MAXLINEAR, INC

Previous wording

In the six months ended June 30, 2025, net revenue was $204.7 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. We are currently experiencing a recovery in sales demand across our broadband and connectivity end markets following a period of decreased demand resulting from excess inventory in the channels as well as slower demand in regions such as China. Geopolitical tensions and changing trade policies, including escalating tariffs between the United States and China, and other countries, continue to influence the semiconductor industry as well as the global economy. While tariffs do not directly apply to our products, we are monitoring the impacts of current or impending tariffs on our customers and supply chain and making adjustments as needed. The magnitude of the impact of escalating tariffs and geopolitical tensions is currently unknown, but such factors could hamper continued recovery of total revenues and diminish our efforts to return to meaningful growth in total revenues. 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.

Current wording

In the nine months ended September 30, 2025, net revenue was $331.2 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. We are currently experiencing growth in sales demand across our broadband, connectivity and infrastructure end markets driven by new product wins and market growth along with a recovery from excess inventory in the channels. Geopolitical tensions and changing trade policies, including escalating tariffs between the United States and China, and other countries, continue to influence the semiconductor industry as well as the global economy. 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.

Previous wording

Products shipped to Asia accounted for 79% and 68% of net revenue during the six months ended June 30, 2025 and 2024, respectively, including 49% from products shipped to Hong Kong and 10% from products shipped to Vietnam during the six months ended June 30, 2025 and 31% from products shipped to Hong Kong during six months ended June 30, 2024. Although a large percentage of our products is 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 six months ended June 30, 2025 and 2024 related principally to sales to Asian ODMs and contract manufacturers delivering products into European and North American markets. To date, all of our sales have been denominated in United States dollars.

Current wording

Products shipped to Asia accounted for 81% and 72% of net revenue during the nine months ended September 30, 2025 and 2024, respectively, including 48% from products shipped to Hong Kong and 12% from products shipped to Vietnam during the nine months ended September 30, 2025 and 37% from products shipped to Hong Kong during nine months ended September 30, 2024. Although a large percentage of our products is 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 nine months ended September 30, 2025 and 2024 related principally to sales to Asian ODMs and contract manufacturers delivering products into European and North American markets. To date, all of our sales have been denominated in United States dollars.

Previous wording

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 three months ended June 30, 2025, two customers accounted for 32% of our net revenue, and our ten largest customers collectively accounted for 73% of our net revenue, of which distributor customers accounted for 22% of our net revenue. In the six months ended June 30, 2025, two customers accounted for 31% of our net revenue, and our ten largest customers collectively accounted for 67% of our net revenue, of which distributor customers accounted for 26% of our net revenue. 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.

Current wording

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 three months ended September 30, 2025, two customers accounted for 29% of our net revenue, and our ten largest customers collectively accounted for 69% of our net revenue. In the nine months ended September 30, 2025, two customers accounted for 30% of our net revenue, and our ten largest customers collectively accounted for 67% of our net revenue. 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.

Previous wording

In the six months ended June 30, 2025, we incurred $13.5 million in restructuring costs which included $6.4 million in charges under contracts associated with CAD tool licenses, which we ceased using during the period, and $6.2 million in severance costs and related expenses and $0.9 million from exiting facilities in connection with a workforce reduction.

Current wording

In the nine months ended September 30, 2025, we incurred $24.7 million in restructuring costs which included $17.2 million in charges under contracts associated with computer-aided design, or CAD, software licenses, which we ceased using during the period, and $6.3 million in severance costs and related expenses and $1.2 million from exiting facilities in connection with a workforce reduction.

Previous wording

For a summary of our critical accounting policies and estimates, refer to Management’s Discussion and Analysis section of our Annual Report on Form 10-K for the year ended December 31, 2024, which we filed with the Securities and Exchange Commission, or SEC, on January 29, 2025, or our Annual Report. There have been no material changes to our critical accounting policies and estimates during the six months ended June 30, 2025.

Current wording

For a summary of our critical accounting policies and estimates, refer to Management’s Discussion and Analysis section of our Annual Report on Form 10-K for the year ended December 31, 2024, which we filed with the Securities and Exchange Commission, or SEC, on January 29, 2025, or our Annual Report. There have been no material changes to our critical accounting policies and estimates during the nine months ended September 30, 2025.

Previous wording

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.

Current wording

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 CAD software license costs; cost of production load boards and sockets; and an allocated portion of our occupancy costs.

Previous wording

Research and Development. Research and development, or R&D, 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.

Current wording

Research and Development. Research and development, or R&D, 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, CAD 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.

Previous wording

Income Tax 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.

Current wording

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.

Previous wording

Net revenue increased $16.8 million to $108.8 million for the three months ended June 30, 2025, as compared to $92.0 million for the three months ended June 30, 2024, due in part to increased demand in our broadband, connectivity, and infrastructure markets. The increase in broadband net revenue of $25.7 million was driven by increases in the volume of broadband SoC and cable data shipments in this category. The increase in connectivity net revenue of $7.5 million was driven by improvements in the volume of Wi-Fi, MoCA, and ethernet product shipments. The increase in infrastructure net revenue of $2.9 million was driven by increased volume of shipments of MoCA access and wireless backhaul products. The decrease in industrial and multi-market net revenue of $19.3 million was driven by decreased volume of shipments of high-performance analog and component products. Price changes did not have a material impact to revenues period over period.

Current wording

Net revenue increased $45.4 million to $126.5 million for the three months ended September 30, 2025, as compared to $81.1 million for the three months ended September 30, 2024, driven by increased demand in our broadband, connectivity, and infrastructure markets. The increase in broadband net revenue of $26.0 million was driven by increases in the volume of broadband SoC and cable data shipments in this category. The increase in connectivity net revenue of $6.2 million was driven by improvements in the volume of Wi-Fi and MoCA product shipments. The increase in infrastructure net revenue of $17.3 million was driven by increases in various infrastructure-focused products. The decrease in industrial and multi-market net revenue of $4.1 million was driven by decreased volume of shipments of high-performance analog products, much of which has end-market exposure in China markets. Price changes did not have a material impact to revenues period over period.

Previous wording

Net revenue increased $17.5 million to $204.7 million for the six months ended June 30, 2025, as compared to $187.3 million for the six months ended June 30, 2024, due in part to increased demand in our broadband and connectivity markets. The increase in broadband net revenue of $33.6 million was driven by increases in the volume of broadband SoC and cable data shipments in this category. The increase in connectivity net revenue of $18.0 million was driven by improvements in the volume of Wi-Fi and ethernet product shipments. The decrease in infrastructure net revenue of $3.1 million was driven by decreases in intellectual property licensing revenue, and decreases in the volume of high-performance analog and wireless access products in this category, while the volume of shipments of wireless backhaul, MoCA access, and high speed interconnect products increased. The decrease in industrial and multi-market net revenue of $31.0 million was driven by decreased volume of shipments of high-performance analog and component products. Price changes did not have a material impact to revenues period over period.

Current wording

Net revenue increased $62.8 million to $331.2 million for the nine months ended September 30, 2025, as compared to $268.4 million for the nine months ended September 30, 2024, due to increased demand in our broadband, connectivity and infrastructure markets, while demand in the industrial and multi-market category decreased. The increase in broadband net revenue of $59.5 million was driven by increases in the volume of broadband SoC and cable data shipments in this category. The increase in connectivity net revenue of $24.2 million was driven by improvements in the volume of Wi-Fi, ethernet, and MoCA product shipments. The increase in infrastructure net revenue of $14.2 million was driven by the increases in the volume of shipments of wireless backhaul, optical products, storage products and high-performance analog products, partially offset by decreases in intellectual property licensing revenue in this category. The decrease in industrial and multi-market net revenue of $35.1 million was driven by 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.

Previous wording

Cost of net revenue increased $5.5 million to $47.3 million for the three months ended June 30, 2025, as compared to $41.8 million for the three months ended June 30, 2024. The increase was driven by an increase in the volume of sales as described above. Gross profit percentage improved for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, also due to a decrease in intangible asset amortization.

Current wording

Cost of net revenue increased $17.5 million to $54.6 million for the three months ended September 30, 2025, as compared to $37.0 million for the three months ended September 30, 2024. The increase was driven by an increase in the volume of sales as described above. Gross profit percentage improved for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, also due to a decrease in intangible asset amortization.

Previous wording

Cost of net revenue increased $1.6 million to $89.4 million for the six months ended June 30, 2025, as compared to $87.8 million for the six months ended June 30, 2024. The increase was driven by an increase in the volume of sales as described above. Gross profit percentage improved for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, also due to decrease in intangible asset amortization.

Current wording

Cost of net revenue increased $19.1 million to $143.9 million for the nine months ended September 30, 2025, as compared to $124.8 million for the nine months ended September 30, 2024. The increase was driven by an increase in the volume of sales as described above. Gross profit percentage improved for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, also due to decrease in intangible asset amortization.

Previous wording

Research and development expense decreased $9.3 million to $47.2 million for the three months ended June 30, 2025, as compared to $56.5 million for the three months ended June 30, 2024. The decrease was driven by decreases in payroll and benefits expense of $7.8 million, stock-based compensation of $2.5 million, CAD design tools expense of $2.4 million, consulting expense of $1.3 million, plus the impact of an increase to income from joint R&D projects and government grants of $1.0 million offset against R&D expense, and prototype, occupancy and other miscellaneous expenses of $0.3 million. These decreases were partially offset by an increase in bonuses of $5.9 million. The decrease in payroll and benefits, stock-based compensation, CAD design tools, consulting, prototype, occupancy and other miscellaneous expenses are due to our prior workforce reductions and other cost reduction measures. The increase in income from joint R&D projects and government grants is due to new governmental R&D grants. 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. The increase in bonuses is due to improved performance over the prior period.

Current wording

Research and development expense decreased $17.0 million to $156.9 million for the nine months ended September 30, 2025, as compared to $173.9 million for the nine months ended September 30, 2024. The decrease was driven by decreases in payroll and benefits expense of $18.7 million, CAD software license costs of $7.8 million, consulting expenses of $3.5 million, the impact of an increase to income from joint R&D projects and government grants of $2.8 million, offset against R&D expense, and occupancy, supplies, outside services and other miscellaneous expenses of $2.7 million. These decreases were partially offset by increases in bonuses of $14.4 million and stock-based compensation of $4.1 million. 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. The increase in bonuses is due to improved performance over the prior period. The increase in stock-based compensation is due to incremental grants made to employees for retention purposes.

Previous wording

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.

Current wording

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.

Previous wording

Selling, general and administrative expense decreased $0.1 million to $70.0 million for the six months ended June 30, 2025, as compared to $70.1 million for the six months ended June 30, 2024. The decrease was due to decreases in payroll and other benefits expense of $3.2 million, commission expense of $1.0 million, and miscellaneous expenses of $1.1 million. These decreases were offset by increases in professional fees of $2.6 million and bonuses of $2.6 million. The decreases in payroll and other benefits and miscellaneous expenses are attributable to our prior workforce reductions and other cost reduction measures and timing of project completion. The decrease in commission expense is due to true up to actuals related to the prior quarter’s estimates of commissions earned by sales agents. The increase in professional fees is mainly due to higher legal fees related to the ongoing litigation from the termination of the merger with Silicon Motion. The increase in bonuses is due to improved performance over the prior period.

Current wording

Selling, general and administrative expense increased $17.5 million to $47.7 million for the three months ended September 30, 2025, as compared to $30.2 million for the three months ended September 30, 2024. The increase was driven by increases in professional fees of $8.0 million, stock-based compensation of $6.3 million, and bonus expense of $4.5 million. 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 made to employees for retention purposes in the fourth quarter of 2024 as well as improved financial performance relative to baseline metrics under performance-based awards over the prior period. The increase in bonuses is also due to improved financial performance over the prior period. These increases were partially offset by decreases in outside services, payroll and other miscellaneous expenses of $1.2 million.

Previous wording

Selling, general and administrative expense decreased $0.2 million to $33.4 million for the three months ended June 30, 2025, as compared to $33.6 million for the three months ended June 30, 2024. The decrease was due to decreases in payroll and other benefits expense of $2.1 million, stock-based compensation of $1.8 million, and miscellaneous expenses of $0.5 million. These decreases were offset by increases in professional fees of $1.2 million and bonuses of $3.0 million. The decreases in payroll and other benefits, stock-based compensation, and miscellaneous expenses are attributable to our prior workforce reductions and other cost reduction measures. The increase in professional fees is mainly due to higher legal fees related to the ongoing litigation from the termination of the merger with Silicon Motion. The increase in bonuses is due to improved performance over the prior period.

Current wording

Selling, general and administrative expense increased $17.4 million to $117.6 million for the nine months ended September 30, 2025, as compared to $100.2 million for the nine months ended September 30, 2024. The increase was driven by increases in professional fees of $10.7 million, bonuses of $7.4 million, and stock-based compensation of $6.1 million. 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 made to employees for retention purposes. The increase in bonuses is due to improved financial performance over the prior period. These increases were partially offset by decreases payroll and other benefits of $3.9 million and miscellaneous expenses of $3.0 million, which include commissions, outside services, consulting, and amortization of intangibles, and are attributable to cost reduction measures and timing of project completion.

Previous wording

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.

Current wording

Our selling, general and administrative expenses have increased over the prior year due to the unique 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.

Previous wording

Restructuring charges increased $4.7 million to $5.6 million for the three months ended June 30, 2025, compared to $0.9 million for the three months ended June 30, 2024. Restructuring charges for the three months ended June 30, 2025 included $4.6 million in severance and related expenses and $0.9 million in charges related to the reduction of space leased for office facilities in connection with a workforce reduction.

Current wording

Restructuring charges decreased $15.6 million to $11.3 million for the three months ended September 30, 2025, compared to $26.8 million for the three months ended September 30, 2024. Restructuring charges for the three months ended September 30, 2025 included $10.9 million in charges under contracts associated with CAD tool licenses which we ceased using.

Previous wording

Restructuring charges decreased $10.0 million to $13.5 million for the six months ended June 30, 2025, compared to $23.5 million for the six months ended June 30, 2024. Restructuring charges for the six months ended June 30, 2025 included $6.4 million in charges under contracts associated with CAD tool licenses which we ceased using, and $6.2 million in employee severance and related charges and $0.9 million in charges related to reduction of space leased for office facilities in connection with a workforce reduction.

Current wording

Restructuring charges decreased $25.6 million to $24.7 million for the nine months ended September 30, 2025, compared to $50.3 million for the nine months ended September 30, 2024. Restructuring charges for the nine months ended September 30, 2025 included $17.2 million in charges under contracts associated with CAD tool licenses which we ceased using, and $6.3 million in employee severance and related charges and $1.2 million in charges related to reduction of space leased for office facilities in connection with a workforce reduction.

Previous wording

Interest and other income (expense), net changed by $5.6 million from expense of $0.5 million in the three months ended June 30, 2024 to expense of $6.1 million for the three months ended June 30, 2025. The change was driven by currency exchange losses resulting in a decrease in other income (expense) of $4.3 million and a decrease in interest income of $1.1 million due to lower average balance of interest-bearing cash balances and decreased interest rates.

Current wording

Interest and other income (expense), net changed by $13.7 million from expense of $15.8 million in the three months ended September 30, 2024 to expense of $2.1 million for the three months ended September 30, 2025. The change was driven by various factors, including impairment of privately held investments and notes receivables of $12.3 million that occurred in the prior year, and currency exchange gains resulting in an increase in other income (expense) of $2.1 million, partially offset by a decrease in interest income of $0.8 million due to lower average interest-bearing cash balances and decreased interest rates.

Previous wording

Interest and other income (expense), net changed by $9.0 million from income of $39 thousand in the six months ended June 30, 2024 to expense of $9.0 million for the six months ended June 30, 2025. The change was driven by currency exchange losses resulting in a decrease in other income (expense) of $5.8 million and a decrease in interest expense of $2.3 million due to decreased interest rates.

Current wording

Interest and other income (expense), net changed by $4.6 million from expense of $15.7 million in the nine months ended September 30, 2024 to expense of $11.1 million for the nine months ended September 30, 2025. The change was driven by various factors, including impairment of privately held investments and notes receivables of $12.3 million that occurred in the prior year, and a decrease in interest expense of $0.4 million due to decreased interest rates, partially offset by currency exchange losses resulting in a decrease in other income (expense) of $4.7 million, a decrease in interest income of $2.8 million due to lower average interest-bearing cash balances and decreased interest rates, and a decrease in gain on sales of investments of $0.6 million that occurred in the prior year.

Previous wording

The income tax benefit for the three months ended June 30, 2025 was $4.1 million compared to an income tax benefit of $2.1 million for the three months ended June 30, 2024.

Current wording

The income tax provision for the three months ended September 30, 2025 was $2.1 million compared to an income tax benefit of $6.7 million for the three months ended September 30, 2024.

Previous wording

The income tax benefit for the six months ended June 30, 2025 was $3.4 million compared to an income tax benefit of $(3.8) million for the six months ended June 30, 2024.

Current wording

The income tax benefit for the nine months ended September 30, 2025 was $1.3 million compared to an income tax benefit of $10.5 million for the nine months ended September 30, 2024.

Previous wording

The difference between our effective tax rate and the 21.0% U.S. federal statutory rate for the six months ended June 30, 2024 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items, stock based compensation, tax shortfalls related to stock-based compensation, and release of uncertain tax positions under ASC 740-10.

Current wording

The difference between our effective tax rate and the 21.0% U.S. federal statutory rate for the nine months ended September 30, 2025 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items, stock based compensation, and the impact of the valuation allowance against the Company’s Singapore deferred tax assets.

Previous wording

The difference between our effective tax rate and the 21.0% U.S. federal statutory rate for the six months ended June 30, 2025 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items, and stock based compensation.

Current wording

The difference between our effective tax rate and the 21.0% U.S. federal statutory rate for the nine months ended September 30, 2024 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items, and stock based compensation.

Previous wording

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. During 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 tax provision was recorded in Singapore for the six months ended June 30, 2025. We recorded income taxes in the six months ended June 30, 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.

Current wording

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. During 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 tax provision was recorded in Singapore for the nine months ended September 30, 2025. We recorded income taxes in the nine months ended September 30, 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.

Previous wording

As of June 30, 2025, we had cash and cash equivalents of $108.6 million, restricted cash of $1.6 million and net accounts receivable of $105.8 million. Additionally, as of June 30, 2025, our working capital, which we define as current assets less current liabilities, was $116.7 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.

Current wording

As of September 30, 2025, we had cash and cash equivalents of $111.9 million, restricted cash of $1.4 million and net accounts receivable of $52.9 million. Additionally, as of September 30, 2025, our working capital, which we define as current assets less current liabilities, was $100.6 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.

Previous wording

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 could affect our ability to service the indebtedness. Please refer to the Risk Factor entitled “As of June 30, 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.

Current wording

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 could affect our ability to service the indebtedness. Please refer to the Risk Factor entitled “As of September 30, 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.

Previous wording

As of June 30, 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:

Current wording

As of September 30, 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 CAD software licenses, as follows:

Previous wording

Total inventory purchase and other contractual obligations increased from $106.5 million as of December 31, 2024 to $132.6 million as of June 30, 2025 driven by increased sales demand which resulted in incremental purchase orders.

Current wording

Total inventory purchase and other contractual obligations increased from $106.5 million as of December 31, 2024 to $121.0 million as of September 30, 2025 driven by increased sales demand which resulted in incremental purchase orders.

Previous wording

Our planned capital expenditures as of June 30, 2025 were not material. Our consolidated balance sheet at June 30, 2025 included $4.1 million in other long-term liabilities 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.

Current wording

Our planned capital expenditures as of September 30, 2025 were not material. Our consolidated balance sheet at September 30, 2025 included $4.2 million in other long-term liabilities 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.

Previous wording

We believe that our $108.6 million of cash and cash equivalents at June 30, 2025 will be sufficient to fund our projected operating requirements for at least the next twelve months. As of June 30, 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 June 30, 2025. The June 23, 2021 Credit Agreement was amended on June 29, 2023 to implement a benchmark replacement of SOFR 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 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. 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.

Current wording

We believe that our $111.9 million of cash and cash equivalents at September 30, 2025 will be sufficient to fund our projected operating requirements for at least the next twelve months. As of September 30, 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 September 30, 2025. The June 23, 2021 Credit Agreement was amended on June 29, 2023 to implement a benchmark replacement of SOFR 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 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.

Previous wording

Net cash used in operating activities was $0.9 million for the six months ended June 30, 2025, compared to net cash provided by operating activities of $13.3 million six months ended June 30, 2024. The decline in operating cash flows was driven by changes in our working capital, which decreased $45.9 million, which included payments against our price protection liability of $6.1 million and severance and other payments from workforce reductions of $6.5 million.

Current wording

Net cash provided by operating activities was $9.2 million for the nine months ended September 30, 2025, compared to net cash used in operating activities of $17.5 million for the nine months ended September 30, 2024. The increase in operating cash flows was driven by increased revenues from increased volume of shipments of our products as a result of growth in customer demand for our broadband, connectivity, and infrastructure end markets (as discussed under the heading, “Results of Operations,” above). Operating cash flows were also impacted by changes in our working capital, which decreased $40.8 million, in particular, in 2025, we made severance and other payments from workforce reductions of $11.2 million and against our price protection liability of $8.8 million.

Previous wording

Our use of cash in investing activities decreased by $5.1 million. Net cash used in investing activities was $9.4 million for the six months ended June 30, 2025 and consisted of purchases of property and equipment of $3.2 million, and purchases of intangible assets of $6.2 million.

Current wording

Our use of cash in investing activities decreased by $4.3 million. Net cash used in investing activities was $16.1 million for the nine months ended September 30, 2025 and consisted of purchases of property and equipment of $8.9 million, and purchases of intangible assets of $7.2 million.

Previous wording

Net cash used in investing activities was $14.5 million for the six months ended June 30, 2024 and consisted of purchases of property and equipment of $11.4 million, and purchases of intangible assets of $3.1 million.

Current wording

Net cash used in investing activities was $20.4 million for the nine months ended September 30, 2024 and consisted of purchases of property and equipment of $15.5 million, and purchases of intangible assets of $5.0 million.

Previous wording

Our use of cash in financing activities did not materially change and was substantially comprised of minimum tax withholding paid on behalf of employees for restricted stock units for both periods.

Current wording

Our use of cash in financing activities did not materially change and was substantially comprised of minimum tax withholding paid on behalf of employees for restricted stock units, partially offset by net proceeds from issuance of common stock under employee stock purchase plans for both periods.