Skip to main content

CIRRUS LOGIC, INC.

For the period ended Dec 27, 2025. Filed Feb 3, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Dec 27, 2025 · Filed Feb 3, 2026

CRUS$113.58+3.0%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-27; filed 2025-11-04.

0000772406-25-000041

Item 1A. RISK FACTORS

Current report: 10-Q

Period ended 2025-12-27; filed 2026-02-03.

0000772406-26-000006

Item 1A. RISK FACTORS

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 26 previous paragraphs and 31 current paragraphs.

23 unchanged; 2 reworded; 6 added; 0 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (6)

Current report

We could be subject to changes in tax laws, the adoption of new U.S. or international tax legislation or exposure to additional tax liabilities.

Current report

We are subject to taxes in the U.S. and numerous foreign jurisdictions, including the United Kingdom (“U.K.”), where a number of our subsidiaries are organized. Due to economic and political conditions, tax laws in various jurisdictions may be subject to significant change. For example, many countries have started to implement legislation and other guidance to align their international tax rules with the Organization of Economic Cooperation and Development’s Base Erosion and Profit Shifting recommendations and action plan that aim to standardize and modernize global corporate tax policy, including implementation of a global minimum tax (“Pillar Two”). These and other changes in tax laws and regulations may impact both our international and domestic tax liabilities and result in increased complexity and uncertainty and may adversely affect our provision for income taxes. Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws or their interpretation. If our effective tax rates were to increase, particularly in the U.S. or the U.K., or if the ultimate determination of taxes owed is for an amount in excess of amounts previously accrued, our operating results, cash flows, and financial condition could be adversely affected.

Current report

Significant judgment is required in the calculation of our tax provision and the resulting tax liabilities. Our estimates of future taxable income and the regional mix of this income can change as new information becomes available. Any such changes in our estimates or assumptions can significantly impact our tax provision in a given period. For discussion of our income taxes, see Note 10 - Income Taxes, of the Notes to Consolidated Financial Statements contained in Part I, Item 1.

Current report

We are also subject to the examination of our tax returns and other tax matters by the U.S Internal Revenue Service

Current report

(“IRS”) and other tax authorities and governmental bodies. We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our provision for taxes. There can be no assurance as to the outcome of these examinations.

Current report

The Company’s fiscal year 2017, 2018, and 2019 federal income tax returns are under examination by the IRS. The IRS has proposed adjustments that would increase U.S. taxable income related to transfer pricing matters with respect to our U.S. and U.K. affiliated companies. The final Revenue Agent’s Report asserted additional tax of approximately $168.3 million, excluding interest, and imposing penalties of approximately $63.7 million. We do not agree with the IRS’s positions and we continue to vigorously dispute the proposed adjustments, including through ongoing discussions as part of the administrative process with the IRS Independent Office of Appeals. If an acceptable outcome cannot be reached with IRS Appeals, we are prepared to pursue judicial remedies, which could take a number of years to resolve. Although the final resolution of these matters is uncertain, the Company believes adequate amounts have been reserved for any adjustments to the provision for income taxes that may ultimately result. However, the ultimate amount of assessed tax, interest, and penalties, if any, could be material and may have an adverse impact on our financial position, results of operations, and cash flows in future periods.
Reworded paragraphs (2)

Previous wording

While we generate sales from a broad base of customers worldwide, the loss of any of our key customers, or a significant reduction in sales or selling prices to any key customer, or reductions in selling prices made to retain key customer relationships, would significantly reduce our revenue, margins and earnings and adversely affect our business. For each of the second quarters of fiscal years 2026 and 2025, our ten largest end customers represented approximately 97 percent of our net sales. For the first six months of fiscal years of 2026 and 2025, our ten largest end customers represented approximately 97 percent and 96 percent of our net sales, respectively. We had one end customer, Apple Inc., that purchased through multiple contract manufacturers and represented approximately 90 percent of the Company’s total net sales for each of the second quarters of fiscal years 2026 and 2025, and 88 percent and 89 percent for the first six months of fiscal years of 2026 and

Current wording

While we generate sales from a broad base of customers worldwide, the loss of any of our key customers, or a significant reduction in sales or selling prices to any key customer, or reductions in selling prices made to retain key customer relationships, would significantly reduce our revenue, margins and earnings and adversely affect our business. For the third quarter of fiscal years 2026 and 2025, our ten largest end customers represented approximately 97 percent and 96 percent of our net sales, respectively. For each of the first nine months of fiscal years of 2026 and 2025, our ten largest end customers represented approximately 96 percent of our net sales. We had one end customer, Apple Inc., that purchased through multiple contract manufacturers and represented approximately 94 percent and 91 percent of the Company’s total net sales for the third quarter of fiscal years 2026 and 2025, respectively, and 90 percent for each of the first nine months of fiscal years of 2026 and 2025. No other end customer or distributor represented more than 10 percent of net sales for the three or nine months ended December 27, 2025, or December 28, 2024.

Previous wording

The Department of Homeland Security has proposed rules to amend the H-1B registration and selection process to implement a weighted lottery system based on wage levels. Under this proposal, registrations for positions offering higher wages would be given proportionally greater chances of selection while lower wage levels would receive fewer entries. This proposed weighting system would favor higher-paid positions and could disadvantage employers, like us, seeking to hire early-career or entry-level engineers who typically qualify at lower wage levels. If implemented, this rule could further limit our access to qualified foreign technical talent and increase uncertainty in our ability to secure H-1B employees.

Current wording

In December, the Department of Homeland Security finalized regulations amending the H-1B registration and selection process to implement a weighted lottery system based on wage levels. Under the finalized rules, registrations for positions offering higher wages receive proportionally greater chances of selection, while positions with lower wage levels receive fewer entries. This weighting system favors higher-paid positions and may adversely affect employers, like us, that seek to hire early-career or entry-level engineers who typically qualify at lower wage levels. As a result, the rules may further limit our access to qualified foreign technical talent and increase uncertainty in our ability to secure H-1B employees in the United States.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

2025, respectively. No other end customer or distributor represented more than 10 percent of net sales for the three or six months ended September 27, 2025, or September 28, 2024.