CIRRUS LOGIC, INC.

Previous wording

This Quarterly Report on Form 10-Q including Management’s Discussion and Analysis of Financial Condition and Results of Operations and certain information incorporated herein by reference contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are based on expectations, estimates, forecasts and projections and the beliefs and assumptions of our management as of the filing of this Form 10-Q. In some cases, forward-looking statements are identified by words such as “expect,” “anticipate,” “target,” “project,” “believe,” “goals,” “estimates,” “intend,” and variations of these types of words and similar expressions which are intended to identify these forward-looking statements. In addition, any statements that refer to our plans, expectations, strategies or other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements and readers should not place undue reliance on such statements. We undertake no obligation, and expressly disclaim any duty, to revise or update publicly any forward-looking statement for any reason, except as required by law.

Current wording

This Quarterly Report on Form 10-Q including Management’s Discussion and Analysis of Financial Condition and Results of Operations and certain information incorporated herein by reference contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are based on expectations, estimates, forecasts and projections and the beliefs and assumptions of our management as of the filing of this Form 10-Q. In some cases, forward-looking statements are identified by words such as “expect,” “anticipate,” “target,” “project,” “believe,” “goals,” “estimates,” “intend,” and variations of these types of words and similar expressions which are intended to identify these forward-looking statements. In addition, any statements that refer to our plans, expectations, strategies or other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements and readers should not place undue reliance on such statements. We undertake no obligation, and expressly disclaim any duty, to revise or update publicly any forward-looking statement for any reason, except as required by law.

Previous wording

There have been no significant changes during the three and nine months ended December 27, 2025, to the information provided under the headings “Critical Accounting Estimates” and “Summary of Significant Accounting Policies” included in our fiscal year 2025 Annual Report on Form 10-K for the fiscal year ended March 29, 2025.

Current wording

There have been no significant changes during the three months ended June 27, 2026, to the information provided under the headings “Critical Accounting Estimates” and “Summary of Significant Accounting Policies” included in our fiscal year 2026 Annual Report on Form 10-K for the fiscal year ended March 28, 2026.

Previous wording

The following table summarizes the results of our operations for thethree and nine months of fiscal years 2026 and 2025, respectively, as a percentage of net sales. All percentage amounts were calculated using the underlying data in thousands, unaudited:

Current wording

The following table summarizes the results of our operations for thethree months of fiscal years 2027 and 2026, respectively, as a percentage of net sales. All percentage amounts were calculated using the underlying data in thousands, unaudited. Percentages are rounded to the nearest whole percent and, as a result, may not sum to subtotals presented.

Previous wording

Net sales for the third quarter of fiscal year 2026 increased $24.9 million, or 4 percent, to $580.6 million from $555.7 million in the third quarter of fiscal year 2025. Net sales from our audio products decreased $1.8 million, primarily driven by lower general market sales and declines in average sales prices ("ASPs") due to previously anticipated pricing reductions. This decrease was mostly offset by higher smartphones units. Net sales from HPMS products increased $26.7 million for the quarter versus the third quarter of fiscal year 2025, primarily due to higher smartphone unit volumes, partially offset by declines in ASPs due to previously anticipated pricing reductions.

Current wording

Net sales for the first quarter of fiscal year 2027 increased $52.5 million, or 13 percent, to $459.7 million from $407.3 million in the first quarter of fiscal year 2026. Net sales from our audio products increased $9.0 million, primarily driven by higher sales of components shipping in smartphones, partially offset by declines in average sales prices ("ASPs") due to previously anticipated pricing reductions. Net sales from HPMS products increased $43.5 million for the quarter versus the first quarter of fiscal year 2026, primarily due to higher sales of components shipping in smartphones, partially offset by declines in ASPs due to previously anticipated pricing reductions.

Previous wording

International sales, including sales to U.S.-based end customers that manufacture products through contract manufacturers or plants located overseas, were approximately 99 percent of net sales for each of the third quarters and nine month periods of fiscal years 2026 and 2025. Our sales are denominated primarily in U.S. dollars.

Current wording

International sales, including sales to U.S.-based end customers that manufacture products through contract manufacturers or plants located overseas, were approximately 99 percent of net sales for each of the first quarters of fiscal years 2027 and 2026. Our sales are denominated primarily in U.S. dollars.

Previous wording

Since the components we produce are largely proprietary, we consider our end customer to be the entity specifying the use of our component in their design. These end customers may purchase our products directly from us, through distributors, or third-party manufacturers contracted to produce their designs. For the third quarters of fiscal years 2026 and 2025, our ten largest end customers represented approximately 97 percent and 96 percent, of our net sales, respectively, and 96 percent of our net sales for each of the first nine months of fiscal years 2026 and 2025.

Current wording

Since the components we produce are largely proprietary, we consider our end customer to be the entity specifying the use of our component in their design. These end customers may purchase our products directly from us, through distributors, or third-party manufacturers contracted to produce their designs. For the first quarters of fiscal years 2027 and 2026, our ten largest end customers represented approximately 96 percent and 95 percent of our net sales, respectively.

Previous wording

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 quarters of fiscal years 2026 and 2025, respectively, and 90 percent for each of the first nine months of fiscal years 2026 and 2025.

Current wording

We had one end customer, Apple Inc., that purchased through multiple contract manufacturers and represented approximately 90 percent and 86 percent of the Company’s total net sales for the first quarters of fiscal years 2027 and 2026, respectively.

Previous wording

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

Current wording

No other end customer or distributor represented more than 10 percent of net sales for the three months ended June 27, 2026 or June 28, 2025.

Previous wording

Research and development expense for the third quarter of fiscal year 2026 was $113.6 million, an increase of $0.6 million, from $113.0 million in the third quarter of fiscal year 2025. Significant drivers included increased employee-related expenses, partially offset by reduced product development and stock-based compensation costs in the quarter.

Current wording

Research and development expense for the first quarter of fiscal year 2027 was $115.0 million, an increase of $12.1 million, from $102.9 million in the first quarter of fiscal year 2026. Significant drivers included increased employee-related, product development, variable compensation, and IT and facilities-related costs during the quarter.

Previous wording

Selling, general and administrative expense for the third quarter of fiscal year 2026 was $41.6 million, an increase of $2.6 million, from $39.0 million in the third quarter of fiscal year 2025, due primarily to increased professional services and stock-based compensation costs.

Current wording

Selling, general and administrative expense for the first quarter of fiscal year 2027 was $42.4 million, an increase of $3.7 million, from $38.7 million in the first quarter of fiscal year 2026, due primarily to increased employee-related costs and professional fees for the quarter.

Previous wording

The Company reported interest income of $9.5 million and $27.3 million for the three and nine months ended December 27, 2025, respectively, and $8.4 million and $25.2 million for the three and nine months ended December 28, 2024, respectively. Interest income increased in the current period due to returns generated from higher combined average cash, cash equivalents and marketable securities balances, compared to the prior period.

Current wording

The Company reported interest income of $10.4 million and $8.8 million for the three months ended June 27, 2026, and June 28, 2025, respectively. Interest income increased in the current period due to higher average cash, cash equivalents and marketable securities balances, partially offset by marginally lower interest rates compared to the prior period.

Previous wording

The Company reported interest expense of $0.2 million and $0.7 million for the three and nine months ended December 27, 2025, respectively, and $0.2 million and $0.7 million for the three and nine months ended December 28, 2024, respectively. Interest expense consists primarily of commitment fees associated with the Company's Revolving Credit Facility (see Note 8 - Revolving Credit Facility of the Notes to the Consolidated Condensed Financial Statements).

Current wording

The Company reported interest expense of $0.3 million and $0.2 million for the three months ended June 27, 2026, and June 28, 2025, respectively. Interest expense consists primarily of commitment fees and debt issuance cost amortization associated with the Company's Revolving Credit Facility (see Note 8 - Revolving Credit Facility of the Notes to the Consolidated Condensed Financial Statements).

Previous wording

For the three and nine months ended December 27, 2025, the Company reported other income of $0.2 million and other expense of $0.2 million, respectively. For the three and nine months ended December 28, 2024, the Company reported other expense of $0.2 million and $1.4 million in other income, respectively. This activity primarily related to non-investment related income (expense) and remeasurement on foreign currency denominated monetary assets and liabilities.

Current wording

For the three months ended June 27, 2026 and June 28, 2025, the Company reported other expense of $0.4 million and $0.4 million, respectively. This activity primarily related to non-investment related expense and remeasurement on foreign currency denominated monetary assets and liabilities.

Previous wording

Our income tax expense for the third quarter of fiscal year 2026 was $22.1 million compared to $37.7 million for the third quarter of fiscal year 2025, resulting in effective tax rates of 13.6 percent and 24.5 percent, respectively. Our income tax expense was $63.9 million and $90.1 million for the first nine months of fiscal years 2026 and 2025, respectively, resulting in effective tax rates of 16.1 percent and 25.7 percent, respectively.

Current wording

Our income tax expense for the first quarter of fiscal year 2027 was $17.3 million compared to $19.9 million for the first quarter of fiscal year 2026, resulting in effective tax rates of 18.4 percent and 24.7 percent, respectively.

Previous wording

Effective tax rates for fiscal year 2025 were unfavorably impacted by a provision in the Tax Cuts and Jobs Act of 2017 that required research and development (“R&D”) expenditures incurred in tax years beginning after December 31, 2021 to be capitalized and amortized ratably over five or fifteen years depending on the location in which the research activities are conducted, which resulted in increased GILTI inclusions in these periods. In addition, those periods were unfavorably impacted by U.S. tax rules related to refundable tax credits, including R&D expenditure credits available to us in the United Kingdom, that reduce the amount of foreign tax credits available to offset GILTI.

Current wording

The effective tax rate for the first quarter of fiscal year 2027 was lower than the prior period presented, primarily due to the July 4, 2025 enactment of the One Big Beautiful Bill Act that reinstated immediate expensing of U.S. R&D expenditures. The effective tax rate for the first quarter of fiscal year 2026 was unfavorably impacted by the Tax Cuts and Jobs Act of 2017 provision that required worldwide R&D expenditures to be capitalized and amortized, which resulted in increased GILTI inclusions in the period, and by U.S. tax rules related to refundable tax credits, including R&D expenditure credits available to us in the United Kingdom, that reduced the amount of foreign tax credits available to offset GILTI.

Previous wording

We require cash to fund our operating expenses and working capital requirements, including outlays for inventory, capital expenditures, share repurchases, and strategic acquisitions. Our principal sources of liquidity are cash on hand, cash generated from operations, cash generated from the sale and maturity of marketable securities, and available borrowings under our $300 million Revolving Credit Facility.

Current wording

We require cash to fund our operating expenses and working capital requirements, including outlays for inventory, capital expenditures, share repurchases, and strategic acquisitions. Our principal sources of liquidity are cash on hand, cash generated from operations, cash generated from the sale and maturity of marketable securities, and available borrowings under our $350 million Revolving Credit Facility.

Previous wording

Cash generated from our operating activities is net income adjusted for certain non-cash items and changes in working capital. Cash generated from operations was $499.2 million for the first nine months of fiscal year 2026 versus $314.0 million generated for the corresponding period of fiscal year 2025. The cash flow from operations during the first nine months of fiscal year 2026 was related to the cash components of our net income and a $55.8 million favorable change in working capital, primarily as a result of decreases in inventory and prepaid wafer balances (related to the Capacity Reservation Agreement), partially offset by increases in accounts receivables, and decreases in taxes payable. The cash flow from operations during the corresponding period of fiscal year 2025 was related to the cash components of our net income and a $57.4 million unfavorable change in working capital, primarily as a result of increases in accounts receivables and inventory, partially offset by decreases in prepaid wafer balances (related to the Capacity Reservation Agreement), income taxes payable, and accounts payable and other accrued liabilities.

Current wording

Cash generated from our operating activities is net income adjusted for certain non-cash items and changes in working capital. Cash generated from operations was $64.1 million for the first three months of fiscal year 2027 versus $116.1 million generated for the corresponding period of fiscal year 2026. The cash flow from operations during the first three months of fiscal year 2027 was related to the cash components of our net income and a $42.0 million unfavorable change in working capital, primarily as a result of increases in accounts receivables and inventory, and decreases in accounts payable and other accrued liabilities, partially offset by increases in prepaid wafer usage (related to the Capacity Reservation Agreement). The cash flow from operations during the corresponding period of fiscal year 2026 was related to the cash components of our net income and a $27.4 million favorable change in working capital, primarily as a result of decreases in inventory, increases in prepaid wafer usage (related to the Capacity Reservation Agreement) and income taxes payable, partially offset by decreases in accounts payable and other accrued liabilities.

Previous wording

Net cash used in investing activities was $20.7 million during the first nine months of fiscal year 2026 versus $111.2 million during the first nine months of fiscal year 2025. The cash used in investing activities in the first nine months of fiscal year 2026 was related to net purchases of marketable securities of $8.3 million and capital expenditures and technology investments of $12.4 million. The cash used in investing activities in the corresponding period in fiscal year 2025 was related to net purchases of marketable securities of $91.6 million and capital expenditures and technology investments of $19.6 million.

Current wording

Net cash used in investing activities was $19.4 million during the first three months of fiscal year 2027 versus $6.2 million during the first three months of fiscal year 2026. The cash used in investing activities in the first three months of fiscal year 2027 was related to net purchases of marketable securities of $3.9 million and capital expenditures and technology investments of $15.5 million. The cash used in investing activities in the corresponding period in fiscal year 2026 was related to net purchases of marketable securities of $3.4 million and capital expenditures and technology investments of $2.8 million.

Previous wording

Net cash used in financing activities was $240.0 million during the first nine months of fiscal year 2026 and was primarily associated with stock repurchases for the period of $210.0 million. The cash used in financing activities during the first nine months of fiscal year 2025 of $179.1 million was primarily associated with stock repurchases during the period of $161.0 million.

Current wording

Net cash used in financing activities was $35.0 million during the first three months of fiscal year 2027 and was primarily associated with stock repurchases for the period of $31.5 million. The cash used in financing activities during the first three months of fiscal year 2026 of $100.7 million was primarily associated with stock repurchases during the period of $100.0 million.

Previous wording

Our future capital requirements will depend on many factors, including the rate of sales growth, market acceptance of our products, the timing and extent of research and development projects, potential future acquisitions of companies or technologies, inventory build, and commitments under the Capacity Reservation Agreement with GlobalFoundries (discussed further in Note 12 - Commitments and Contingencies of the Notes to the Consolidated Condensed Financial Statements). We believe our expected future cash earnings, existing cash, cash equivalents, investment balances, and available borrowings under our Revolving Credit Facility will be sufficient to meet our capital requirements both domestically and internationally, in the short-term (i.e. the next 12 months) and in the long-term, although we could be required, or could elect, to seek additional funding prior to that time.

Current wording

Our future capital requirements will depend on many factors, including the rate of sales growth, market acceptance of our products, the timing and extent of research and development projects, potential future acquisitions of companies or technologies, inventory build, and commitments under the Capacity Reservation and Commitment Agreements with GlobalFoundries (discussed further in Note 12 - Commitments and Contingencies of the Notes to the Consolidated Condensed Financial Statements). We believe our expected future cash earnings, existing cash, cash equivalents, investment balances, and available borrowings under our Revolving Credit Facility will be sufficient to meet our capital requirements both domestically and internationally, in the short-term (i.e. the next 12 months) and in the long-term, although we could be required, or could elect, to seek additional funding prior to that time.

Previous wording

On July 8, 2021, the Company entered into a second amended and restated credit agreement (the “Second Amended Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. The Second Amended Credit Agreement provides for a $300 million senior secured revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility matures on July 8, 2026 (the “Maturity Date”). The Revolving Credit Facility is required to be guaranteed by all of Cirrus Logic’s material domestic subsidiaries (“Subsidiary Guarantors”). The Revolving Credit Facility is secured by substantially all the assets of Cirrus Logic and any Subsidiary Guarantors, except for certain excluded assets.

Current wording

On May 4, 2026, the Company entered into a third amended and restated credit agreement (the “Third Amended Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. The Third Amended Credit Agreement provides for a $350 million senior secured revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility matures on May 4, 2031 (the “Maturity Date”). The Revolving Credit Facility is required to be guaranteed by all of Cirrus Logic’s Subsidiary Guarantors. The Revolving Credit Facility is secured by substantially all the assets of Cirrus Logic and any Subsidiary Guarantors, except for certain excluded assets.

Previous wording

As of December 27, 2025, the Company had no amounts outstanding under the Revolving Credit Facility and was in compliance with all covenants under the Second Amended Credit Agreement.

Current wording

As of June 27, 2026, the Company had no amounts outstanding under the Revolving Credit Facility and was in compliance with all covenants under the Third Amended Credit Agreement.