ~~developments~~and indelivery ~~relations~~of ~~between~~our ~~Taiwan~~products. ~~and~~However, ~~China could affect~~ the ~~supply~~magnitude of ~~our~~such ~~products~~price ~~from~~volatility ~~Taiwan,~~on ~~including~~our ~~from~~business ~~Taiwan~~and ~~Semiconductor~~its ~~Manufacturing~~duration ~~Company,~~is ~~Limited,~~uncertain orand ~~TSMC.~~cannot ~~Such~~be ~~developments~~reasonably ~~could~~estimated ~~include~~at ~~restriction~~this ontime. ~~the~~We ~~export~~currently ofdo ~~products~~not ~~from~~sell ~~Taiwan~~product toin ~~China~~Russia, ~~and/~~or ~~restriction~~sell onproduct ~~the~~to ~~import~~distributors offor ~~Taiwanese-origin~~resale ~~products~~in ~~into China~~Russia.

WeThe ~~believe~~military ~~direct~~conflict ~~impacts~~in ofIsrael ~~the~~and ~~U.S.~~Gaza, and ~~European~~Israel’s ~~economic~~conflicts ~~sanctions~~with ~~against~~Iran ~~Russia~~ and ~~the~~Lebanon, ~~military~~resulted ~~conflict~~ in ~~Ukraine~~our ~~are~~employees ~~currently~~located ~~limited~~in Israel having to ~~volatility~~perform inmilitary ~~the~~service ~~prices~~and/or ofbeing ~~metals~~negatively ~~used~~impacted by ~~our~~violence ~~outsourced~~or ~~semiconductor~~political ~~assembly and test~~instability, orwhich ~~OSAT,~~could ~~supply~~interrupt ~~chain,~~business inand ~~particular~~increase ~~around~~costs ~~the~~associated ~~supply~~with ofrelocating ~~palladium~~employees, ~~for~~engaging ~~which~~with ~~Russia~~alternative isthird-party ~~the~~contractors ~~top~~or ~~producer~~hiring inadditional ~~the~~employees ~~world,~~outside asof ~~well~~Israel. asThe ~~increased~~United ~~fuel~~States ~~costs,~~has ~~which~~also ~~has~~imposed ~~global~~additional ~~impact~~sanctions on ~~transportation~~Iran ~~costs,~~in ~~including~~response ~~the~~to ~~shipping~~attacks ~~and~~on ~~delivery~~Israel ofby ~~our~~Iran ~~products.~~and ~~However,~~has ~~the~~threatened ~~magnitude~~Iran ofwith ~~such~~military ~~price~~action ~~volatility~~in onresponse ~~our~~to ~~business~~Iran’s ~~and~~violent ~~its~~crackdown ~~duration~~on isnationwide ~~uncertain~~protests. ~~and~~If ~~cannot~~the beconflict ~~reasonably~~and ~~estimated~~tensions atcontinue ~~this~~to ~~time.~~escalate, Wewe ~~currently~~cannot doprovide ~~not~~assurances ~~sell~~that ~~product~~our inbusiness ~~Russia,~~will ornot ~~sell~~be ~~product~~impacted ~~to distributors for resale~~ in ~~Russia~~the future.

The ongoing military conflict in Israel and Gaza, and the recent escalation in Israel’s conflicts with Iran and Lebanon, have resulted in our employees located in Israel having to perform military service and/or being negatively impacted by violence or political instability, which could interrupt business and increase costs associated with relocating employees, engaging with alternative third-party contractors or hiring additional employees outside of Israel. The United States has also imposed additional sanctions on Iran in response to attacks on Israel by Iran. As the conflict and its escalation continues, we cannot provide assurances that our business will not be impacted in the future.

We cannot provide assurances that we will not face disruptions of distribution arrangements in the future, including through the imposition of governmental prohibitions on selling our products to particular customers, further sanctions on Russia or other countries, and/or increases in costs of certain raw materials and transportation that will also adversely affect our revenues and operating results. Loss of a key distributor or customer under similar circumstances could have a material adverse effect on our business, revenues and operating results.

Changes in trade policies among the United States and other countries, in particular the imposition of new or higher tariffs, could place pressure on our average selling prices as our customers seek to offset the impact of increased tariffs on their own products. Increased tariffs or the imposition of other barriers to international trade could decrease demand and have a material adverse effect on our revenues and operating results.

The United States has imposed or proposed new or higher tariffs on certain products exported by a number of U.S. trading partners, including China, Europe, Canada, and Mexico. In response, many of those trading partners, including China, have imposed or proposed new or higher tariffs on American products. We have experienced and are continuing to experience weakening demand in China, and continuing changes in government trade policies create a heightened risk of further increased tariffs that impose barriers to international trade and could further decrease international demand. Our business and operating results are substantially dependent on international trade. Many of our manufacturers sell products incorporating our integrated circuits into international markets.

Tariffs on our customers’ products may adversely affect our gross profit margins in the future due to the potential for increased pressure on our selling prices by customers seeking to offset the impact of tariffs on their own products. In addition, tariffs could make our OEM and ODM customers’ products less attractive relative to products offered by their competitors, which may not be subject to similar tariffs. Some OEM and ODMs in our industry have already implemented short-term price adjustments to offset such tariffs and transitioned their production and supply chain to locations outside of China. We believe that increases in tariffs on imported goods or the failure to resolve current international trade disputes could further decrease demand and have a material adverse effect on our business and operating results.

Furthermore, compliance with export controls and implementation of additional tariffs may increase compliance costs and further affect our business and operating results.

Table of Contents

We will lose sales if we are unable to obtain or retain government authorization to export certain of our products or technology related to the development or production of our products or if such authorizations are revoked, and we will be subject to legal and regulatory consequences if we do not comply with applicable export control laws and regulations.

Certain of our products and technologies are subject to export and/or import controls imposed by countries in which we do business, including the United States Export Administration Regulations, or EAR, administered by BIS. Certain of our products and technologies are subject to the EAR, which may require a license authorization from BIS prior to the shipment or sharing of certain products and technologies with certain end users or destinations. Such approval may be delayed, denied, or even revoked after initially being granted by BIS, depending on one or more factors including the type of product or technology at issue, the intended end use, the identity of the end user, the identity of other companies involved in the production process, and whether a license exception might apply, among others. We are subject to similar export controls regulations in other jurisdictions where we operate, including the European Union, Singapore, and Taiwan, among others.

Export control laws, regulations, and orders are complex, change frequently and with limited or no notice, have generally become more stringent over time and have intensified as U.S.-China geopolitical tensions worsen. Since October 2022, the United States has ~~announced~~continued to announce export control restrictions on aan increasing number of entities based in China due to national security and human rights concerns and additional more severe restrictions may be possible. The addition of new entities to restricted party lists can further increase the scope of export restrictions applicable to our business. The United States has also announced measures intended to further restrict the export of certain advanced semiconductor products and technology, as well as products that incorporate those advanced semiconductor products, to ~~the People’s Republic of~~ China, ~~or China,~~ and/or certain companies located in China due to national security and human rights concerns, including the imposition of new license requirements for certain semiconductor technologies. Additional restrictions related to advanced semiconductor products and computing resources were released in January 2025 ~~and~~with goa ~~into~~compliance ~~effect~~date ~~later~~beginning ~~this~~in ~~year~~May 2025, which were rescinded by BIS; however, a revised version of these restrictions is expected to be announced. Failure to obtain required export licenses for our products or the placement of one or more of our customers on any restricted parties lists could significantly reduce our revenue and harm our business.

Obtaining export licenses can be difficult, costly and time-consuming and we may not always be successful in obtaining necessary export licenses due to reasons beyond our control. Our inability to obtain required import or export approval for our products may adversely affect our business, and other limitations imposed on our ability to export or sell our products may also harm our international and domestic revenue. In addition, it is possible that BIS can revoke licenses that have been granted or decline to re-issue such licenses upon their expiration or in the event modifications are required to a previously-issued license. Although our policies, procedures, and controls are designed to detect and prevent potential violations and maintain ongoing compliance with applicable export controls laws, we cannot assure you that we have been or will be at all times in complete compliance with such laws and regulations. For example, our products could be diverted to bad actors by third parties. In addition, if our customers or business partners fail to comply with applicable regulations and laws or to timely notify us of material changes to the licenses, we may be subject to liability and may be required to suspend sales or take other action which could damage our reputation and negatively impact our results of operations. If we violate or fail to comply with any of these requirements, a range of consequences could result, including fines, import/export restrictions, sales limitations, criminal and civil liabilities or other sanctions. The absence of comparable restrictions imposed on competitors based in other countries may adversely affect our competitive position.

To the extent that we do business with parties on the Entity List under approved export licenses, our business could be affected if the government delays, denies, or otherwise does not grant, amend, or renew required licenses. We currently have licenses from BIS that permit certain of our transactions with two restricted parties, but those licenses may be revoked at any time or denied for renewal when the license expires. One of our third-party foundry partners, Semiconductor Manufacturing International Corporation, or SMIC, was added to the BIS Entity list in December 2020. As a result of that Entity List listing, we have been required to obtain export licenses from BIS for the export or reexport to SMIC of any technology for the development or production (fabrication) of our products. Although we have obtained export licenses in order to have SMIC manufacture certain products for us, those export licenses could be revoked at any time. Revocation of any of those export licenses could significantly disrupt our ability to obtain the products in question and fulfill customer requirements. Moreover, the issuance of export licenses for other technology transfers to SMIC is a matter of discretion with the U.S. government, and it is uncertain whether we will be able to obtain export licenses, in a timely manner, for the transfer of technology required by SMIC to produce semiconductor wafers for us. If we are unable to obtain those export licenses, it may be necessary to have the products fabricated by other semiconductor foundries, which may be more costly alternatives to SMIC, and which may have limited capacity to fabricate sufficient products to meet our requirements.26

Additionally, current and future business with parties subject to significant export restrictions, including those named on the Entity List may be limited in scope or suspended entirely in order to comply with the EAR or other applicable laws or

Table of Contents

~~regulations~~could ~~and,~~damage asour areputation ~~result,~~and negatively impact our ~~revenue~~results ~~could~~of beoperations. ~~adversely~~If ~~impacted~~we ~~until~~violate aor ~~license~~fail isto ~~granted~~comply orwith ~~renewed.~~any Itof isthese ~~possible~~requirements, ~~that~~a ~~the~~range ~~U.S.~~of ~~government~~consequences ~~may~~could ~~not~~result, ~~grant~~including ~~licenses~~fines, import/export restrictions, sales limitations, criminal and civil liabilities or ~~renew~~other ~~licenses~~sanctions. toThe ~~transact~~absence ~~business~~of ~~with~~comparable ~~entities~~restrictions imposed on ~~the~~competitors ~~Entity~~based ~~List~~in other countries may adversely affect our competitive position.

InTo ~~September 2022, we self-identified a potential violation of~~ the ~~EAR~~extent ~~related~~that towe ~~certain~~do ~~transactions~~business with ~~one~~parties ~~of our foundry partners in China~~ on the Entity List inunder ~~which~~approved ~~limited~~export ~~technology~~licenses, ~~was furnished to~~ our ~~Specific~~business ~~Foundry~~could ~~Partner~~be ~~without~~affected ~~authorization~~if ~~under~~ the ~~EAR.~~government ~~Upon~~delays, ~~discovery~~denies, weor ~~took~~otherwise ~~immediate~~does ~~action~~not togrant, ~~remediate~~amend, ~~including~~or byrenew ~~implementing~~required ~~additional measures to prevent recurrence~~licenses. ~~Our~~We ~~Audit~~currently ~~Committee~~have ~~engaged~~licenses ~~outside~~from ~~counsel to conduct a privileged investigation. On March 3, 2023, we submitted a comprehensive voluntary self-disclosure to~~ BIS ~~regarding~~that ~~the~~permit ~~potential~~certain ~~EAR~~of ~~violation~~our ~~described~~transactions ~~above~~with ~~and~~two ~~other~~restricted ~~potential export control violations. On June 8~~parties, ~~2023,~~but ~~BIS~~those ~~closed~~licenses ~~out~~may ~~its~~be ~~review~~revoked ofat ~~our~~any ~~voluntary~~time ~~self-disclosure without monetary~~ or ~~other~~denied ~~penalties~~for ~~and~~renewal ~~with~~when the ~~issuance~~license ~~of a “warning letter~~expires.”

WeAdditionally, ~~also~~current ~~are~~and future business with parties subject to ~~risks~~significant ~~associated~~export restrictions, including those named on the Entity List may be limited in scope or suspended entirely in order to comply with ~~international~~the ~~geopolitical~~EAR or other applicable laws or regulations and, ~~military~~as ~~conflicts~~a result, our revenue could be adversely impacted until a license is granted or renewed. It is possible that the U.S. government may not grant licenses or renew licenses to transact business with entities on the Entity List.

Our business has been impacted and may continue to be impacted by geopolitical conditions such as international trade wars (including between the United States and China), the military conflict in Israel and Gaza, the Russia-Ukraine conflict, and increased political tensions in Europe, the Middle East and Asia. Currently, significant uncertainty surrounds the future trade relationships among the United States, China, and Russia. The U.S. government continues to make significant changes in U.S. trade policies that could negatively affect our business. Additionally, policies made by other countries, such as China and Russia or their allies, could also negatively impact our business. In a number of cases, compliance with these policies has required us to take actions adverse to our business.

Beginning in May 2019, we ceased normal business operations with entities affiliated with Huawei Technologies Co., Ltd., and certain other entities following an amendment to the EAR which added these entities to the Entity List for acting contrary to the national security or foreign policy of the United States. We obtained export licenses for certain transactions with these entities. As noted above, export licenses can be revoked or BIS could choose not to renew such licenses, which would halt the currently-approved licensed activities.

In September 2020, we further restricted business operations with additional entities affiliated with Huawei when the BIS again amended the EAR to add such entities to the Entity List.

The BIS continues to add many new entities to the Entity List and Unverified List. As noted above, our ability to sell or distribute products or technology will be limited if BIS further amends the EAR to add restrictions against parties who are or may be our customers.

We are required to obtain special licenses to conduct business with entities on the Entity List and to conduct additional diligence and recordkeeping, including obtaining user statements from entities on the Unverified List. Failure to obtain any required license would likely result in a loss of business and a corresponding negative impact on our financial position and results of operations.

Table of Contents

We cannot predict what actions may ultimately be taken with respect to trade relations between the United States and China or other countries, which products may be subject to such actions or what actions may be taken by other countries in retaliation. In response to the United States tightening export controls on China, China has instituted restrictions of its own that affect U.S. companies and may impact us and related entities. We have experienced and are continuing to experience weakening demand in China, and such future developments related to U.S.-China relations may also have an impact on our supply chain. Additionally, the geopolitical developments in relations between Taiwan and China could affect the supply of our products from Taiwan, including from Taiwan Semiconductor Manufacturing Company, Limited, or TSMC.

We believe direct impacts of the economic sanctions against Russia and the military conflict in Ukraine are currently limited to volatility in the prices of metals used by our outsourced semiconductor assembly and test, or OSAT, supply chain, in particular around the supply of palladium, for which Russia is the top producer in the world, as well as increased fuel costs, which has global impact on transportation costs, including the shipping and delivery of our products. However, the magnitude of such price volatility on our business and its duration is uncertain and cannot be reasonably estimated at this time. We currently do not sell product in Russia, or sell product to distributors for resale in Russia.

The ongoing military conflict in Israel has resulted in our employees located in Israel having to perform military service and/or being negatively impacted by violence or political instability, which could interrupt business and increase costs associated with relocating employees, engaging with alternative third-party contractors or hiring additional employees outside of Israel. As the conflict continues, we cannot provide assurances that our business will not be impacted in the future.

We depend on a limited number of customers for a substantial portion of our revenue, and the loss of, or a significant reduction in orders from, one or more of our major customers has had and could continue to have a material adverse effect on our revenue and operating results.

Our customers ~~primarily~~ include electronics distributors, module makers, OEMs and ODMs, which incorporate our products in a wide range of electronic devices. Revenue ishas also been generated from sales of intellectual property and consideration under intellectual property agreements. The recipients of such intellectual property are also referred to as the Company’s customers. In the year ended December 31, ~~2024~~2025, ~~one~~two ~~customer~~customers accounted for 1228% of our net revenue, and our ten largest customers collectively accounted for 6065% of our net revenue~~, of which distributor customers accounted for 30% of our net revenue~~. In the year ended December 31, 2024, we experienced a decrease in customer demand, and consequently a reduction in orders, primarily due to macroeconomic factors, including slower than expected recovery in sales and excess inventory in the channel following the industry-wide supply shortage in 2021 and 2022. Such factors may continue to hamper significant recovery of our revenues and diminish our efforts to return to growth in our revenues. We expect that our operating results for the foreseeable future will continue to show a substantial percentage of sales dependent on a relatively small number of customers. In the future, these customers may decide, as they have at times before, not to purchase our products at all, may purchase fewer products than they did in the past, or may defer or cancel purchases or otherwise alter their purchasing patterns. While we are entitled to consideration under intellectual property sales agreements, which consideration has previously been and ~~could~~is currently expected in the future be material, we may not receive such consideration inon ~~the~~a ~~future~~recurring basis. Factors that could affect our revenue from these large customers include the following:

•macroeconomic and business factors influencing such customers’ demand for our products~~, including excess inventory in the channel~~;

•substantially all of our sales to date have been made on a purchase order basis, and we do not have long-term product purchase commitments with our customers;

•some of our customers have sought or are seeking relationships with current or potential competitors which may affect their purchasing decisions;

•service provider and OEM consolidation across cable, satellite, and fiber markets could result in significant changes to our customers’ technology development and deployment priorities and roadmaps, which could affect our ability to forecast demand accurately and could lead to increased volatility in our business;

Table of Contents

•technological changes in our markets could lead to substantial volatility in our revenues based on product transitions, and particularly in our broadband markets, we face risks based on changes in the way consumers are accessing and using broadband and cable services, which would affect operator demand for our products; and

•any decrease in revenue generated by the recipient of intellectual property under certain intellectual property sale agreements, including due to any inability to enforce our intellectual property rights as described in the section “Risks Relating to Intellectual Property” under the risk factor “We utilize a significant amount of intellectual property in our business. If we are unable to protect our intellectual property, our business could be adversely affected.”

In addition, delays in development could impair our relationships with our strategic customers and negatively impact sales of the products under development. Moreover, it is possible that our customers may develop their own products or adopt a competitor’s solution for products that they currently buy from us. When this occurs, our sales could decline and/or our market share could be reduced.

Table of Contents

Our relationship with customers has been and could continue to be impaired by our sale of patents. For example, our customers are and could be subject to patent infringement based on patents we divested to the extent that our customers also source components from our competitors, such as those referenced in Part I, Item 3 (Legal Proceedings) of this report.

Our relationships with some customers may deter other potential customers who compete with these customers from buying our products. To attract new customers or retain existing customers, we sometimes offer customers favorable prices on our products which results in a decline in our average selling prices and, if material, a decline in our gross margins. The loss of a key customer, a reduction in sales to any key customer or our inability to attract new significant customers could seriously impact our revenue and materially and adversely affect our results of operations.

A significant portion of our revenues are from sales of product to distributors, who then resell our product. Our agreements with certain of these distributors provide protection against price reduction on their inventories of our products. The loss of certain distributors could have a material adverse effect on our business and results of operations, and price reductions associated with their inventories of our products could have a material adverse effect on our operating results in the event of a dramatic decline in selling prices for these products.

In addition, the current situation relating to trade with China and governmental and regulatory concerns relating to specific Chinese companies continue to remain fluid and unpredictable. Products shipped to mainland China accounted for less than 10% of our net revenue during the ~~year~~years ended December 31, ~~2024~~2025 ~~compared~~and ~~to 11% during the year ended December 31, 2023~~2024. Our current and future operating results could be materially and adversely affected by limitations on our ability to sell to one or more Chinese customers, as described in the section “Risks Related to Our Business” under ~~the~~these risk factors “We are also subject to risks associated with international geopolitical and military conflict” and “We will lose sales if we are unable to obtain or retain government authorization to export certain of our products or technology related to the development or production of our products or if such authorization are revoked, and we will be subject to legal and regulatory consequences if we do not comply with applicable export control laws and regulations”, and by tariffs and other trade barriers that have or may be implemented by governmental authorities.:

•“Changes in trade policies among the United States and other countries, in particular the imposition of new or higher tariffs, could place pressure on our average selling prices as our customers seek to offset the impact of increased tariffs on their own products. Increased tariffs or the imposition of other barriers to international trade has previously and could in the future decrease demand and have a material adverse effect on our revenues and operating results.”

•“We are subject to risks associated with international geopolitical and military conflicts.” and

•“We will lose sales if we are unable to obtain or retain government authorization to export certain of our products or technology related to the development or production of our products or if such authorizations are revoked, and we will be subject to legal and regulatory consequences if we do not comply with applicable export control laws and regulations.”

Any legal proceedings or claims against us or potential violations of applicable regulations could be costly and time-consuming to defend and could harm our reputation regardless of the outcome.

In addition to the legal proceedings referenced in Part I, Item 3 - Legal Proceedings of this report, we are subject to legal proceedings, claims, and/or inquiries that arise in the ordinary course of business, including intellectual property, product liability, employment, class action, customer claims, whistleblower and other litigation claims, and governmental and other regulatory investigations and proceedings regarding potential violations of applicable law, and we may not be successful in resolving such proceedings or inquiries. ~~In addition, we have implemented reductions in force and the attendant layoffs has resulted and could result in the risk of claims being made by or on behalf of affected employees.~~ Such matters can be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability, or require us to change our business practices. In addition, the expense of litigation or responding to inquiries and the timing of such expenses from period to period are difficult to estimate, subject to change, and could adversely affect our financial condition and results of operations. Because of the potential risks, expenses, and uncertainties of litigation or government proceedings, we may, from time to time, resolve disputes, even where we have meritorious claims or defenses, by agreeing to settlement agreements. Any of the foregoing could adversely affect our business, financial condition, and results of operations.

30We have been and may in the future be subject to information technology failures, including security breaches, cyber-attacks, design defects or system failures, that could disrupt our operations, damage our reputation and adversely affect our business, operations, and financial results.

We rely on our information technology systems for the effective operation of our business and for the secure maintenance and storage of confidential data relating to our business and third-party businesses. Security threats are constantly evolving, making it increasingly difficult to successfully defend against or implement adequate preventive measures. We experience cyber-attacks of varying degrees on our technology infrastructure and systems and notwithstanding our defensive measures, experienced programmers, hackers, state actors, or others may be able to penetrate our security controls through attacks such as phishing, impersonating authorized users, ransomware, viruses, worms and other malicious software programs, software supply chain attacks, exploitation of design flaws, bugs and other security weaknesses and vulnerabilities, covert

Table of Contents

Weintroduction ~~may~~of inmalware ~~the~~to ~~future~~computers and networks, including those using techniques that change frequently or may be ~~subject~~disguised toor ~~information~~difficult ~~technology~~to ~~failures~~detect, ~~including~~or ~~security~~designed ~~breaches,~~to remain dormant until a triggering event or that may continue undetected for an extended period of time. Geopolitical tensions or conflicts may create heightened risk of cyber-attacks, ~~design~~and ~~defects~~attackers orhave ~~system~~used ~~failures,~~artificial ~~that~~intelligence ~~could~~and ~~disrupt~~machine ~~our~~learning ~~operations~~to launch more automated, ~~damage~~targeted ~~our~~and ~~reputation~~coordinated attacks against targets. Our information technology infrastructure also includes products and ~~adversely~~services ~~affect~~provided ~~our~~by ~~business~~third parties, ~~operations~~and these providers can experience breaches of their systems and products, or provide inadequate updates or support, which can impact the security of our systems and ~~financial~~our ~~results~~proprietary or confidential information.

WeA ~~rely~~cybersecurity onincident or other compromise of our information technology systems ~~for~~could ~~the~~result ~~effective~~in ~~operation~~unauthorized ofpublication ~~our~~or ~~business~~misuse ~~and~~of ~~for~~confidential ~~the~~business ~~secure~~or ~~maintenance~~proprietary ~~and~~information ~~storage~~belonging ofto ~~confidential~~us, ~~data~~a ~~relating~~customer, tosupplier, ~~our~~employee ~~business~~or ~~and~~other third- party, ~~businesses.~~including ~~Security~~personal ~~threats~~data, ~~are~~result ~~constantly~~in ~~evolving,~~violations ~~making~~of itprivacy ~~increasingly~~or ~~difficult~~other laws, expose us to ~~successfully~~a ~~defend~~risk ~~against~~of orlitigation, ~~implement~~cause ~~adequate~~us ~~preventive~~to ~~measures.~~incur Wedirect ~~experience~~losses ~~cyber-attacks~~if ofattackers ~~varying~~initiate ~~degrees~~wire ontransfers or access our ~~technology~~bank ~~infrastructure~~or ~~and~~investment ~~systems~~accounts, ~~and~~or ~~notwithstanding~~damage our ~~defensive~~reputation. ~~measures~~More generally, ~~experienced~~any ~~programmers~~theft, ~~hackers~~loss, ~~state actors~~misuse, or ~~others~~other ~~may~~unauthorized beprocessing ~~able~~of toany ~~penetrate~~confidential ~~our~~business ~~security~~or ~~controls~~proprietary ~~through~~information, ~~attacks~~including ~~such~~personal asdata, ~~phishing~~collected, ~~impersonating authorized users~~used, ~~ransomware~~stored, ~~viruses~~transferred, ~~worms~~or ~~and~~otherwise ~~other~~processed ~~malicious~~by ~~software~~us ~~programs,~~or ~~software~~on ~~supply~~our ~~chain~~behalf ~~attacks~~could result in significantly increased costs, ~~exploitation~~expenses, ofdamage ~~design~~to ~~flaws~~our reputation, ~~bugs~~and claims, litigation, demands, and regulatory investigations or other ~~security~~proceedings. ~~weaknesses~~The cost and ~~vulnerabilities,~~operational ~~covert~~consequences ~~introduction~~ of ~~malware~~implementing tofurther ~~computers~~data ~~and~~protection ~~networks,~~measures ~~including~~either ~~those~~as ~~using~~a ~~techniques~~response ~~that~~to ~~change~~specific ~~frequently~~breaches or ~~may~~incidents beor ~~disguised~~as ora ~~difficult~~result toof ~~detect~~evolving risks could be significant. In addition, orour ~~designed~~inability to ~~remain~~use ~~dormant~~or ~~until~~access aour ~~triggering~~information ~~event~~systems orat ~~that~~critical ~~may~~points ~~continue~~in ~~undetected~~time, or for an extended or indefinite period of time., ~~Geopolitical~~whether ~~tensions~~as ora ~~conflicts~~result ~~may~~of ~~create~~an ~~heightened~~intentional ~~risk~~cyberattack, ofemployee ~~cyber-attacks~~error ~~and~~or ~~attackers~~misconduct, ~~have~~or ~~used~~technological ~~artificial~~error, ~~intelligence~~or ~~and~~any ~~machine~~other ~~learning~~cybersecurity toincident, ~~launch~~could ~~more~~adversely ~~automated,~~affect ~~targeted~~the timely and ~~coordinated~~efficient ~~attacks~~operation ~~against~~of ~~targets~~our business. ~~Our~~Any ~~information~~delayed ~~technology~~sales, ~~infrastructure~~significant ~~also~~costs ~~includes~~or ~~products~~lost ~~and~~customers ~~services~~resulting ~~provided~~from bythese ~~third~~technology ~~parties,~~failures ~~and~~could ~~these~~adversely ~~providers~~affect ~~can~~our ~~experience~~business, ~~breaches~~operations ofand ~~their~~financial ~~systems~~results. ~~and~~We ~~products,~~also ormay ~~provide~~face ~~inadequate~~difficulties ~~updates~~ or ~~support,~~delays ~~which~~in ~~can~~identifying ~~impact~~and ~~the~~remediating ~~security~~and ofotherwise ~~our~~responding ~~systems~~to ~~and~~any ~~our~~security ~~proprietary~~breach or ~~confidential information~~incident.

A cybersecurity incident or other compromise of our information technology systems could result in unauthorized publication or misuse of confidential business or proprietary information belonging to us, a customer, supplier, employee or other third party, including personal data, result in violations of privacy or other laws, expose us to a risk of litigation, cause us to incur direct losses if attackers initiate wire transfers or access our bank or investment accounts, or damage our reputation. More generally, any theft, loss, misuse, or other unauthorized processing of any confidential business or proprietary information, including personal data, collected, used, stored, transferred, or otherwise processed by us or on our behalf could result in significantly increased costs, expenses, damage to our reputation, and claims, litigation, demands, and regulatory investigations or other proceedings. The cost and operational consequences of implementing further data protection measures either as a response to specific breaches or incidents or as a result of evolving risks could be significant. In addition, our inability to use or access our information systems at critical points in time could adversely affect the timely and efficient operation of our business. Any delayed sales, significant costs or lost customers resulting from these technology failures could adversely affect our business, operations and financial results. We also may face difficulties or delays in identifying and remediating and otherwise responding to any security breach or incident.

From time-to-time, we upgrade software that we use in our business, including our enterprise resource planning, or ERP, system. Our business may be disrupted if our software does not work as planned or if we experience issues relating to any implementation, or accessing our software as has happened in a previous cybersecurity attack, in which case we may be unable to timely or accurately prepare financial reports, make payments to our suppliers and employees, or ship to, invoice and collect from our customers.

We may be subject to supply chain attacks where threat actors attempt to inject malicious code into our products thus infecting our products and the systems of our customers. Any such supply chain attack could have magnified damages to our business as a direct result of the attack as well as due to a loss of credibility or reputation with our customers. Such attempts are increasing in number and in technical sophistication, and if successful, expose us and the affected parties to risk of loss or misuse of proprietary or confidential information or disruptions of our business operations, including our manufacturing operations.

Third parties with which we conduct business, such as foundries, assembly and test contractors, and distributors, have access to certain portions of our sensitive data, and we rely on third parties to store and otherwise process data for us. We are dependent on the information security systems of these third parties and they face substantial security risks similar to those outlined above. Any security breaches or incidents or other unauthorized access by third parties to the systems of our suppliers, service providers, or other third parties with access to our sensitive data, or the existence of computer viruses, ransomware or other malicious code in their data, software, or hardware, could result in disruptions or failures of systems used in our business, payments to fraudulent bank accounts, and expose us to a risk of loss, misappropriation, unavailability and other unauthorized processing of information. Any of the foregoing, or the perception any of them has occurred, could have a material adverse impact on our business, operations and financial results.

Additionally, we cannot be certain that our insurance coverage will be adequate or otherwise protect us with respect to claims, expenses, fines, penalties, business loss, data loss, litigation, regulatory actions, or other impacts arising from any of the security breaches or incidents outlined above, or that such coverage will continue to be available on acceptable terms or at all. Any of these results could adversely affect our business, operations and financial results, potentially in a material manner.

Table of Contents

security breaches or incidents outlined above, or that such coverage will continue to be available on acceptable terms or at all. Any of these results could adversely affect our business, operations and financial results, potentially in a material manner.

Average selling prices of our products have previously decreased and could decrease in the future, which could have a material adverse effect on our revenue and gross margins.

We have and may in the future experience substantial period-to-period fluctuations in our operating results due to erosion of our average selling prices. From time to time, we have reduced the average unit price of our products due to competitive pricing pressures, new product introductions by us or our competitors, and for other reasons, and we expect that we will have to do so again in the future. In particular, we believe that industry consolidation has provided a number of larger semiconductor companies with substantial market power, which has had a material adverse impact on selling prices in some of our markets. If we are unable to offset any reductions in our average selling prices by increasing our sales volumes or introducing new products with higher margins, our revenue and gross margins will suffer. To support our gross margins, we must develop and introduce new products and product enhancements on a timely basis and continually reduce our and our customers’ costs. Our inability to do so would cause our revenue and gross margins to decline. In addition, under certain of our agreements with key distributors, we provide protection for reductions in selling prices of the distributors’ inventory, which could have a material adverse effect on our operating results if the selling prices for those products fell dramatically.

Table of Contents

or introducing new products with higher margins, our revenue and gross margins will suffer. To support our gross margins, we must develop and introduce new products and product enhancements on a timely basis and continually reduce our and our customers’ costs. Our inability to do so would cause our revenue and gross margins to decline. In addition, under certain of our agreements with key distributors, we provide protection for reductions in selling prices of the distributors’ inventory, which could have a material adverse effect on our operating results if the selling prices for those products fell dramatically.

If we fail to penetrate new applications and markets, our revenue, revenue growth rate, if any, and financial condition could be materially and adversely affected.

We sell a significant portion of our products to manufacturers of cable broadband voice and data modems and gateways, satellite outdoor units, optical modules for long-haul and metro telecommunications markets, and RF transceivers and modem solutions for wireless infrastructure markets. Our product offerings also include broadband data access, power management and interface technologies which are ubiquitous functions in new and existing markets such as wireless and wireline communications infrastructure, broadband access, industrial, enterprise network, and automotive applications. We have further expanded our product offerings to include Wi-Fi, ethernet and broadband gateway processor SoCs and intellectual property that utilizes patented machine learning techniques to improve signal integrity and power efficiency in SoCs, ASICs, and field-programmable gate arrays, or FPGAs, used in next-generation communication and artificial intelligence systems. Our future revenue growth, if any, will depend in part on our ability to further penetrate into, and expand beyond, these markets with analog, digital and mixed-signal solutions targeting the markets for Wi-Fi and broadband, high-speed optical interconnects for data center, metro, ~~and~~ long-haul optical modules, and telecommunications wireless infrastructure products. Each of these markets presents distinct and substantial risks. If any of these markets do not develop as we currently anticipate, or if we are unable to penetrate them successfully, it could materially and adversely affect our revenue and revenue growth rate, if any.

Broadband data modems and gateways and video gateways continue to represent a significant North American and European revenue generator. The North American and European Pay-TV market is dominated by a few OEMs, including Vantiva SA, ~~Commscope Holding Company, Inc.,~~ Hitron Technologies Inc., Compal Broadband Networks, Inc., Humax Co., Ltd., and Samsung Electronics Co., Ltd. These OEMs are large multinational corporations with negotiating power relative to us and are undergoing significant consolidation. Securing design wins with any of these companies requires a substantial investment of our time and resources. Even if we succeed, additional testing and operational certifications will be required by the OEMs’ customers, which include large Pay-TV television companies such as Comcast Corporation, Liberty Global plc, Charter Communications, Inc., Sky UK Limited, AT&T Inc. and EchoStar Corporation. In addition, our products will need to be compatible with other components in our customers’ designs, including components produced by our competitors or potential competitors. There can be no assurance that these other companies will support or continue to support our products.

If we fail to penetrate these or other new markets upon which we target our resources, our revenue and revenue growth rate, if any, likely will decrease over time and our financial condition could suffer.

32A significant portion of our revenue is attributable to demand for our products in markets for broadband solutions, and development delays and consolidation trends among cable and satellite Pay-TV and broadband operators could adversely affect our future revenues and operating results.

~~Table~~For the year ended December 31, 2025 and 2024, revenue directly attributable to broadband applications accounted for approximately 44% and 32% of ~~Contents~~our net revenue, respectively. We have experienced an increase in broadband net revenue of $87.6 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024, as this market recovers from macroeconomic conditions. However, delays in the development of, or unexpected developments in, the broadband markets has previously had, and could in the future have an adverse effect on order activity by OEMs in these markets and as a result, on our business, revenue, operating results and financial condition. In addition, consolidation trends among Pay-TV and broadband operators may continue, which could delay or lead to cancellations of major spending programs and have a material adverse effect on our future operating results and financial condition.

A significant portion of our revenue is attributable to demand for our products in markets for broadband solutions, and development delays and consolidation trends among cable and satellite Pay-TV and broadband operators has adversely affected, and could continue to adversely affect our future revenues and operating results.

For the year ended December 31, 2024 and 2023, revenue directly attributable to broadband applications accounted for approximately 32% and 29% of our net revenue, respectively. We have experienced a decrease in broadband net revenue of $86.7 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023, and negative impact to our revenues could continue in 2025 due to slower than expected recovery in this market. Delays in the development of, or unexpected developments in, the broadband markets, including international macroeconomic headwinds, has had and could continue to have an adverse effect on order activity by OEMs in these markets for 2025 and, as a result, on our business, revenue, operating results and financial condition. In addition, consolidation trends among Pay-TV and broadband operators may continue, which could delay or lead to cancellations of major spending programs and have a material adverse effect on our future operating results and financial condition.

We may be unable to make the substantial and productive research and development investments that are required to remain competitive in our business.

The semiconductor industry requires substantial investment in research and development in order to develop and bring to market new and enhanced technologies and products. Many of our products originated with our research and development efforts, which we believe have provided us with a significant competitive advantage. For year ended December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, our research and development expense was $~~225~~208.26 million, $~~269~~225.52 million, and $~~296~~269.45 million, respectively. ~~While~~We we have decreased our research and development spending, including via ~~our~~workforce ~~Workforce~~reductions ~~Reductions, to meet evolving demand, we expect our research~~ and ~~development~~cancellations ~~expenses to increase in future years when we return to expanding our product portfolio and enhancing existing products. We monitor such expenditures as part~~ of ~~our~~selected strategy of devoting focused research and development efforts on the development of innovative and sustainable product platforms. We are committed to investing in new product development internally in order to stay competitive in our markets and plan to maintain research and development and design capabilities for new solutions in advanced semiconductor process nodes such as 16nm and 5nm and beyondprojects, ~~as well as~~ to ~~address~~meet ~~challenges~~evolving ~~of capturing and processing high quality broadband communications and high-speed optical interconnect signals~~demand. However, we doexpect not know whether we will have sufficient resources to maintain the level of investment in research and development required to remain competitive as semiconductor process nodes continue to shrink and become increasingly complex. In addition, we cannot assure you that the technologies that are the focus of our research and development ~~expenditures~~expenses ~~will become commercially successful. Furthermore, we currently receive grants from certain non-U.S. governments, but those grants and any future grants may not be available~~ to usincrease in ~~the~~ future. years

The complexity of our products could result in unforeseen delays or expenses caused by undetected defects or bugs, which could reduce the market acceptance of our new products, damage our reputation with current or prospective customers and adversely affect our operating costs.30

Highly complex products like our Wi-Fi and broadband RF receivers and RF receiver SoCs, physical medium devices for optical modules, RF transceiver and modem solutions for wireless infrastructure markets, and high-performance analog solutions may contain defects and bugs when they are first introduced or as new versions are released. Where any of our products, including legacy acquired products, contain defects or bugs, or have reliability, quality or compatibility problems, we may not be able to successfully correct these problems. Consequently, our reputation may be damaged and customers may be reluctant to buy our products, which could materially and adversely affect our ability to retain existing customers and attract new customers, and our financial results. In addition, these defects or bugs could interrupt or delay sales to our customers. If any of these problems are not found until after we have commenced commercial production of a new product, we may be required to incur additional development costs and product recall, repair or replacement costs, and our operating costs could be adversely affected. These problems may also result in warranty or product liability claims against us by our customers or others that may require us to make significant expenditures to defend these claims or pay damage awards. In the event of a warranty claim, we may also incur costs if we compensate the affected customer. We maintain product liability insurance, but this insurance is limited in amount and subject to significant deductibles. There is no guarantee that our insurance will be available or adequate to protect against all claims. We also may incur costs and expenses relating to a recall of one of our customers’ products containing one of our devices. The process of identifying a recalled product in devices that have been widely distributed may be lengthy and require significant resources, and we may incur significant replacement costs, contract damage claims from our customers and reputational harm. Costs or payments made in connection with warranty and product liability claims and product recalls could materially affect our financial condition and results of operations, and ability to obtain future coverage. Although we purchase insurance to mitigate certain losses, any uninsured losses could negatively affect our operating results. Although we maintain reserves for reasonably estimable liabilities and purchase product liability insurance, if a

Table of Contents

~~catastrophic~~when we return to expanding our product ~~liability~~portfolio ~~claim~~and ~~were~~enhancing toexisting ~~occur,~~products. We monitor such expenditures as part of our ~~reserves~~strategy ~~may~~of bedevoting ~~inadequate~~focused toresearch ~~cover~~and ~~the~~development ~~uninsured~~efforts ~~portion~~on the development of ~~such~~innovative ~~claims~~and sustainable product platforms. ~~Further,~~We are committed to investing in new product development internally in order to stay competitive in our ~~business~~markets ~~liability~~and ~~insurance~~plan ~~may~~to bemaintain ~~inadequate~~research and development and design capabilities for new solutions in advanced semiconductor process nodes such as 16nm and 5nm and beyond, ~~may~~as well as to address challenges of capturing and processing high quality broadband communications and high-speed optical interconnect signals. However, we do not ~~cover~~know whether we will have sufficient resources to maintain the ~~claims,~~level of investment in research and ~~future~~development ~~coverage~~required ~~may~~to beremain ~~unavailable~~competitive onas ~~acceptable~~semiconductor ~~terms~~process nodes continue to shrink and become increasingly complex. In addition, ~~which~~we ~~could~~cannot ~~adversely~~assure ~~impact~~you that the technologies that are the focus of our ~~financial~~research ~~results~~and development expenditures will become commercially successful. Furthermore, we currently receive grants from certain non-U.S. governments, but those grants and any future grants may not be available to us in the future.

Our revenue and operating results are subject to substantial quarterly and annual fluctuations and have fluctuated in the past and may fluctuate significantly due to a number of factors that could adversely affect our business and our stock price.

Our revenue and operating results have fluctuated in the past and are likely to fluctuate in the future. ~~For example, our revenue declined from $693.3 million for the year ended December 31, 2023 to $360.5 million for the year ended December 31, 2024.~~ These fluctuations may occur on a quarterly and on an annual basis and are due to a number of factors, many of which are beyond our control. These factors include, among others:

•seasonality or cyclical fluctuations in our markets;

•overall demand volatility for semiconductor solutions across a diverse range of communications, industrial and multi-market applications;

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

•the receipt, reduction or cancellation of significant orders by customers;

•fluctuations in the levels of component inventories held by our customers;

•the gain or loss of significant customers;

Table of Contents

•market acceptance of our products and our customers’ products;

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

•size and timing of any consideration received under our intellectual property sale agreements

•the availability and cost of products from our suppliers;

•the timing and extent of operating expenses, including costs related to product development and personnel compensation and benefits;

•new product announcements and introductions by us or our competitors;

•incurrence of research and development and related new product expenditures;

•government actions, by the United States, China or other countries, that impose barriers or restrictions that would impact our ability to sell or ship products to customers;

•size and timing of any consideration received under our intellectual property sale agreements;

•currency fluctuations;

•fluctuations in manufacturing yields of integrated circuits;

•significant warranty claims, including those not covered by our suppliers;

•changes in our product mix or customer mix;

•potential indemnification claims, including those arising as a result of our contractual arrangements or intellectual property disputes;

•intellectual property disputes;

•timing and extent of product development costs;

•loss of key personnel or inability to attract, retain and motivate qualified skilled workers;

•impairment of long-lived assets, including masks and production equipment; and

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

34If our growth rate slows, seasonal or cyclical variations in our operations may become more pronounced over time and may materially affect our business, financial condition, results of operations and prospects. These factors are difficult to forecast, and these, as well as other factors, could materially adversely affect our quarterly or annual operating results. We typically are required to incur substantial development costs in advance of a prospective sale with no certainty that we will ever recover these costs. A substantial amount of time may pass between a design win and the generation of revenue related to the expenses previously incurred, which can potentially cause our operating results to fluctuate significantly from period to period. In addition, a significant amount of our operating expenses are relatively fixed in nature due to our significant sales, research and development costs. Any failure to adjust spending or our operations quickly enough to compensate for a revenue shortfall could magnify its adverse impact on our results of operations.

Table of Contents

If our growth rate continues to slow, seasonal or cyclical variations in our operations may become more pronounced over time and may materially affect our business, financial condition, results of operations and prospects. These factors are difficult to forecast, and these, as well as other factors, could materially adversely affect our quarterly or annual operating results. We typically are required to incur substantial development costs in advance of a prospective sale with no certainty that we will ever recover these costs. A substantial amount of time may pass between a design win and the generation of revenue related to the expenses previously incurred, which can potentially cause our operating results to fluctuate significantly from period to period. In addition, a significant amount of our operating expenses are relatively fixed in nature due to our significant sales, research and development costs. Any failure to adjust spending or our operations quickly enough to compensate for a revenue shortfall could magnify its adverse impact on our results of operations.

If we fail to develop and introduce new or enhanced products on a timely basis, our ability to attract and retain customers could be impaired and our competitive position could be harmed.

We operate in a dynamic environment characterized by rapidly changing technologies and industry standards and technological obsolescence. To compete successfully, we must design, develop, market and sell new or enhanced products that provide increasingly higher levels of performance and reliability and meet the cost expectations of our customers. The introduction of new products by our competitors, the market acceptance of products based on new or alternative technologies, or the emergence of new industry standards could render our existing or future products obsolete. Our failure to anticipate or timely develop new or enhanced products or technologies in response to technological shifts has resulted, and could in the future, result in decreased revenue and our competitors winning more competitive bid processes, known as “design wins.” In particular, we may experience difficulties with product design, manufacturing, marketing or certification that could delay or prevent our development, introduction or marketing of new or enhanced products. If we fail or are slow to introduce new or enhanced products that meet the needs of our customers or penetrate new markets in a timely fashion, as has happened previously or in the future, we will lose market share and our operating results will be adversely affected.

In particular, we believe that we will need to develop new products in part to respond to changing dynamics and trends in our end user markets, including (among other trends) consolidation among cable and satellite operators, potential industry shifts away from the hardware devices and other technologies that incorporate certain of our products, advances in artificial intelligence, and changes in consumer television viewing habits and how consumers access and receive broadcast content and digital broadband services. We cannot predict how these trends will continue to develop or how or to what extent they may affect our future revenues and operating results. We believe that we will need to continue to make substantial investments in research and development in an attempt to ensure a product roadmap that anticipates these types of changes; however, we cannot provide any assurances that we will accurately predict the direction in which our markets will evolve or that we will be able to develop, market, or sell new products that respond to such changes successfully or in a timely manner, if at all.32

We are subject to order and shipment uncertainties, and differences between our estimates of customer demand and product mix and our actual results could continue to negatively affect our inventory levels, sales and operating results.

Our revenue is generated on the basis of shipments of products under purchase orders with our customers rather than long-term purchase commitments. In addition, our customers can and have requested to cancel purchase orders or defer the shipments of our products under certain circumstances. Our products are manufactured using a silicon foundry according to our estimates of customer demand, which requires us to make separate demand forecast assumptions for every customer, each of which may introduce significant variability into our aggregate estimate. We have limited visibility into future customer demand and the product mix that our customers will require, which has in the past affected and could in the future adversely affect our revenue forecasts and operating margins. Also, as customer lead times continue to improve, we have seen and expect to continue to see a more normalized demand-planning horizon. Moreover, because our target markets are relatively new, many of our customers have difficulty accurately forecasting their product requirements and estimating the timing of their new product introductions, which ultimately affects their demand for our products. Historically, because of this limited visibility, actual results have been different from our forecasts of customer demand. Some of these differences have been material which has led to and could continue to lead to excess inventory or product shortages and revenue and margin forecasts above those we were actually able to achieve. These differences may occur in the future, and the adverse impact of these differences between forecasts and actual results could grow if we are not successful in expanding the customer base for our products. In addition, the rapid pace of innovation in our industry could render significant portions of our inventory obsolete. Excess or obsolete inventory levels has resulted and continue to result in unexpected expenses or increases in our reserves that could adversely affect our business, operating results and financial condition. Conversely, if we were to underestimate customer demand or if sufficient manufacturing capacity were unavailable, we could forego revenue opportunities, potentially lose market share and damage our customer relationships. In addition, any significant future cancellations or deferrals of product orders or the return

Table of Contents

ofenhanced ~~previously~~products ~~sold~~that ~~products~~meet ~~due~~the toneeds ~~manufacturing~~of ~~defects~~our ~~could~~customers ~~materially~~or ~~and~~penetrate ~~adversely~~new ~~impact~~markets ~~our~~in ~~profit~~a ~~margins~~timely fashion, ~~increase~~as ~~our~~has ~~write-offs~~happened ~~due~~previously toor ~~product~~in ~~obsolescence~~the ~~and~~future, ~~restrict~~we ~~our~~will ~~ability~~lose tomarket ~~fund~~share and our ~~operations~~operating results will be adversely affected.

In particular, we believe that we will need to develop new products in part to respond to changing dynamics and trends in our end user markets, including (among other trends) advances in artificial intelligence, potential industry shifts away from the hardware devices and other technologies that incorporate certain of our products, changes in consumer television viewing habits and how consumers access and receive broadcast content and digital broadband services, and consolidation among cable and satellite operators. We cannot predict how these trends will continue to develop or how or to what extent they may affect our future revenues and operating results. We believe that we will need to continue to make substantial investments in research and development in an attempt to ensure a product roadmap that anticipates these types of changes; however, we cannot provide any assurances that we will accurately predict the direction in which our markets will evolve or that we will be able to develop, market, or sell new products that respond to such changes successfully or in a timely manner, if at all.

Our revenue is generated on the basis of shipments of products under purchase orders with our customers rather than long-term purchase commitments. In addition, our customers can and have requested to cancel purchase orders or defer the shipments of our products under certain circumstances. Our products are manufactured using a silicon foundry according to our estimates of customer demand, which requires us to make separate demand forecast assumptions for every customer, each of which may introduce significant variability into our aggregate estimate. We have limited visibility into future customer demand and the product mix that our customers will require, which has in the past affected and could in the future adversely affect our revenue forecasts and operating margins. Also, as customer lead times continue to improve, we have seen and expect to continue to see a more normalized demand-planning horizon. Moreover, because our target markets are constantly evolving, many of our customers have difficulty accurately forecasting their product requirements and estimating the timing of their new product introductions, which ultimately affects their demand for our products. Historically, because of this limited visibility, actual results have been different from our forecasts of customer demand. Some of these differences have been material which has led to and could continue to lead to excess inventory or product shortages and revenue and margin forecasts above those we were actually able to achieve. These differences may occur in the future, and the adverse impact of these differences between forecasts and actual results could grow if we are not successful in expanding the customer base for our products. In addition, the rapid pace of innovation in our industry could render significant portions of our inventory obsolete. Excess or obsolete inventory levels has resulted and continue to result in unexpected expenses or increases in our reserves that could adversely affect our business, operating results and financial condition. Conversely, if we were to underestimate customer demand or if sufficient manufacturing capacity were unavailable, we could forego revenue opportunities, potentially lose market share and damage our customer relationships. In addition, any significant future cancellations or deferrals of product orders or the return of previously sold products due to manufacturing defects could materially and adversely impact our profit margins, increase our write-offs due to product obsolescence and restrict our ability to fund our operations.

We may have difficulty accurately predicting our future revenue and appropriately budgeting our expenses particularly as we seek to enter new markets where we may not have prior experience.

Our operating history had historically focused on developing integrated circuits for specific applications and more recently, the wired whole-home broadband connectivity market and markets for wireless telecommunications infrastructure and power management and interface technologies which are ubiquitous functions in wireless and wireline communications infrastructure, broadband access, industrial, enterprise network, and automotive applications. As part of our growth strategy, we seek to expand our addressable market into new product categories. For example, we expanded into the markets for Wi-Fi, ethernet and broadband gateway processor SoCs and intellectual property that utilizes patented machine learning techniques to improve signal integrity and power efficiency in SoCs, ASICs, and FPGAs used in next-generation communication and artificial intelligence systems. Our limited operating experience in new markets ~~such as data center markets~~ or potential markets we may enter, combined with the rapidly evolving nature of our markets in general, substantial uncertainty concerning how these markets may develop and other factors beyond our control reduces our ability to accurately forecast quarterly or annual revenue. If our revenue does not increase particularly in new markets, we could continue to incur significant losses due to our higher expense levels if we are not able to decrease our expenses in a timely manner to offset any shortfall in current or future revenue.

Table of Contents

Our customers require our products and our third-party contractors to undergo a lengthy and expensive qualification process which does not assure product sales.

Prior to purchasing our products, our customers require that both our products and our third-party contractors undergo extensive qualification processes, which involve testing of the products in the customer’s system and rigorous reliability testing. This qualification process may continue for six months or more. However, qualification of a product by a customer does not assure any sales of the product to that customer. Even after successful qualification and sales of a product to a customer, a subsequent revision to our solutions, or changes in our customer’s manufacturing process or our selection of a new supplier may require a new qualification process, which may result in delays and in us holding excess or obsolete inventory. After our products are qualified, it can take six months or more before the customer commences volume production of components or devices that incorporate our products. Despite these uncertainties, we devote substantial resources, including design, engineering, sales, marketing and management efforts, to qualifying our products with customers in anticipation of sales. If we are unsuccessful or delayed in qualifying any of our products with a customer, sales of this product to the customer may be precluded or delayed, which may result in a decrease in our revenue and cause our business to suffer.

Winning business is subject to lengthy competitive selection processes that require us to incur significant expenditures. Even if we begin a product design, customers may decide to cancel or change their product plans, which could cause us to generate no revenue from a product and adversely affect our results of operations.

We are focused on securing design wins to develop RF receivers and RF receiver SoCs, MoCA and G.hn SoCs, DBS-ODU SoCs, physical medium devices for optical modules, interface and power management devices, and SoC solutions targeting infrastructure opportunities within the telecommunications, wireless, industrial and multi-market and Wi-Fi and broadband operator markets for use in our customers’ products. These selection processes typically are lengthy and can require us to incur significant design and development expenditures and dedicate scarce engineering resources in pursuit of a single customer opportunity. We may not win the competitive selection process and may never generate any revenue despite incurring significant design and development expenditures. These risks are exacerbated by the fact that some of our customers’ products likely will have short life cycles. Although this has not occurred to date, failure to obtain a design win could prevent us from offering an entire generation of a product. This could cause us to lose revenue and require us to write off obsolete inventory, and could weaken our position in future competitive selection processes. After securing a design win, we may experience delays in generating revenue from our products as a result of the lengthy development cycle typically required. Our customers generally take a considerable amount of time to evaluate our products. The typical time from early engagement by our sales force to actual product introduction runs from nine to twelve months for the broadband and communications market, and 36 months or longer for industrial, wired and wireless infrastructure markets. The delays inherent in these lengthy sales cycles increase the risk that a customer will decide to cancel, curtail, reduce or delay its product plans, causing us to lose anticipated sales. In addition, any delay or cancellation of a customer’s plans could materially and adversely affect our financial results, as we may have incurred significant expense and generated no revenue. Finally, our customers’ failure to successfully market and sell their products could reduce demand for our products and materially and adversely affect our business, financial condition and results of operations. If we were unable to generate revenue after incurring substantial expenses to develop any of our products, our business would suffer.

36Our business is subject to various international and U.S. laws and governmental regulations, and compliance with these laws and regulations may cause us to incur significant expenses. A failure to maintain compliance with applicable laws and regulations could result in a material adverse effect on our business and operating results, and we could be subject to civil or criminal penalties.

Our business is subject to various laws and regulations in the United States and other jurisdictions where we do business, including but not limited to laws, regulations and other legal requirements related to packaging; product content; labor and employment; import and customs; export controls; anti-corruption; personal and data privacy; cybersecurity; human rights; conflict minerals; environment, health and safety; competition and antitrust; and intellectual property ownership and infringement. These laws and regulations are complex, change frequently and with little or no notice, occasionally are conflicting or ambiguous, and have generally become more stringent over time. Complying with these laws and regulations can be costly and we may be required to incur significant costs to remedy any potential gaps or violations that are identified. In addition, because many of our products are regulated or sold into regulated industries, we must comply with additional regulations in marketing our products. Although our policies, procedures, and controls are designed to detect and prevent potential violations and maintain ongoing compliance with applicable laws, we cannot assure you that we have been or will be at all times in compliance with such laws and regulations. If we violate or fail to comply with any of them, a range of consequences could result, including fines, import/export restrictions, sales limitations, criminal and civil liabilities or other

Table of Contents

~~and~~penalties ~~results~~or ~~of operations~~sanctions. IfThe wecosts ~~were~~of ~~unable~~complying towith ~~generate~~these ~~revenue~~laws ~~after~~(including ~~incurring~~the ~~substantial~~costs ~~expenses~~of toany ~~develop~~investigations, ~~any~~remediation, ofauditing ~~our~~and ~~products,~~monitoring) could adversely affect our ~~business~~current ~~would~~or ~~suffer~~future business.

~~Our~~As indicated elsewhere in this report, we do a substantial portion of our business isin ~~subject~~Asia, including in Hong Kong, a special administrative region of the People’s Republic of China, or China. Products shipped to ~~various~~Asia ~~international~~accounted for 82%, U75% and 75% of our net revenue in the years ended December 31, 2025, 2024 and 2023, respectively, including 49% from products shipped to Hong Kong and 12% from products shipped to Vietnam during the year ended December 31, 2025, 41% from products shipped to Hong Kong during the year ended December 31, 2024, and 37% from products shipped to Hong Kong and 11% from products shipped to mainland China in the year ended December 31, 2023.S Since October 2022, the United States has taken steps to restrict the export of certain advanced semiconductor products and technology to China as well as a number of specific Chinese companies, due to national security and human rights concerns. There has also been a substantial focus by regulators in the United States and ~~state~~Europe on the business practices of certain major Chinese technology companies. Complying with changing export control laws ~~and~~may ~~governmental~~require ~~regulations~~us to develop additional policies, procedures, and ~~compliance~~controls, or incur additional costs, including in connection with the development or performance of additional due diligence in order to prevent diversion of restricted products or technology to China, Russia, or other destinations. Compliance with these laws and regulations may ~~cause~~also usresult in the loss of revenue. Since October 2022, we have restricted shipments and exports to ~~incur~~certain ~~significant~~major ~~expenses~~Chinese technology companies, including a semiconductor foundry and OSAT providers. AWhile ~~failure~~we intend to ~~maintain~~continue to conduct our businesses in compliance with all applicable laws, including laws relating to export controls and ~~regulations~~anti-corruption, it is possible that the nature of our business and customers could result in a ~~material~~review ~~adverse~~of ~~effect~~our relationships and practices by regulatory authorities. At times, we may discover issues that we bring to the attention of the relevant government agencies, as we did on March 3, 2023, when we submitted a comprehensive voluntary self-disclosure to BIS regarding the potential EAR violation described above and other potential export control violations. Although the March 2023 voluntary self-disclosure to BIS resulted in a warning letter, we could incur increased administrative and legal costs in order to remediate any potential compliance gaps or violations, to respond to any inquiries, or in connection with the preparation and submission of any voluntary self-disclosures to the government agencies, as appropriate. Any failure to comply with applicable laws or regulatory approvals could adversely affect our business and operating results. We have implemented policies and procedures, including adoption of an anti-corruption policy and weprocedures ~~could~~with respect to applicable export control laws, but there can be ~~subject~~no toassurance ~~civil~~that orour ~~criminal~~policies ~~penalties~~and procedures will prove effective.

As indicated elsewhere in this report, we do a substantial portion of our business in Asia, including in Hong Kong, a special administrative region of the People’s Republic of China, or China. Since October 2022, the United States has taken steps to restrict the export of certain advanced semiconductor products and technology to China as well as a number of specific Chinese companies, due to national security and human rights concerns. There has also been a substantial focus by regulators in the United States and Europe on the business practices of certain major Chinese technology companies. Complying with changing export control laws may require us to develop additional policies, procedures, and controls, or incur additional costs, including in connection with the development or performance of additional due diligence in order to prevent diversion of restricted products or technology to China, Russia, or other destinations. Compliance with these laws and regulations may also result in the loss of revenue. Since October 2022, we have restricted shipments and exports to certain major Chinese technology companies, including a semiconductor foundry and OSAT providers. While we intend to continue to conduct our businesses in compliance with all applicable laws, including laws relating to export controls and anti-corruption, it is possible that the nature of our business and customers could result in a review of our relationships and practices by regulatory authorities. At times, we may discover issues that we bring to the attention of the relevant government agencies, as we did on March 3, 2023, when we submitted a comprehensive voluntary self-disclosure to BIS regarding the potential EAR violation described above and other potential export control violations. Although the March 2023 voluntary self-disclosure to BIS resulted in a warning letter, we could incur increased administrative and legal costs in order to remediate any potential compliance gaps or violations, to respond to any inquiries, or in connection with the preparation and submission of any voluntary self-disclosures to the government agencies, as appropriate. Any failure to comply with applicable laws or regulatory approvals could adversely affect our business and operating results. We have implemented policies and procedures, including adoption of an anti-corruption policy and procedures with respect to applicable export control laws, but there can be no assurance that our policies and procedures will prove effective.

Our products and operations are also subject to the rules of industrial standards bodies, like the International Standards Organization, as well as regulation by other agencies, such as the U.S. Federal Communications Commission. If we fail to adequately address any of these rules or regulations, our business could be harmed.

In addition, climate change and new or revised rules and regulations related thereto, including regulations with respect to greenhouse gas emissions and regulations enacted by the SEC and recent legislation enacted in California, may impact our business in numerous ways. Climate change and its effects could lead to further increases in raw material prices or their reduced availability due to, for example, increased frequency and severity of extreme weather events and any supply chain disruptions resulting therefrom, and could cause increased incidence of disruption to the production and distribution of our products and an adverse impact on consumer demand and spending. For example, as a fabless semiconductor company, we outsource our manufacturing to countries outside of the United States, and our manufacturers’ suppliers reside in areas that are more susceptible to extreme weather impacts. If our suppliers have difficulty obtaining raw materials and natural resources due to extreme weather impacts, this could increase the cost associated with extraction of raw materials or limit the supply available for our key suppliers to manufacture our products, driving the cost up for us and/or threaten our upstream supply chain. In the past, there have been substantial legislative and regulatory developments on climate-related issues, including proposed, issued and implemented legislation and rule makings that would require companies to assess and/or disclose climate metrics, risks, opportunities, policies and practices. For example, on March 6, 2024, the SEC adopted rules mandating climate-related disclosures that would require increased climate change-related disclosure in our periodic reports and other filings with the SEC for fiscal year 2025 and beyond, which were stayed on April 4, 2024. The potential impact to us of these legislative and regulatory developments is uncertain at this time, although we expect that emerging legal and regulatory requirements on climate-related issues, if made mandatory, would result in additional compliance and may require us to spend or add significant resources and divert management attention. We cannot be sure that we would be able to successfully adapt our operations in response to any climate-related changes or comply with any increased reporting obligations in a cost-effective manner, and our business, financial condition and results of operations could be materially and adversely affected.

37We must also conform the manufacture and distribution of our semiconductors to various laws and adapt to regulatory requirements in all countries as these requirements change. If we fail to comply with these requirements in the manufacture or

Table of Contents

~~for~~distribution ~~our~~of ~~key suppliers to manufacture~~ our products, ~~driving~~we ~~the~~could ~~cost~~be uprequired for us and/or threaten our upstream supply chain. In recent months, there have been substantial legislative and regulatory developments on climate-related issues, including proposed, issued and implemented legislation and rule makings that would require companies to ~~assess~~pay ~~and/or~~civil ~~disclose climate metrics~~penalties, ~~risks,~~face ~~opportunities,~~criminal ~~policies~~prosecution and ~~practices. For example~~, ~~on March 6, 2024, the SEC adopted rules mandating climate-related disclosures that would require increased climate change-related disclosure~~ in ~~our~~some ~~periodic reports and other filings with the SEC for fiscal year 2025 and beyond~~cases, which were stayed on April 4, 2024. The potential impact to us of these legislative and regulatory developments is uncertain at this time, although we expect that the emerging legal and regulatory requirements on climate-related issues will result in additional compliance and may require us to spend or add significant resources and divert management attention. We cannot be ~~sure~~prohibited ~~that~~from wedistributing ~~will be able to successfully adapt~~ our ~~operations~~products in ~~response~~commerce tountil ~~any~~the ~~climate-related~~products ~~changes~~ or ~~comply~~component ~~with~~substances ~~any~~are ~~increased~~brought ~~reporting~~into ~~obligations in a cost-effective manner, and our business, financial condition and results of operations could be materially and adversely affected~~compliance.

We must also conform the manufacture and distribution of our semiconductors to various laws and adapt to regulatory requirements in all countries as these requirements change. If we fail to comply with these requirements in the manufacture or distribution of our products, we could be required to pay civil penalties, face criminal prosecution and, in some cases, be prohibited from distributing our products in commerce until the products or component substances are brought into compliance.

If we are unable to attract, train and retain qualified personnel and senior management, our business, financial condition, results of operations and prospects could suffer.

Our future success depends on our ability to retain, attract and motivate qualified personnel, including our management, sales and marketing and finance teams, and especially our design and technical staff. InWe ~~the~~have ~~years~~initiated ~~ended~~and ~~December~~implemented ~~31,~~workforce ~~2024~~reductions ~~and~~over ~~2023,~~the wepast ~~completed~~few ~~workforce~~years ~~reductions~~ to align our operational needs with the changes in macroeconomic conditions and the demand environment. These workforce reductions ~~has~~have yielded and may continue to result in unintended consequences, such as attrition beyond our intended reductions in workforce and reduced employee morale, which ~~has~~may ~~caused~~cause ~~a small number of~~ our employees who were not affected by the reductions in workforce to seek alternate employment. Employees whose positions were eliminated or those who determine to seek alternate employment may seek employment with our competitors. In addition, our reductions in workforce may adversely impact our ability to implement our business strategy and respond rapidly to any new product, growth or revenue opportunities. Additionally, reductions in workforce may make it more difficult to recruit and retain new employees. If we need to increase the size of our workforce in the future, we may encounter a competitive hiring market due to labor shortages, increased employee turnover, changes in the availability of workers and increased wage costs. Employee litigation related to the ~~reduction~~reductions of our workforce could be costly and time-consuming.

We do not know whether we will be able to attract and retain the required and desirable personnel as we continue to pursue our business strategy. Historically, we have encountered difficulties in hiring and retaining qualified engineers because there is a limited pool of engineers with the expertise required in our field, and expect to continue facing such difficulties in seeking talent. Competition for these personnel is intense in the semiconductor industry. As the source of our technological and product innovations, our design and technical personnel represent a significant asset. Our ability to hire qualified engineers to work in the United States under H-1B visas may be negatively impacted by changes to the H-1B and other visa programs, including the increased fees associated with H-1B visas after September 21, 2025. In addition, in making employment decisions, particularly in the high-technology industry, job candidates often consider the value of the stock-based compensation they are to receive in connection with their employment. We have experienced declines in the market price of our stock and reductions in force which could adversely affect our ability to attract, motivate or retain key employees. In addition, our future performance also depends on the ability of our senior management to execute our business plan and to identify and pursue new opportunities and product innovations. Our employment arrangements with our employees do not generally require that they continue to work for us for any specified period, and therefore, they could terminate their employment with us at any time. The loss of the services of one or more of our key employees, especially our management and key design and technical personnel, or our inability to retain, attract and motivate our management and qualified design and technical and other personnel, could have a material adverse effect on our business, financial condition and results of operations.

Our future success also depends on the continued contributions of our senior management team and other key personnel. None of our senior management team or other key personnel is bound by written employment contracts to remain with us for a specified period. In addition, we have not entered into non-compete agreements with members of our senior management team or other key personnel, except in limited circumstances (e.g., in connection with the acquisition of other companies). We are fortunate that certain members of our senior management team have long tenures with us, but recently we also have been required to recruit new members of senior management. With respect to recruitment and retention of senior management, we need to ensure that our compensation programs, including equity compensation, provide sufficient recruitment and retention incentives as well as incentives to achieve our long-term strategic business and financial objectives. WeOver ~~expect~~the ~~competition~~past ~~for~~several ~~individuals~~years, ~~with~~as a result of industry-wide supply chain issues and inventory build, we have experienced a drop in revenue and a corresponding decline in our ~~required~~stock ~~skill~~price. ~~sets~~The decline in our stock price impacted the retention and incentive value of our previous employee equity awards and eroded the effectiveness of our outstanding equity grants as a retention tool. In response, ~~particularly~~and to mitigate elevated retention risk across key technical and engineering ~~skills~~functions, in 2024, we issued an out-of-cycle equity grant to ~~remain~~employees. ~~intense~~This ~~even~~was a necessary step to maintain workforce stability and preserve stockholder value, but led to an increase in ~~weak~~our ~~global~~burn ~~macroeconomic~~rate ~~environments~~and reduced the shares available under our equity incentive plans. ~~The~~Our ~~loss~~stockholders did not approve our proposed amendment of the MaxLinear, Inc. Amended and Restated 2010 Equity Incentive Plan, or the Amended Plan, which expires in August 2026, to reallocate the 3,657,565 shares available for grant as of March 26, 2025 under the MaxLinear, Inc. Inducement Equity Incentive Plan, or Inducement Plan, which is only available to grant equity awards to new employees, to the Amended Plan so that the reallocated shares would be available to grant equity awards to existing employees. If the shareholders had approved the Amended Plan, the Inducement Plan would have terminated upon approval of the Amended Plan. As a result, existing equity incentive plans have continued, and given that the Inducement Plan can only be used to grant equity to new employees, the existing shares reserved for issuance under the current equity incentive plans may be insufficient

3836

Table of Contents

to grant meaningful compensation to our employees to achieve our personnel objectives as our equity needs have shifted from hiring-related inducement grants to retention-focused awards. We expect competition for individuals with our required skill sets, particularly technical and engineering skills, to remain intense even in weak global macroeconomic environments. The loss of any member of our senior management team or other key personnel could harm our ability to implement our business strategy and respond to the rapidly changing market conditions in which we operate.

As of December 31, ~~2024~~2025, our aggregate indebtedness was $125.0 million, and we are subject to a variable amount of interest on the principal balance of our credit agreements and could continue to be adversely impacted by high interest rates in the future. Such indebtedness adversely affects our operating results and cash-flows as we satisfy our underlying interest and principal payment obligations and contains financial and operational covenants that could adversely affect our operational freedom or ability to pursue strategic transactions that we would otherwise consider to be in the best interests of stockholders, including obtaining additional indebtedness to finance such transactions. In addition, high interest rates may make it more difficult for us, our customers, and our distributors to obtain financing and service our respective interest and debt obligations, which in turn has an impact on customer demand for our products and our distributors’ business.

As of December 31, ~~2024~~2025, our aggregate indebtedness was $125.0 million from an initial secured term B loan facility, or the Initial Term Loan under the June 23, 2021 Credit Agreement. The June 23, 2021 Credit Agreement also provides for a revolving credit facility of up to $100.0 million, or the Revolving Facility, which remains undrawn as of December 31, ~~2024~~2025. The credit agreement also permits us to request incremental loans in an aggregate principal amount not to exceed the sum of an amount equal to the greater of (x) $175.0 million and (y) 100% of “Consolidated EBITDA” (as defined in such agreement), plus the amount of certain voluntary prepayments, plus an unlimited amount that is subject to pro forma compliance with certain first lien net leverage ratio, secured net leverage ratio and total net leverage ratio tests. The June 23, 2021 Credit Agreement was amended on June 29, 2023 to implement a benchmark replacement (with SOFR replacing LIBOR).

The Initial Term Loan under the June 23, 2021 Credit Agreement has a seven-year term expiring in June 2028 and bears interest at either an Adjusted Term SOFR plus a fixed applicable margin of 2.25% or an Adjusted Base Rate plus a fixed applicable margin of 1.25%, at our option. Commencing on September 30, 2021, the Initial Term Loan under the June 23, 2021 Credit Agreement amortizes in equal quarterly installments equal to 0.25% of the original principal amount, with the balance payable on June 23, 2028. We are subject to commitment fees ranging from 0.175% to 0.25% on the undrawn portion of the Revolving Facility, and any outstanding loans under the Revolving Facility will bear interest at either an Adjusted Term SOFR plus a margin of 1.00% to 1.75% or an Adjusted Base Rate plus a margin of 0% to 0.75%. Our obligations under the June 23, 2021 Credit Agreement are required to be guaranteed by certain of our domestic subsidiaries meeting materiality thresholds set forth in the credit agreement. Such obligations, including the guaranties, are secured by substantially all of our assets and those of the subsidiary guarantors.

Our material indebtedness adversely affects our operating expenses through increased interest payment obligations and adversely affects our ability to use cash generated from operations as we repay interest at a variable rate, which has been increasing, and principal under the term loans. In addition, the Revolving Facility provisions under the June 23, 2021 Credit Agreement include financial covenants such as an initial maximum secured net leverage ratio of 3.50 to 1.00, which temporarily increases to 3.75 to 1.00 following the consummation of certain material permitted acquisitions, and operational covenants that may adversely affect our ability to engage in certain activities, including obtaining additional financing, granting liens, undergoing certain fundamental changes, or making investments or certain restricted payments, and selling assets, and similar transactions, without obtaining the consent of the lenders, which may or may not be forthcoming. The Initial Term Loan under the June 23, 2021 Credit Agreement is only subject to operational covenants. Lastly, our borrowing costs can be affected by periodic credit ratings from independent rating agencies. Such ratings are largely based on our performance, which may be measured by credit metrics such as leverage and interest coverage ratios. Accordingly, outstanding indebtedness could adversely affect our operational freedom or ability to pursue strategic transactions that we would otherwise consider to be in the best interests of stockholders, including obtaining additional indebtedness to finance such transactions.

Specifically, our indebtedness and high interest rates have important consequences to investors in our common stock, including the following:

•we are subject to variable interest rate risk because our interest rate under the Initial Term Loan under the June 23, 2021 Credit Agreement varies based on a fixed margin of 2.25% per annum over an adjusted Term SOFR rate or 1.25% per annum over an adjusted base rate and our interest rate for any outstanding principal under the revolving credit facility varies based a margin of 0% to 0.75% over adjusted base rate or a margin of 1.00% to 1.75% over an adjusted Term SOFR rate, and we are also subject to commitment fees ranging from 0.175% to 0.25% on the

3937

Table of Contents

undrawn portion of the Revolving Facility. If interest rates were to continue to increase substantially, it would adversely affect our operating results and could affect our ability to service our indebtedness;

•a portion of our cash flows is dedicated to the payment of interest and when applicable, principal, on our indebtedness and other obligations and will not be available for use in our business;

If we fail to make required debt payments, or if we fail to comply with financial or other covenants in our debt service agreements, which include a maximum leverage ratio, we would be in default under the terms of these agreements. Subject to customary cure rights, any default would permit the holders of the indebtedness to accelerate repayment of this debt and could cause defaults under other indebtedness that we have, any of which could have a material adverse effect on the trading price of our common stock.

We and our subsidiaries may, subject to any limitations in the terms of our existing loan facilities, incur additional debt, secure existing or future debt, recapitalize our debt or take a number of other actions that are not limited by the terms of our term loans that could have the effect of diminishing our ability to make payments under the indebtedness when due. If we incur any additional debt, the related risks that we and our subsidiaries face could intensify. Please refer to the Risk Factor entitled “If we are required to pay any damages in connection with legal proceedings related to the termination of the Merger Agreement with Silicon Motion, including for any alleged breaches of the Merger Agreement, or if we agree to make any payments in any settlement of legal proceedings related to the termination of the Merger Agreement, the amount of such damages or payments could be significant and require us to draw down on all our existing lines of credit and use our cash resources, which may not be sufficient to satisfy any damages or payments and could have a material adverse effect on our business, operating results, and financial condition. We expect that we may not be able to obtain financing on favorable terms if at all or raise additional capital for any such payments. Even if we are able to finance such payments through the incurrence of additional indebtedness, any material increase in our indebtedness would adversely affect our operating results and cash-flows as we satisfy our underlying interest and principal payment obligations. Issuing additional shares of our common stock, if material, will result in dilution of existing shares outstanding. Any loan agreement is also expected to contain financial and operational covenants that would adversely affect our operational freedom or ability to pursue strategic transactions that we would otherwise consider to be in the best interests of stockholders, including obtaining additional indebtedness to finance such transactions”.

We are subject to governmental laws, regulations and other legal obligations related to privacy, data protection, and cybersecurity, and any inability of us to comply with such obligations may negatively impact our business.

The legislative, enforcement policy and regulatory framework for privacy, data protection and cybersecurity issues worldwide is rapidly evolving and complex and is likely to remain uncertain for the foreseeable future. We collect and otherwise process data, including personal data and other regulated or sensitive data, as part of our business processes and activities. This data is subject to a variety of U.S. and international laws and regulations, including oversight by various regulatory or other governmental bodies. Regulators in the United States are increasingly scrutinizing personal data transfers. For example, on December 27, 2024 the Department of Justice issued a final rule to implement Executive Order 14117 of February 28, 2024 (“Preventing Access to Americans’ Bulk Sensitive Personal Data and United States Government-Related Data by Countries of Concern.” ) implementing a new framework to protect the privacy of personal data shared between the U.S. and Europe, which may, in effect, impact privacy laws with “countries of concern” such as China or Russia. If we fail to comply with such regulation, it might impact our business to satisfy any fines or additional actions to remain compliant.

Many foreign countries and governmental bodies, including China, the European Union and other relevant jurisdictions where we conduct business, have laws and regulations concerning the collection and use of personal data, and other data obtained from their residents or by businesses operating within their jurisdictions that are currently more restrictive than those in the U.S. These laws may require that our overall information technology security environment meet certain standards and/or be certified. For example, effective May 2018, the European Union adopted the General Data Protection Regulation, or GDPR, that imposed stringent data protection requirements and provided for greater penalties for noncompliance. The United Kingdom has adopted legislation that substantially implements the GDPR and provides for a similar penalty structure. Similarly, California has adopted the California Consumer Privacy Act of 2018, or CCPA, which took effect in 2020. The CCPA gives California residents the right to access, delete and opt out of certain sharing of their information, and imposes penalties for failure to comply. California has adopted a new law, the California Privacy Rights Act of 2020 that substantially expands the CCPA and was effective as of January 1, 2023. Additionally, other U.S. states continue to propose and enact privacy and security-focused legislation. In addition, governments around the world continue to enact laws relating to privacy and data security. For example, in 2021, the National People’s Congress passed the Data Security Law of the People’s Republic of China, or ~~CPRA~~the Data Security Law and the Personal Information Protection Law of the People’s Republic of China, ~~that~~or ~~substantially~~PIPL. The Data Security Law is the first comprehensive data security legislation in the People’s Republic of China, or China, and aims to

4038

Table of Contents

expands the CCPA and was effective as of January 1, 2023. Additionally, other U.S. states continue to propose and enact privacy and security-focused legislation. In addition, governments around the world continue to enact laws relating to privacy and data security. For example, in 2021, the National People’s Congress passed the Data Security Law of the People’s Republic of China, or the Data Security Law and the Personal Information Protection Law of the People’s Republic of China, or PIPL. The Data Security Law is the first comprehensive data security legislation in the People’s Republic of China, or China, and aims to regulate a wide range of issues in relation to the collection, storage, processing, use, provision, transaction and publication of any kind of data. In March 2024, the Cyberspace Administration of China published the Provisions on Promoting and Standardizing Cross-Border Data Flows to implement the mechanisms for the cross-border data transfers, including the security assessment. These regulations contain provisions that allow substantial government oversight and include fines for failure to obtain required approval from China’s cyber and data protection regulators for cross-border personal data-related data transfers. However, there is still some uncertainty in how regulators will interpret and enforce these laws.

~~The~~There are also many new and evolving laws ~~outlined~~and ~~above~~regulations ~~are~~focused ~~only~~on athe ~~sample~~use of AI. For example, the ~~governmental~~EU’s ~~laws~~Artificial Intelligence Act, ~~regulations~~or ~~and~~AI ~~other~~Act, ~~legal~~was ~~obligations~~enacted ~~related~~on toAugust ~~privacy~~1, ~~data~~2024. ~~protection~~Certain of its obligations entered into effect on February 2, 2025, and ~~cybersecurity~~the tomajority ~~which~~of weits applicable provisions are ~~subject.~~currently ~~Various~~due ~~aspects~~to ofbecome ~~these~~effective ~~laws~~by August 2, ~~including~~2026, ~~their~~although ~~interpretation~~the ~~and~~EU’s ~~enforcement,~~legislature ~~remain~~may ~~unclear,~~vary ~~resulting~~this indate ~~further~~for ~~uncertainty~~certain ~~and~~obligations. ~~potentially~~The ~~requiring~~AI usAct toproposes ~~modify~~a ~~our~~framework ~~data~~of ~~practices~~prohibitions ~~and~~as ~~policies~~well as disclosure, transparency, and toother ~~incur~~regulatory ~~substantial~~obligations ~~additional~~based ~~costs~~on ~~and~~various ~~expenses~~levels inof anrisk ~~effort~~for tobusinesses ~~comply.~~introducing ~~Because~~AI ~~the~~systems ~~interpretation~~in ~~and~~the ~~application~~EU. Provisions of ~~many~~the ~~such~~AI ~~laws~~Act ~~and~~could ~~regulations,~~require ~~remain~~us ~~uncertain~~to ~~and~~alter ~~continue~~or torestrict ~~evolve,~~our ituse isof ~~possible~~AI ~~that~~both ~~these~~in ~~laws~~features ~~and~~or ~~regulations~~products ~~may~~available beto ~~interpreted~~our users and ~~applied~~ in aour ~~manner~~systems that isinteract ~~inconsistent~~ with our ~~data~~users, ~~management~~depending ~~practices~~on orrespective ~~the~~levels ~~features~~of risk-categorization, types of ~~our~~systems, ~~products~~and ormanner ~~solutions~~of use, as set forth in the AI Act. The AI Act also may require us to comply with monitoring and wereporting ~~could~~requirements. ~~face~~As ~~fines,~~a ~~lawsuits~~result, ~~regulatory~~we ~~investigations,~~may need to devote substantial time and ~~other~~resources ~~claims~~to evaluate our obligations under the AI Act and ~~penalties,~~to develop and weexecute ~~could~~a beplan ~~required~~designed to ~~fundamentally~~promote ~~change~~compliance. ~~our~~Noncompliance ~~products~~with orthe ~~our~~AI ~~business~~Act ~~practices,~~could ~~all~~result in fines of ~~which~~up ~~could~~to ~~have~~€35 amillion ~~material~~or ~~adverse~~7% ~~effect~~of onannual ~~our~~global ~~business.~~turnover ~~Any~~for ~~inability~~the previous year, orwhichever ~~perceived~~is ~~inability,~~higher. toThere ~~adequately~~have ~~address~~been ~~privacy~~numerous other laws and ~~data~~bills ~~protection~~proposed ~~concerns,~~at the domestic and international level aimed at regulating the deployment or toprovision ~~comply~~of ~~with~~AI ~~applicable~~systems ~~laws,~~and ~~regulations,~~services. ~~policies~~These include, ~~industry~~among ~~standards~~others, ~~contractual~~the ~~obligations~~Texas orResponsible ~~other~~Artificial ~~legal~~Intelligence ~~obligations,~~Governance ~~even~~Act ifwhich ~~unfounded~~became effective January 1, ~~could~~2026, ~~result~~and infocuses ~~additional~~on ~~cost~~prohibiting ~~and~~harmful ~~liability~~uses toof usAI, ~~damage~~and ~~our~~the ~~reputation~~Colorado AI Act, ~~inhibit~~which ~~sales~~will ~~and~~become ~~have~~effective aJune ~~material~~30, ~~adverse~~2026, ~~effect~~and, onsimilar ~~our~~to ~~business~~the AI Act, ~~results~~provides offor ~~operations,~~a ~~and~~regulatory ~~financial~~risk-based ~~condition~~framework.

The laws outlined above are only a sample of the governmental laws, regulations and other legal obligations related to privacy, data protection, cybersecurity, and AI to which we are subject. Various aspects of these laws, including their interpretation and enforcement, remain unclear, resulting in further uncertainty and potentially requiring us to modify our data practices and policies and to incur substantial additional costs and expenses in an effort to comply. Because the interpretation and application of many such laws and regulations, remain uncertain and continue to evolve, it is possible that these laws and regulations may be interpreted and applied in a manner that is inconsistent with our data management practices or the features of our products or solutions, and we could face fines, lawsuits, regulatory investigations, and other claims and penalties, and we could be required to fundamentally change our products or our business practices, all of which could have a material adverse effect on our business. Any inability, or perceived inability, to adequately address privacy and data protection concerns, or to comply with applicable laws, regulations, policies, industry standards, contractual obligations or other legal obligations, even if unfounded, could result in additional cost and liability to us, damage our reputation, inhibit sales and have a material adverse effect on our business, results of operations, and financial condition.

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

Generally, our products comprise only a part or parts of a communications device. All components of these devices must uniformly comply with industry standards in order to operate efficiently together. We depend on companies that provide other components of the devices to support prevailing industry standards. Many of these companies are significantly larger and more influential in driving industry standards than we are. Some industry standards may not be widely adopted or implemented uniformly, and competing standards may emerge that may be preferred by our customers or end users. If larger companies do not support the same industry standards that we do, or if competing standards emerge, market acceptance of our products could be adversely affected, which would harm our business.

Products for communications applications are based on industry standards that are continually evolving. Our ability to compete in the future will depend on our ability to identify and ensure compliance with these evolving industry standards. The emergence of new industry standards could render our products incompatible with products developed by other suppliers. As a result, we could be required to invest significant time and effort and to incur significant expense to redesign our products to ensure compliance with relevant standards. If our products are not in compliance with prevailing industry standards for a significant period of time, we could miss opportunities to achieve crucial design wins. We may not be successful in developing or using new technologies or in developing new products or product enhancements that achieve market acceptance. Our pursuit of necessary technological advances may require substantial time and expense.

Table of Contents

We may, from time to time, make additional business acquisitions or investments, which involve significant risks.

We have completed multiple acquisitions in the past decade. We may also enter into alliances or make investments in other businesses to complement our existing product offerings, augment our market coverage or enhance our technological capabilities. Any such transactions has resulted and could result in:

•issuances of equity securities dilutive to our existing stockholders;

•substantial cash payments;

•the incurrence of substantial debt and assumption of unknown liabilities;

•large one-time write-offs;

•amortization expenses related to intangible assets;

Table of Contents

•a limitation on our ability to use our net operating loss carryforwards;

•the diversion of management’s time and attention from operating our business to acquisition integration challenges;

•stockholder or other litigation relating to the transaction;

•adverse tax consequences;

•costs and expenses associated with any undisclosed or potential liabilities; and

•the potential loss of, or ability to attract, key personnel, customers and suppliers of the acquired businesses.

To the extent we pay the purchase price of any acquisition or investment in cash or through borrowings under our Revolving Facility, it would reduce our cash balances and/or result in indebtedness we must service, which may have a material adverse effect on our business and financial condition. If the purchase price is paid with our stock, it would be dilutive to our stockholders. In addition, we may assume liabilities associated with a business acquisition or investment, including unrecorded liabilities that are not discovered at the time of the transaction, and the repayment of those liabilities may have a material adverse effect on our financial condition.

Integrating acquired organizations and their products and services, including the integration of completed acquisitions, may be expensive, time-consuming and a strain on our resources and our relationships with employees, customers, distributors and suppliers, and ultimately may not be successful. The benefits or synergies we may expect from the acquisition of complementary or supplementary businesses may not be realized to the extent or in the time frame we initially anticipate. Some of the risks that may affect our ability to successfully integrate acquired businesses include those associated with:

•failure to successfully further develop the acquired products or technology;

•conforming the acquired company’s standards, policies, processes, procedures and controls with our operations;

•coordinating new product and process development, especially with respect to highly complex technologies;

•loss of key employees or customers of the acquired business;

•hiring additional management and other key personnel;

•in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries;

•increasing the scope, geographic diversity and complexity of our operations;

•consolidation of facilities, integration of the acquired businesses’ accounting, human resource and other administrative functions and coordination of product, engineering and sales and marketing functions;

•the geographic distance between the businesses;

Table of Contents

•liability for activities of the acquired businesses before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; and

•litigation or other claims in connection with the acquired businesses, including claims for terminated employees, customers, former stockholders or other third parties.

We may not be able to identify suitable acquisition or investment candidates, or even if we do identify suitable candidates, they may be difficult to finance, expensive to fund and there is no guarantee that we can obtain any necessary antitrust approvals or complete such transactions on terms that are favorable to us.

We have in the past been, are currently, and may in the future be party to litigation related to acquisitions. Any adverse determination in litigation resulting from acquisitions could have a material adverse effect on our business and operating results.

Table of Contents

Risks Relating to Intellectual Property

We have settled in the past intellectual property litigation and may in the future face additional claims of intellectual property infringement, including indemnification claims based on intellectual property allegations. Any current or future litigation could be time-consuming, costly to prosecute, defend or settle and result in damages and/or the loss of significant rights.

The semiconductor industry is characterized by companies that hold large numbers of patents and other intellectual property rights and that vigorously pursue, protect and enforce intellectual property rights. Third parties have in the past and may in the future assert against us and our customers and distributors their patent and other intellectual property rights to technologies that are important to our business. For example, we were involved in a litigation with Bell Semiconductor, which ~~has~~was ~~since been~~ settled pursuant to a Settlement and Patent License Agreement. In addition, from time to time, we receive correspondence from competitors and other third parties seeking to engage us in discussions concerning potential claims against us, and we receive correspondence from customers seeking indemnification for potential claims related to infringement claims asserted against down-stream users of our products. We investigate these requests and claims as received and could be required to enter license agreements with respect to third-party intellectual property rights or indemnify third parties, either of which could have a material adverse effect on our future operating results.

Claims that our products, processes or technology infringe third-party intellectual property rights, regardless of their merit or resolution are costly to defend or settle and could divert the efforts and attention of our management and technical personnel. In addition, many of our customer and distributor agreements require us to indemnify and defend our customers or distributors from third-party infringement claims and pay damages and attorneys’ fees in the case of adverse rulings. Claims of this sort also could harm our relationships with our customers or distributors and might deter future customers from doing business with us. In order to maintain our relationships with existing customers and secure business from new customers, we have been required from time to time to provide additional assurances beyond our standard terms. If any of our current or future proceedings result in an adverse outcome, we could be required to:

•cease the manufacture, use or sale of the infringing products, processes or technology;

•pay substantial damages, indemnification expenses and attorneys’ fees;

•expend significant resources to develop non-infringing products, processes or technology;

•license technology from the third-party claiming infringement, which license may not be available on commercially reasonable terms, or at all;

•cross-license our technology to a competitor to resolve an infringement claim, which could weaken our ability to compete with that competitor; or

•pay substantial damages to our customers or end users to discontinue their use of or to replace infringing technology sold to them with non-infringing technology.

Any of the foregoing results could have a material adverse effect on our business, financial condition, and results of operations.

Table of Contents

We utilize a significant amount of intellectual property in our business. If we are unable to protect our intellectual property, our business could be adversely affected.

Our success depends in part upon our ability to protect our intellectual property. To accomplish this, we rely on a combination of intellectual property rights, including patents, copyrights, trademarks and trade secrets in the United States and in selected foreign countries where we believe filing for such protection is appropriate. Effective patent, copyright, trademark and trade secret protection may be unavailable, limited or not applied for in some countries. Some of our products and technologies are not covered by any patent or patent application. We cannot guarantee that:

•any of our present or future patents or patent claims will not lapse or be invalidated, circumvented, challenged or abandoned;

•our intellectual property rights will provide competitive advantages to us;

Table of Contents

•our ability to assert our intellectual property rights against potential competitors or to settle current or future disputes will not be limited by our agreements with third parties or obligations, if any, to standards organizations;

•any of our pending or future patent applications will be issued or have the coverage originally sought;

•our intellectual property rights will be enforced in jurisdictions where competition may be intense or where legal protection may be weak;

•any of the trademarks, copyrights, trade secrets or other intellectual property rights that we presently employ in our business will not lapse or be invalidated, circumvented, challenged or abandoned;

•we will not lose the ability to assert our intellectual property rights against or to license our technology to others and collect consideration that we are entitled to under certain intellectual property sale agreements; or

•our ability to monetize our portfolio through divestiture and/or exclusive licensing transactions will not be impacted by conduct of counterparties to any such transactions, and we will not face liability arising from our monetization efforts.

In addition, our competitors or others may design around our protected patents or technologies. Effective intellectual property protection may be unavailable or more limited in one or more relevant jurisdictions relative to those protections available in the United States, or may not be applied for in one or more relevant jurisdictions. If we pursue litigation to assert our intellectual property rights, an adverse decision in any of these legal actions could limit our ability to assert our intellectual property rights, limit the value of our technology or otherwise negatively impact our business, financial condition and results of operations.

Monitoring unauthorized use of our intellectual property is difficult and costly. Unauthorized use of our intellectual property may have occurred or may occur in the future. Although we have taken steps to minimize the risk of this occurring, any such failure to identify unauthorized use and otherwise adequately protect our intellectual property would adversely affect our business. Moreover, if we are required to commence litigation, whether as a plaintiff or defendant as has occurred in the past, not only will this be time-consuming, but we will also be forced to incur significant costs and divert our attention and efforts of our employees, which could, in turn, result in lower revenue and higher expenses.

We also rely on customary contractual protections with our customers, suppliers, distributors, employees and consultants, and we implement security measures to protect our trade secrets. We cannot assure you that these contractual protections and security measures will not be breached, that we will have adequate remedies for any such breach or that our suppliers, employees or consultants will not assert rights to intellectual property arising out of such contracts. For example, as described in Part I, Item 3 — Legal Proceedings – Comcast Litigation, Comcast shared our proprietary designs with our direct competitor. Comcast then worked with our competitor to develop the FDX-amplifier technology. We have brought claims for trade secret misappropriation, unfair competition, and breach of the parties’ non-disclosure agreement, and sought an unspecified amount of compensatory damages, punitive damages, pre-judgment and post-judgment interest, costs, expenses, and attorney fees as well as an injunction against Comcast’s use or disclosure of our trade secrets. However, our claims may not be successful.

In addition, we have a number of third-party patent and intellectual property license agreements. Some of these license agreements require us to make one-time payments or ongoing royalty payments. Also, a few of our license agreements contain most-favored nation clauses or other price restriction clauses which may affect the amount we may charge for our products, processes or technology. We cannot guarantee that the third-party patents and technology we license will not be licensed to our competitors or others in the semiconductor industry. In the future, we may need to obtain additional licenses, renew existing license agreements or otherwise replace existing technology. We are unable to predict whether these license agreements can be obtained or renewed or the technology can be replaced on acceptable terms, or at all.42

When we originally settled a trademark dispute with Analog Devices International Unlimited Company (ADIUC) and its predecessor, Linear Technology Corporation, we agreed not to register the “MAXLINEAR” mark or any other marks containing the term “LINEAR”. Pursuant to the original settlement agreement, we agreed not to use the “MAXLINEAR” mark on our products. We have since entered into another settlement agreement with ADIUC that now allows us to use and register the “MAXLINEAR” mark on our products, in addition to continuing to use “MAXLINEAR” as a corporate identifier, including to advertise our products and services. We have filed trademark applications to register the “MAXLINEAR” mark, but prior to approval of the applications and registration of the mark in the relevant jurisdictions, our ability to effectively prevent third parties from using the “MAXLINEAR” mark in connection with similar products or technology will be based on our common law rights in the mark, which may make enforcement challenging. If we are unable to protect our trademarks in certain

Table of Contents

~~jurisdictions~~In addition, we ~~may~~have ~~experience~~a ~~difficulties~~number inof ~~achieving~~third-party patent and ~~maintaining~~intellectual ~~brand~~property ~~recognition~~license agreements. Some of these license agreements require us to make one-time payments or ongoing royalty payments. Also, a few of our license agreements contain most-favored nation clauses or other price restriction clauses which may affect the amount we may charge for our products, processes or technology. We cannot guarantee that the third-party patents and ~~customer~~technology ~~loyalty~~we license will not be licensed to our competitors or others in ~~such~~the ~~jurisdictions~~semiconductor industry. In the future, we may need to obtain additional licenses, renew existing license agreements or otherwise replace existing technology. We are unable to predict whether these license agreements can be obtained or renewed or the technology can be replaced on acceptable terms, or at all.

When we originally settled a trademark dispute with Analog Devices International Unlimited Company, or ADIUC, and its predecessor, Linear Technology Corporation, we agreed not to register the “MAXLINEAR” mark or any other marks containing the term “LINEAR”. Pursuant to the original settlement agreement, we agreed not to use the “MAXLINEAR” mark on our products. We have since entered into another settlement agreement with ADIUC that now allows us to use and register the “MAXLINEAR” mark on our products, in addition to continuing to use “MAXLINEAR” as a corporate identifier, including to advertise our products and services. We have filed trademark applications to register the “MAXLINEAR” mark, but prior to approval of the applications and registration of the mark in the relevant jurisdictions, our ability to effectively prevent third parties from using the “MAXLINEAR” mark in connection with similar products or technology will be based on our common law rights in the mark, which may make enforcement challenging. If we are unable to protect our trademarks in certain jurisdictions, we may experience difficulties in achieving and maintaining brand recognition and customer loyalty in such jurisdictions.

We face risks related to security vulnerabilities in our products.

We regularly become aware of security vulnerabilities with respect to our products as well as intellectual property that we purchase or license from third parties for use in our products. Our products are used in application areas that create new or increased cybersecurity and privacy risks, including applications that gather and process large amounts of data, such as the cloud, or Internet of Things, or artificial intelligence, and critical infrastructure, payment card applications, and automotive applications. Security features in our products cannot make our products entirely secure, and security vulnerabilities identified in our products have resulted in, and are expected to continue to result in, attempts by third parties to identify and exploit additional vulnerabilities. Vulnerabilities are not always mitigated before they become known. We, our customers, and the users of our products do not always promptly learn of or have the ability to fully assess the magnitude or effects of a vulnerability, including the extent, if any, to which a vulnerability has been exploited.

Mitigation techniques designed to address security vulnerabilities, including software and firmware updates or other preventative measures, are not always available on a timely basis, or at all, and at times do not operate as intended or effectively resolve vulnerabilities for all applications. In addition, we are often required to rely on third parties, including hardware, software, and services vendors, as well as our customers and end users, to develop and/or deploy mitigation techniques, and the availability, effectiveness, and performance impact of mitigation techniques can depend solely or in part on the actions of these third parties in determining whether, when, and how to develop and deploy mitigations. We and such third parties make prioritization decisions about which vulnerabilities to address, which can delay, limit, or prevent development or deployment of a mitigation and harm our reputation. Subsequent events or new information can develop that changes our assessment of the impact of a security vulnerability, which can cause certain claims or customer satisfaction considerations, as well as result in litigation or regulatory inquiries or actions over these matters.

Security vulnerabilities and/or mitigation techniques can result in adverse performance or power effects, reboots, system instability or unavailability, loss of functionality, non-compliance with standards, data loss or corruption, unpredictable system behavior, decisions by customers, regulators and end users to limit or change the applications in which they use our products or product features, ~~and/or~~ the misappropriation of data by third parties, or other cybersecurity incidents. Security vulnerabilities and any limitations or adverse effects of mitigation techniques can adversely affect our results of operations, financial condition, customer relationships, prospects, and reputation in a number of ways, any of which may be material.

Table of Contents

The use of open source software in our products, processes and technology may expose us to additional risks and harm our intellectual property.

Our products, processes and technology sometimes utilize and incorporate software that is subject to an open source license. Open source software is typically freely accessible, usable and modifiable. Certain open source software licenses require a user who intends to distribute the open source software as a component of the user’s software to disclose publicly part or all of the source code to the user’s software. In addition, certain open source software licenses require the user of such software to make any derivative works of the open source code available to others on unfavorable terms or at no cost. This can subject previously proprietary software to open source license terms.

While we monitor the use of all open source software in our products, processes and technology and try to ensure that no open source software is used in such a way as to require us to disclose the source code to the related product, processes or technology when we do not wish to do so, such use could inadvertently occur. Additionally, if a third -party software provider has incorporated certain types of open source software into software we license from such third party for our products, processes or technology, we could, under certain circumstances, be required to disclose the source code to our products, processes or technology. This could harm our intellectual property position and have a material adverse effect on our business, results of operations and financial condition.

Risks Relating to Reliance on Third-Parties

We do not have long-term supply contracts with most of our contract manufacturers or suppliers, and any disruption in our supply of products or materials could have a material adverse effect on our business, revenue and operating results.

Currently we do not have long-term supply contracts with most of our other third-party vendors, including but, not limited to TSMC, and United Microelectronics Corporation, or UMC. ~~Certain~~We ~~products~~make substantially all of our purchases on a purchase order basis, and our contract manufacturers are ~~supplied~~not required to supply us byproducts ~~Intel~~for onany aspecific ~~turnkey~~period ~~basis~~or atin ~~agreed~~any ~~upon~~specific quantity. Foundry capacity may not be available when we need it or at reasonable prices. ~~under~~Availability ~~terms~~of foundry capacity has in the past been reduced from time to time due to strong demand. Foundries can allocate capacity to the production of aother ~~supply~~companies’ ~~agreement~~products ~~with~~and anreduce ~~initial~~deliveries to us on short notice. It is possible that foundry and OSAT customers that are larger and better financed than we are, or that have long-term agreements with our foundry or OSAT providers, may induce our foundry or OSAT providers to reallocate capacity to them. This reallocation could impair our ability to secure the supply of components that we need. We generally place orders for products with some of our suppliers approximately four to five ~~years~~months prior to the anticipated delivery date, with order volumes based on our forecasts of demand from our customers. Accordingly, if we inaccurately forecast demand for our products or if orders are placed with a short lead-time, we may be unable to obtain adequate and cost-effective foundry or assembly capacity from our third-party contractors to meet our customers’ delivery requirements, which ~~will~~could ~~expire~~harm our reputation and customer relationships, or we may accumulate excess inventories. On occasion, we have been unable to adequately respond to unexpected increases in ~~July~~customer ~~2025~~purchase orders and therefore were unable to benefit from this incremental demand. None of our third-party contractors has provided any assurance to us that adequate capacity will be available to us within the time required to meet additional demand for our products.

Table of Contents

Intel can also terminate its supply agreement with us under certain circumstances. If Intel does not continue to supply us with such products, we would need to seek alternative sources of supply for those products in a short timeframe, which would cause us to incur additional costs, could delay the sale of such products, and could increase our supply costs with a new vendor, which in turn, could negatively impact our revenue and our gross margins. Alternatively, if Intel does continue to supply us with such products, the costs of such products would likely increase and reduce our margins on such products, and their minimum purchase requirements may exceed our current customer demand.

We make substantially all of our purchases on a purchase order basis, and our contract manufacturers are not required to supply us products for any specific period or in any specific quantity. Foundry capacity may not be available when we need it or at reasonable prices. Availability of foundry capacity has in the past been reduced from time to time due to strong demand. Foundries can allocate capacity to the production of other companies’ products and reduce deliveries to us on short notice. It is possible that foundry customers that are larger and better financed than we are, or that have long-term agreements with our foundry, may induce our foundry to reallocate capacity to them. This reallocation could impair our ability to secure the supply of components that we need. We generally place orders for products with some of our suppliers approximately four to five months prior to the anticipated delivery date, with order volumes based on our forecasts of demand from our customers. Accordingly, if we inaccurately forecast demand for our products or if orders are placed with a short lead-time, we may be unable to obtain adequate and cost-effective foundry or assembly capacity from our third-party contractors to meet our customers’ delivery requirements, which could harm our reputation and customer relationships, or we may accumulate excess inventories. On occasion, we have been unable to adequately respond to unexpected increases in customer purchase orders and therefore were unable to benefit from this incremental demand. None of our third-party contractors has provided any assurance to us that adequate capacity will be available to us within the time required to meet additional demand for our products.

We do not have our own manufacturing facilities and rely on a limited number of third parties to manufacture, assemble, and test our products. The failure to manage our relationships with our third-party contractors successfully, or impacts from volatility in global supply, natural disasters, public health crises, or other labor stoppages in the regions where such contractors operate, could adversely affect our ability to market and sell our products.

We operate an outsourced manufacturing business model that utilizes third-party foundry and assembly and test capabilities. As a result, we rely on third-party foundry wafer fabrication, including sole sourcing for many components or products. Currently, a large portion of our products are manufactured by TSMC, and ~~United Microelectronics Corporation, or~~ UMC, at foundries located in Taiwan, Singapore, and China. We also use third-party contractors for all of our assembly and test operations. WeAdditionally ~~also rely on Intel Corporation, or Intel, for~~ certain products onare asupplied ~~turnkey~~to ~~basis~~us ~~at agreed upon prices under terms of a supply agreement with an initial term of five years, which will expire in July 2025 and may be terminated~~ by Intel ~~under certain circumstances~~.

Relying on third -party manufacturing, assembly and testing presents significant risks to us, including the following:

•capacity shortages during periods of high demand or from events beyond our control or inventory oversupply during periods of decreased demand. For example, we have experienced and could continue to experience inventory oversupply in certain of our products due to changes in customer demand which has added to volatility in managing the business. Inventory oversupply has also led and could continue to lead to inventory write-downs, including charges for any excess or obsolete inventory, which could negatively impact our gross margins;

Table of Contents

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

•reduced control over delivery schedules and quality;

•shortages of materials;

•misappropriation of our intellectual property;

•limited warranties on wafers or products supplied to us;

•potential increases in costs of our products;

•costs to switch to alternate sources of supply for certain products and/or delays in sales of such products, if a supplier does not continue to supply certain products; and

•our use of foundry partners who are currently subject to BIS restrictions, to manufacture certain of our products may be impaired if one or more of the following were to occur: (1) we are unable to obtain U.S. export licenses authorizing its interactions and technology exchanges with these foundry partners or if there are delays in obtaining such licenses, or (2) if BIS increases export control restrictions to Chinese foundries without the ability for us to obtain a U.S. export license, or (3) U.S. providers of semiconductor manufacturer equipment are unable to export such equipment or related spare or replacement parts used in the manufacture of our products, or obtain a license to export such equipment and parts, to current or future Chinese foundry partners.

Table of Contents

authorizing its interactions and technology exchanges with these foundry partners or if there are delays in obtaining such licenses, or (2) if BIS increases export control restrictions to Chinese foundries without the ability for us to obtain a U.S. export license, or (3) U.S. providers of semiconductor manufacturer equipment are unable to export such equipment or related spare or replacement parts used in the manufacture of our products, or obtain a license to export such equipment and parts, to current or future Chinese foundry partners.

The ability and willingness of our third-party contractors to perform is largely outside our control. If one or more of our contract manufacturers or other outsourcers fails to perform its obligations in a timely manner or at satisfactory quality levels, our ability to bring products to market and our reputation could suffer. For example, in the event that manufacturing capacity is reduced or eliminated at one or more facilities, manufacturing could be disrupted, we could have difficulties fulfilling our customer orders and our net revenue could decline. In addition, if these third parties fail to deliver quality products and components on time and at reasonable prices, we could have difficulties fulfilling our customer orders, our net revenue could decline and our business, financial condition and results of operations would be adversely affected.

Additionally, our product shipment and manufacturing capacity may be similarly reduced or eliminated at one or more facilities due to the fact that the majority of our fabrication and assembly and test contractors are all located in the Pacific Rim region, principally in China, Taiwan, and Singapore. The risk of earthquakes in these geographies is significant due to the proximity of major earthquake fault lines, and Taiwan in particular is also subject to typhoons and other Pacific storms, and more recently, a drought impacting the water supply which chip manufacturers rely upon to fabricate chip products. Earthquakes, ~~wildfires and other fires~~fire, flooding, drought, or other natural disasters in Taiwan or the Pacific Rim region, or political unrest, war, labor strikes, work stoppages or public health crises, ~~such as the outbreak of COVID-19,~~ in countries where our contractors’ facilities are located could result in the disruption of our product shipments, foundry, assembly, or test capacity. If such disruption were to recur over a prolonged period, it could have a material impact on our revenues and our business. Any disruption resulting from similar events on a larger scale or over a prolonged period could cause significant delays in shipments of our products until we are able to resume such shipments, or shift our manufacturing, assembly, or test from the affected contractor to another third-party vendor, if needed. If such disruption were to recur over a prolonged period, it could have a material impact on our revenue and business. There can be no assurance that alternative capacity could be obtained on favorable terms, if at all.

We are subject to risks associated with our distributors’ product inventories and product sell-through. Should any of our distributors cease or be forced to stop distributing our products, our business would suffer.

We currently sell a significant portion of our products to customers through our distributors, who maintain their own inventories of our products. Sales to distributors accounted for approximately 4437%, 5044% and 4650% of our net revenue in the year ended December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively. Upon shipment of product to these distributors, title to the inventory transfers to the distributor and the distributor is invoiced, generally with 30 to 60 day terms. Distributor sales are also recognized upon shipment to the distributor and estimates of future pricing credits and/or stock rotation rights reduce revenue recognized to the net amount before the actual amounts are known. If our estimates of such credits and rights are materially understated it could cause subsequent adjustments that negatively impact our revenues and gross profits in a future period.

Table of Contents

If our distributors are unable to sell an adequate amount of their inventories of our products in a given quarter to manufacturers and end users or if they decide to decrease their inventories of our products for any reason, our sales through these distributors and our revenue may decline. In addition, if some distributors decide to purchase more of our products than are required to satisfy end customer demand in any particular quarter, inventories at these distributors would grow in that quarter. These distributors could then reduce future orders until inventory levels realign with end customer demand, which has in the past and could in the future adversely affect our product revenue.

Our reserve estimates with respect to the products stocked by our distributors are based principally on reports provided to us by our distributors, typically on a weekly basis. To the extent that this resale and channel inventory data is inaccurate or not received in a timely manner, we may not be able to make reserve estimates accurately or at all.

We rely on third parties to provide services and technology necessary for the operation of our business. ~~Any failure of one or more of our partners, vendors, suppliers or licensors to provide these services or technology could have a material adverse effect on our business.~~

We rely on third-party vendors to provide critical services, including, among other things, services related to accounting, billing, compliance, internal audit, human resources, payroll, stock administration, information technology, network development, network monitoring, in-licensing and intellectual property that we cannot or do not create or provide ourselves. We depend on these vendors to ensure that our corporate infrastructure will consistently meet our business requirements and legal obligations. The ability of these third-party vendors to successfully provide reliable and high quality services is subject to technical and operational uncertainties that are beyond our control. While we may be entitled to damages if our vendors fail to perform under their agreements with us, our agreements with these vendors limit the amount of damages we may receive. In addition, we do not know whether we will be able to collect on any award of damages or that these damages would be sufficient to cover the actual costs we would incur as a result of any vendor’s failure to perform under its agreement with us. Any failure of our corporate infrastructure could have a material adverse effect on our business, financial condition and results of operations. Upon expiration or termination of any of our agreements with third-party vendors, we may not be able to replace the services provided to us in a timely manner or on terms and conditions, including service levels and cost, that are favorable to us and a transition from one vendor to another vendor could subject us to operational delays and inefficiencies until the transition is complete.

Table of Contents

that our corporate infrastructure will consistently meet our business requirements and legal obligations. The ability of these third-party vendors to successfully provide reliable and high quality services is subject to technical and operational uncertainties that are beyond our control. While we may be entitled to damages if our vendors fail to perform under their agreements with us, our agreements with these vendors limit the amount of damages we may receive. In addition, we do not know whether we will be able to collect on any award of damages or that these damages would be sufficient to cover the actual costs we would incur as a result of any vendor’s failure to perform under its agreement with us. Any failure of our corporate infrastructure could have a material adverse effect on our business, financial condition and results of operations. Upon expiration or termination of any of our agreements with third-party vendors, we may not be able to replace the services provided to us in a timely manner or on terms and conditions, including service levels and cost, that are favorable to us and a transition from one vendor to another vendor could subject us to operational delays and inefficiencies until the transition is complete.

Additionally, we incorporate third-party technology into and with some of our products, and we may do so in future products. The operation of our products could be impaired if errors occur in the third-party technology we use, including as a result of information technology failures from cyber-attacks on or security breaches of third parties. It may be more difficult for us to correct any errors in a timely manner if at all because the development and maintenance of the technology is not within our control. There can be no assurance that these third parties will continue to make their technology, or improvements to the technology, available to us, or that they will continue to support and maintain their technology. Further, due to the limited number of vendors of some types of technology, it may be difficult to obtain new licenses or replace existing technology. Any impairment of the technology or our relationship with these third parties could have a material adverse effect on our business.

Risks Relating to Our Common Stock

Our share price may be volatile as a result of various factors.

The trading price of our common stock is highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. For example, in the year ended December 31, ~~2024~~2025, the trading price of our common stock ranged from a low of $118.0835 to a high of $2625.5973. These factors include those discussed in this “Risk Factors” section of this report and others such as:

•geopolitical changes impacting our business and markets, including with respect to China and Taiwan and the trade war between the United States and China;

•any developments related to our terminated merger with Silicon Motion;

•actual or anticipated fluctuations in our financial condition and operating results;

•overall conditions in the semiconductor market;

•addition or loss of significant customers;

•changes in laws or regulations applicable to our products, including export controls;

•geopolitical changes impacting our business and markets, including with respect to China and Taiwan and the change in the U.S. presidential administration;

•actual or anticipated changes in our growth rate relative to our competitors;

Table of Contents

•announcements of technological innovations by us or our competitors;

•announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, or capital commitments;

•departures of, and inability to attract, qualified key personnel;

•competition from existing products or new products that may emerge;

•issuance of new or updated research or reports by securities analysts;

•fluctuations in the valuation of companies perceived by investors to be comparable to us;

•disputes or other developments related to proprietary rights, including patents, litigation matters, and our ability to obtain intellectual property protection for our technologies;

•actions by institutional or activist stockholders;

Table of Contents

•acquisitions may not be accretive and may cause dilution to our earnings per share;

•announcement or expectation of additional financing efforts;

•repurchases of our common stock by us

•sales of our common stock by us or our stockholders; and

•general economic and market conditions, including the impacts from sanctions against Russia and the military conflicts in Ukraine and among Israel, Iran and Lebanon, increased inflationary pressures, and interest rate changes.

Furthermore, the stock markets have experienced extreme price and volume fluctuations that have affected the market prices of equity securities of many companies, including us. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political, and market conditions such as recessions, interest rate changes or international currency fluctuations, may negatively impact the market price of our common stock.

In the past, companies that have experienced volatility in the market price of their stock are attractive to momentum, hedge, day-trading, or activist investors who often shift funds into and out of stocks rapidly, exacerbating price fluctuations in either direction, and have also been subject to securities class action litigation. We may be the target of momentum, hedge, day-trading, or activist investors, and have been and may continue to be the target of securities class action litigation in the future. Stockholder activism or securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business. A proxy contest or other activist behaviors could have an adverse effect on us.

Even if a proxy contest or other activist efforts are not successful, the increased costs that we would bear and the distraction of our Board of Directors and senior management could negatively impact our business, although we cannot predict with certainty the extent of such negative impacts.

Our management team may use our available cash and cash equivalents in ways with which you may not agree or in ways which may not yield a return.

We use our cash and cash equivalents for general corporate purposes, including working capital and for repayment of outstanding long-term debt. We may also, in the future, use a portion of our assets to acquire other complementary businesses, products, services or technologies. Our management has considerable discretion in the application of our cash and cash equivalents, and resources, and you will not have the opportunity to assess whether these liquid assets are being used in a manner that you deem best to maximize your return. We may use our available cash and cash equivalents and resources for corporate purposes that do not increase our operating results or market value. In addition, in the future our cash and cash equivalents, and resources may be placed in investments that do not produce significant income or that may lose value.

Table of Contents

Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.

Provisions in our certificate of incorporation and bylaws, as amended and restated, may have the effect of delaying or preventing a change of control or changes in our management. These provisions provide for the following:

•authorize our Board of Directors to issue, without further action by the stockholders, up to 25,000,000 shares of undesignated preferred stock;

•require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;

•specify that special meetings of our stockholders can be called only by our Board of Directors, our Chairman of the Board of Directors, or our President;

•establish an advance notice procedure for stockholder approvals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our Board of Directors;

•establish that our Board of Directors is divided into three classes, Class I, Class II and Class III, with each class serving staggered terms;

Table of Contents

•provide that our directors may be removed only for cause;

•provide that vacancies on our Board of Directors may be filled only by a majority of directors then in office, even though less than a quorum;

•specify that no stockholder is permitted to cumulate votes at any election of directors; and

•require ~~super~~supermajority ~~majority~~ votes of the holders of our common stock to amend specified provisions of our charter documents.

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board of Directors, which is responsible for appointing the members of our management. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally restricts a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder.

We have adopted a stock repurchase program to repurchase shares of our common stock; however, failure to meet any expectations related to such stock repurchase programs could cause the market price of our common stock to decline.

Although our Board of Directors has authorized a stock repurchase program, any determination to execute stock repurchases will be subject to, among other things, our financial position and results of operations, available cash and cash flow, capital requirements, market and business conditions, stock price, acquisition opportunities and other factors, as well as our Board of Director’s continuing determination that the repurchase programs are in the best interests of our shareholders and is in compliance with all laws and agreements applicable to the repurchase programs. Our stock repurchase programs do not obligate us to acquire any common stock. If we fail to meet any expectations related to stock repurchases, the market price of our common stock could decline, and could have a material adverse impact on investor confidence. Additionally, price volatility of our common stock over a given period may cause the average price at which we repurchase our common stock to exceed the stock’s market price at a given point in time.

We may further increase or decrease the amount of repurchases of our common stock in the future. As part of the Inflation Reduction Act of 2022 signed into law in August 2022, the United States implemented a 1% excise tax on the value of certain stock repurchases (which is reduced by the value of stock issued) by publicly traded companies. For the year ended December 31, 2025, no excise tax is due as the value of our stock repurchases was fully offset by the value of our stock issuances. To the extent any future stock repurchases are not offset by stock issuances in a given year, this tax could increase the costs to us of any share repurchases, which could then reduce the number of shares we repurchase.

Table of Contents

If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our share price and trading volume could decline.

The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, our share price would likely decline. If one or more of these analysts cease coverage of us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

Future sales of our common stock in the public market could cause our share price to decline.

Sales of a substantial number of shares of our common stock in the public market, or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. As of December 31, ~~2024~~2025, we had approximately 8486.65 million shares of common stock outstanding.

All shares of our common stock are freely tradable without restrictions or further registration under the Securities Act unless held by our “affiliates,” as that term is defined under Rule 144 of the Securities Act.

Our Executive Incentive Bonus Plan permits the settlement of awards under the plan in the form of shares of our common stock. We have issued shares of our common stock to settle such bonus awards for our employees, including executives, for the 2014 to ~~2023~~2024 performance periods, and we intend to continue this practice in the foreseeable future, subject to availability of such shares under our stock plans. We issued 0.41 million shares of our common stock for the ~~2023~~2024 performance period in February ~~2024~~2025. If we issue additional shares of our common stock to settle bonus awards in the future, such shares may be freely sold in the public market immediately following the issuance of such shares, subject to the applicable conditions of Rule 144 and our insider trading policy, and the issuance of such shares may have a material adverse effect on our share price once they are issued.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any cash dividends on our common stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our Board of Directors. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

General Risk Factors

If we suffer losses to our facilities or distribution system due to catastrophe, our operations could be seriously harmed.

Our facilities and distribution system, and those of our third-party contractors, are subject to risk of catastrophic loss due to fire, flood, drought or other natural or man-made disasters. A number of our facilities and those of our contract manufacturers are located in areas with above average seismic activity and/or which have experienced more frequent, more extreme and less predictable weather conditions. For example, the risk of an earthquake in the Pacific Rim region, including Taiwan, or Southern California is significant due to the proximity of major earthquake fault lines, and Taiwan in particular is also subject to typhoons and other Pacific storms, and more recently, a drought impacting the water supply which chip manufacturers rely upon to fabricate chip products. We have experienced higher insurance costs and may experience a decrease in available coverage in such areas and an increased likelihood of damage, power outages and catastrophic loss to these facilities, which would likely disrupt our operations, delay production, shipments and revenue and result in significant expenses to repair or replace the facility. The majority of the factories we use for foundry, assembly and test, and warehousing services, are located in Asia, principally in China, Taiwan, and Singapore. Our corporate headquarters is located in Southern California. Our operations and financial condition could be seriously harmed in the event of a major earthquake, fire, flooding, drought, or other natural disasters in Taiwan or the Pacific Rim region, or political unrest, war, labor strikes, work stoppages or public health crises, or other natural or man-made disaster in countries where our contractors’ facilities are located. Such catastrophes could result in the disruption of our product shipments, foundry, assembly, or test capacity.

5049

Table of Contents

extreme and less predictable weather conditions. For example, the risk of an earthquake in the Pacific Rim region, including Taiwan, or Southern California is significant due to the proximity of major earthquake fault lines, and Taiwan in particular is also subject to typhoons and other Pacific storms, and drought impacting the water supply which chip manufacturers rely upon to fabricate chip products. Further, wildfire risks have increased in California and our offices and/or personnel could be impacted by damages, losses, power outages including safety shutoffs, and/or mandatory evacuations. We have experienced higher insurance costs and may experience a decrease in available coverage in such areas and an increased likelihood of damage, power outages and catastrophic loss to these facilities, which would likely disrupt our operations, delay production, shipments and revenue and result in significant expenses to repair or replace the facility. The majority of the factories we use for foundry, assembly and test, and warehousing services, are located in Asia, principally in China, Taiwan, South Korea, Malaysia, Singapore and Thailand. Our corporate headquarters is located in Southern California. Our operations and financial condition could be seriously harmed in the event of a major earthquake, fire, flooding, drought, or other natural disasters in Taiwan or the Pacific Rim region, or political unrest, war, labor strikes, work stoppages or public health crises, such as the outbreak of COVID-19, or other natural or man-made disaster in countries where our contractors’ facilities are located. Such catastrophes could result in the disruption of our product shipments, foundry, assembly, or test capacity.

We have recorded goodwill and other intangible assets in connection with business acquisitions. Goodwill and other acquired intangible assets could become impaired and adversely affect our future operating results.

We account for business acquisitions as business combinations under the acquisition method of accounting in accordance with accounting principles generally accepted in the United States. Under the acquisition method of accounting, the total purchase price is allocated to net tangible assets and identifiable intangible assets of acquired businesses based on their fair values as of the date of completion of the acquisition. The excess of the purchase price over those fair values is recorded as goodwill. Our acquisitions have resulted in the creation of goodwill and recording of a large amount of intangible assets based upon the application of the acquisition method of accounting. To the extent the value of goodwill or other intangible assets become impaired, we may be required to incur material charges relating to such impairment. We conduct our annual goodwill and indefinite-lived intangible asset impairment analysis on October 31 each year, or more frequently if we believe indicators of impairment exist. Our reported financial condition and results of operations reflect the balances and results of the acquired businesses but are not restated retroactively to reflect the historical financial position or results of operations of acquired businesses for periods prior to the acquisitions. As a result, comparisons of future results against prior period results will be more difficult for investors. In addition, there can be no guarantee that acquired intangible assets, particularly in-process research and development, will generate revenues or profits that we include in our forecast that is the basis for their fair values as of the acquisition date. Any such impairment charges relating to goodwill or other intangible assets could have a material impact on our operating results in future periods, and the announcement of a material impairment could have a material adverse effect on the trading price and trading volume of our common stock. As of December 31, ~~2024~~2025, our balance sheet reflected goodwill of $318.6 million and other intangible assets of $5548.09 million. Consequently, we could recognize material impairment charges in the future.

Unanticipated changes in our tax rates or unanticipated tax obligations could affect our future results.

We are subject to income taxes in the United States, Singapore and various other foreign jurisdictions. The amount of income taxes we pay is subject to our interpretation and application of tax laws in jurisdictions in which we file. Changes in current or future laws or regulations, the imposition of new or changed tax laws or regulations, including recently enacted U.S. federal tax legislation commonly referred to as the One Big Beautiful Bill Act, or the 2025 Tax Act, or new interpretations by taxing authorities or courts could affect our results of operations and lead to volatility with respect to tax expenses and liabilities from period to period. For example, ~~beginning in 2022,~~ the Tax Cuts and Jobs Act of 2017, or the 2017 Tax Act, eliminated the option to deduct research and development expenditures currently and requires taxpayers to capitalize and amortize them over five or fifteen years pursuant to Internal Revenue Code Section 174. This ~~has~~ increased our effective tax rate and our cash tax payable ~~since~~in ~~2022~~2023. IfThese ~~the~~rules ~~requirement~~under tothe ~~capitalize~~2017 ~~Section~~Tax ~~174~~Act ~~expenditures~~have isbeen ~~not~~extensively modified, itby ~~may~~the ~~impact~~2025 ~~our~~Tax ~~effective~~Act, ~~tax~~allowing ~~rate~~domestic research and ~~our~~development ~~cash~~expenditures ~~tax~~to ~~liability~~be expensed for ~~taxable~~tax years ~~during~~beginning ~~which~~on weor ~~are~~after ~~required~~January to1, ~~capitalize~~2025, ~~such~~with ~~expenditures.~~retroactive ~~The~~elections ~~CHIPS~~for ~~and~~such ~~Science~~expenditures ~~Act,~~paid or ~~CHIPS~~incurred ~~Act,~~in ~~enacted~~the ontwo ~~August~~prior 9,years. ~~2022~~Further, ~~provides~~as a ~~tax~~United ~~credit~~States todomiciled ~~semiconductor~~company, ~~manufacturing~~the ~~activities~~income ~~within~~from ~~the~~our ~~United~~foreign ~~States.~~subsidiaries ~~Because~~is wesubject ~~currently~~to ~~outsource~~the ~~our~~U.S. ~~manufacturing,~~tax weprovisions dounder ~~not~~Internal ~~expect~~Revenue toCode beSection ~~entitled~~951A, towhich, ~~such~~as ~~tax~~amended ~~incentives.~~by ~~Further,~~ the ~~Inflation~~2025 ~~Reduction~~Tax Act, orgenerally ~~IRA,~~requires ~~enacted~~that onnet ~~August~~CFC ~~16,~~tested ~~2022,~~income ~~imposes~~(formerly areferred 1%to ~~non~~as global intangible low-~~deductible~~taxed ~~excise~~income, ~~tax~~or onGILTI) ~~repurchases~~be ofincluded ~~stock~~in ~~that~~the ~~are~~taxable ~~made~~income byof U.S. ~~publicly~~entities. ~~traded~~For ~~corporations~~tax onyears orbeginning after ~~January~~December 131, ~~2023.~~2025, ~~The~~under ~~IRA~~the ~~also~~2025 ~~imposes~~Tax aAct, ~~15%~~the ~~alternative~~effective ~~minimum~~ tax rate on ~~corporations~~such ~~with an average of at least $1 billion of adjusted financial statement~~ income ~~over~~will ~~a three-year period~~increase. The application of tax laws and related regulations is subject to legal and factual interpretation, judgment and uncertainty. We cannot determine whether any legislative proposals may be enacted into law or what, if any, changes may be made to such proposals prior to their being enacted into law. If U.S. or international tax laws change in a manner that increases our tax obligation, it could result in a material adverse impact on our results of operations and our financial position.

51In addition, many countries are implementing legislation and other guidance to align their international tax rules with the Organisation for Economic Co-operation and Development’s, or OECD, Base Erosion and Profit Shifting recommendations and action plan that aim to standardize and modernize global corporate tax policy, including changes to cross-border tax, transfer pricing documentation rules, and nexus-based tax incentive practices. The OECD is also continuing discussions surrounding fundamental changes in allocation of profits among tax jurisdictions in which companies do business, as well as the implementation of a global minimum tax (namely the “Pillar One” and “Pillar Two” proposals). The European Union and other countries (including those in which we operate) have enacted or committed to enact Pillar Two into their domestic laws, which may adversely impact our provision for income taxes, existing tax incentives, net income and cash flows. As a result of this heightened scrutiny, prior decisions by tax authorities regarding treatments and positions of corporate income taxes could be subject to enforcement activities, and legislative investigation and inquiry, which could also result in changes in tax policies or prior tax rulings. However, on June 28, 2025, the G7 released a joint statement that it had reached an understanding with the United States for a proposed side-by-side system based on certain accepted principles, including that U.S.-parented groups, such as ours, would be exempt from certain provisions of Pillar Two. On January 5, 2026, a political and technical agreement was announced outlining administrative guidance for the “side-by-side agreement.”

Table of Contents

InAny ~~addition,~~further ~~many~~developments ~~countries~~or are implementing legislation and other guidance to align their international tax rules with the Organisation for Economic Co-operation and Development’s (“OECD”) Base Erosion and Profit Shifting recommendations and action plan that aim to standardize and modernize global corporate tax policy, including changes toin ~~cross-border tax, transfer pricing documentation rules, and nexus-based tax incentive practices~~U.S. ~~The~~federal ~~OECD~~or ~~is also continuing discussions surrounding fundamental changes in allocation of profits among tax jurisdictions in which companies do business~~state, asor ~~well~~international ~~as the implementation of a global minimum~~ tax ~~(namely the “Pillar One” and “Pillar Two” proposals). Some countries intend to implement~~ laws ~~based~~or ontax ~~Pillar~~rulings ~~Two~~could ~~proposals, which may~~ adversely ~~impact~~affect our ~~provision~~effective ~~for income taxes, net income and cash flows. As a result of this heightened scrutiny, prior decisions by~~ tax ~~authorities~~rate ~~regarding treatments~~ and ~~positions~~our ofoperating ~~corporate income taxes could be subject to enforcement activities, and legislative investigation and inquiry, which could also result in changes in tax policies or prior tax rulings~~results. Any such changes may also result in the taxes we previously paid being subject to change.

Our income tax provision is subject to volatility and our ability to use our deferred tax assets to offset future taxable income may be limited, which may adversely impact our future effective tax rate and operating results.

Excess tax benefits associated with employee stock-based compensation are included in income tax expense. However, since the amount of such excess tax benefits and deficiencies depend on the fair market value of our common stock, our income tax provision is subject to volatility in our stock price and in the future, could unfavorably affect our future effective tax rate.

Our future effective tax rate could be unfavorably affected by unanticipated changes in the valuation of our deferred tax assets and liabilities, and the ultimate use and depletion of these various tax credits and net operating loss carryforwards. Changes in our effective tax rate could have a material adverse impact on our results of operations. We record a valuation allowance to reduce our net deferred tax assets to the amount that we believe is more likely than not to be realized. In making such determination, we consider all available positive and negative evidence quarterly, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. To the extent we believe it is more likely than not that some portion of our deferred tax assets will not be realized, we record a valuation allowance against the deferred tax asset. Realization of our deferred tax assets is dependent primarily upon future taxable income in the applicable jurisdiction. On a periodic basis we evaluate our deferred tax assets for realizability. ~~During the quarter ended December 31, 2024, we recorded a full valuation allowance against our Singapore deferred tax assets.~~ Based upon our review of all positive and negative evidence, as of December 31, ~~2024~~2025, we continue to have a valuation allowance on state deferred tax assets, certain federal deferred tax assets, and certain foreign deferred tax assets in jurisdictions where we have cumulative losses or otherwise are not expected to utilize certain tax attributes. The impact of releasing some or all of such valuation allowance in a future period could be material in the period in which such release occurs. Additionally, the amount of the deferred tax asset considered realizable, however, could be adjusted in the subsequent periods if estimates of future taxable income are reduced or if objective negative evidence in the form of cumulative losses is present. Any future changes in the deferred tax asset realizability assertion may require a valuation allowance to reduce our deferred tax assets, which would increase our tax expense in the period the allowance is recognized and affect our results of operations.

Our corporate income tax liability could materially increase if tax incentives we have negotiated in Singapore cease to be effective or applicable or if we are challenged on our use of such incentives.

We operate under certain favorable tax incentives in Singapore which are effective through March 2027, and generally are dependent on our meeting certain headcount and investment thresholds. Such incentives allow certain qualifying income earned in Singapore to be taxed at reduced rates and are conditional upon our meeting certain employment and investment thresholds over time. If we fail to satisfy the conditions for receipt of these tax incentives, or to the extent U.S. or other tax authorities challenge our operation under these favorable tax incentive programs or our intercompany transfer pricing agreements, our taxable income could be taxed at higher federal or foreign statutory rates and our income tax liability and expense could materially increase beyond our projections. Each of our Singapore tax incentives is separate and distinct from the others, and may be granted, withheld, extended, modified, truncated, complied with or terminated independently without any effect on the other incentives. Absent these tax incentives, our corporate income tax rate in Singapore would generally be the 17% statutory tax rate. We are also subject to operating and other compliance requirements to maintain our favorable tax incentives. If we fail to comply with such requirements, we could lose the tax benefits and could possibly be required to refund previously realized material tax benefits. Additionally, in the future, we may fail to qualify for renewal of our favorable tax incentives or such incentives may not be available to us, which could also cause our future taxable income to increase and be taxed at higher statutory rates. Loss of one more of our tax incentives could cause us to modify our tax strategies and our operational structure, which could cause disruption in our business and have a material adverse impact on our results of operations. Further, there can be no guarantee that such modification in our tax strategy will yield tax incentives as favorable as those we have negotiated with Singapore. Our interpretations and conclusions regarding the tax incentives are not binding on any taxing authority, and if our assumptions about tax and other laws are incorrect or if these tax incentives are substantially modified or rescinded, we could suffer material adverse tax and other financial consequences, which would increase our expenses, reduce our profitability and adversely affect our cash flows. Our tax incentives could also be adversely impacted if the global minimum tax provisions (Pillar Two) are adopted in a country in which we have an existing tax incentive.

52The One Big Beautiful Bill Act of 2025, or the 2025 Tax Act, was signed into law on July 4, 2025. The 2025 Tax Act makes changes to the U.S. corporate income tax including reinstating the option to claim 100% accelerated depreciation deductions on qualified property, with retroactive application beginning January 20, 2025 and immediate expensing of domestic research and development costs, with retroactive application beginning January 1, 2025. The enactment of the legislation did not have a material impact on our income tax rate during the year ended December 31, 2025 and is not expected to have a material impact on our income tax rate in future years.

Table of Contents

any taxing authority, and if our assumptions about tax and other laws are incorrect or if these tax incentives are substantially modified or rescinded we could suffer material adverse tax and other financial consequences, which would increase our expenses, reduce our profitability and adversely affect our cash flows.

Investor confidence may be adversely impacted if we are unable to comply with Section 404 of the Sarbanes-Oxley Act of 2002, and as a result, our stock price could decline.

We are subject to rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley Act, which require us to include in our Annual Report on Form 10-K our management’s report on, and assessment of the effectiveness of, our internal controls over financial reporting.

If we fail to maintain the adequacy of our internal controls, there is a risk that we will not comply with all of the requirements imposed by Section 404. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. Any of these possible outcomes could result in an adverse reaction in the financial marketplace due to a loss of investor confidence in the reliability of our consolidated financial statements and could result in investigations or sanctions by the SEC, the Nasdaq Stock Market LLC, or Nasdaq, or other regulatory authorities or in stockholder litigation. Any of these factors ultimately could harm our business and could negatively impact the market price of our securities. Ineffective control over financial reporting could also cause investors to lose confidence in our reported financial information, which could adversely affect the trading price of our common stock.

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. However, our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Risk Management and Strategy

We have established policies and processes for assessing, identifying, and managing material risk from cybersecurity threats, and have integrated these processes into our overall risk management systems and processes. We routinely assess material risks from cybersecurity threats, including any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein.

We conduct quarterly risk assessments to identify cybersecurity threats. These risk assessments include identifying reasonably foreseeable potential internal and external risks, the likelihood of occurrence and any potential damage that could result from such risks, and the sufficiency of existing policies, procedures, systems, controls, and other safeguards in place to manage such risks. As part of our risk management process, we may engage third party experts to help identify and assess risks from cybersecurity threats. Our risk management process also encompasses cybersecurity risks associated with our use of third-party service providers. This process involves evaluating their infrastructure security policies and controls to ensure high levels of code quality. Following these risk assessments, we design, implement, and maintain reasonable safeguards to minimize the identified risks; reasonably address any identified gaps in existing safeguards; update existing safeguards as necessary; and monitor the effectiveness of our safeguards. We follow the Critical Security Controls, or CIS, guidance to defend our systems and networks against the most prevalent cyber-attacks. We have allocated adequate resources and have designated executives and IT management personnel to manage the cybersecurity risk assessment and mitigation process. We track quarterly Risk Register scores, which are derived from assessments of impact and likelihood, and monitor adoption rates of CIS controls to gauge our progress. These metrics are systematically tracked and reported to the board on a quarterly basis. As part of our overall risk management program, we regularly provide required training to employees at all levels and in all departments on cybersecurity.

53Our Cyber Security Operations Control center integrates feeds from all key areas of our infrastructure (email, network, endpoint, identity, firewall) into a centralized security information event management, or SIEM, system. This system is integrated with our Incident Response Plan, or IRP, which provides a process for responding to different types of cybersecurity incidents and designates responsibilities and actions to be taken in responding to such incidents. The IRP aims to eradicate

Table of Contents

Our Cyber Security Operations Control center integrates feeds from all key areas of our infrastructure (email, network, endpoint, identity, firewall) into a centralized security information event management, or SIEM, system. This system is integrated with our Incident Response Plan, or IRP, which provides a process for responding to different types of cybersecurity incidents and designates responsibilities and actions to be taken in responding to such incidents. The IRP aims to eradicate problems as quickly as possible, while gathering actionable intelligence, restoring business functions, improving detection, and preventing reoccurrence. It includes guidelines for determining incident type, severity, roles and responsibilities, and escalation points.

Furthermore, we perform regular third-party security penetration testing and cyber tabletop exercises with key stakeholders to simulate responding to a hypothetical cybersecurity incident.

We contract with third-party security monitoring services, performing active, automated searches of indexed darknet databases. Additionally, we perform quarterly vulnerability scans against our network infrastructure and systems exposed to the Internet. The Company also participates in a cybersecurity risk insurance policy.

The Company also participates in a cybersecurity risk insurance policy.

For additional information regarding whether any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition, please refer to Item 1A, “Risk Factors,” in this annual report on Form 10-K , including the risk factors entitled “We have been and may in the future be subject to information technology failures, including security breaches, cyber-attacks, design defects or system failures, that could disrupt our operations, damage our reputation and adversely affect our business, operations, and financial results,” “We are subject to governmental laws, regulations and other legal obligations related to privacy, data protection, and cybersecurity,” and “We face risks related to security vulnerabilities in our products.”

Governance

One of the key functions of our Board of Directors is informed oversight of our risk management process, including risks from cybersecurity threats. Our Board of Directors is responsible for monitoring and assessing strategic risk exposure, and our executive officers are responsible for the day-to-day management of the material risks we face. Members of the Cybersecurity Committee are appointed by, and serve at the discretion of, the Board. The Cybersecurity Committee consists of at least three members of the Board, all of whom are independent. Each member has a working familiarity and/or experience with cybersecurity, IT strategy, IT development and deployment, or IT risk assessment and management, including information security management.

Our executives and IT management and the Cybersecurity Committee are primarily responsible to assess and manage material risks from cybersecurity threats. Our executives and IT management and the Cybersecurity Committee oversee key cybersecurity policies and processes, including those described in “Risk Management and Strategy” above. Our executives and IT management and the Cybersecurity Committee are informed about policies and processes to monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents. Our cybersecurity risk management is overseen by a senior IT executive with ten years of cybersecurity experience, which includes both Fortune 500 and large semiconductor companies, and thirty-five years of experience in various technology domains, such as IT Infrastructure, Cloud, Cybersecurity, and Application Development.

Our executives and IT management and representatives from the Cybersecurity Committee provide quarterly briefings to the Audit Committee of the Board regarding our company’s cybersecurity risks and activities, including but not limited to any recent cybersecurity incidents and related responses, and any cybersecurity systems testing. The Audit Committee provides regular updates to the Board on relevant information regarding cybersecurity. In addition, our executives and IT management and representatives from the Cybersecurity Committee provide annual briefings to the Board on cybersecurity risks, related mitigation, and other related responses and activities.

Breaches

The Company has not experienced any material cybersecurity breach in the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023. The Company also has not incurred any net expenses from penalties and/or settlements from any material cybersecurity breaches during the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023.

Table of Contents

ITEM 2. PROPERTIES

Our corporate headquarters occupy approximately 68,000 square feet in Carlsbad, California under a lease that expires in December 2029. A full range of business and engineering functions are represented at our corporate headquarters, including a laboratory for research and development and manufacturing operations. In addition to our principal office spaces in Carlsbad, we have active leased facilities in Irvine, California; San Jose, California; ~~Burnaby, Canada;~~ Bangalore ~~and Chennai,~~ India; Singapore; Taipei and Hsinchu, ~~Taiwan; Shenzhen, Shanghai, China; Seoul, South Korea; Tokyo, Japan; Paterna, Spain; Munich, Germany; and in Petah Tikva, Israel.~~

5553

Table of Contents

Taiwan; Shenzhen, Shanghai, China; Seoul, South Korea; Tokyo, Japan; Paterna, Spain; Munich, Germany; and in Petah Tikva, Israel.

ITEM 3. LEGAL PROCEEDINGS

Dispute with Silicon Motion

As previously disclosed, on July 26, 2023, MaxLinear terminated the Merger Agreement on multiple grounds. On August 16, 2023, Silicon Motion delivered to MaxLinear a notice, which Silicon Motion publicly disclosed, that it was purporting to terminate the Merger Agreement and that Silicon Motion would be commencing an arbitration before the Singapore International Arbitration Centre to seek damages from MaxLinear arising from MaxLinear’s alleged breaches of the Merger Agreement. Silicon Motion’s position is that MaxLinear’s Willful and Material Breaches (as such term is defined in the Merger Agreement) of the Merger Agreement prevented the Merger from being completed by August 7, 2023, and that MaxLinear is consequently liable for substantial monetary damages in excess of the termination fee as provided in the Merger Agreement.

On October 5, 2023, Silicon Motion filed a Notice of Arbitration with the Singapore International Arbitration Centre alleging that MaxLinear breached the Merger Agreement. Silicon Motion seeks payment of the termination fee, additional damages, fees, and costs. The arbitration ~~will~~is be confidential.

MaxLinear believes that it properly terminated the Merger Agreement. MaxLinear remains confident in its decision and will vigorously defend its right to terminate the Silicon Motion transaction without penalty.

Silicon Motion Stockholder Litigation

MaxLinear and certain of its officers have been named as defendants in two lawsuits brought by stockholders of Silicon Motion.

On August 31, 2023, a Silicon Motion stockholder filed a putative class action complaint in the United States District Court for the Southern District of California captioned Water Island Event-Driven Fund v. MaxLinear, Inc., No. 23-cv-01607 (S.D. Cal.), against MaxLinear and certain of its current officers. The complaint included two claims: (1) an alleged violation of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder; and (2) an alleged violation of Section 20(a) of the Exchange Act. On December 20, 2023, the court appointed the lead plaintiffs, who filed the Consolidated Complaint on February 15, 2024. The Consolidated Complaint alleged that the defendants made false and misleading statements and/or omitted material facts that MaxLinear had a duty to disclose, concerning the Company’s intention to close the merger with Silicon Motion. On August 28, 2024, the court granted the defendants a motion to dismiss holding that the plaintiffs lacked standing to sue MaxLinear and its officers. The case was dismissed without prejudice.

On September 18, 2024, the plaintiffs filed an Amended Consolidated Complaint, or the Amended Complaint. The Amended Complaint includes the same two claims as alleged in the Consolidated Complaint and makes similar factual allegations against the MaxLinear defendants, but ~~adds~~added Silicon Motion and certain of its officers as additional defendants. ~~The~~On ~~Amended~~July ~~Complaint seeks compensatory damages~~15, ~~including interest~~2025, ~~costs and expenses and such other relief that~~ the court ~~deems~~dismissed ~~appropriate.~~the OnAmended ~~November 25~~Complaint, ~~2024,~~“with ~~the~~prejudice”. ~~MaxLinear~~The ~~defendants~~plaintiffs ~~filed~~cannot aamend ~~motion to dismiss~~ the Amended Complaint. ~~MaxLinear intends to continue to vigorously defend its position.~~

On ~~June~~August 138, ~~2024~~2025, ~~HBK~~the ~~Master~~plaintiffs ~~Fund~~filed ~~L.P.~~a ~~and~~Notice ~~HBK Merger Strategies Master Fund L.P., stockholders~~ of ~~Silicon~~Appeal ~~Motion~~to (the ~~“HBK Plaintiffs”), filed an additional complaint in the~~ United States ~~District~~ Court ~~for the Southern District~~ of ~~California~~Appeals ~~captioned~~for ~~HBK~~the ~~Master~~Ninth ~~Fund L~~Circuit.P. v.On ~~MaxLinear,~~November ~~Inc.~~6, ~~No. 24-cv-01033 (S.D. Cal.)~~2025, ~~against MaxLinear and certain of its current officers, which also alleges violations of Section 10(b) of~~ the ~~Exchange~~plaintiffs ~~Act~~filed ~~and Rule 10b-5 promulgated thereunder, and Section 20(a) of the Exchange Act, and other violations. The complaint alleges that the defendants concealed~~ their ~~intention~~opening tobrief ~~terminate~~with the ~~merger~~Court ~~with~~of ~~Silicon Motion from Silicon Motion’s shareholders. The complaint seeks compensatory damages~~Appeals, ~~including interest, costs~~ and ~~expenses,~~on ~~punitive damages, and such other equitable or injunctive relief that the court deems appropriate. On~~ January 222, ~~2025~~2026, ~~the court granted the defendants a motion to dismiss holding that the plaintiffs lacked standing to sue~~ MaxLinear ~~and~~filed its ~~officers.~~answering ~~The~~brief ~~case~~with ~~was~~the ~~dismissed~~Court ~~without~~of ~~prejudice~~Appeals.

On ~~January~~June 1713, ~~2025~~2024, HBK Master Fund L.P. and HBK Merger Strategies Master Fund L.P., stockholders of Silicon Motion, or collectively, the HBK Plaintiffs, filed an ~~amended~~additional complaint in the United States District Court for the Southern District of California captioned HBK Master Fund L.P. v. MaxLinear, ~~including~~Inc., No. 24-cv-01033 (S.D. Cal.), against MaxLinear and certain of its current officers, which also alleges violations of Section 10(b) of the ~~same~~Exchange ~~two~~Act ~~claims~~and asRule ~~alleged~~10b-5 ~~previously~~promulgated ~~with~~thereunder, ~~similar~~and ~~factual~~Section ~~allegations~~20(a) of the Exchange Act, and other violations. The ~~amended~~complaint alleges that the defendants concealed their intention to terminate the merger with Silicon Motion from Silicon Motion’s shareholders. The complaint seeks compensatory damages, including interest, costs and expenses, punitive damages, and such other equitable or injunctive relief that the court deems appropriate. ~~MaxLinear~~On ~~intends~~January 2, 2025, the court granted the defendants a motion to ~~continue~~dismiss holding that the plaintiffs lacked standing to ~~vigorously~~sue ~~defend~~MaxLinear and its ~~position~~officers. The case was dismissed without prejudice.

5654

Table of Contents

On January 17, 2025, the HBK Plaintiffs filed an amended complaint, including the same two claims as alleged previously with similar factual allegations. The amended complaint seeks compensatory damages, including interest, costs and expenses, punitive damages, and such other relief that the court deems appropriate. On February 18, 2025, the MaxLinear defendants filed a motion to dismiss this amended complaint. On September 17, 2025, the court dismissed all but one claim under the plaintiffs amended complaint. MaxLinear intends to continue to vigorously defend its position.

MaxLinear Stockholder Litigation

On February 12, 2025, the plaintiff, Joshua M. Steffens, brought a shareholder derivative action on behalf of MaxLinear in the United States District Court for the Southern District of California, against current and former members of MaxLinear's Board of Directors and certain of its executive officers. The complaint alleges breach of fiduciary duties and violation of federal securities laws. This is a follow-on derivative lawsuit alleging that the defendants concealed their intention to terminate the merger with Silicon Motion, leading to the filing of the Silicon Motion stockholder lawsuits referenced above, thereby causing harm to MaxLinear. The complaint seeks money damages, directing the individual defendants to account for all damages caused by them and all profits, special benefits and unjust enrichment they have obtained as a result of their unlawful conduct, including all salaries, bonuses, fees, stock award, options and common stock sale proceeds, and imposing a constructive trust thereon, punitive damages, costs and expenses, and such other relief that the court deems appropriate. This matter is stayed pending resolution of the Silicon Motion stockholder lawsuits referenced above.

Comcast Litigation

On December 1, 2023, MaxLinear filed claims against Comcast Management, LLC and Comcast Cable Communications, LLC, (or together, “Comcast”), in the United States District Court for the Southern District of New York. MaxLinear alleges that in 2020, MaxLinear shared its proprietary design and know-how for a full-duplex, or FDX, amplifier with Comcast in the hope of securing future business with Comcast. MaxLinear shared its design and know-how on several occasions, all pursuant to a non-disclosure agreement between MaxLinear and Comcast, with the expectation that Comcast would keep the information confidential. MaxLinear alleges that Comcast needed this technology in order to effectively compete with fiber-optic internet providers. Instead of engaging MaxLinear to develop the FDX amplifier, Comcast allegedly shared MaxLinear’s proprietary designs with MaxLinear’s direct competitor. Comcast allegedly then worked with MaxLinear’s competitor to develop the FDX-amplifier technology. MaxLinear brought claims for trade secret misappropriation, unfair competition, and breach of the parties’ non-disclosure agreement, and it sought an unspecified amount of compensatory damages, punitive damages, pre-judgment and post-judgment interest, costs, expenses, and attorney fees as well as an injunction against Comcast’s use or disclosure of MaxLinear’s trade secrets.

On March 19, 2024, Comcast amended its claims for declaratory judgments, indemnification, and breach of the implied covenant of good faith and fair dealing, and on April 3, 2024, MaxLinear moved to dismiss all claims against it. On September 19, 2024, the court granted the motion to dismiss with respect to certain claims for declaratory judgment claim and denied the motion to dismiss with respect to the remaining claims. On September 23, 2024, Comcast filed amended claims for declaratory judgment, indemnification, and breach of the implied covenant of good faith and fair dealing, and on October 14, 2024, MaxLinear amended and refiled its trade secret and related claims. MaxLinear intends to continue to vigorously prosecute its claim and defend its position.

Dish Litigation

On February 10, 2023, Entropic Communications, LLC, or Entropic filed claims for patent infringement against Dish Network Corporation, Dish Network LLC, Dish Network Service, LLC, and Dish Network California Service Corporation in the United States District Court for the Central District of California. At that time, MaxLinear was not a party to the action. On September 21, 2023, Dish Network California Service Corporation, or Dish California, filed four counterclaims against MaxLinear. The four claims are declaratory judgment, breach of contract, fraud and negligent misrepresentation, and civil conspiracy.

On January 31, 2024, the Dish defendants, together with DISH Technologies L.L.C., or collectively, Dish, filed eight counterclaims (amended counterclaims for Dish California) against MaxLinear. The eight counterclaims are (1) breach of contract, (2) fraud and negligent misrepresentation, (3) fraud arising from a civil conspiracy, (4) quasi-contract for restitution/unjust enrichment, (5) combination in restraint of trade, (6) violation of the Cartwright Act (by Dish California only), (7) patent misuse, and (8) violation of Cal. Bus. & Prof. Code § 17200 et seq. Dish’s eight counterclaims revolve around a core allegation that MaxLinear is a member of the Multimedia over Coax Alliance (MoCA) and that MaxLinear violated its obligation under MoCA’s Intellectual Property Rights Policy, or IPR Policy, by acting with Entropic to rid the asserted patents of the RAND encumbrances. Dish seeks an unspecified amount of compensatory damages, disgorgement, attorneys’ fees, experts’ fees, and costs. On February 21, 2024, MaxLinear moved to dismiss the Dish defendants’ counterclaim.55

OnTable April 22, 2024, a Special Master issued a report and recommendation, or the R&R, which recommended granting the motion to dismiss with prejudice as to the following counterclaims: (1) quasi-contract for restitution/unjust enrichment, (2) combination in restraint of trade, (3) violation of the Cartwright Act, (4) patent misuse, and (5) violation of Cal. Bus. & Prof. Code § 17200. MaxLinear submitted objections to the R&R as to the remaining claims that were not dismissed. Dish submitted objections to the R&R’s recommended dismissal of the quasi-contract for restitution/unjust enrichment counterclaim. The court has not yet issued any ruling regarding the R&R or MaxLinear’s pending motion to dismiss. Contents

On ~~July~~January 3031, 2024, ~~this~~the ~~case~~Dish ~~was~~defendants, ~~stayed~~together ~~until~~with ~~September~~DISH 17Technologies L.L.C., ~~2024~~or collectively, Dish, filed eight counterclaims (amended counterclaims for Dish California) against MaxLinear. ~~There~~The ~~was~~eight counterclaims were (1) breach of contract, (2) fraud and negligent misrepresentation, (3) fraud arising from a ~~motion~~civil toconspiracy, ~~stay~~(4) ~~this~~quasi-contract ~~case~~for ~~pending~~restitution/unjust ~~resolution~~enrichment, (5) combination in restraint of ~~Inter~~trade, ~~Partes~~(6) ~~Review~~violation of the Cartwright Act (~~“IPR”~~by Dish California only), (7) patent misuse, and (8) violation of Cal. Bus. & Prof. Code § 17200 et seq. Dish’s eight counterclaims revolve around a core allegation that MaxLinear ~~intends~~is toa ~~continue~~member toof ~~vigorously~~the ~~defend~~Multimedia over Coax Alliance (MoCA) and that MaxLinear violated its ~~position~~obligation under MoCA’s Intellectual Property Rights Policy, or IPR Policy, by acting with Entropic to rid the asserted patents of the RAND encumbrances. Dish seeks an unspecified amount of compensatory damages, disgorgement, attorneys’ fees, experts’ fees, and costs.

On February 14, 2025, the court dismissed with prejudice six of the eight counterclaims against MaxLinear, as follows: (1) fraud arising from a civil conspiracy, (2) quasi-contract for restitution/unjust enrichment, (3) combination in restraint of trade, (4) violation of the Cartwright Act (by Dish California only), (5) patent misuse, and (6) violation of Cal. Bus. & Prof. Code § 17200 et seq.

MaxLinear intends to continue to vigorously defend its position against Dish’s remaining two counterclaims.

Cox Litigations

On February 10, 2023, Entropic sued Cox Communications, Inc., CoxCom, LLC, and Cox Communications California, LLC, or together, Cox, in two separate actions in the United States District Court for the Central District of California. On October 6, 2023, Cox filed counterclaims against MaxLinear in each of the two actions.

In the first action, Cox alleges that when MaxLinear assigned certain patents to Entropic, MaxLinear violated its obligations under MoCA’s IPR Policy by assigning these patents and by allegedly failing to ensure that Cox would be offered a FRAND license for these patents. Cox amended its counterclaims on January 9, 2024 asserted claims of breach of contract, unjust enrichment, and declaratory judgment against MaxLinear. Cox seeks an unspecified amount of compensatory damages, equitable relief, attorneys’ fees, expenses, and costs. MaxLinear moved to dismiss Cox’s amended counterclaims on February 6, 2024.

57On February 14, 2025, the court dismissed with prejudice the unjust enrichment counterclaim against MaxLinear.

Table of Contents

FRAND license for these patents. Cox amended its counterclaims on January 9, 2024 and is asserting claims of breach of contract, unjust enrichment, and declaratory judgment against MaxLinear. Cox seeks an unspecified amount of compensatory damages, equitable relief, attorneys’ fees, expenses, and costs. MaxLinear moved to dismiss Cox’s amended counterclaims on February 6, 2024.

On April 22, 2024, a Special Master issued the R&R, which recommended granting the motion to dismiss with prejudice as to the unjust enrichment counterclaim but denying the motion as to the breach of contract and declaratory judgment counterclaims. MaxLinear submitted objections to the R&R’s denial-in-part. Cox submitted objections to the R&R as to the unjust enrichment counterclaim and as to certain findings related to the breach of contract counterclaim. The court has not yet issued any ruling regarding the R&R or MaxLinear’s pending motion to dismiss.

In the second action, in response to Entropic suing Cox for patent infringement, Cox filed counterclaims against MaxLinear. Cox alleges that MaxLinear granted CableLabs a non-exclusive, royalty-free license to all patents essential for compliance with DOCSIS specifications. It further alleges that MaxLinear breached this agreement when MaxLinear assigned certain patents to Entropic. Cox amended its counterclaims on January 9, 2024 and is asserting claims for breach of contract, unjust enrichment, and declaratory judgment. Cox seeks an unspecified amount of compensatory damages, equitable relief, attorneys’ fees, expenses, and costs. MaxLinear moved to dismiss Cox’s amended counterclaims on February 6, 2024.

On ~~April~~February 2214, ~~2024~~2025, ~~a Special Master issued~~ the ~~R&R,~~court ~~which~~dismissed ~~recommended dismissing all Cox counterclaims~~ with prejudice. ~~Cox~~all ~~submitted objections to~~ the ~~R&R~~counterclaims asagainst ~~to the unjust enrichment counterclaim. The court has not yet issued any ruling regarding the R&R or~~ MaxLinear’s ~~pending~~in ~~motion~~this ~~to dismiss~~matter.

~~On July 30, 2024, these cases were stayed until September 17, 2024. There was a motion to stay pending resolution of IPR.~~ MaxLinear intends to continue to vigorously defend its position against Cox’s remaining two counterclaims.

DIRECTV Litigation

On November 7, 2023, Entropic filed an amended complaint against DIRECTV, LLC, AT&T, Inc., AT&T Services, Inc., and AT&T Communications, LLC, in the Central District of California, for infringement of twelve patents. DIRECTV, LLC, or DIRECTV, filed its answer to the amended complaint on March 28, 2025. DIRECTV’s answer asserted five counterclaims against MaxLinear. The counterclaims against MaxLinear include two separate breach of contract claims, failure to negotiate in good faith, and declaratory judgment that MaxLinear’s transfer of patents to Entropic was void. MaxLinear intends to vigorously defend its position against these counterclaims.

* * *

The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. As of December 31, ~~2024~~2025, no material loss contingencies have been accrued for litigation and other legal claims in our consolidated financial statements, since our management currently does not believe that the ultimate outcome of any of the matters described above is probable. An unfavorable outcome of these matters may be reasonably possible in excess of recorded amounts; however, a reasonable estimate of the amount or range of such loss cannot be made at this time.

Table of Contents

Other Matters

From time to time, we are subject to threats of litigation or actual litigation in the ordinary course of business as described above, some of which may be material. Results of litigation and claims are inherently unpredictable. Regardless of the outcome, litigation and claims can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

5857

Table of Contents

PART II — FINANCIAL INFORMATION

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information and Holders

Our common stock is traded on the Nasdaq Stock Market LLC, or the Nasdaq, under the symbol MXL.

According to our transfer agent, as of January 22, ~~2025~~2026, there were 5245 record holders of our common stock. We believe we have approximately 3234,000 beneficial holders of our common stock.

Dividend Policy

We have never declared or paid cash dividends on our common stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our Board of Directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our Board of Directors may deem relevant.

Stock Performance Graph

Notwithstanding any statement to the contrary in any of our previous or future filings with the SEC, the following information relating to the price performance of our common stock shall not be deemed “filed” with the SEC or “Soliciting Material” under the Exchange Act, or subject to Regulation 14A or 14C, or to liabilities of Section 18 of the Exchange Act except to the extent we specifically request that such information be treated as soliciting material or to the extent we specifically incorporate this information by reference.

The graph below compares the cumulative total stockholder return on our common stock with the cumulative total return on The Nasdaq Composite Index, The NYSE Composite Index and The Philadelphia Semiconductor Index. The period shown commences on December 31, ~~2019~~2020 and ends on December 31, ~~2024~~2025, the end of our last fiscal year. The graph assumes an investment of $100 on December 31, ~~2019~~2020, and the reinvestment of any dividends.

The comparisons in the graph below are required by the Securities and Exchange Commission and are not intended to forecast or be indicative of possible future performance of our common stock.

5958

Table of Contents

Recent Sales of Unregistered Securities

None.

Recent Repurchases of Equity Securities

None.


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Program(1)	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program(1)
Fiscal 2025
November 24, 2025 through November 30, 2025	154,015	$	15.55	154,015	$	72,605,814
December 1, 2025 through December 31, 2025	989,876	$	17.76	989,876	$	55,025,875









Total	1,143,891			1,143,891

______________________

(1) On November 24, 2025, the Company publicly announced that its Board of Directors authorized a plan to repurchase up to $75.0 million of the Company’s common stock over a period ending November 20, 2028. The amount and timing of repurchases are subject to a variety of factors including liquidity, share price, market conditions, and legal requirements. Any purchases will be funded from available working capital and may be effected through open market purchases, block transactions, and privately negotiated transactions. The stock repurchase program does not obligate the Company to make any repurchases and may be modified, suspended, or terminated by the Company at any time without prior notice.

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The following discussion and analysis of the financial condition and results of our operations should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this report. This discussion contains forward-looking statements that involve a number of risks, uncertainties, and assumptions that could cause our actual results to differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the sections titled “Business” and “Risk Factors” included elsewhere in this report.

Overview

We are a provider of communications SoCs used in broadband, mobile and wireline infrastructure, data center, and industrial and multi-market applications. We are a fabless integrated circuit design company whose products integrate all or substantial portions of a high-speed communication system, including RF, high-performance analog, mixed-signal, digital signal processing, security engines, data compression and networking layers, and power management. ~~In most cases, these products are designed on a single silicon-die, using standard digital CMOS manufacturing processes and conventional packaging technologies.~~ Importantly, our ability to design analog and mixed-signal circuits in CMOS allows us to efficiently combine analog functionality and complex digital signal processing logic in the same integrated circuit. As a result, we believe our solutions have exceptional levels of functional integration and performance, low manufacturing cost, and reduced power consumption versus competition. These solutions also enable shorter design cycles, significant design flexibility and low system-level cost across a range of markets.

Our customers primarily include electronics distributors, module makers, OEMs and ODMs, which incorporate our products in a wide range of electronic devices. Examples of such devices include radio transceivers and modems for 4G/5G base-station and backhaul infrastructure; optical transceivers targeting hyperscale data centers; Wi-Fi and wireline routers for home networking; broadband modems compliant with DOCSIS, PON, and DSL; as well as power management and interface products used in these and many other markets. In addition, we generate revenue from certain intellectual property sale agreements.

In the year ended December 31, 2024, net revenue was $360.5 million, which was derived in part from sales of RF receivers and RF receiver SoC and connectivity solutions into broadband operator voice and data modems and gateways and connectivity adapters, global analog and digital RF receiver products, radio and modem solutions into wireless carrier access and backhaul infrastructure platforms, high-speed optical interconnect solutions sold into optical modules for data-center, metro and long-haul networks, and high-performance interface and power management solutions into a broad range of communications, industrial, automotive and multi-market applications, and from revenue from intellectual property sale agreements. We have experienced slower than expected recovery in sales across all of our end markets. This is primarily driven by excess inventory in the channels as well as slower demand in regions such as China. Geopolitical tensions and changing trade policies continue to influence the semiconductor industry. We continue to develop and innovate with new products for new solutions in advanced semiconductor process nodes such as 16nm and 5nm and beyond, while addressing opportunities capturing and processing high quality broadband communications and high-speed optical interconnect signals.59

Table of Contents

~~Products~~In ~~shipped~~the toyear ~~Asia~~ended ~~accounted~~December ~~for~~31, ~~75%~~2025, ~~75%~~net ~~and~~revenue ~~82%~~was $467.6 million, which was derived in part from sales of ~~net~~RF ~~revenue~~receivers ~~during~~and ~~the~~RF ~~years~~receiver ~~ended~~SoC ~~2024,~~and ~~2023~~connectivity solutions into broadband operator voice and ~~2022,~~data ~~respectively,~~modems ~~including~~and ~~41%~~gateways and connectivity adapters, ~~37%~~global analog and ~~43%,~~digital ~~respectively,~~RF ~~from~~receiver products, ~~shipped~~radio toand ~~Hong~~modem ~~Kong~~solutions into wireless carrier access and ~~less~~backhaul ~~than~~infrastructure ~~10%~~platforms, ~~11%~~high-speed ~~and~~optical ~~16%~~interconnect solutions sold into optical modules for data-center, ~~respectively~~metro and long-haul networks, ~~from~~and ~~products~~high-performance ~~shipped~~interface toand ~~mainland~~power ~~China.~~management ~~Although~~solutions into a ~~large~~broad ~~percentage~~range of ~~our~~communications, ~~products~~industrial, isautomotive ~~shipped~~and tomulti-market ~~Asia,~~applications. weWe ~~believe~~are ~~that~~currently aexperiencing ~~significant~~growth ~~number~~in ofsales ~~the~~demand ~~systems~~across ~~designed~~our broadband, connectivity and infrastructure end markets driven by ~~these~~new ~~customers~~product wins and ~~incorporating~~market ~~our~~growth ~~semiconductor~~along ~~products~~with ~~are~~a ~~then~~recovery ~~sold~~from ~~outside~~excess ~~Asia~~inventory in the channels. ~~For~~Geopolitical ~~example,~~tensions ~~revenue~~and ~~generated~~changing ~~from~~trade ~~sales~~policies, ofincluding ~~our~~escalating ~~products~~tariffs ~~during~~between the ~~years~~United ~~ended~~States ~~December~~and 31China, ~~2024~~and other countries, ~~2023~~continue ~~and~~to ~~2022~~influence ~~related~~the ~~principally~~semiconductor toindustry ~~sales~~as towell ~~Asian~~as ~~ODMs~~the global economy. We continue to develop and ~~contract~~innovate ~~manufacturers~~with ~~delivering~~new products ~~into~~for ~~European~~new ~~and~~solutions ~~North~~in ~~American~~advanced ~~markets.~~semiconductor Toprocess ~~date~~nodes such as 16nm and 5nm and beyond, ~~all~~while ofaddressing ~~our~~opportunities ~~sales~~capturing ~~have~~and ~~been~~processing ~~denominated~~high inquality ~~United~~broadband ~~States~~communications ~~dollars.~~and high-speed optical interconnect signals.

AProducts ~~significant~~shipped ~~portion~~to ofAsia ~~our~~accounted ~~net~~for ~~revenue~~82%, ~~has~~75% ~~historically~~and ~~been~~75% ~~generated~~of bynet arevenue ~~limited~~during ~~number~~the ofyears ~~customers~~ended ~~through~~2025, ~~sales~~2024 ofand ~~our~~2023, ~~products~~respectively, asincluding ~~well~~49%, as41% ~~consideration~~and ~~under~~37%, ~~intellectual~~respectively, ~~property~~from ~~sale agreements. Sales of~~ products toshipped ~~customers comprise both direct sales~~ to ~~customers~~Hong ~~and~~Kong, ~~indirect~~12% ~~sales~~from ~~through~~products ~~distributors.~~shipped Into ~~the~~Vietnam ~~year~~in ~~ended December 31~~2025, ~~2024,~~and ~~one customer accounted for 12~~11% offrom ~~our~~products ~~net~~shipped ~~revenue,~~to ~~and~~mainland ~~our~~China ~~ten~~in ~~largest~~2023. ~~customers~~Although ~~collectively~~a ~~accounted~~large ~~for~~percentage ~~60%~~ of our ~~net~~products ~~revenue,~~is ofshipped ~~which~~to ~~distributor~~Asia, ~~customers~~we ~~accounted~~believe ~~for~~that ~~30%~~a ofsignificant ~~our~~number ~~net~~of ~~revenue. In~~ the ~~year~~systems ~~ended~~designed ~~December~~by ~~31,~~these ~~2023, one of our~~ customers ~~accounted~~and ~~for~~incorporating ~~10% of~~ our ~~net~~semiconductor ~~revenue,~~products ~~and~~are ~~our~~then ~~ten~~sold ~~largest~~outside ~~customers~~Asia. ~~collectively~~For ~~accounted~~example, ~~for 54% of our net~~ revenue, ofgenerated ~~which~~from ~~distributor~~sales ~~customers comprised 18%~~ of our ~~net~~products ~~revenue. In~~during the ~~year~~years ended December 31, ~~2022~~2025, ~~two~~2024 ofand ~~our~~2023 ~~direct~~related ~~customers~~principally ~~accounted~~to ~~for~~sales ~~31%~~to ofAsian ~~our~~ODMs ~~net revenue,~~ and ~~our~~contract ~~ten~~manufacturers ~~largest~~delivering ~~customers~~products ~~collectively~~into ~~accounted~~European ~~for~~and ~~65%~~North ofAmerican ~~our~~markets. ~~net~~To ~~revenue~~date, ofall ~~which distributor customers comprised 27%~~ of our ~~net~~sales ~~revenue.~~have ~~For~~been ~~certain~~denominated ~~customers,~~in weUnited ~~sell~~States ~~multiple products into disparate end user applications such as PON ODUs, Wi-Fi routers, broadband gateways and cable modems~~dollars.

A significant portion of our net revenue has historically been generated by a limited number of customers through sales of our products. Sales of products to customers comprise both direct sales to customers and indirect sales through distributors. In the year ended December 31, 2025, two customers accounted for 28% of our net revenue, and our ten largest customers collectively accounted for 65% of our net revenue, of which distributor customers accounted for less than 10% of our net revenue. In the year ended December 31, 2024, one customer accounted for 12% of our net revenue, and our ten largest customers collectively accounted for 60% of our net revenue, of which distributor customers comprised 30% of our net revenue. In the year ended December 31, 2023, one customer accounted for 10% of our net revenue, and our ten largest customers collectively accounted for 54% of our net revenue, of which distributor customers comprised 18% of our net revenue. For certain customers, we sell multiple products into disparate end user applications such as PON ODUs, Wi-Fi routers, broadband gateways and cable modems.

Our business depends on winning competitive bid selection processes, known as design wins, to develop integrated circuits for use in our customers’ products. These selection processes are typically lengthy, and as a result, our sales cycles will vary based on the specific market served, whether the design win is with an existing or a new customer and whether our product being designed in our customer’s device is a first generation or subsequent generation product. Our customers’ products can be complex and, if our engagement results in a design win, can require significant time to move into volume production. Because the sales cycle for our products is long, we can incur significant design and development expenditures in circumstances where we do not ultimately recognize any revenue. We do not have any long-term purchase commitments with any of our customers, all of whom purchase our products on a purchase order basis. Once one of our products is incorporated into a customer’s design, however, we believe that our product is likely to remain a component of the customer’s product for its life cycle because of the time and expense associated with redesigning the product or substituting an alternative chip. Product life cycles in our target markets will vary by application. For example, in the broadband data modem and gateway sectors, a design can have a product life cycle of 24 to 60 months. In the industrial and wired and wireless infrastructure markets, a design can have a product life cycle of 24 to 84 months and beyond.

Terminated Silicon Motion Merger

On May 5, 2022, we entered into an agreement and plan of merger, or the Merger Agreement, with Silicon Motion Technology Corporation, or Silicon Motion, an exempted company with limited liability incorporated under the Law of the Cayman Islands, pursuant to which, subject to the terms and conditions thereof, we agreed to acquire Silicon Motion pursuant to a statutory merger of Shark Merger Sub, a wholly-owned subsidiary of MaxLinear, with and into Silicon Motion, with Silicon Motion surviving the merger as a wholly-owned subsidiary of MaxLinear. Silicon Motion is a provider of NAND flash controllers for solid state drives and other solid state storage devices.

Table of Contents

On July 26, 2023, we terminated the Merger Agreement and notified Silicon Motion that we were relieved of our obligations to close because, among other reasons, (i) certain conditions to closing set forth in the Merger Agreement were not satisfied and were incapable of being satisfied, (ii) Silicon Motion had suffered a Material Adverse Effect that was continuing, (iii) Silicon Motion was in material breach of representations, warranties, covenants, and agreements in the Merger Agreement that gave rise to the right of the Company to terminate, and (iv) in any event, the First Extended Outside Date had passed and was not automatically extended because certain conditions in Article 6 of the Merger Agreement were not satisfied or waived as of May 5, 2023. Under the terms of the Merger Agreement, MaxLinear was not required to pay a break-up fee or other fee as a result of the termination of the Merger Agreement on these grounds. On August 16, 2023, Silicon Motion delivered a notice to us, which Silicon Motion publicly disclosed, that it was purporting to terminate the Merger Agreement and that Silicon Motion would be commencing an arbitration to seek damages from us arising from our alleged breaches of the Merger Agreement. Undefined capitalized terms in this paragraph have the same meaning as in the Merger Agreement.

On October 5, 2023, Silicon Motion filed a Notice of Arbitration with the Singapore International Arbitration Centre alleging that we breached the Merger Agreement. See Part I, Item 3 (Legal Proceedings) of this report for more information on legal proceedings related to the termination of the Merger Agreement.

Table of Contents

The second amended and restated commitment letter dated October 24, 2022 with Wells Fargo Bank, N.A., or Wells Fargo Bank, and other lenders, and related financing commitments for the previously pending (now terminated) merger were also terminated upon termination of the Merger Agreement. As a result of the termination of the financing, in August 2023, the Company was required to pay to Wells Fargo Bank a ticking fee of $18.3 million, which is included in other income (expense), net in the year ended December 31, 2023.

~~Workforce Reductions~~Restructuring

During the year ended December 31, ~~2024~~2025, we ~~completed~~incurred ~~plans~~$24.5 ofmillion in restructuring tocosts ~~reduce~~which ~~our~~included ~~workforce~~$17.1 million in charges under contracts associated with computer-aided design, or ~~the~~CAD, ~~Workforce~~software ~~Reductions.~~licenses, ~~The~~which ~~Workforce~~we ~~Reductions~~ceased ~~aligned~~using ~~our~~during ~~operational~~the ~~needs~~period, ~~with~~and ~~the~~$6.9 ~~changes~~million in ~~macroeconomic~~severance ~~conditions~~costs and ~~the~~related ~~demand~~expenses ~~environment~~and ~~while~~$0.4 ~~continuing~~million tofrom ~~support~~exiting ~~our~~facilities ~~long-term~~in ~~business~~connection ~~strategy~~with bya ~~reducing~~workforce ~~our operating expenses~~reduction.

AsWe amay ~~result~~also ofincur ~~the~~other ~~Workforce~~charges ~~Reductions,~~or incash ~~the~~expenditures ~~year~~not ~~ended~~currently ~~December~~contemplated ~~31,~~due ~~2024~~to ~~and~~events ~~2023,~~that wemay ~~incurred~~occur ~~$53.4~~as ~~million~~a ~~and~~result ~~$19.8~~of, ~~million~~or inassociated ~~restructuring~~with, ~~costs. Refer to Note 4 in~~ our ~~consolidated~~restructuring ~~financial statements included elsewhere in this report for more details regarding the Workforce Reductions~~plans.

Critical Accounting Estimates

Management’s discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements which are prepared in accordance with accounting principles that are generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, related disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. We continually evaluate our estimates and judgments, the most critical of which are those related to business combinations, revenue recognition, inventory valuation, production masks, goodwill and other intangible assets valuation, and income taxes. We base our estimates and judgments on historical experience and other factors that we believe to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known.

We believe that the following accounting estimates we have identified as critical involve a greater degree of judgment and complexity than our other accounting estimates. Accordingly, these are the estimates we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations. Refer to Note 1 to our consolidated financial statements included elsewhere in this report for a summary of each of the related accounting policies.

Business Combinations

Estimates in our business combination accounting that involve a significant level of estimation uncertainty include the valuation of identifiable intangible and tangible assets such as inventory, property and equipment, and intangible assets including in-process research and development, or IPR&D, and contingent consideration, which involve the use of forecasted financial information available at the acquisition date, including application of revenue growth rates and margin percentages, and use of a discount rate and various other assumptions as described in more detail in Notes 1 and 3 to our consolidated financial statements. When reported amounts are material, they may be sensitive to changes to certain assumptions used in the valuation. If the discount rate used in our valuations increased by 1%, it would result in a decrease to the valuation of intangible assets of an immaterial amount for our 2023 and 2021 acquisitions. The amortization and depreciation of such assets, and change in fair value of contingent consideration, impact our consolidated financial results in periods subsequent to the acquisition, and such amounts are disclosed in our consolidated financial statements. During the year ended December 31, 2024 and 2023, we recorded impairment of intangible assets of $1.2 million and $2.4 million, respectively, associated with certain acquired licensed technology. During the year ended December 31, 2022, we did not record any material adjustments to the valuation of such assets, goodwill, or subsequent period adjustments to the consolidated statements of operations associated with our other business combinations.

~~Revenue Recognition~~ 61

Estimates in our revenue recognition that involve a significant level of estimation uncertainty include the estimates of price adjustments and returns under contractual stock rotation rights based on our analysis of expected value of actual price adjustment claims by distributors and product historical return rates. Any changes to such estimates, for example differences in actual sell-through activity versus our estimate of sell-through activity in our price adjustments, or actual vs. historical return rates, may impact our consolidated financial results in periods subsequent to recording those estimates, and such amounts are disclosed in our consolidated financial statements. Other than our estimates of sell-through activity and customer return rates, there are no assumptions inherent in our estimates in the valuation of price adjustments and returns that would result in

Table of Contents

~~sensitivity~~change in fair value of ~~reported~~contingent ~~amounts~~consideration, impact our consolidated financial results in periods subsequent to the acquisition, and such ~~assumptions~~amounts are disclosed in our consolidated financial statements. During the ~~years~~year ended December 31, 2024, and 2023, we recorded impairment of intangible assets of $1.2 million, and ~~2022~~$2.4 million, respectively, associated with certain acquired licensed technology. During the year ended December 31, 2025, we ~~have~~did not ~~recorded~~record any material adjustments to the valuation of such ~~estimates.~~assets, goodwill, or subsequent period adjustments to the consolidated statements of operations associated with our other business combinations.

Revenue Recognition

Inventory Valuation

Estimates in the valuation of inventory that involve a significant level of estimation uncertainty include our estimates of excess and obsolete inventory based on forecasts of future demand for our products in inventory. Any changes to such estimates, for example differences in actual sales versus our estimates of demand, or conversely, the ultimate sell-through of fully reserved inventory for which we did not anticipate any future demand, impact our consolidated financial results in periods subsequent to recording those estimates. Other than our forecasts of future demand, there are no assumptions inherent in our estimates in the valuation of inventory that would result in sensitivity of reported amounts to such assumptions. ~~During the years ended December 31, 2024, 2023 and 2022, we have not recorded any material net adjustments for such changes in estimates.~~

Impairment of Goodwill and Long-Lived Assets

Estimates in our assessment of impairment of goodwill and long-lived assets that involve a significant level of estimation uncertainty and management judgment include the comparison of our market capitalization as of the annual impairment assessment date to the carrying value of goodwill, use of forecasted financial information for our projects remaining in IPR&D, if any, including growth rates and margin percentages, and a discount rate as of the annual IPR&D impairment assessment date, and our quarterly assessment of whether indicators of impairment exist with respect to all of our goodwill and long-lived assets. For example, a decision to abandon a project involving the technology underlying developed technology and IPR&D, if any, may result in immediate impairment of such assets in the quarter such decision is made. As of the October 31 assessment date, we did not have any remaining IPR&D. Impairment of goodwill and long-lived assets impact our consolidated financial results in periods subsequent to their acquisition, and such amounts are disclosed in our consolidated financial statements. During the year ended December 31, 2024, and 2023, we recorded impairment of intangible assets of $1.2 million, and $2.4 million, respectively, associated with certain acquired licensed technology. During the year ended December 31, ~~2022~~2025, we did not record any material adjustments to the valuation of such assets.

Income Taxes

Estimates in our assessment of realizability of deferred tax assets that involve a significant level of estimation uncertainty and management judgment include projected future taxable income. For example, we continue to have a valuation allowance against state deferred tax assets, certain federal deferred tax assets, and certain foreign deferred tax assets in jurisdictions where we have cumulative losses or otherwise are not expected to utilize certain tax attributes. If projected future taxable income in the U.S., for example, were to increase from what we assumed in our estimates, in periods subsequent to recording valuation allowances, it may be more likely than not that a proportional amount of the valuation against deferred tax assets will be released, resulting in an impact to our tax provision (benefit).

Recently Adopted Accounting Pronouncements

See Note 1 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for recently adopted accounting pronouncements as of the date of this report, if any.

Table of Contents

Recently Issued Accounting Pronouncements

See Note 1 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for recently issued accounting pronouncements not yet adopted as of the date of this report, if any.

Results of Operations

The following describes the line items set forth in our consolidated statements of operations. A discussion of changes in our results of operations during the year ended December 31, ~~2023~~2024 compared to the year ended December 31, ~~2022~~2023 has been omitted from this Annual Report on Form 10-K, but may be found in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024, filed with the SEC on January 3129, ~~2024~~2025, which discussion is incorporated herein by reference and which is available free of charge on the SEC’s website at www.sec.gov.

Net Revenue. Net revenue is generated from sales of radio-frequency, analog, digital, and mixed-signal integrated circuits for access and connectivity, wired and wireless infrastructure, and industrial and multi-market applications, as well as patent and intellectual property licenses. A significant portion of our sales are to distributors, who then resell our products.

Table of Contents

Cost of Net Revenue. Cost of net revenue includes the cost of finished silicon wafers processed by third-party foundries; costs associated with our outsourced packaging and assembly, test and shipping; costs of personnel, including salaries, benefits and stock-based compensation; equipment associated with manufacturing support, logistics and quality assurance; amortization of acquired developed technology and purchased licensed technology intangible assets; inventory fair value adjustments, if any; amortization of certain production mask costs and computer-aided design software license costs; cost of production load boards and sockets; and an allocated portion of our occupancy costs.

Research and Development. Research and development expense includes personnel-related expenses, including salaries and benefits and stock-based compensation, new product engineering mask costs, prototype integrated circuit packaging and test costs, computer-aided design software license costs, intellectual property license costs, reference design development costs, development testing and evaluation costs, depreciation expense, and allocated occupancy costs, partially offset by income from joint R&D projects and/or governmental R&D grants, if any. Research and development activities include the design of new products, refinement of existing products and design of test methodologies to ensure compliance with required specifications. All research and development costs are expensed as incurred. Income from joint R&D projects and governmental R&D grants are reflected as a credit to research and development expense when such income has been earned and any contingencies associated with retaining such income have been resolved.

Selling, General and Administrative. Selling, general and administrative expense includes personnel-related expenses, including salaries and benefits and stock-based compensation, amortization of certain acquired intangible assets, merger, acquisition and integration costs, third-party sales commissions, field application engineering support, travel costs, professional and consulting fees, legal fees, depreciation expense and allocated occupancy costs.

Impairment Losses. Impairment losses consist of charges resulting from the impairment of intangible assets.

Restructuring Charges. Restructuring charges consist of severance, lease and leasehold impairment charges, and other charges related to restructuring plans.

Interest and Other Income (Expense), Net. Interest and other income (expense), net includes interest income, interest expense and other income (expense). Interest income consists of interest earned on our cash, cash equivalents and restricted cash balances. Interest expense consists of interest accrued on debt and amortization of discounts on debt and other liabilities. Other income (expense) generally consists of income (expense) generated from non-operating transactions, ~~including~~and ~~a ticking fee paid to lenders following the termination of the Silicon Motion merger,~~ net gains (losses) from sales or impairment of investments and/or income or losses from investments, if any, including unrealized holding gains (losses) from certain investments required to be marked to market value, if any~~, and a gain from partial curtailment of employee defined benefit obligations~~.

Income tax provision (benefit). We make certain estimates and judgments in determining income taxes for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expenses for tax and financial statement purposes and the realizability of assets in future years.

Table of Contents

The following table sets forth our consolidated statement of operations data as a percentage of net revenue for the periods indicated:


	Year Ended December 31,
		2025		2024
Net revenue		100	%	100	%
Cost of net revenue		43		46
Gross profit		57		54
Operating expenses:
Research and development		45		62
Selling, general and administrative		34		38

Restructuring charges		5		15
Total operating expenses		84		116
Loss from operations		(27)		(62)
Interest income		1		2
Interest expense		(2)		(3)

Other income (expense), net		(2)		(3)
Total other income (expense), net		(3)		(4)
Loss before income taxes		(30)		(66)
Income tax provision (benefit)		(1)		2
Net loss		(29)	%	(68)	%

Net Revenue


		Year Ended December 31,
			2025			2024			$ Change		% Change
	(dollars in thousands)
Broadband			$	204,423		$	116,819		$	87,604		75	%
% of net revenue			44		%	32		%
Connectivity			77,990			55,769			22,221			40	%
% of net revenue			17		%	15		%
Infrastructure			148,164			113,907			34,257			30	%
% of net revenue			32		%	32		%
Industrial and multi-market			37,064			74,033			(36,969)			(50)	%
% of net revenue			8		%	21		%
Total net revenue			$	467,641		$	360,528		$	107,113		30	%

Net revenue increased $107.1 million to $467.6 million for the year ended December 31, 2025, as compared to $360.5 million for the year ended December 31, 2024, due to increased demand in our broadband, connectivity and infrastructure markets, while demand in the industrial and multi-market category decreased. Broadband net revenue increased by $87.6 million, driven by increases in the volume of broadband SoC and cable data shipments in this category. Connectivity revenue increased $22.2 million due to improvements in the volume of Wi-Fi, ethernet, and MoCA product shipments. The increase in infrastructure revenues of $34.3 million was driven by increases in the volume of shipments of high-performance analog products, wireless backhaul, access, and optical products, partially offset by decreases in intellectual property licensing revenue in this category. Industrial and multi-market revenue decreased $37.0 million driven by a decreased volume of shipments of high-performance analog and component products in this category. Price changes did not have a material impact to revenues period over period.

We currently expect that revenue will fluctuate in the future, from period-to-period, consistent with the cyclical nature of our industry.

Table of Contents

Cost of Net Revenue and Gross Profit

	~~Year Ended December 31,~~			Year Ended December 31,
		2024		2023
						2025			2024			$ Change		% Change
Net revenue		100	%	100	%
		(dollars in thousands)
Cost of net revenue		46		44		$	201,827		$	165,746		$	36,081		22	%
Gross profit		54		56
% of net revenue						43		%	46		%
Operating expenses:
Gross profit						$	265,814		$	194,782		$	71,032		36	%
Research and development		62		39
% of net revenue						57		%	54		%
Selling, general and administrative		38		19
Impairment losses		—		—
Restructuring charges		15		3
Total operating expenses		116		61
Loss from operations		(62)		(6)
Interest income		2		1
Interest expense		(3)		(2)
Other income (expense), net		(3)		(3)
Total other income (expense), net		(4)		(4)
Loss before income taxes		(66)		(9)
Income tax provision		2		1
Net loss		(68)	%	(11)	%

		Year Ended December 31,
			2024			2023			$ Change		% Change
	(dollars in thousands)
Broadband			$	116,819		$	203,519		$	(86,700)		(43)	%
% of net revenue			32		%	29		%
Connectivity			55,769			138,228			(82,459)			(60)	%
% of net revenue			15		%	20		%
Infrastructure			113,907			177,083			(63,176)			(36)	%
% of net revenue			32		%	26		%
Industrial and multi-market			74,033			174,433			(100,400)			(58)	%
% of net revenue			21		%	25		%
Total net revenue			$	360,528		$	693,263		$	(332,735)		(48)	%

Cost of net revenue increased $36.1 million to $201.8 million for the year ended December 31, 2025, as compared to $165.7 million for the year ended December 31, 2024. The increase was driven by an increased volume of shipments of our products as described above under “Net Revenue”. Gross profit percentage improved for the year ended December 31, 2025, as compared to the year ended December 31, 2024, due to product mix and decreased intangible asset amortization.

Research and Development

Net revenue decreased $332.7 million to $360.5 million for the year ended December 31, 2024, as compared to $0.7 billion for the year ended December 31, 2023, as a result of macroeconomic conditions impacting customer demand, including excess inventory in the channel built up following the supply shortages in 2022. Broadband net revenue decreased by $86.7 million, driven by decreases in the volume of broadband SOC shipments in this category, partially offset by revenue from certain intellectual property sale agreements and increases from reversals of unclaimed rebates due to expiration of rebate pricing. Connectivity revenue decreased $82.5 million due to decreased volume of shipments of certain products associated with residential broadband market decline, partially offset by revenue from certain intellectual property sale agreements. The decrease in infrastructure revenues of $63.2 million was driven by decreases in the volume of wireless backhaul shipments, and high performance analog shipments, partially offset by improvement in shipments of from high-speed interconnect products, and revenues from certain intellectual property sale agreements. Industrial and multi-market revenue decreased $100.4 million driven by a decreased volume of shipments of component and high-performance analog products. Price changes did not have a material impact to revenues period over period.


		Year Ended December 31,
			2025			2024			$ Change		% Change
	(dollars in thousands)
Research and development			$	208,599		$	225,189		$	(16,590)		(7)	%
% of net revenue			45		%	62		%

Research and development, or R&D, expense decreased $16.6 million to $208.6 million for the year ended December 31, 2025 from $225.2 million in the year ended December 31, 2024. The decrease was driven by decreases in payroll and benefits expense of $18.8 million, CAD design tools and other software license costs of $9.1 million, consulting and outside services expenses of $4.8 million, the impact of an increase to income from joint R&D projects and government grants of $2.9 million offset against R&D expense, occupancy expense of $1.3 million, various prototype expenses of $1.0 million, and supplies expenses of $0.8 million. The decrease in expenses are attributable to workforce reductions and cost reduction measures. The amount of income from research and development funded by others varies from period to period depending on availability of such funding, including governmental grants. These decreases were partially offset by increases in bonuses of $17.7 million, stock-based compensation of $2.7 million, and engineering mask expense of $1.9 million. The increase in bonuses is due to improved financial performance over the prior period. The increase in stock-based compensation is due to incremental grants made to employees for retention purposes. Engineering mask expense varies from period to period depending on timing of new products entering the production phase.

We have reduced our research and development spending to align with current project demands and expect our research and development expenses to increase in future years as we develop products to drive future growth.

Selling, General and Administrative


		Year Ended December 31,
			2025			2024			$ Change		% Change
	(dollars in thousands)
Selling, general and administrative			$	159,580		$	138,329		$	21,251		15	%
% of net revenue			34		%	38		%

Selling, general and administrative expense increased $21.3 million to $159.6 million for the year ended December 31, 2025, as compared to $138.3 million for the year ended December 31, 2024. The increase was driven by increases in bonuses of $9.4 million, professional fees of $8.9 million, and stock-based compensation of $8.3 million. The increase in bonuses is due to improved financial performance over the prior period. The increase in professional fees is mainly due to higher legal fees related to the ongoing litigation. The increase in stock-based compensation is attributable to incremental grants to employees for retention purposes. These increases were partially offset by decreases in payroll and other benefits of $2.7 million and miscellaneous expenses of $2.2 million, which include commissions, amortization of intangibles, outside services, and software licenses, and are attributable to cost reduction measures and timing of project completion.

Table of Contents

		Year Ended December 31,
			2024			2023			$ Change		% Change
	(dollars in thousands)
Cost of net revenue			$	165,746		$	307,600		$	(141,854)		(46)	%
% of net revenue			46		%	44		%
Gross profit			$	194,782		$	385,663		$	(190,881)		(49)	%
% of net revenue			54		%	56		%

Our selling, general and administrative expenses have increased over the prior year due to the factors described above, while certain costs within such expenses have been reduced via our cost reduction measures. We expect selling, general and administrative expenses to increase in future years when we return to growing our sales and marketing organization to expand into existing and new markets.

Cost of net revenue decreased $141.9 million to $165.7 million for the year ended December 31, 2024, as compared to $307.6 million for the year ended December 31, 2023. The decrease was driven by a decreased volume of shipments of our products as a result of macroeconomic conditions impacting customer demand for such products as described above under “Net Revenue”. Gross profit percentage declined for the year ended December 31, 2024, as compared to the year ended December 31, 2023, due to reduced absorption of intangible amortization and fixed costs.

		Year Ended December 31,
			2024			2023			$ Change		% Change
	(dollars in thousands)
Research and development			$	225,189		$	269,504		$	(44,315)		(16)	%
% of net revenue			62		%	39		%

Research and development, or R&D, expense decreased $44.3 million to $225.2 million for the year ended December 31, 2024 from $269.5 million in the year ended December 31, 2023. The decrease was driven by decreases in payroll and benefits expense of $24.2 million, CAD design tools and other software license expense of $8.6 million, stock based compensation of $5.4 million, prototype expense of $5.0 million, bonuses of $4.5 million, consulting expense of $4.1 million, depreciation expense of $1.5 million and occupancy expenses of $1.0 million. These decreases were partially offset by a decrease in income from joint R&D and governmental grants of $10.9 million offset against R&D expense. The decrease in payroll and benefits expense, stock-based compensation, and bonuses are attributable to the Workforce Reductions and cost reduction measures. The decreases in CAD design tool, consulting and prototype expenses are due to timing of project completion. The decrease in depreciation expense is from acquired assets becoming fully amortized as they reached the end of their useful lives. The decrease in income from joint R&D projects and governmental grants is due to timing of governmental R&D grants and termination of certain programs during the first and third quarters of 2024 as a result of the Workforce Reductions. The amount of income from research and development funded by others also varies from period to period depending on availability of such funding, including governmental grants.

We are reducing our research and development spending, including via our Workforce Reductions, to meet evolving demand; however, we expect our research and development expenses to increase in future years as we develop products to drive future growth.

		Year Ended December 31,
			2024			2023			$ Change		% Change
	(dollars in thousands)
Selling, general and administrative			$	138,329		$	132,156		$	6,173		5	%
% of net revenue			38		%	19		%

Table of Contents

Selling, general and administrative expense increased $6.2 million to $138.3 million for the year ended December 31, 2024, as compared to $132.2 million for the year ended December 31, 2023. The increase was a result of increase in stock based compensation of $16.4 million, partially offset by decreases in payroll and other benefits expense of $6.2 million, bonuses of $1.7 million, commission expense of $1.1 million, and depreciation and amortization of $1.0 million. The increase in stock-based compensation expense is a result of incremental grants made to executives and employees for retention purposes. The decreases in payroll and other benefits and bonuses are attributable to the Workforce Reductions and other cost reduction measures. The decrease in commissions expense is due to decreased revenues. The decrease in depreciation and amortization is from assets becoming fully amortized as they reached the end of their useful lives.

We are reducing our selling, general and administrative expenses, including via our Workforce Reductions; however, we expect selling, general and administrative expenses to increase in future years when we return to growing our sales and marketing organization to expand into existing and new markets.

Impairment Losses

		Year Ended December 31,
			2024			2023			$ Change		% Change
			2025			2024			$ Change		% Change
	(dollars in thousands)
Impairment losses			$	~~1,237~~—		$	21,~~438~~237		$	(1,~~201~~237)		(49100)%
% of net revenue			—		%	—		%

Impairment losses in the year ended December 31, 2024 related to abandonment of certain intellectual property licenses. ~~Impairment losses in the year ended December 31, 2023 also related to abandonment of certain intellectual property licenses.~~

Restructuring Charges

	Year Ended December 31,
		2024			2023			$ Change		% Change
		2025			2024			$ Change		% Change
	(dollars in thousands)
Restructuring charges		$	5324,~~379~~525		$	1953,~~786~~379		$	33(28,~~593~~854)		~~170~~(54)%
% of net revenue		155		%	315		%

Restructuring charges ~~increased~~decreased $3328.69 million to $5324.~~4 million for the year ended December 31, 2024, compared to $19.8 million for the year ended December 31, 2023. Restructuring charges increased $17.~~5 million ~~to $19.8 million~~ for the year ended December 31, ~~2023~~2025, compared to $253.34 million for the year ended December 31, ~~2022~~2024.

Restructuring charges for the year ended December 31, ~~2024~~2025 included $~~28.9 million in employee severance-related charges, $~~17.21 million in charges under contracts associated with ~~cancelled~~CAD ~~projects~~tool ~~and~~licenses ~~related~~which ~~impairment~~we ofceased ~~assets~~using, $6.9 million in employee severance and related charges, and $70.24 million in charges related to reduction of space leased for office facilities. ~~A large portion of the employee severance-related charges are estimated statutory severance benefits payable~~ in ~~the~~connection ~~jurisdictions in which the terminated employees were employed,~~ with ~~the~~a ~~remainder~~workforce ~~representing standard severance benefits~~reduction.

Restructuring charges in the year ended December 31, ~~2023~~2024 included $1728.9 million in employee severance-related charges and $117.82 million in ~~other~~ charges ~~driven~~under bycontracts ~~the~~associated ~~abandonment~~with cancelled projects and related impairment of ~~certain~~assets, ~~computer-assisted~~and ~~design~~$7.2 ~~software~~million ~~licenses~~in ~~used~~charges byrelated ~~the~~to ~~terminated~~reduction ~~workforce~~of space leased for office facilities. ~~Approximately~~A ~~two-thirds~~large portion of the employee severance-related charges inare ~~2023 were~~ estimated statutory severance benefits payable in the jurisdictions in which the terminated employees were employed, with the remainder representing standard severance benefits.

Table of Contents

Interest and Other Income (Expense)

	Year Ended December 31,
		2024			2023			$ Change		% Change
		2025			2024			$ Change		% Change
	(dollars in thousands)
Interest and other income (expense), net		$	(1514,~~365~~004)		$	(2515,~~589~~365)		$	101,~~224~~361		(409)	%
% of net revenue		(43)		%	(4)		%

Interest and other income (expense), net changed by $101.24 million to a net expense of $1514.40 million in the year ended December 31, ~~2024~~2025 from a net expense of $2515.64 million for the year ended December 31, ~~2023~~2024. ~~Interest~~The ~~and~~change ~~other~~was ~~income~~driven ~~(expense),~~by ~~net~~various ~~for the year ended December 31~~factors, ~~2023~~including ~~included~~impairment aof ~~loan~~privately ~~ticking~~held ~~fee~~investments of ~~approximately~~ $1811.38 million ~~paid~~that tooccurred ~~lenders~~in ~~following~~ the ~~termination~~prior ofyear, ~~the~~and ~~Silicon~~a ~~Motion~~decrease ~~merger,~~in ~~partially~~interest ~~offset~~expense byof $1.0.8 million ~~gain~~due ~~related~~ to ~~partial~~lower ~~curtailment~~interest ofrates ~~defined~~on ~~benefit~~outstanding ~~pension~~debt, ~~obligations~~partially ~~which~~offset ~~did~~by ~~not~~currency ~~recur in the 2024 period. Currency~~ exchange ~~yielded~~losses ~~gains~~ of $17.34 million, ina ~~the~~decrease ~~2024 period compared to $2.5 million of losses~~ in ~~the~~interest ~~2023~~income ~~period, or a positive impact~~ of $3.70 million, ~~and~~due ~~investment~~to ~~gains~~lower ~~were~~average ~~$0.5~~interest-bearing ~~million~~cash ~~compared~~balances toand ~~investment~~decreased ~~losses~~interest ~~of $0.6 million~~rates, orand a ~~positive~~decrease ~~impact~~in ofgain ~~$1.2~~on ~~million.~~sales ~~The positive impacts pertaining to these items were partially offset by negative impacts from the impairment~~ of ~~privately held~~ investments ~~and notes receivable~~ of $120.36 million. ~~The~~from ~~investments~~2024 ~~were~~which ~~impaired~~did ~~due~~not torecur ~~insolvency~~in ~~of the underlying business~~2025.

	Year Ended December 31,
		2024			2023			$ Change		% Change
	(dollars in thousands)
Income tax provision		$	6,481		$	9,337		$	(2,856)		(31)	%
% of pre-tax income (loss)		(3)		%	(15)		%

~~The~~Table ~~income tax provision for the year ended December 31, 2024 was $6.5 million compared to an income tax provision~~ of ~~$9.3 million for the year ended December 31, 2023.~~Contents

Income Tax Provision (Benefit)


	Year Ended December 31,
		2025			2024			$ Change		% Change
	(dollars in thousands)
Income tax provision (benefit)		$	(4,213)		$	6,481		$	(10,694)		(165)	%
% of pre-tax loss		3		%	(3)		%

The income tax benefit for the year ended December 31, 2025 was $4.2 million compared to an income tax provision of $6.5 million for the year ended December 31, 2024.

The difference between our effective tax rate and the 21.0% U.S. federal statutory rate for the year ended December 31, 2025 primarily related to the mix of pre-tax income among jurisdictions and impact of the valuation allowance on Singapore deferred tax assets, permanent tax items including tax credits, stock based compensation, tax deficiencies related to stock-based compensation, and the release of uncertain tax positions under ASC 740-10.

The difference between our effective tax rate and the 21.0% U.S. federal statutory rate for the year ended December 31, 2024 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items including tax credits, stock based compensation, tax deficiencies related to stock-based compensation, release of uncertain tax positions under ASC 740-10, and the recognition of a valuation allowance on Singapore deferred tax assets.

The difference between our effective tax rate and the 21.0% U.S. federal statutory rate for the year ended December 31, 2023 resulted primarily from the mix of pre-tax income among jurisdictions, permanent tax items including tax credits and a tax on global intangible low-taxed income, stock based compensation, excess tax benefits related to stock-based compensation, and release of uncertain tax positions under ASC 740-10. The permanent tax item related to global intangible low-taxed income, or GILTI, also reflects the then recent legislative changes requiring the capitalization of research and experimentation costs, as well as limitations on the creditability of certain foreign income taxes.

We continue to maintain a valuation allowance to offset state and certain federal and foreign deferred tax assets, as realization of such assets does not meet the more-likely-than-not threshold required under accounting guidelines. In making such determination, we consider all available positive and negative evidence quarterly, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. Based upon our review of all positive and negative evidence, we continue to have a valuation allowance on state deferred tax assets, certain federal deferred tax assets, and certain foreign deferred tax assets in jurisdictions where we have cumulative losses or otherwise are not expected to utilize certain tax attributes. We do not incur income tax expense or benefit in certain tax-free jurisdictions in which we operate.

Our subsidiary in Singapore operates under certain tax incentives in Singapore, which are effective through March 2027. Under these incentives, qualifying income derived from certain sales of our integrated circuits is taxed at a concessionary rate over the incentive period. We also receive a reduced withholding tax rate on certain intercompany royalty payments made by our Singapore subsidiary during the incentive period. WeDuring the quarter ended December 31, 2024, we recorded a full valuation allowance against our Singapore deferred tax assets. Due to this Singapore valuation allowance position, no income ~~taxes~~tax provision was recorded in Singapore for the ~~years~~year ended December 31, 2024. We recorded an income tax benefit in Singapore in the year ended December 31, 2025 and ~~2023~~2024 at the incentive rate. The incentives are conditional upon our meeting certain minimum employment and investment thresholds within Singapore over time, and we may be required to return certain tax benefits in the event we do not achieve compliance related to that incentive period. We currently believe that we will be able to satisfy these conditions without material risk.

Table of Contents

compliance related to that incentive period. We currently believe that we will be able to satisfy these conditions without material risk.

Liquidity and Capital Resources

As of December 31, ~~2024~~2025, we had cash and cash equivalents of $~~118~~72.68 million, restricted cash of $128.06 million and net accounts receivable of $8546.51 million. Additionally, as of December 31, ~~2024~~2025, our working capital, which we define as current assets less current liabilities, was $~~141~~62.28 million. Financial instruments, which potentially subject us to concentrations of credit risk, consist primarily of cash and cash equivalents and accounts receivable. Collateral is generally not required for customer receivables. We limit our exposure to credit loss by placing our cash with high credit quality financial institutions. At times, such deposits may be in excess of insured limits. We have not experienced any losses on our deposits of cash and cash equivalents.

Our primary uses of cash are to fund operating expenses and purchases of inventory, property and equipment, and from time to time, the acquisition of businesses and repurchase of our common stock. In May 2022, we entered into the Merger Agreement to acquire Silicon Motion. However, on July 26, 2023, we terminated the Merger Agreement and were relieved of our obligations to close.

From time to time, we may also use cash to pay down outstanding debt and/or make investments. As of December 31, 2024, $125.0 million of principal was outstanding under a senior secured term B loan facility, or the “Initial Term Loan under the June 23, 2021 Credit Agreement.” The Company also has available, subject to the terms and conditions of the agreement, a senior secured revolving credit facility in an aggregate principal amount of up to $100.0 million, which remained undrawn as of December 31, 2024. The proceeds of the revolving facility may be used to finance the working capital needs and other general corporate purposes of the Company and its subsidiaries. 67

~~Commencing~~Table ~~on September 30, 2021, the Initial Term Loan under the June 23, 2021 Credit Agreement has amortized in equal quarterly installments equal to 0.25%~~ of the original principal amount of the Initial Term Loan under the June 23, 2021 Credit Agreement, with the balance payable on June 23, 2028. We could be subject to substantial variable interest rate risk because our interest rate under term loans typically vary based on a fixed margin over an indexed rate or an adjusted base rate. While we had been mitigating the impact of high interest rates with large amounts of prepayments on our outstanding debt, if interest rates were to further increase substantially, it could have a material adverse effect on our operating results and affect our ability to service the indebtedness. Please refer to the Risk Factor entitled “As of December 31, 2024, our aggregate indebtedness was $125.0 million, and we are subject to a variable amount of interest on the principal balance of our credit agreements and could continue to be adversely impacted by high interest rates in the future. Such indebtedness adversely affects our operating results and cash-flows as we satisfy our underlying interest and principal payment obligations and contains financial and operational covenants that could adversely affect our operational freedom or ability to pursue strategic transactions that we would otherwise consider to be in the best interests of stockholders, including obtaining additional indebtedness to finance such transactions. In addition, high interest rates may make it more difficult for us, our customers, and our distributors to obtain financing and service our respective interest and debt obligations, which in turn has an impact on customer demand for our products and our distributors’ business” for a discussion of how our indebtedness could have a material adverse effect on our liquidity and capital resources.Contents

From time to time, we may also use cash to pay down outstanding debt and/or make investments. As of December 31, 2025, $125.0 million of principal was outstanding under a senior secured term B loan facility, or the “Initial Term Loan under the June 23, 2021 Credit Agreement.” The Company also has available, subject to the terms and conditions of the agreement, a senior secured revolving credit facility in an aggregate principal amount of up to $100.0 million, which remained undrawn as of December 31, 2025. The proceeds of the revolving facility may be used to finance the working capital needs and other general corporate purposes of the Company and its subsidiaries.

Commencing on September 30, 2021, the Initial Term Loan under the June 23, 2021 Credit Agreement has amortized in equal quarterly installments equal to 0.25% of the original principal amount of the Initial Term Loan under the June 23, 2021 Credit Agreement, with the balance payable on June 23, 2028. We could be subject to substantial variable interest rate risk because our interest rate under term loans typically vary based on a fixed margin over an indexed rate or an adjusted base rate. While we had been mitigating the impact of high interest rates with large amounts of prepayments on our outstanding debt, if interest rates were to further increase substantially, it could have a material adverse effect on our operating results and affect our ability to service the indebtedness. Please refer to the Risk Factor entitled “As of December 31, 2025, our aggregate indebtedness was $125.0 million, and we are subject to a variable amount of interest on the principal balance of our credit agreements and could continue to be adversely impacted by high interest rates in the future. Such indebtedness adversely affects our operating results and cash-flows as we satisfy our underlying interest and principal payment obligations and contains financial and operational covenants that could adversely affect our operational freedom or ability to pursue strategic transactions that we would otherwise consider to be in the best interests of stockholders, including obtaining additional indebtedness to finance such transactions. In addition, high interest rates may make it more difficult for us, our customers, and our distributors to obtain financing and service our respective interest and debt obligations, which in turn has an impact on customer demand for our products and our distributors’ business” for a discussion of how our indebtedness could have a material adverse effect on our liquidity and capital resources.

Our future capital requirements will depend on many factors, including changes in revenue, the expansion or contraction of our engineering, sales and marketing activities, the timing and extent of our expansion into new territories, the timing of introductions of new products and enhancements to existing products, the continuing market acceptance of our products, any damages from legal proceedings related to the termination of the Merger Agreement with Silicon Motion or any alleged breaches of the Merger Agreement that we are required to pay, or any amounts we agree to pay in any settlement and any other potential material investments in, or acquisitions of, complementary businesses, services or technologies. Additional funds may not be available on terms favorable to us or at all. If we are unable to raise additional funds when needed, we may not be able to sustain our operations or execute our strategic plans.

Our cash and cash equivalents are impacted by the timing of when we pay expenses as reflected in the change in our outstanding accounts payable and accrued expenses. Cash used to fund operating expenses in our consolidated statements of cash flows excludes the impact of non-cash items such as, but not limited to, amortization and depreciation of acquired intangible assets and leased right-of-use assets and property and equipment, stock-based compensation, impairment of assets, and gain on extinguishment of lease liabilities. Cash used to fund capital purchases and acquisitions of businesses and investments are included in investing activities in our consolidated statements of cash flows. Cash paid to satisfy minimum tax withholdings on behalf of employees for restricted stock units and cash proceeds from issuance of common stock and debt and cash used to pay down outstanding debt, if any, are included in financing activities in our consolidated statements of cash flows.

As of December 31, 2025, our material cash requirements include long-term debt, non-cancelable operating leases, inventory purchase obligations and other obligations, which primarily consist of contractual payments due for computer-aided design software, as follows:


	Payments due
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(in thousands)
Long term debt obligations	$	125,000	$	—	$	125,000	$	—	$	—
Operating lease obligations	23,026		9,944		10,668		2,414		—
Purchase obligations	168,484		117,910		50,574		—		—
Other obligations	41,147		28,536		8,546		1,276		2,789
Total	$	357,657	$	156,390	$	194,788	$	3,690	$	2,789

Table of Contents

~~withholdings~~Our onplanned ~~behalf~~capital expenditures as of ~~employees~~December 31, 2025 were not material. Our consolidated balance sheet at December 31, 2025 included $4.1 million in other long-term liabilities for ~~restricted~~uncertain ~~stock~~tax ~~units~~positions, ~~and~~some of which may result in cash ~~proceeds~~payment and $15.0 million received from ~~issuance~~other ofparties ~~common~~for ~~stock~~jointly ~~and~~funded ~~debt~~research and ~~cash~~development ~~used~~projects which will be recognized into income when the contingencies associated with the repayment conditions have been resolved. The future payments related to ~~pay~~uncertain ~~down~~tax ~~outstanding~~positions ~~debt,~~recorded ifas ~~any,~~other ~~are~~long-term ~~included~~liabilities inhave ~~financing~~not ~~activities~~been presented in ~~our~~the ~~consolidated~~table ~~statements~~above due to the uncertainty of the amounts and timing of cash ~~flows~~settlement with the taxing authorities.

	Payments due
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(in thousands)
Long term debt obligations	$	125,000	$	—	$	—	$	125,000	$	—
Operating lease obligations	28,863		10,599		14,214		4,050		—
Purchase obligations	51,262		39,872		11,390		—		—
Other obligations	55,286		32,131		23,155		—		—
Total	$	260,411	$	82,602	$	48,759	$	129,050	$	—

Our planned capital expenditures as of December 31, 2024 were not material. Our consolidated balance sheet at December 31, 2024 included in other long-term liabilities $4.4 million for uncertain tax positions, some of which may result in cash payment and $15.0 million received from other parties for jointly funded research and development projects which will be recognized into income when the contingencies associated with the repayment conditions have been resolved. The future payments related to uncertain tax positions recorded as other long-term liabilities have not been presented in the table above due to the uncertainty of the amounts and timing of cash settlement with the taxing authorities.

Our primary sources of cash are cash receipts on accounts receivable from our shipment of products to distributors and direct customers, and on occasion, proceeds that we receive under certain intellectual property sale agreements. Aside from the amounts billed to our customers, net cash collections of accounts receivable are impacted by the efficiency of our cash collections process, which can vary from period to period depending on the payment cycles of our major distributor customers, and relative linearity of shipments period-to-period.

The June 23, 2021 Credit Agreement, under which we entered into a senior secured term B loan facility and a revolving credit facility, permits us to request incremental loans in an aggregate principal amount not to exceed the sum of an amount equal to the greater of (x) $175.0 million and (y) 100% of “Consolidated EBITDA” (as defined in such agreement), plus the amount of certain voluntary prepayments, plus an unlimited amount that is subject to pro forma compliance with certain first lien net leverage ratio, secured net leverage ratio and total net leverage ratio tests.

The following is a summary of our working capital, cash and cash equivalents, and restricted cash for the periods indicated:

	December 31,
	2024		2023
	2025		2024
	(in thousands)
Working capital	$	~~141~~62,~~158~~821	$	~~265~~141,~~896~~158
Cash and cash equivalents	$	~~118~~72,~~575~~806	$	~~187~~118,~~288~~575
Short-term restricted cash	1,~~003~~419		1,~~051~~003
Long-term restricted cash	2527,187		1725
Total cash, cash equivalents, and restricted cash	$	~~119~~101,~~603~~412	$	~~188~~119,~~356~~603

We believe that our $~~118~~101.64 million of cash, ~~and~~ cash equivalents, and restricted cash at December 31, ~~2024~~2025 will be sufficient to fund our projected operating requirements for at least the next twelve months. As of December 31, ~~2024~~2025, our indebtedness totaled $125.0 million, which consists of outstanding principal under the Initial Term Loan under the June 23, 2021 Credit Agreement. The June 23, 2021 Credit Agreement also provides the Company with the Revolving Facility in an aggregate principal amount of up to $100.0 million, which remained undrawn as of December 31, ~~2024~~2025. The June 23, 2021 Credit Agreement was amended on June 29, 2023 to implement a benchmark replacement for LIBOR. The Initial Term Loan under the June 23, 2021 Credit Agreement has a seven-year term expiring in June 2028 and subsequent to the benchmark replacement amendment bears interest, at the Company’s option, at a per annum rate equal to either (i) a base rate equal to the highest of (x) the federal funds rate, plus 0.50%, (y) the prime rate then in effect and (z) an adjusted ~~LIBOR~~SOFR rate determined on the basis of a one-month interest period plus 1.00%, in each case, plus an applicable margin of 1.25% or (ii) an adjusted SOFR rate, subject to a floor of 0.50%, plus an applicable margin of 2.25%. Loans under the Revolving Facility initially bear interest, at a per annum rate equal to either (i) a base rate (as calculated above) plus an applicable margin of 0.00%, or (ii) an adjusted SOFR rate (as calculated above) plus an applicable margin of 1.00%. Following delivery of financial statements for the Company’s fiscal quarter ending June 30, 2021, the applicable margin for loans under the Revolving Facility ranges from 0.00% to 0.75% in the case of base rate loans and 1.00% to 1.75% in the case of SOFR rate loans, in each case, depending on the Company’s secured net leverage ratio as of the most recently ended fiscal quarter. The Company is required to pay commitment fees ranging from 0.175% to 0.25% per annum on the daily undrawn commitments under the Revolving Facility, depending on the Company’s secured net leverage ratio as of the most recently ended fiscal quarter.

7069

Table of Contents

The following is a summary of our cash flows provided by (used in) operating activities, investing activities and financing activities for the periods indicated:

of 1.25% or (ii) an adjusted LIBOR rate, subject to a floor of 0.50%, plus an applicable margin of 2.25%. Loans under the Revolving Facility initially bear interest, at a per annum rate equal to either (i) a base rate (as calculated above) plus an applicable margin of 0.00%, or (ii) an adjusted LIBOR rate (as calculated above) plus an applicable margin of 1.00%. Following delivery of financial statements for the Company’s fiscal quarter ending June 30, 2021, the applicable margin for loans under the Revolving Facility will range from 0.00% to 0.75% in the case of base rate loans and 1.00% to 1.75% in the case of LIBOR rate loans, in each case, depending on the Company’s secured net leverage ratio as of the most recently ended fiscal quarter. The Company is required to pay commitment fees ranging from 0.175% to 0.25% per annum on the daily undrawn commitments under the Revolving Facility, depending on the Company’s secured net leverage ratio as of the most recently ended fiscal quarter. Commencing on September 30, 2021, the Initial Term Loan under the June 23, 2021 Credit Agreement amortizes in equal quarterly installments equal to 0.25% of the original principal amount, with the balance payable at maturity on June 23, 2028. The June 23, 2021 Credit Agreement was amended on June 29, 2023 to implement a benchmark replacement for LIBOR.


	Year Ended December 31,
	2025		2024
	(in thousands)
Net cash provided by (used in) operating activities	$	19,619	$	(45,295)
Net cash used in investing activities	(19,795)		(23,446)
Net cash provided by (used in) financing activities	(18,659)		1,286
Effect of exchange rate changes on cash, cash equivalents and restricted cash	644		(1,298)
Decrease in cash, cash equivalents and restricted cash	$	(18,191)	$	(68,753)

	Year Ended December 31,
	2024		2023
	(in thousands)
Net cash provided by (used in) operating activities	$	(45,295)	$	43,372
Net cash used in investing activities	(23,446)		(15,935)
Net cash provided by (used in) financing activities	1,286		(26,356)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(1,298)		(1,082)
Decrease in cash, cash equivalents and restricted cash	$	(68,753)	$	(1)

Cash Flows from Operating Activities

In the year ended December 31, ~~2024~~2025, net cash ~~used~~provided inby operating activities was $4519.36 million, compared to net cash ~~provided~~used byin operating activities of $4345.43 million for the year ended December 31, ~~2023~~2024. The ~~decline~~increase in operating cash flows was driven by aan ~~decline~~increase in revenue from ~~decreased~~an ~~volume~~increased ofshipment ~~shipments~~ of our products as a result of ~~macroeconomic conditions impacting~~ customer demand for our products (as discussed under the heading, “Results of Operations,” above). Operating cash flows were also impacted by changes in our working capital, which ~~increased~~decreased $6823.40 million,. inIn ~~particular~~2025, ~~in 2024,~~ we collected accounts receivable previously outstanding as of December 31, 2024 of $~~177~~71.61 million, which was partially offset by payments against our price protection liability of $4418.61 million and severance and other payments from ~~the~~workforce ~~Workforce~~reductions ~~Reductions~~ of $3413.59 million.

Cash Flows from Investing Activities

Our use of cash in investing activities ~~increased~~declined, as we ~~increased~~moved to optimize investments in property and equipment, including production masks. Net cash used in investing activities was $2319.48 million for the year ended December 31, ~~2024~~2025 and consisted of purchases of property and equipment of $1712.76 million and purchases of intangible assets of $57.82 million.

Net cash used in investing activities was $1523.94 million for the year ended December 31, ~~2023~~2024.

Cash Flows from Financing Activities

WeOur ~~continued~~use of cash ~~conservation~~ in ~~2024~~financing ~~following~~activities ~~the~~increased ~~general~~due ~~slowdown~~to our repurchase of common stock in the ~~market~~fourth ~~environment~~quarter of 2025. Net cash ~~provided~~used byin financing activities was $118.37 million for the year ended December 31, ~~2024~~2025. Net cash ~~provided~~used byin financing activities consisted of ~~net proceeds from the issuance of~~ common stock ~~upon~~repurchases ~~exercise~~ of ~~stock options of~~ $420.10 million ~~partially~~plus ~~offset by~~ cash outflows of repayments of minimum tax withholding paid on behalf of employees for restricted stock units of $2.82 million, partially offset by net proceeds from the issuance of common stock of $3.6 million.

Net cash ~~used~~provided inby financing activities was $261.43 million for the year ended December 31, ~~2023~~2024.

Table of Contents

Warranties and Indemnifications

In connection with the sale of products in the ordinary course of business, we often make representations affirming, among other things, that our products do not infringe on the intellectual property rights of others, and agree to indemnify customers against third-party claims for such infringement. Further, our certificate of incorporation and bylaws require us to indemnify our officers and directors against any action that may arise out of their services in that capacity, and we have also entered into indemnification agreements with respect to all of our directors and certain controlling persons.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign currency exchange rates and interest rates.

Table of Contents

Foreign Currency Risk

To date, our international customer and vendor agreements have been denominated mostly in United States dollars. Accordingly, we have limited exposure to foreign currency exchange rates and do not enter into foreign currency hedging transactions. The functional currency of certain foreign subsidiaries is the local currency. Accordingly, the effects of exchange rate fluctuations on the net assets of these foreign subsidiaries’ operations are accounted for as translation gains or losses in accumulated other comprehensive income within stockholders’ equity. A hypothetical change of 100 basis points in such foreign currency exchange rates during the year ended December 31, ~~2024~~2025 would result in a change to translation gain in accumulated other comprehensive income of approximately $10.19 million.

Interest Rate Risk

We are subject to a variable amount of interest on the principal balance of our credit agreements described above and could be adversely impacted by high interest rates in the future. If ~~LIBOR~~SOFR interest rates had increased by 10% during the periods presented, the rate increase would have resulted in an immaterial increase to interest expense. We currently believe our operating cash held primarily for working capital purpose is sufficient to cover our interest obligations, but we are monitoring the impact of high interest rates on our ability to service our interest and debt obligations, obtain financing, and on our business in general.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and supplementary data required by this item are included in Part IV, Item 15 of this Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic reports filed with the SEC is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and no evaluation of controls and procedures can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, prior to filing this Form 10-K, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Form 10-K. Based on their evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Form 10-K.

Table of Contents

by this Form 10-K. Based on their evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Form 10-K.

Management’s Annual Report on Internal Controls over Financial Reporting

Our management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our management, including our principal executive officer and principal financial officer, evaluated the effectiveness of our internal control over financial reporting based on criteria established in the Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based upon that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, ~~2024~~2025. The effectiveness of our internal control over financial reporting as of December 31, ~~2024~~2025 has been audited by Grant Thornton LLP, an independent registered public accounting firm, and Grant Thornton LLP has issued a report on our internal control over financial reporting, which is included herein.

Table of Contents

Changes in Internal Control over Financial Reporting

An evaluation was performed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to determine whether any change in our internal control over financial reporting occurred during the fiscal quarter ended December 31, ~~2024~~2025 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 of the Exchange Act, as amended, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

7372

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

MaxLinear, Inc.

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of MaxLinear, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, ~~2024~~2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, ~~2024~~2025, and our report dated January 29, ~~2025~~2026 expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting (“Management’s Report”). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Grant Thornton LLP

Newport Beach, California

January 29, ~~2025~~2026

7473

Table of Contents

ITEM 9B. OTHER INFORMATION

Securities Trading Plans of Directors and Executive Officers

OnDuring ~~November~~the ~~14,~~last ~~2024,~~fiscal ~~Dr. Theodore Tewksbury~~quarter, ano director ofor ~~the Company~~officer, ~~adopted~~as adefined in Rule ~~10b5~~16a-1 ~~trading arrangement providing for the sale from time to time of an aggregate of up to 6~~(f),~~071~~ ~~shares~~adopted ofor ~~our~~terminated ~~common~~a ~~stock.~~“Rule ~~The~~10b5-1 trading arrangement” isor ~~intended~~a ~~to satisfy the affirmative defense in~~ “non-Rule 10b5-1~~(c).~~ ~~The duration of the~~ trading arrangement,” iseach ~~until~~as ~~November~~defined ~~15,~~in ~~2025,~~Regulation orS-K ~~earlier~~Item if408 ~~all~~during ~~transactions under~~ the ~~trading~~last ~~arrangement~~fiscal ~~are completed~~quarter.

During the last fiscal quarter, no other director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408 during the last fiscal quarter.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

Not applicable.

7574

Table of Contents

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 with respect to our directors and executive officers will be either (i) included in an amendment to this Annual Report on Form 10-K or (ii) incorporated by reference to our Definitive Proxy Statement to be filed in connection with our ~~2025~~2026 Annual Meeting of Stockholders, or the ~~2025~~2026 Proxy Statement. Such amendment in the ~~2025~~2026 Proxy Statement will be filed with the SEC no later than 120 days after December 31, ~~2024~~2025.

Item 405 of Regulation S-K calls for disclosure of any known late filing or failure by an insider to file a report required by Section 16(a) of the Exchange Act. This information will be contained under the caption “Related Person Transactions and Section 16(a) Beneficial Ownership Reporting Compliance” in either an amendment to this Annual Report on Form 10-K or the ~~2025~~2026 Proxy Statement and is incorporated herein by reference.

Code of Conduct

We have adopted a code of ethics and employee conduct that applies to our board of directors and all of our employees, including our chief executive officer and principal financial officer.

Our code of conduct is available at our website by visiting www.maxlinear.com and clicking through “Investors,” “Corporate Governance,” “Governance,” “Governance Documents,” and “Code of Conduct.” When required by the rules of the Nasdaq Stock Market LLC, or Nasdaq, or the SEC, we will disclose any future amendment to, or waiver of, any provision of the code of conduct for our chief executive officer and principal financial officer or any member or members of our board of directors on our website within four business days following the date of such amendment or waiver.

The information required by Item 10 with respect to our audit committee is incorporated by reference from the information set forth under the caption “Corporate Governance and Board of Directors — Board Committees” in either an amendment to this Annual Report on Form 10-K or the ~~2025~~2026 Proxy Statement.

ITEM 11. EXECUTIVE COMPENSATION

The information required by Item 11 is incorporated by reference from the information set forth under the captions “Compensation of Non-Employee Directors” and “Executive Compensation” in either an amendment to this Annual Report on Form 10-K or our ~~2025~~2026 Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 is incorporated by reference from the information set forth under the captions “Executive Compensation — Equity Compensation Plan Information” and “Security Ownership” in either an amendment to this Annual Report on Form 10-K or our ~~2025~~2026 Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 13 is incorporated by reference from the information set forth under the captions “Corporate Governance and Board of Directors — Director Independence” and “Related Person Transactions and Section 16(a) Beneficial Ownership Reporting Compliance” in either an amendment to this Annual Report on Form 10-K or our ~~2025~~2026 Proxy Statement.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 14 is incorporated by reference from the information set forth under the caption “Proposal Number 3 — Ratification of Appointment of Independent Registered Public Accounting Firm” in either an amendment to this Annual Report on Form 10-K or our ~~2025~~2026 Proxy Statement.

7675

Table of Contents

PART IV — FINANCIAL INFORMATION

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

a) Documents filed as part of the report

1. Financial Statements

Our consolidated financial statements are attached hereto and listed on the Index to Consolidated Financial Statements of this Annual Report on Form 10-K.

2. Financial Statement Schedules

Schedule II. Valuation and Qualifying Accounts —Years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

All other schedules are omitted as the required information is inapplicable, or the information is presented in the financial statements or related notes.

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS (in thousands):

Classification	Balance at beginning of year		Additions (deductions) charged to expenses		Other Additions		(Deductions)		Balance at end of year
Allowance for credit losses (previously, allowance for doubtful accounts)
2024	$	—	$	—	$	—	$	—	$	—
2025	$	—	$	—	$	—	$	—	$	—
2024	—		—		—		—		—
2023	—		—		—		—		—
2022	—		—		—		—		—
Warranty reserves
2024	$	284	$	148	$	275	$	(159)	$	548
2025	$	548	$	234			$	(733)	$	49
2024	284		148		275		(159)		548
2023	473		301		—		(490)		284
2022	774		358		—		(659)		473
Valuation allowance for deferred tax assets
2024	$	74,292	$	25,839	$	—	$	—	$	100,131
2025	$	100,131	$	4,394	$	—	$	—	$	104,525
2024	74,292		25,839		—		—		100,131
2023	66,273		8,019		—		—		74,292
2022	68,151		4,169		—		(6,047)		66,273

7776

Table of Contents

3. Exhibits


Exhibit Number						Exhibit Title
2.1						Asset Purchase Agreement, dated as of April 5, 2020, by and among MaxLinear, Inc., a Delaware corporation, Intel Corporation, a Delaware corporation, and MaxLinear Asia Singapore Private Limited, a wholly-owned subsidiary of MaxLinear (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on April 6, 2020 (File No. 001-34666)).
2.2						Agreement and Plan of Merger, dated as of May 5, 2022, by and among MaxLinear, Inc., Silicon Motion Technology Corporation and Shark Merger Sub (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on May 5, 2022).
3.1						Registrant’s Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on March 29, 2010 (incorporated by reference to Exhibit 3.5 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)).
3.2						Registrant’s Certificate of Retirement (incorporated by reference to Exhibit 3.1 of Registrant’s Form 8-A/A filed on July 30, 2017).
3.3						Registrant’s Amended and Restated Bylaws, as amended to date (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 17, 2022 (File No. 001-34666)).
3.4						Registrant’s Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q filed on July 27, 2023 (File No. 001-34666)).
4.1						Specimen common stock certificate of Registrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Amendment No. 1 on Form 8-A filed on March 30, 2017 (File No. 001-34666)).
+4.2						Description of the registrant ’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.
+10.1						Form of Director and Executive Officer Indemnification Agreement (incorporated by reference to Exhibit 10.1 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)).
+10.2						Form of Director and Controlling Person Indemnification Agreement (incorporated by reference to Exhibit 10.2 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)).
+10.3						2010 Equity Incentive Plan, as amended on December 13, 2018 (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed on December 19, 2018 (File No. 001-34666)).
+10.4						Form of Agreement under the 2010 Equity Incentive (incorporated by reference to Exhibit 10.7 of the Registrant’s Quarterly Report on Form 10-Q filed on July 28, 2011 (File No. 001-34666)).
+10.5						2010 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.8 of the Registrant’s Current Report on Form 8-K filed on August 15, 2016 (File No. 001-34666)).
+10.6						Form of Change in Control Agreement for Executive Officers (incorporated herein by reference to Exhibit 10.13 of the Registrant's Annual Report on Form 10-K filed on February 17, 2016).
†10.7						Intellectual Property License Agreement, dated June 18, 2009, between the Registrant and Intel Corporation (incorporated by reference to Exhibit 10.7 of the Registrant’s Annual Report on Form 10-K filed on January 31, 2024 (File No. 001-34666)).
+10.8						Employment Offer Letter, dated November 9, 2012, between the Registrant and Will Torgerson (incorporated by reference to Exhibit 10.17 of the Registrant’s Annual Report on Form 10-K filed on February 6, 2013 (File No. 001-34666)).
10.9						Lease Agreement, dated December 17, 2013, between Registrant and The Campus Carlsbad, LLC (incorporated by reference to Exhibit 10.26 of the Registrant’s Annual Report on Form 10-K filed on February 7, 2014 (File No. 001-34666)).
10.10						First Amendment to Lease, dated May 6, 2015, between Registrant, on the one hand, and Brookwood CB I, LLC and Brookwood CB II, LLC, as tenants in common and successors-in-interest to The Campus Carlsbad, LLC, on the other hand (incorporated by reference to Exhibit 10.1 of Registrant’s Quarterly Report on Form 10-Q filed on August 10, 2015 (File No. 333-34666)).
10.11						Lease Agreement, dated November 11, 2015, between Registrant and The Northwestern Mutual Life Insurance Company (incorporated herein by reference to Exhibit 10.33 of the Registrant’s Annual Report on Form 10-K filed on February 17, 2016).

+10.12						Employment Promotion Letter, dated February 11, 2016, between the Registrant and Connie Kwong (incorporated herein by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 10-Q filed on May 9, 2016).

Table of Contents


Exhibit Number						Exhibit Title
+10.13						Employment Offer Letter, dated June 7, 2018, between the Registrant and Steven Litchfield (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 10-Q filed on August 7, 2018 (File No. 001-34666)).

+10.14						Form of Change in Control Agreement for Chief Executive Officer and Chief Financial Officer, as amended (incorporated herein by reference to Exhibit 10.1 of the Registrant's Form 8-K filed on December 19, 2018 (File No. 001-34666)).
+10.15						Form of Change in Control Agreement for Executive Officers, as amended (incorporated herein by reference to Exhibit 10.2 of the Registrant's Form 8-K filed on December 19, 2018 (File No. 001-34666)).
+10.16						Executive Incentive Bonus Plan, as amended on December 13, 2018 (incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed on December 19, 2018 (File No. 001-34666)).
+10.17						Clawback Policy, as adopted on December 13, 2018 (incorporated by reference to Exhibit 10.5 of the Registrant’s Current Report on Form 8-K filed on December 19, 2018 (File No. 001-34666)).
+†10.18						Form of Restricted Stock Unit Award Agreement for Performance-Based Awards under the 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K filed on January 31, 2024 (File No. 001-34666)).


+10.19						Form of Restricted Stock Unit Award Agreement for Performance-Based Awards under the 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on October 23, 2025 (File No. 001-34666)).
10.20						Credit Agreement, dated as of June 23, 2021, by and among MaxLinear, Inc., the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 24, 2021 ).
10.21						Security Agreement, dated as of June 23, 2021, by and among MaxLinear, Inc., the subsidiary guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as collateral agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on June 24, 2021)

10.22						Commitment Letter, dated as of May 5, 2022, by and among MaxLinear, Inc., Wells Fargo Bank, N.A., and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 5, 2022).
10.23						Amended and Restated Commitment Letter, dated as of June 17, 2022, by and among MaxLinear, Inc., Wells Fargo Bank, N.A., Wells Fargo Securities, LLC, Bank of Montreal, BMO Capital Markets Corp., Citizens Bank, N.A., Truist Bank and Trust Securities, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 21, 2022)
10.24						Second Amended and Restated Commitment Letter by and among MaxLinear, Inc., Wells Fargo Bank, N.A., Wells Fargo Securities, LLC, Bank of Montreal, BMO Capital Markets Corp., Citizens Bank, N.A., Truist Bank, and Truist Securities, Inc. dated as of October 24, 2022 (incorporated by reference to Exhibit 10.32 to the Registrant's Annual Report on Form 10-K filed on February 1, 2023).
10.25						Amendment No. 1 to Credit Agreement, date as of June 29, 2023, by and among MaxLinear, Inc., the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on July 27, 2023 (File No. 001-34666)).

+10.26						2024 Inducement Equity Incentive Plan and related form agreements (incorporated by reference from Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 29, 2024).
+*10.27						Separation Agreement and Release between the Company and William Torgerson.
*^19.1						Insider Trading Policy of MaxLinear, Inc.
*21.1						Subsidiaries of the Registrant.
*23.1						Consent of Independent Registered Public Accounting Firm.

*24.1						Power of Attorney (included on the signature page of this Form 10-K).
*31.1						Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2						Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
#*32.1						Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+97.1						Compensation Recovery Policy, as adopted on August 9, 2023 (incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K filed on January 31, 2024 (File No. 001-34666)).

Table of Contents

Exhibit Number						Exhibit Title
+10.13						Employment Offer Letter, dated June 7, 2018, between the Registrant and Steven Litchfield (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 10-Q filed on August 7, 2018 (File No. 001-34666)).
+10.14						Form of Change in Control Agreement for Chief Executive Officer and Chief Financial Officer, as amended (incorporated herein by reference to Exhibit 10.1 of the Registrant's Form 8-K filed on December 19, 2018 (File No. 001-34666)).
+10.15						Form of Change in Control Agreement for Executive Officers, as amended (incorporated herein by reference to Exhibit 10.2 of the Registrant's Form 8-K filed on December 19, 2018 (File No. 001-34666)).
+10.16						Executive Incentive Bonus Plan, as amended on December 13, 2018 (incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed on December 19, 2018 (File No. 001-34666)).
+†10.17						Form of Restricted Stock Unit Award Agreement for Performance-Based Awards under the 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K filed on January 31, 2024 (File No. 001-34666)).
10.18						Credit Agreement, dated as of June 23, 2021, by and among MaxLinear, Inc., the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 24, 2021).
10.19						Security Agreement, dated as of June 23, 2021, by and among MaxLinear, Inc., the subsidiary guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as collateral agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on June 24, 2021)
+10.20						Employment Offer Letter, dated April 26, 2022, between the Registrant and Michelle M. Sayer (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 10-Q filed on July 27, 2022).
10.21						Commitment Letter, dated as of May 5, 2022, by and among MaxLinear, Inc., Wells Fargo Bank, N.A., and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 5, 2022).
10.22						Amended and Restated Commitment Letter, dated as of June 17, 2022, by and among MaxLinear, Inc., Wells Fargo Bank, N.A., Wells Fargo Securities, LLC, Bank of Montreal, BMO Capital Markets Corp., Citizens Bank, N.A., Truist Bank and Trust Securities, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 21, 2022)
10.23						Second Amended and Restated Commitment Letter by and among MaxLinear, Inc., Wells Fargo Bank, N.A., Wells Fargo Securities, LLC, Bank of Montreal, BMO Capital Markets Corp., Citizens Bank, N.A., Truist Bank, and Truist Securities, Inc. dated as of October 24, 2022 (incorporated by reference to Exhibit 10.32 to the Registrant's Annual Report on Form 10-K filed on February 1, 2023).
10.24						Amendment No. 1 to Credit Agreement, date as of June 29, 2023, by and among MaxLinear, Inc., the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on July 27, 2023 (File No. 001-34666)).
+10.25						Employer Separation Agreement and Release between the Company and Michelle Sayer (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 10-Q filed on October 23, 2024 (File No. 001-34666)).
+10.26						2024 Inducement Equity Incentive Plan and related form agreements (incorporated by reference from Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 29, 2024).
+*10.27						Separation Agreement and Release between the Company and William Torgerson.
*^19.1						Insider Trading Policy of MaxLinear, Inc.
*21.1						Subsidiaries of the Registrant.
*23.1						Consent of Independent Registered Public Accounting Firm.
*24.1						Power of Attorney (included on the signature page of this Form 10-K).
*31.1						Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2						Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
#*32.1						Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+97.1						Compensation Recovery Policy, as adopted on August 9, 2023 (incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K filed on January 31, 2024 (File No. 001-34666)).

Table of Contents


Exhibit Number						Exhibit Title
101.INS						XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCH						XBRL Taxonomy Extension Schema Document
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						XBRL Taxonomy Extension Label Linkbase Document
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


*			Filed herewith.


#			In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished pursuant to this item will not be deemed “filed” for purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.


+			Indicates a management contract or compensatory plan.


†			Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Registrant agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.
^			Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(a)(6).

(b) Exhibits

The exhibits filed as part of this report are listed in Item 15(a)(3) of this Form 10-K.

The financial statement schedule required by Regulation S-X and Item 8 of this form is listed in Item 15(a)(2) of this Form 10-K.

8079

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MAXLINEAR, INC.

(Registrant)

By:

/s/ KISHORE SEENDRIPU, Ph.D.

Kishore Seendripu, Ph.D.

President and Chief Executive Officer

Date:

January 29, ~~2025~~2026

(Principal Executive Officer)

8180

Table of Contents

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kishore Seendripu, Ph.D. and Steven Litchfield, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to sign any and all amendments (including post-effective amendments) to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-facts and agents, or his substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature

Title

Date

/s/ KISHORE SEENDRIPU, Ph.D.

President, Chief Executive Officer, and Director

January 29, ~~2025~~2026

Kishore Seendripu, Ph.D.

(Principal Executive Officer)

/s/ STEVEN G. LITCHFIELD

Chief Financial Officer and Chief Corporate Strategy Officer

January 29, ~~2025~~2026

Steven G. Litchfield

(Principal Financial Officer)

/s/ CONNIE KWONG

Corporate Controller

January 29, ~~2025~~2026

Connie Kwong

(Principal Accounting Officer)

/s/ THOMAS E. PARDUN

Lead Director

January 29, ~~2025~~2026

Thomas E. Pardun

/s/ DANIEL A. ARTUSI

Director

January 29, ~~2025~~2026

Daniel A. Artusi

/s/ CAROLYN D. BEAVER

Director

January 29, ~~2025~~2026

Carolyn D. Beaver

/s/ GREGORY P. DOUGHERTY

Director

January 29, ~~2025~~2026

Gregory P. Dougherty

/s/ TSU-JAE KING LIU, Ph.D.

Director

January 29, 2025

/s/ ALBERT J. MOYER

Director

January 29, 2026

Tsu-Jae King Liu, Ph.D.

/s/ ALBERT J. MOYER

Director

January 29, 2025

Albert J. Moyer

/s/ THEODORE TEWKSBURY, Ph.D.

Director

January 29, ~~2025~~2026

Theodore Tewksbury, Ph.D.

8281

Table of Contents

MaxLinear, Inc.

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248)			8483
Consolidated Balance Sheets			8685
Consolidated Statements of Operations			8786
Consolidated Statements of Comprehensive Income (Loss)			8887
Consolidated Statements of Stockholders’ Equity			8988
Consolidated Statements of Cash Flows			9089
Notes to Consolidated Financial Statements			9190

8382

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

MaxLinear, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of MaxLinear, Inc. (a Delaware corporation) and subsidiaries (the "“Company"”) as of December 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, ~~2024~~2025, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the "“consolidated financial statements"”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2024~~2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("“PCAOB"”), the Company’s internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"), and our report dated January 29, ~~2025~~2026 expressed an unqualified opinion.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the ~~Public Company Accounting Oversight Board (United States) ("~~PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Realizability of deferred tax assets

As discussed in Note 1 to the financial statements, management records valuation allowances to reduce deferred tax assets when a judgment is made, that is considered more likely than not, that a tax benefit will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences will become deductible. The Company assesses the need for a valuation allowance by evaluating both positive and negative evidence that may exist.

We identified the realizability of deferred tax assets as a critical audit matter. The principal consideration for our determination that the realizability of deferred tax assets as a critical audit matter is that the forecast of future taxable income is an accounting estimate subject to a high level of estimation. There is inherent uncertainty and subjectivity related to management’s judgments and assumptions regarding the Company’s international tax structure and transfer pricing agreements, determination of the taxable income by jurisdiction and the impacts of the Tax Act on future taxable income, which are complex in nature and require significant auditor judgment.83

Table of Contents

~~Addressing~~We ~~the~~identified ~~matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on~~ the ~~consolidated financial statements. These procedures included testing the effectiveness of controls relating to the~~ realizability of deferred tax assets. ~~These~~as ~~procedures~~a ~~also~~critical ~~included,~~audit ~~among~~matter. ~~others,~~The ~~(i)~~principal ~~evaluating~~consideration ~~the~~for ~~appropriateness~~our ofdetermination ~~management's~~that ~~calculation used, (ii) testing~~ the ~~completeness,~~realizability ~~accuracy and relevance~~ of ~~the~~deferred ~~underlying~~tax ~~data~~assets ~~used~~as ina ~~the~~critical ~~calculation,~~audit ~~and~~matter ~~(iii)~~is ~~evaluating~~that the ~~reasonableness~~forecast of ~~significant assumptions used in the calculation of~~ future taxable income, ~~including~~is ~~transfer~~an ~~pricing~~accounting ~~between~~estimate ~~various~~subject ~~foreign~~to ~~jurisdictions.~~a ~~Evaluating~~high ~~management's~~level ~~assumptions related to estimates~~ of ~~future~~estimation. ~~taxable~~There ~~income~~is ~~involved~~inherent ~~evaluating~~uncertainty ~~whether~~and ~~the~~subjectivity ~~assumptions~~related ~~used~~to ~~were~~management’s ~~reasonable~~judgments ~~considering (i) current~~ and ~~past~~assumptions ~~profitability,~~regarding ~~(ii)~~ the ~~consistency~~Company’s ~~with~~international ~~external~~tax ~~market~~structure and ~~industry~~transfer ~~data~~pricing agreements, ~~and~~determination ~~(iii) whether these assumptions were consistent with evidence obtained in other areas~~ of the ~~audit.~~taxable ~~Professionals~~income ~~with~~by ~~specialized~~jurisdiction ~~skill~~ and ~~knowledge were used to assist in evaluating management's assumptions and calculation for assessing~~ the ~~realizability~~impacts of ~~deferred~~recent tax ~~assets,~~legislation ~~including~~on ~~the~~future ~~mechanics~~taxable ~~and~~income, ~~application~~which ofare ~~tax~~complex ~~law~~in tonature ~~the~~and ~~projected~~require ~~tax~~significant ~~calculation~~auditor judgment.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the realizability of deferred tax assets. These procedures also included, among others, (i) evaluating the appropriateness of management's calculation used, (ii) testing the completeness, accuracy and relevance of the underlying data used in the calculation, and (iii) evaluating the reasonableness of significant assumptions used in the calculation of future taxable income, including transfer pricing between various foreign jurisdictions and certain tax planning strategies. Evaluating management's assumptions related to estimates of future taxable income involved evaluating whether the assumptions used were reasonable considering (i) current and past profitability, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating management's assumptions and calculation for assessing the realizability of deferred tax assets, including the mechanics and application of tax law to the projected tax calculation.

/s/ Grant Thornton LLP

We have served as the Company’s auditor since 2016.

Newport Beach, CaliforniaJanuary 29, ~~2025~~2026

8584

Table of Contents

MAXLINEAR, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except par value amounts)

	December 31,2024		December 31,2023
	December 31,2025		December 31,2024
Assets
Current assets:
Cash and cash equivalents	$	~~118~~72,~~575~~806	$	~~187~~118,~~288~~575
Short-term restricted cash	1,~~003~~419		1,~~051~~003
Accounts receivable, net	8546,~~464~~122		~~170~~85,~~619~~464
Inventory	9078,~~343~~104		9990,~~908~~343
Prepaid expenses and other current assets	2850,~~057~~390		2928,~~159~~057
Total current assets	~~323~~248,~~442~~841		~~488~~323,~~025~~442
Long-term restricted cash	2527,187		1725
Property and equipment, net	5948,~~300~~873		6659,~~431~~300
Leased right-of-use assets	1815,~~184~~506		3118,~~264~~184
Intangible assets, net	5548,~~008~~892		7355,~~630~~008
Goodwill	318,588		318,588
Deferred tax assets	6877,~~662~~268		6968,~~493~~662
Other long-term assets	2111,~~430~~241		3221,~~809~~430
Total assets	$	~~864~~796,~~639~~396	$	1864,~~080,257~~639
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	3137,~~378~~916	$	2131,~~551~~378
Accrued price protection liability	4326,~~401~~493		7143,~~684~~401
Accrued expenses and other current liabilities	8772,~~408~~392		9887,~~468~~408
Accrued compensation	2049,~~097~~219		3020,~~426~~097
Total current liabilities	~~182~~186,~~284~~020		~~222~~182,~~129~~284
Long-term lease liabilities	1612,~~952~~313		2616,~~243~~952
Long-term debt	~~122~~123,~~996~~618		122,~~375~~996
Other long-term liabilities	2622,~~124~~550		2326,~~245~~124
Total liabilities	~~348~~344,~~356~~501		~~393~~348,~~992~~356
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.0001 par value; 25,000 shares authorized, no shares issued or outstanding	—		—
Common stock, $0.0001 par value; 550,000 shares authorized; 84,613 shares issued and outstanding at December 31, 2024 and 81,818 shares issued and outstanding December 31, 2023	8		8
Common stock, $0.0001 par value; 550,000 shares authorized; 86,451 shares issued and outstanding at December 31, 2025 and 84,613 shares issued and outstanding December 31, 2024	9		8
Additional paid-in capital	~~886~~951,~~823~~262		~~808~~886,~~575~~823
Accumulated other comprehensive loss	(6,823)		(3,791)
Accumulated other comprehensive income (loss)	1,030		(6,823)
Accumulated deficit	(~~363~~500,~~725~~406)		(~~118~~363,~~527~~725)
Total stockholders’ equity	~~516~~451,~~283~~895		~~686~~516,~~265~~283
Total liabilities and stockholders’ equity	$	~~864~~796,~~639~~396	$	1864,~~080,257~~639

See accompanying notes.

8685

Table of Contents

MAXLINEAR, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	Year Ended December 31,
		2024		2023		2022
		2025		2024		2023
Net revenue		$	~~360~~467,~~528~~641	$	~~693~~360,~~263~~528	$	1693,~~120,252~~263
Cost of net revenue		~~165~~201,~~746~~827		~~307~~165,~~600~~746		~~470~~307,~~483~~600
Gross profit		~~194~~265,~~782~~814		~~385~~194,~~663~~782		~~649~~385,~~769~~663
Operating expenses:
Research and development		~~225~~208,~~189~~599		~~269~~225,~~504~~189		~~296~~269,~~442~~504
Selling, general and administrative		~~138~~159,~~329~~580		~~132~~138,~~156~~329		~~168~~132,~~008~~156
Impairment losses		~~1,237~~—		21,~~438~~237		2,~~811~~438
Restructuring charges		5324,~~379~~525		1953,~~786~~379		219,~~265~~786
Total operating expenses		~~418~~392,~~134~~704		~~423~~418,~~884~~134		~~469~~423,~~526~~884
Income (loss) from operations		(223,352)		(38,221)		180,243
Loss from operations		(126,890)		(223,352)		(38,221)
Interest income		63,~~386~~385		6,~~053~~386		~~245~~6,053
Interest expense		(10,~~874~~056)		(10,~~702~~874)		(910,~~768~~702)
Other income (expense), net		(10,877)		(20,940)		3,478
Other expense, net		(7,333)		(10,877)		(20,940)
Total other income (expense), net		(1514,~~365~~004)		(2515,~~589~~365)		(625,~~045~~589)
Income (loss) before income taxes		(238,717)		(63,810)		174,198
Loss before income taxes		(140,894)		(238,717)		(63,810)
Income tax provision		6,481		9,337		49,158
Income tax provision (benefit)		(4,213)		6,481		9,337
Net income (loss)		$	(245,198)	$	(73,147)	$	125,040
Net loss		$	(136,681)	$	(245,198)	$	(73,147)
Net income (loss) per share:
Net loss per share:
Basic		$	(21.9358)	$	(02.9193)	$	1(0.6091)
Diluted		$	(21.9358)	$	(02.9193)	$	1(0.5591)
Shares used to compute net income (loss) per share:
Shares used to compute net loss per share:
Basic		8386,~~600~~588		8083,~~719~~600		7880,~~039~~719
Diluted		8386,~~600~~588		8083,~~719~~600		80,~~852~~719

See accompanying notes.

8786

Table of Contents

MAXLINEAR, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

	Year Ended December 31,
		2024		2023		2022
		2025		2024		2023
Net income (loss)		$	(245,198)	$	(73,147)	$	125,040
Net loss		$	(136,681)	$	(245,198)	$	(73,147)
Other comprehensive loss, net of tax:
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of tax expense of $280 in 2024, benefit of $95 in 2023 and expense of $184 in 2022		(3,030)		121		(5,201)
Foreign currency translation adjustments, net of tax benefit of $1,038 in 2025, expense of $280 in 2024 and benefit of $95 in 2023		7,762		(3,030)		121
Net actuarial gain (loss) on pension and other defined benefit plans, net of tax expense of $8 in 2024, benefit of $85 in 2023 and $0 in 2022		(19)		(206)		2,055
Net actuarial gain (loss) on pension and other defined benefit plans, net of tax expense of $35 in 2025, expense of $8 in 2024 and benefit of $85 in 2023		91		(19)		(206)
Reclassification adjustments of unrealized gain (loss) on pension and other defined benefit plans, net of tax benefit of $8 in 2024, $1,107 in 2023 and $0 in 2022		17		(2,685)		—
Reclassification adjustments of unrealized gain (loss) on pension and other defined benefit plans, net of tax benefit of $0 in 2025, $8 in 2024 and $1,107 in 2023		—		17		(2,685)
Other comprehensive loss		(3,032)		(2,770)		(3,146)
Other comprehensive income (loss)		7,853		(3,032)		(2,770)
Total comprehensive income (loss)		$	(248,230)	$	(75,917)	$	121,894
Total comprehensive loss		$	(128,828)	$	(248,230)	$	(75,917)

See accompanying notes.

8887

Table of Contents

MAXLINEAR, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

	Common Stock				AdditionalPaid-InCapital	AccumulatedOtherComprehensiveIncome (Loss)	AccumulatedDeficit	Total Stockholders’Equity
		Shares	Amount
Balance at December 31, 2021		76,778	$	8				$	657,485	$	2,125	$	(170,420)	$	489,198
Balance at December 31, 2022		78,745	$	8				$	722,778	$	(1,021)	$	(45,380)	$	676,385
Common stock issued pursuant to equity awards, net		2,391	—					10,252		—		—		10,252
Repurchase of common stock		(564)	—					(31,511)		—		—		(31,511)
Employee stock purchase plan		140	—					4,684		—		—		4,684
Stock-based compensation		—	—					81,868		—		—		81,868
Other comprehensive loss		—	—					—		(3,146)		—		(3,146)
Net income		—	—					—		—		125,040		125,040
Balance at December 31, 2022		78,745	8					722,778		(1,021)		(45,380)		676,385
Common stock issued pursuant to equity awards, net		2,841	—					26,237		—		—		26,237
Employee stock purchase plan		232	—					4,379		—		—		4,379
Stock-based compensation		—	—					55,181		—		—		55,181
Other comprehensive loss		—	—					—		(2,770)		—		(2,770)
Net loss		—	—					—		—		(73,147)		(73,147)
Balance at December 31, 2023		81,818	8					808,575		(3,791)		(118,527)		686,265
Common stock issued pursuant to equity awards, net		2,502	—					8,175		—		—		8,175
Employee stock purchase plan		293	—					4,102		—		—		4,102
Stock-based compensation		—	—					65,971		—		—		65,971
Other comprehensive loss		—	—					—		(3,032)		—		(3,032)
Net loss		—	—					—		—		(245,198)		(245,198)
Balance at December 31, 2024		84,613	$8	8				$886,823	~~886,823~~	$(6,823)	~~(6,823)~~	$(363,725)	~~(363,725)~~	$516,283	~~516,283~~
Common stock issued pursuant to equity awards, net		2,651	1					3,693		—		—		3,694
Repurchase of common stock		(1,144)	—					(20,000)		—		—		(20,000)
Employee stock purchase plan		331	—					3,568		—		—		3,568
Stock-based compensation		—	—					77,178		—		—		77,178
Other comprehensive income		—	—					—		7,853		—		7,853
Net loss		—	—					—		—		(136,681)		(136,681)
Balance at December 31, 2025		86,451	$	9				$	951,262	$	1,030	$	(500,406)	$	451,895

See accompanying notes.

8988

Table of Contents

MAXLINEAR, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Year Ended December 31,

2024

2023

2022

2025

2024

2023

Operating Activities

Net income (loss)

(245,198)

(73,147)

125,040

Net loss

(136,681)

(245,198)

(73,147)

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

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

Amortization and depreciation

5443,~~140~~992

7154,~~516~~140

8071,~~731~~516

Impairment losses

~~1,237~~—

21,~~438~~237

2,~~811~~438

Impairment of investments and other assets

~~14,000~~700

—14,000

—

Amortization of debt issuance costs and accretion of discounts

21,~~538~~929

2,~~561~~538

12,~~975~~561

Stock-based compensation

6677,~~021~~128

5566,~~176~~021

8155,~~704~~176

Deferred income taxes

~~826~~(8,595)

~~(4,452)~~826

23(4,~~454~~452)

Loss on disposal of property and equipment

1,~~068~~247

21,~~057~~068

~~170~~2,057

Gain on sale of investments

—

~~(434)~~—

(~~3,375~~434)

Unrealized holding loss on investments

—

~~1,765~~—

1,~~476~~765

Impairment of leased right-of-use assets

~~5,555~~427

—5,555

~~462~~—

Gain on settlement of pension

—

~~(1,008)~~—

—(1,008)

Gain on extinguishment of lease liabilities

(~~555~~521)

—(555)

—

(Gain) loss on foreign currency and other

(16,~~253)~~159

2(1,~~475~~253)

(12,~~829)~~475

Excess tax (benefits) deficiencies on stock-based awards

3,~~250~~713

~~(253)~~3,250

(~~9,921~~253)

Changes in operating assets and liabilities, net of effects of acquisitions:

Accounts receivable, net

8539,~~155~~342

185,~~406~~155

~~(50~~1,~~875)~~406

Inventory

912,~~565~~239

609,~~636~~565

~~(28~~60,~~841)~~636

Prepaid expenses and other assets

(111,~~873~~874)

(91,~~328~~873)

1(9,~~789~~328)

Accounts payable, accrued expenses and other current liabilities

(412,~~569~~484)

(294,~~431~~569)

65(29,~~815~~431)

Accrued compensation

~~919~~34,762

~~9,708~~919

429,~~003~~708

Accrued price protection liability

(2816,~~283~~908)

(4128,~~562~~283)

73(41,~~574~~562)

Lease liabilities

(1011,~~695~~497)

(1110,~~671~~695)

(11,~~440~~671)

Other long-term liabilities

2(3,~~857~~459)

42,~~920~~857

(54,~~997)~~920

Net cash provided by (used in) operating activities

~~(45~~19,~~295)~~619

43(45,~~372~~295)

~~388~~43,~~726~~372

Investing Activities

Purchases of property and equipment

(1712,~~680~~598)

(1317,~~454~~680)

(4113,~~253~~454)

Purchases of intangible assets

(57,~~766~~197)

(65,~~355~~766)

(116,~~184~~355)

Cash used in acquisition, net of cash acquired

—

~~(13,324)~~—

—(13,324)

Proceeds loaned under notes receivable

—

(10,000)

Sale of trading securities

—

17,198

Purchases of long-term investments

—

(29,325)

Net cash used in investing activities

(19,795)

(23,446)

(15,935)

Sale of trading securities

—

17,198

—

Net cash used in investing activities

(23,446)

(15,935)

(91,762)

Financing Activities

Payment of debt issuance cost

—

~~(18,325)~~—

—(18,325)

Repayment of debt

—

(185,000)

Net proceeds from issuance of common stock

3,558

4,091

4,559

Net proceeds from issuance of common stock

4,091

4,559

5,006

Minimum tax withholding paid on behalf of employees for restricted stock units

(2,217)

(2,805)

(12,590)

Minimum tax withholding paid on behalf of employees for restricted stock units<

Filing Compare · MAXLINEAR, INC