LATTICE SEMICONDUCTOR CORP
For the period ended Oct 3, 2026. Filed Nov 3, 2026.
View on SEC.govAbout 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.
Oct 3, 2026 · Filed Nov 3, 2026
LSCC$105.02+7.1%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-07-04; filed 2026-08-04.
0001437749-26-025657
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsCurrent report: 10-Q
Period ended 2026-10-03; filed 2026-11-03.
0001193125-26-445613
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsThe 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 13 previous paragraphs and 175 current paragraphs.
2 unchanged; 6 reworded; 167 added; 5 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 59 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 (167)
Current report
Factors Related to the AMI Acquisition and Our Capital Structure
Current report
Factors Related to Economic, Political, Legal & Regulatory Business Conditions
Current report
Factors Related to Our Markets and Product Development
Current report
Factors Related to the AMI Acquisition and Our Capital Structure
Current report
We may not realize the anticipated benefits of the AMI Acquisition, and the AMI Acquisition and other strategic transactions could disrupt our business and adversely affect our financial condition and operating results.
Current report
On July 27, 2026, we completed the AMI Acquisition for total consideration of approximately $1 billion in cash and approximately 5.2 million shares of our common stock and restricted stock units, subject to adjustments set forth in the Merger Agreement. AMI’s results have been included in our consolidated financial statements since the acquisition date, and beginning in the third quarter of fiscal 2026, we report our results in two reportable segments, FPGA and AMI. AMI is a significant business relative to our historical operations and provides platform firmware and infrastructure manageability solutions, with offerings, contract terms, pricing arrangements, sales models and support obligations that differ from those of our historical FPGA business.
Current report
We are integrating AMI’s operations, products, technology, personnel, customer relationships, information technology systems, financial reporting processes, internal controls, legal entities, intellectual property ownership and tax arrangements with our own. This integration is complex and will require significant management attention and resources over an extended period. Our ability to realize the anticipated benefits of the AMI Acquisition, including expected revenue opportunities, synergies and cost savings, within the expected timeframe or at all, depends on a number of factors, including our ability to:
Current report
Our plans for AMI remain subject to significant execution risk, and we may not realize anticipated revenue growth, cross-selling opportunities, customer adoption, product integration, operating efficiencies, margins or other strategic or financial benefits on the timing or to the extent anticipated, or at all. Customer interest or engagement with our combined offerings may not result in design wins, production deployments or revenue, and we may not successfully execute our combined product roadmap or commercial strategy.
Current report
We have incurred, and expect to continue to incur, significant acquisition-related and integration costs, and these costs may be greater than we anticipate. As we continue to integrate AMI and evaluate the combined business, we may identify opportunities to further align our cost structure, operations and resources with our strategic priorities. Any resulting restructuring or other integration actions could result in additional costs or charges, disrupt our operations, affect employee retention or morale, and may not achieve the anticipated operating efficiencies or other benefits. We may also discover liabilities relating to the acquired business, including liabilities relating to
Current report
33 - intellectual property, product security, litigation, regulatory compliance or taxes, that were unknown to us or are greater than we anticipated. Our rights to escrow and indemnification under the Merger Agreement are limited in amount and duration and may not be sufficient to protect us. For additional risks relating to the AMI Acquisition, see the risk factors below relating to our indebtedness, goodwill and intangible assets, internal control over financial reporting, accounting estimates and judgments, and taxes.
Current report
More generally, we actively evaluate and may continue to pursue growth opportunities through acquisitions, strategic investments and strategic partnerships, and we may divestnon-core assets. Identifying, evaluating, negotiating and completing these transactions requires significant management time and attention and involves substantial costs, whether or not a transaction is completed, and our indebtedness may limit our ability to finance future transactions on favorable terms or at all. Any strategic transaction may not strengthen our competitive position, may increase some of our risks, may result in charges against earnings, and may be viewed negatively by our customers, partners or investors. We may also receive unsolicited acquisition or business combination offers, and reviewing and responding to them can be costly and complex and may divert the attention of management. If we fail to integrate AMI or any other acquired business successfully, or fail to realize the anticipated benefits of a strategic transaction, our business, financial condition, results of operations and stock price could be materially adversely affected.
Current report
Our indebtedness could reduce our strategic flexibility and liquidity, increase our vulnerability to adverse economic and industry conditions, and adversely affect our results of operations.
Current report
Borrowings under the 2026 Credit Agreement bear interest at variable rates based on term SOFR or a base rate, plus a margin that varies with our total net leverage ratio. As a result, increases in prevailing interest rates, or an increase in our leverage ratio, will increase our interest expense and reduce the cash available for other purposes.
Current report
We have recorded a significant amount of goodwill and acquired intangible assets, primarily in connection with the AMI Acquisition, and we may be required to record impairment charges that could adversely affect our results of operations.
Current report
As of October 3, 2026, we had goodwill of $1,369.5 million and net identifiable intangible assets of $559.7 million, a substantial majority of which arose from the AMI Acquisition. The identifiable intangible assets acquired in the AMI Acquisition principally consist of developed technology, customer relationships and trade names. The amounts recorded are based on our preliminary allocation of the purchase price, which required significant estimates and assumptions, including with respect to projected financial information, discount rates and useful lives, and which may be adjusted during the measurement period of up to one year from the acquisition date.
Current report
We are required under U.S. GAAP to test goodwill for impairment at least annually, and to test goodwill and long-lived assets, including amortizable intangible assets, for impairment whenever events or circumstances indicate that their carrying value may not be recoverable.
Current report
We test goodwill for impairment at the reporting-unit level. Following the AMI Acquisition and the resulting changes to our organizational and segment-reporting structure, we have two reporting units for purposes of goodwill impairment testing. If the AMI business or any other reporting unit does not perform as expected, if the assumptions used to value acquired intangible assets change unfavorably, or if industry, economic or market conditions deteriorate, we may be required to record impairment charges or otherwise revise our estimates relating to these assets, which could increase future expense. We recorded impairment charges of approximately $13.9 million in fiscal year 2024 related to amortizable intangible assets from our acquisition of Mirametrix, Inc. Because the amount of goodwill and intangible assets arising from the AMI Acquisition is significant, any future impairment charge could be material. Although an impairment charge would benon-cash when recognized, it would reduce our reported results and stockholders’ equity and could adversely affect the trading price of our common stock.
Current report
Factors Related to Economic, Political, Legal & Regulatory Business Conditions
Current report
Our global business operations expose us to various economic, political, and business risks, which could impact our business, operating results and financial condition.
Current report
We have significant domestic and international operations. Our international operations include foreign sales offices to support our international customers and distributors, which account for the majority of our revenue, and operational and research and development sites in China, the Philippines, Malaysia, India and other locations in Asia and elsewhere. The AMI Acquisition has expanded our operations and employee presence in several countries where we previously operated, including India and China, and added or expanded operations in Taiwan and other jurisdictions. In addition, we purchase our wafers from foreign foundries; have our commercial products assembled, packaged, and tested by subcontractors located outside of the United States; and rely on international service providers for a variety of services, including inventory management, lead time management, technical support, factory engagement meetings, and order fulfillment.
Current report
Worldwide political and economic conditions and events can have indirect and unpredictable effects on global economic conditions, customer demand, currency exchange rates, capital markets, and the operations of our customers, suppliers, and logistics partners. Any escalation of political unrest, deterioration in diplomatic relations, or expansion of regional or global sanctions could adversely affect global trade flows and supply chains and, in turn, negatively impact our business, operating results, and financial condition. For example, conflict in the Middle East, the continuing military conflict between Ukraine and Russia, as well as the financial and trade-related restrictions associated with Russia and Belarus and economic sanctions on certain individuals and entities in Russia and Belarus, and recent political developments and heightened uncertainty in Latin America, have increased geopolitical and economic volatility globally. These developments may result in new or expanded sanctions, trade restrictions, financial market disruptions, volatility in energy and commodity prices, and broader macroeconomic instability, and may further disrupt global supply chains and could result in shortages of key materials that our suppliers and foundry partners require to satisfy our needs. Additionally, the U.S. government has continued, and may increase, restrictions on the export ofsemiconductor-and supercomputer-related products, including semiconductor manufacturing equipment, which may restrict the ability to export, reexport, or otherwise transfer U.S.-controlled certain chips, products containing those chips, chip-related technology and software, and items related to semiconductor manufacturing worldwide without export authorization. In many cases, specific export licensing will be required and these licenses are subject to a policy of denial. China has responded by implementing additional export controls on products exported from China. These increasing restrictions, as well as additional future controls impacting the semiconductor ecosystem, may impact the global supply chain and could result in shortages of key materials that our suppliers and foundry partners require to satisfy our needs. Any deterioration in the relations between Taiwan and China, and other factors affecting military, political or economic conditions in Taiwan or elsewhere in Asia, could adversely impact our third-party manufacturing partners and suppliers located in the region, which could disrupt our business operations. The outbreak of new, or expansion or prolongation of current, military conflicts could disrupt global trade, transportation routes, energy and commodity markets, and supply chains, increase macroeconomic volatility, and adversely affect demand for our products, the operations of our customers and suppliers, and our business and financial results. Furthermore, adverse macroeconomic conditions, such as inflation and labor shortages, may affect demand for our p…
Excerpt shortened here; the source contains the full paragraph.
Current report
Our domestic and international business activities are subject to economic, political and regulatory risks, including: increased inflation; volatility in financial markets; fluctuations in consumer liquidity; changes in interest rates; price increases for materials and components; trade barriers or changes in trade policies; political instability; acts of war or terrorism; natural disasters; economic sanctions; weak economic conditions; environmental regulations; labor regulations; disruptions to labor markets; import and export regulations; tax or freight rates; duties; trade restrictions; interruptions in transportation or infrastructure; anti-corruption laws; domestic and foreign governmental regulations; potential vulnerability of and reduced protection for intellectual property; disruptions or delays in production or shipments; and instability or fluctuations in currency exchange rates, any of which could lead to decreased demand for our products or a change in our results of operations. Supply chain constraints, inflation, or labor market disruptions, events outside of our control could have a material adverse impact on our business, operating results, and financial condition in the future. Uncertainty about future political and economic conditions makes forecasting demand and providing guidance difficult. Accordingly, our expectations are subject to change without warning and investors are cautioned not to place undue reliance on them.
Current report
Our business could suffer as a result of tariffs, trade restrictions, export controls, sanctions or similar actions.
Current report
The imposition by the United States of tariffs, sanctions or other restrictions on goods exported from the United States or imported into the United States or countermeasures imposed in response to such government actions could adversely affect our operations or our ability to sell our products globally, which could adversely affect our operating results and financial condition.
Current report
These restrictions include measures under United States’ authority under Section 232 of the Trade Expansion Act of 1962 to impose tariffs or other restrictions on imports deemed to threaten national security, including potentially with respect to semiconductors and products incorporating semiconductors. As a fabless semiconductor company that relies on a predominantlynon-U.S. manufacturing and supply chain, the imposition of Section 232 measures could increase costs, disrupt supply chains, reduce customer demand, or place us at a competitive disadvantage relative to companies with different manufacturing footprints. Section 232 actions may be imposed with limited notice and could prompt retaliatory measures by other countries, further increasing global trade uncertainty and adversely affecting our business and financial results. In 2025, the U.S. Department of Commerce initiated a Section 232 national security investigation relating to semiconductors and semiconductor manufacturing equipment, and the outcome of that investigation, including any resulting tariffs, quotas, or other restrictions, is uncertain and could be implemented with limited notice. In January 2026, the President issued a proclamation under Section 232 imposing an immediate 25% tariff on certain advanced semiconductor articles and announcing that broader tariffs on semiconductors, semiconductor manufacturing equipment, and derivative products may follow. The United States has also implemented Section 232 tariffs on imports of various additional commodities, including articles of steel, aluminum, copper, and timber, as well as passenger vehicles, trucks, and automotive parts.
Current report
Beginning in 2018, the U.S. government imposed significant additional tariffs of 7.5% to 25% on many items imported from China, including under Section 301 of the Trade Act of 1974, and the scope and rates of these tariffs have generally increased up to 100% on certain products (including a 50% tariff on certain Chinese semiconductor items beginning in early 2025). In late 2025, the U.S. Trade Representative concluded following an additional Section 301 trade investigation that China engaged in unfair trade acts, policies, and practices with respect to the semiconductor industry, and therefore announced an intention to implement an additional Section 301 tariff on Chinese semiconductors, in addition to the existing 50% Section 301 tariff, beginning on June 23, 2027.
Current report
In addition, the U.S. government has imposed additional duties under other legal authorities, and applicable duties may be increased, reduced, suspended, reinstated, or otherwise changed from time to time, and in some cases may be cumulative with other applicable duties or trade remedies. These measures include tariffs imposed between February 2025 and February 2026 pursuant to authorities asserted under the International Emergency Economic Powers Act (“IEEPA”), which were subsequently determined to be unauthorized by the U.S. Supreme Court; tariffs imposed between February 2026 and July 2026 pursuant to authorities asserted under Section 122 of the Trade Act of 1974; and tariffs imposed since July 2026 pursuant to authorities asserted under Section 301 of the Trade Act of 1974. In response to these measures and related threats and actions, China and other countries have responded by imposing or threatening to impose significant trade measures, including tariffs on many items imported from the United States and export controls restricting the export of gallium, germanium, and other rare earth materials to the United States. While these risks have been partially mitigated based on bilateral trade deals reached between the U.S. and China, which are currently in effect, these agreements are temporary and may be unstable. Such escalations in trade measures may directly impair our business by increasing trade-related costs or disrupting established supply chains and may indirectly impair our business by causing a negative effect on global economic conditions and financial markets. The ultimate impact of these trade measures is uncertain and may be affected by various factors, including whether and when such trade measures are implemented, the timing when such measures may become effective, and the amount, scope, or nature of such trade measures.
Current report
Additional changes or threatened changes in U.S. trade measures have affected and may continue to affect trade involving additional countries, including countries in Europe. Each of these measures or threatened measures may instigate reciprocal countermeasures by affected countries, potentially accelerating further increases in trade measures. Certain announced or proposed tariffs have been delayed, modified, or made subject to negotiations, and there can be no assurance that such measures will not be implemented, expanded, reinstated, or increased. If the affected countries are unable to reach long-term agreements, or if the President were to impose significant new tariffs, the macroeconomic effect of any such tariffs could be significant. Tariffs or restrictions that specifically target imports of semiconductors or products incorporating semiconductors, including measures that could affect key manufacturing regions or supply chain routes (including under Section 232), could seriously and negatively affect our business and the U.S. economy overall. Depending on the ultimate outcomes and any governmental responses, tariff regimes could change rapidly, including through replacement measures under other legal authorities and potential uncertainty regarding refunds or retroactive treatment.
Current report
The materials subject to these tariffs may impact the cost or availability of raw materials used by our suppliers or in our customers’ products. The imposition of further tariffs by the United States on a broader range of imports, or further retaliatory trade measures taken by other countries in response to additional tariffs, could increase costs in our supply chain or reduce demand of our customers’ products, either of which could adversely affect our results of operations. Any increase in trade-related costs associated with such measures may impair the profitability of such international production, may strain our suppliers’ ability to reliably provide inputs necessary to produce these items, may otherwise affect our partners’ abilities to provide our products at previously contracted prices, and may limit our ability to absorb increased costs without raising prices to our customers. Any such price increases could reduce customer demand, delay or cancel customer orders, or cause customers to seek alternative solutions, which could adversely affect our revenue, market share, and operating results. Our business and financial results could be negatively affected as a result.
Current report
Our customers or suppliers could also become subject to U.S. regulatory scrutiny or export restrictions. For example, the U.S. Justice Department has in the past filed criminal charges against one of our customers in China and imposed a licensing requirement on this customer with a policy of denial for some items, which has limited our ability to do business with this customer. If any of our current or future customers or suppliers become subject to similar actions, whether through criminal enforcement, inclusion on restricted-party lists, or expanded licensing requirements, our ability to conduct business with them could be limited or eliminated.
Current report
Our AMI segment licenses platform firmware and infrastructure manageability software to, and provides updates and support for, server and other hardware manufacturers worldwide, including in China. If any of these customers become subject to export restrictions,
Current report
36 - sanctions or restricted-party designations, or if export controls or sanctions are expanded to cover the firmware, software, updates or technical support we provide, we may be required to suspend or terminate licensing, update or support relationships with those customers, which could adversely affect our revenue and customer relationships and expose us to compliance costs and liabilities.
Current report
In 2020, the U.S. imposed additional regulatory restrictions on the sale of U.S. controlled technology to customers in China. These restrictions include establishing additional licensing requirements in order to sell U.S.-originated technology for certain applications or to companies that participate in the Chinese national security supply chain. These restrictions also limit the fabrication of devices for certain Chinese companies where U.S. technology is involved in the fabrication process. Furthermore, in August 2020 the U.S. established additional licensing requirements for one of our China customers and its affiliates that limit any sales of products to that customer or for that customer’s products absent a license. The U.S. government has continued to and is likely to continue to add additional Chinese companies to restricted or prohibited party lists or impose additional licensing requirements that we may be unable to meet in a timely manner or at all. For example, the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) has adopted, and then temporarily suspended, an interim final rule (the “Affiliates Rule”) that would extend certain entity-based licensing requirements to foreign entities owned 50% or more, directly or indirectly, individually or in the aggregate, by listed parties, whether or not those entities are themselves listed.
Current report
Additionally, the U.S. government continued, and may expand, controls enacted in October 2022 restricting the ability to send certain products and technology related to semiconductors, semiconductor manufacturing, and supercomputing to China without an export license. In 2023 and 2024, the U.S. government expanded the list of advanced integrated circuits subject to heightened export controls, including certain hardware containing these specified integrated circuits, expanded the list of destinations requiring export authorization for such items, and added new restrictions based on the headquarters location of the parties involved. The U.S. government also continued, and may expand, the scope of restrictions on the development or production of advanced integrated circuits and certain semiconductor manufacturing equipment, certain AI-related computing technologies, and supercomputing in China and other countries, and may continue to expand or revise these controls, including through worldwide licensing requirements, outbound investment restrictions, end-use orend-user restrictions, reporting requirements, or enhanced due diligence expectations. The scope, implementation timing, and enforcement posture of such controls may change rapidly and with limited notice. Proposed regulations would expand these controls further and impose additional reporting requirements. Other foreign governments may in turn impose similar or more restrictive controls. These controls or any additional restrictions may impact our ability to export certain products to China or other countries, prohibit us from selling our products to certain of our customers, or impact our suppliers who may utilize facilities or equipment described in these controls. It also is possible that the Chinese government or other governments will retaliate in ways that could impact our business.
Showing the first 40 of 167 passages. Open the source sections for the rest.
Removed paragraphs (5)
Previous report
***Acquisitions,divestitures, strategic investments and strategic partnerships could disrupt our business and adversely affect our financial condition and operating *** results.
Previous report
We actively evaluate and may continue to pursue growth opportunities by acquiring complementary businesses, solutions or technologies through strategic transactions, investments or partnerships. For example, in July 2026, we completed the AMI Acquisition, and we are in the process of integrating AMI's business, operations, technology, and personnel with our own. The identification, evaluation, negotiation, and pursuit of such transactions, strategic investments or strategic partnership candidates requires significant management time and attention and involves substantial costs, including fees paid to financial advisors, consultants, legal counsel, and other third parties, regardless of whether any transaction is ultimately consummated. If such strategic transactions require us to seek additional debt or equity financing, we may not be able to obtain such financing on terms favorable to us or at all, and such transactions may adversely affect our liquidity, capital structure, and overall financial flexibility. We may also choose to divest certain non-core assets, which could lead to charges against earnings and may expose us to additional liabilities and risks. Any strategic transaction might not strengthen our competitive position, may increase some of our risks, and may be viewed negatively by our customers, partners or investors. Even if we successfully complete a strategic transaction, we may not be able to effectively integrate the acquired business, technology, systems, control environment, solutions, personnel or operations into our business or global tax structure. We may not realize the anticipated benefits, synergies, or cost savings of the AMI Acquisition or any other strategic transaction within the expected timeframe or at all, and our integration of AMI or other acquired businesses may be more difficult, costly, or time-consuming than we currently anticipate, including as a result of challenges in retaining key employees and customers, coordinating geographically dispersed organizations, and integrating disparate business systems, technologies, and controls. We may experience unexpected changes in how we are required to account for strategic transactions pursuant to U.S. GAAP and may not achieve the anticipated benefits of any strategic transaction. We may incur unexpected costs, obligations, claims or liabilities during the strategic transaction or that we assume from the acquired business, or we may discover adverse conditions post acquisition for which we have limited or no recourse, including but not limited to those related to intellectual property, litigation, regulatory compliance, taxes, indemnification obligations, or accounting treatment, each of which may require us to make significant judgments and estimates under U.S. GAAP that could affect our reported financial results. In addition, we may be required to incur restructuring charges, impairment charges, or other costs in connection with any transaction, including the AM…
Excerpt shortened here; the source contains the full paragraph.
Previous report
We may incur indebtedness which could reduce our strategic flexibility and liquidity and may have other adverse effects on our results of operations.
Previous report
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Reworded paragraphs (6)
Previous wording
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors set forth below, together with the risk factors associated with our business previously described in Part I, Item 1A, “Risk Factors,” in our 2025 10-K. Other than as set forth below there have been no material changes in the risk factors included in our 2025 10-K, and this report should be read in conjunction with the risk factors set forth in our 2025 10-K. These risk factors are not the only risks facing our company. Additional risks and uncertainties not presently known to us or that we may currently deem to be immaterial could materially adversely affect our business, financial condition, or operating results, including those related to adverse macroeconomic conditions, such as tariffs and trade disruptions, rising inflation, and labor shortages, and supply constraints arising from increased demand for our products or for semiconductor manufacturing capacity across the industry, which may affect demand for our products or increase our product or labor costs, negatively impacting our revenues, gross margins, and overall financial results. If any of these risks occur, our business, financial condition, operating results, and cash flows could be materially adversely affected, and the trading price of our common stock could decline. These factors, together with all of the other information in this Quarterly Report on Form 10-Q, including our unaudited condensed consolidated financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q, should be carefully considered before making an investment decision relating to our common stock.
Current wording
These risk factors and all of the other information included in this Quarterly Report on Form 10-Q should be carefully considered in their entirety before making an investment decision relating to our common stock. If any of the risks described below occur, our business, financial condition, operating results, and cash flows could be materially adversely affected, and the trading price of our common stock could decline. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and operating results. Effects from global business or political events, and the related impacts to economic and operating conditions, may further affect the volatility or degree of known and unknown risks.
Previous wording
Our Second Amended and Restated Credit Agreement, dated June 30, 2026 (the “2026 Credit Agreement”) allows us to draw up to $200 million in revolving loans and up to $950.0 million of delayed draw term loans. The level of committed capacity available to us under the revolving credit facility may limit our financial flexibility, including our ability to respond to adverse economic conditions, fund working capital needs, pursue strategic initiatives or acquisitions, or address unforeseen operational or regulatory challenges. As of July 4, 2026, we had no borrowings outstanding under the 2026 Credit Agreement. We borrowed $925 million of delayed draw term loans on July 27, 2026 in connection with the completion of the AMI Acquisition. Following the borrowing of $925 million under the delayed draw term loan facility, the remaining $25 million of undrawn commitments under the delayed draw term loan facility expired on the closing date of the acquisition. Our obligations under the 2026 Credit Agreement are guaranteed by certain of our U.S. subsidiaries meeting materiality thresholds set forth in the 2026 Credit Agreement. The term loans amortize quarterly as set forth in the 2026 Credit Agreement and mature on June 30, 2031 and the revolving loans under the 2026 Credit Agreement may be reborrowed and repaid at our discretion, with any remaining outstanding principal amount due and payable on the maturity date of the revolving loan facility on June 30, 2031. Our ability to meet our debt service obligations depends upon our operating and financial performance, which is subject to general economic and competitive conditions and to financial, business and other factors affecting our operations, many of which are beyond our control. If we are unable to service our debt, we may need to sell material assets, restructure or refinance our debt, increase our borrowing capacity, or incur additional indebtedness, or seek additional equity capital. Prevailing economic conditions and global credit markets could adversely impact our ability to sell material assets, restructure or refinance our debt on terms acceptable to us, or at all, or we may not be able to restructure or refinance our debt without incurring significant additional fees and expenses.
Current wording
In connection with the completion of the AMI Acquisition, we borrowed $925 million of delayed draw term loans under the 2026 Credit Agreement. As of October 3, 2026, we had $875 million of term loans outstanding under the 2026 Credit Agreement. The 2026 Credit Agreement also provides for a revolving credit facility of up to $200 million. As of October 3, 2026, we had no outstanding borrowings under the revolving credit facility. The term loans amortize quarterly, and the term loans and any revolving loans mature on June 30, 2031. The term loans and the revolving credit facility are senior secured obligations. Our obligations under the 2026 Credit Agreement are guaranteed by certain of our U.S. subsidiaries meeting materiality thresholds set forth in the 2026 Credit Agreement and are secured by substantially all of our assets and the assets of those subsidiary guarantors, subject to customary exceptions.
Previous wording
The 2026 Credit Agreement contains customary affirmative and negative covenants, including covenants limiting the ability of the Company and our subsidiaries to, among other things, incur debt, grant liens, undergo certain fundamental changes, make investments, make certain restricted payments, dispose of assets, enter into transactions with affiliates, and enter into burdensome agreements, in each case, subject to limitations and exceptions set forth in the 2026 Credit Agreement. We are also required to maintain compliance with a total net leverage ratio and an interest coverage ratio, in each case, determined in accordance with the terms of the 2026 Credit Agreement.
Current wording
The 2026 Credit Agreement contains customary affirmative and negative covenants, including covenants that limit our ability and the ability of our subsidiaries to incur debt, grant liens, undergo certain fundamental changes, make investments, make certain restricted payments, dispose of assets, enter into transactions with affiliates and enter into burdensome agreements, in each case subject to limitations and exceptions. We are also required to maintain a maximum total net leverage ratio and a minimum interest coverage ratio. Our ability to comply with these requirements depends on our operating results, which may be affected by industry cycles, changes in customer demand and other factors beyond our control.
Previous wording
The amount and terms of our indebtedness, as well as our credit rating, could have important consequences, including the following:
Current wording
The amount and terms of our indebtedness could have important consequences, including the following:
Previous wording
If we breach a loan covenant, the lenders could accelerate the repayment of the facility. We might not have sufficient assets to repay our indebtedness upon acceleration. If we are unable to repay or refinance the indebtedness upon acceleration or at maturity, the lenders could initiate a bankruptcy proceeding against us or collection proceedings with respect to our assets and subsidiaries securing the facility, which could materially decrease the value of our common stock.
Current wording
If we are unable to service our debt, we may need to sell assets, restructure or refinance our debt, or seek additional equity capital, which could be dilutive to our stockholders, and prevailing economic and credit market conditions could adversely affect our ability to do so on acceptable terms or at all. If we breach a covenant, the lenders could accelerate the repayment of our indebtedness, and we might not have sufficient assets to repay it. If we are unable to repay or refinance our indebtedness upon acceleration or at maturity, the lenders could foreclose on the collateral securing the 2026 Credit Agreement, which could materially decrease the value of our common stock.
Previous wording
No shares were repurchased during the second quarter of fiscal 2026. As of July 4, 2026, the remaining portion of the amount authorized for the 2026 Repurchase Program is $235.0 million.
Current wording
No shares were repurchased during the third quarter of fiscal 2026. As of October 3, 2026, the remaining portion of the amount authorized for the 2026 Repurchase Program is $235.0 million.