MACOM Technology Solutions Holdings, Inc.

Previous wording

We design, develop and manufacture differentiated semiconductor products and solutions for the Industrial and Defense (“I&D”), Data Center and Telecommunications (“Telecom”) industries for customers who demand high performance, quality and reliability. We are headquartered in Lowell, Massachusetts, with operational facilities throughout North America, Europe and Asia. We have more than 70 years of application expertise, combined with expertise in analog and mixed signal circuit design, compound semiconductor fabrication (including GaAs, GaN, indium phosphide (“InP”) and specialized silicon), advanced packaging and back-end assembly and test. We offer a broad portfolio of thousands of standard and custom devices, which include integrated circuits (“ICs”), multi-chip modules (MCM), diodes, amplifiers, switches and switch limiters, passive and active components and radio frequency (RF) and optical subsystems, which make up dozens of product lines that service over 6,000 end customers in our three primary markets. Our products are electronic components that our customers generally incorporate into larger electronic systems, such as wireless basestations, high-capacity optical networks, data center networks, radar, medical systems, satellite networks and test and measurement applications. Our primary end markets are: (1) I&D, which includes military and commercial radar, RF jammers, electronic countermeasures, communication data links, space-related electronics and various wired and wireless multi-market applications, which include industrial, medical, test and measurement and scientific applications; (2) Data Center, which includes intra-Data Center, Data Center Interconnect (DCI) applications, at 100G, 200G, 400G, 800G, 1.6T, 3.2T and higher speeds, enabled by our broad portfolio of analog ICs and photonic components for high speed connectivity customers; and (3) Telecom, which includes carrier infrastructure such as long-haul/metro, 5G and 6G infrastructure, satellite communications (“SATCOM”) and Fiber-to-the-X (FTTx)/passive optical network (PON), among others.

Current wording

We design, develop and manufacture differentiated semiconductor products and solutions for the Industrial and Defense (“I&D”), Data Center and Telecommunications (“Telecom”) industries for customers who demand high performance, quality and reliability. We are headquartered in Lowell, Massachusetts, with operational facilities throughout North America, Europe and Asia. We have more than 70 years of application expertise, combined with expertise in analog and mixed signal circuit design, compound semiconductor fabrication (including GaAs, GaN, indium phosphide (“InP”) and specialized silicon), advanced packaging and back-end assembly and test. We offer a broad portfolio of thousands of standard and custom devices, which include integrated circuits (“ICs”), multi-chip modules (“MCM”), diodes, amplifiers, switches and switch limiters, passive and active components and radio frequency (“RF”) and optical subsystems, which make up dozens of product lines that service over 6,000 end customers in our three primary markets. Our products are electronic components that our customers generally incorporate into larger electronic systems, such as wireless basestations, high-capacity optical networks, data center networks, radar, medical systems, satellite networks and test and measurement applications. Our primary end markets are: (1)

Previous wording

Comparison of the Three and Six Months Ended April 3, 2026 to the Three and Six Months Ended April 4, 2025

Current wording

Comparison of the Three and Nine Months Ended July 3, 2026 to the Three and Nine Months Ended July 4, 2025

Previous wording

Revenue. Our revenue increased by $53.1 million, or 22.5%, to $289.0 million for the three months ended April 3, 2026, from $235.9 million for the three months ended April 4, 2025, and our revenue increased by $106.6 million, or 23.5%, to $560.6 million for the six months ended April 3, 2026, from $454.0 million for the six months ended April 4, 2025. The increase in revenue in the three and six months ended April 3, 2026 is described by end market in the following paragraphs.

Current wording

Revenue. Our revenue increased by $90.2 million, or 35.8%, to $342.2 million for the three months ended July 3, 2026, from $252.1 million for the three months ended July 4, 2025, and our revenue increased by $196.7 million, or 27.9%, to $902.8 million for the nine months ended July 3, 2026, from $706.1 million for the nine months ended July 4, 2025. The increase in revenue in the three and nine months ended July 3, 2026 is described by end market in the following paragraphs.

Previous wording

In the three months ended April 3, 2026, our I&D market revenue increased by $22.1 million, or 22.4%, compared to the three months ended April 4, 2025. In the six months ended April 3, 2026, our I&D market revenue increased by $42.4 million, or 21.7%, compared to the six months ended April 4, 2025. The increase in the three and six months ended April 3, 2026 was primarily driven by revenue growth from defense programs.

Current wording

In the three months ended July 3, 2026, our I&D market revenue increased by $25.2 million, or 23.3%, compared to the three months ended July 4, 2025. In the nine months ended July 3, 2026, our I&D market revenue increased by $67.6 million, or 22.2%, compared to the nine months ended July 4, 2025. The increase in the three and nine months ended July 3, 2026 was primarily driven by revenue growth from defense-related programs.

Previous wording

In the three months ended April 3, 2026, our Data Center market revenue increased by $26.0 million, or 36.0%, compared to the three months ended April 4, 2025. In the six months ended April 3, 2026, our Data Center market revenue increased by $46.5 million, or 33.8%, compared to the six months ended April 4, 2025. The increase in the three and six months ended

Current wording

In the three months ended July 3, 2026, our Data Center market revenue increased by $61.8 million, or 81.5%, compared to the three months ended July 4, 2025. In the nine months ended July 3, 2026, our Data Center market revenue increased by $108.2 million, or 50.7%, compared to the nine months ended July 4, 2025. The increase in the three and nine months ended July 3, 2026 was primarily driven by higher sales of optical Data Center products primarily supporting high speed data rates from 100G up to 1.6T.

Previous wording

In the three months ended April 3, 2026, our Telecom market revenue increased by $5.0 million, or 7.6%, compared to the three months ended April 4, 2025. In the six months ended April 3, 2026, our Telecom market revenue increased by $17.7 million, or 14.6%, compared to the six months ended April 4, 2025. The increase in the three and six months ended April 3, 2026 was primarily driven by higher sales of products for PON, metro long haul, broadband access and SATCOM applications.

Current wording

In the three months ended July 3, 2026, our Telecom market revenue increased by $3.2 million, or 4.7%, compared to the three months ended July 4, 2025. In the nine months ended July 3, 2026, our Telecom market revenue increased by $20.9 million, or 11.1%, compared to the nine months ended July 4, 2025. The increase in the three and nine months ended July 3, 2026 was primarily driven by higher sales of products for broadband access, metro long haul and PON.

Previous wording

Gross profit. Gross margin was 56.9% and 55.2% for the three months ended April 3, 2026 and April 4, 2025, respectively, and 56.4% and 54.5% for the six months ended April 3, 2026 and April 4, 2025, respectively. Gross profit increased by $34.3 million, or 26.3%, to $164.4 million, or 56.9% of our revenue, for the three months ended April 3, 2026, compared to $130.2 million, or 55.2% of our revenue, for the three months ended April 4, 2025. Gross profit increased by $68.9 million, or 27.9%, to $316.2 million, or 56.4% of our revenue, for the six months ended April 3, 2026, compared to $247.3 million, or 54.5% of our revenue, for the six months ended April 4, 2025. Gross profit increased for the three and six months ended April 3, 2026 as compared to the three and six months ended April 4, 2025 primarily as a result of higher sales, partially offset by increases in employee-related costs, primarily due to additional headcount from the RTP Fab, higher maintenance expense and increases in production supplies.

Current wording

Gross profit. Gross margin was 58.3% and 55.3% for the three months ended July 3, 2026 and July 4, 2025, respectively, and 57.1% and 54.8% for the nine months ended July 3, 2026 and July 4, 2025, respectively. Gross profit increased by $60.1 million, or 43.1%, to $199.6 million, or 58.3% of our revenue, for the three months ended July 3, 2026, compared to $139.4 million, or 55.3% of our revenue, for the three months ended July 4, 2025. Gross profit increased by $129.1 million, or 33.4%, to $515.8 million, or 57.1% of our revenue, for the nine months ended July 3, 2026, compared to $386.7 million, or 54.8% of our revenue, for the nine months ended July 4, 2025. Gross profit increased for the three and nine months ended July 3, 2026 as compared to the three and nine months ended July 4, 2025 primarily as a result of increased sales, inclusive of sales of higher margin products, partially offset by increases in employee-related costs, primarily due to additional headcount from the RTP Fab, higher maintenance expense and increases in production supplies.

Previous wording

Research and development. Research and development expense increased by $11.1 million, or 19.3%, to $69.0 million, or 23.9% of our revenue, for the three months ended April 3, 2026, compared to $57.8 million, or 24.5% of our revenue, for the three months ended April 4, 2025. Research and development expense increased $17.2 million, or 14.6%, to $135.4 million, or 24.2% of our revenue, for the six months ended April 3, 2026, compared to $118.2 million, or 26.0% of our revenue, for the six months ended April 4, 2025. Research and development expense increased in the three months ended April 3, 2026 primarily due to increases in employee-related costs, including increases in headcount, higher R&D-related material costs and share-based compensation expense. Research and development expense increased in the six months ended April 3, 2026 primarily due to employee-related costs, including increases in headcount, higher R&D-related material costs and depreciation expense.

Current wording

Research and development. Research and development expense increased by $10.9 million, or 17.2%, to $74.3 million, or 21.7% of our revenue, for the three months ended July 3, 2026, compared to $63.4 million, or 25.1% of our revenue, for the three months ended July 4, 2025. Research and development expense increased $28.2 million, or 15.5%, to $209.7 million, or 23.2% of our revenue, for the nine months ended July 3, 2026, compared to $181.6 million, or 25.7% of our revenue, for the nine months ended July 4, 2025. Research and development expense increased in the three months ended July 3, 2026 primarily due to increases in employee-related costs, including increases in headcount, higher R&D-related material costs and development foundry costs. Research and development expense increased in the nine months ended July 3, 2026 primarily due to employee-related costs, including increases in headcount, higher R&D-related material costs and depreciation expense.

Previous wording

Selling, general and administrative. Selling, general and administrative expense increased by $7.2 million, or 19.1%, to $44.6 million, or 15.4% of our revenue, in the three months ended April 3, 2026, compared to $37.4 million, or 15.9% of our revenue, for the three months ended April 4, 2025. Selling, general and administrative expense increased by $10.0 million, or 13.0%, to $86.6 million, or 15.5% of our revenue, in the six months ended April 3, 2026, compared to $76.7 million, or 16.9% of our revenue, for the six months ended April 4, 2025. Selling, general and administrative expense increased in the three months ended April 3, 2026 primarily due to increases in employee-related costs, share-based compensation expense and professional service fees. Selling, general and administrative expense increased in the six months ended April 3, 2026 primarily due to increases in employee-related costs, software costs and variable selling costs.

Current wording

Selling, general and administrative. Selling, general and administrative expense increased by $9.7 million, or 25.4%, to $48.1 million, or 14.1% of our revenue, in the three months ended July 3, 2026, compared to $38.4 million, or 15.2% of our revenue, for the three months ended July 4, 2025. Selling, general and administrative expense increased by $19.7 million, or 17.1%, to $134.8 million, or 14.9% of our revenue, in the nine months ended July 3, 2026, compared to $115.1 million, or 16.3% of our revenue, for the nine months ended July 4, 2025. Selling, general and administrative expense increased in the three months ended July 3, 2026 primarily due to increases in employee-related costs, share-based compensation expense and professional fees. Selling, general and administrative expense increased in the nine months ended July 3, 2026 primarily due to increases in employee-related costs, share-based compensation expense, professional fees, software costs and variable selling costs.

Previous wording

Interest income. In the three months ended April 3, 2026, interest income was $7.8 million, compared to $7.2 million for the three months ended April 4, 2025. In the six months ended April 3, 2026, interest income was $15.7 million, compared to $14.2 million for the six months ended April 4, 2025. The increase for the three and six months ended April 3, 2026 is primarily due to the interest income earned from the higher cash and cash equivalents and short-term investments balance prior to the settlement of the 2026 Convertible Notes.

Current wording

Interest income. In the three months ended July 3, 2026, interest income was $6.7 million, compared to $7.6 million for the three months ended July 4, 2025. In the nine months ended July 3, 2026, interest income was $22.4 million, compared to $21.8 million for the nine months ended July 4, 2025. The decrease for the three months ended July 3, 2026 is primarily due to the decrease in our short-term investments balance. The increase for the nine months ended July 3, 2026 is primarily due to the interest income earned from the higher cash and cash equivalents and short-term investments balance prior to the settlement of the 2026 Convertible Notes.

Previous wording

Our estimated annual effective tax rate for the fiscal year ending October 2, 2026 is expected to be approximately 17.3%, which reflects the statutory rate adjusted for expected tax credits, primarily for R&D. This effective tax rate does not reflect the adjustment for any discrete tax matters arising during the year, such as the excess deduction related to share-based compensation. The actual effective income tax rate for the fiscal quarter ended April 3, 2026 was reduced by excess tax benefits related to share-based compensation.

Current wording

Our estimated annual effective tax rate for the fiscal year ending October 2, 2026 is expected to be approximately 18.5%, which reflects the statutory rate adjusted for expected tax credits, primarily for R&D. This effective tax rate does not reflect the adjustment for any discrete tax matters arising during the year, such as the excess deduction related to share-based compensation. The actual effective income tax rate for the fiscal quarter ended July 3, 2026 was reduced by excess tax benefits related to share-based compensation.

Previous wording

Our cash flow from operating activities for the six months ended April 3, 2026 of $121.6 million consisted of net income of $95.1 million, which included non-cash charges of $80.5 million, primarily related to share-based compensation expense of $44.8 million and depreciation and intangible asset amortization expense of $31.0 million and a net increase in working capital of $54.0 million. The net increase in working capital of $54.0 million was primarily driven by an increase in inventories of $14.4 million, an increase in accounts receivables of $11.0 million, an increase in prepaid expenses and other assets of $10.9 million and a decrease in accrued and other liabilities of $9.1 million.

Current wording

Our cash flow from operating activities for the nine months ended July 3, 2026 of $201.6 million consisted of net income of $195.8 million, adjusted for non-cash charges of $95.3 million, primarily related to share-based compensation expense of $65.9 million and depreciation and intangible asset amortization expense of $46.7 million, partially offset by a net increase in working capital of $89.6 million. The net increase in working capital of $89.6 million was primarily driven by an increase in inventories of $43.8 million, an increase in accounts receivables of $30.5 million, an increase in prepaid expenses and other assets of $6.7 million and a decrease in accrued and other liabilities of $10.1 million.

Previous wording

Our cash flow from operating activities for the six months ended April 4, 2025 of $105.3 million consisted of a net loss of $135.9 million plus adjustments of $263.1 million, to reconcile our net loss to cash provided by operating activities, less cash used in operating assets and liabilities of $21.9 million. Adjustments to reconcile our net loss to cash provided by operating activities primarily included loss on extinguishment of debt of $193.1 million, share-based compensation expense of $44.3 million and depreciation and intangible amortization expense of $30.8 million. In addition, cash used in operating assets and liabilities was $21.9 million for the six months ended April 4, 2025, primarily driven by an increase in accounts receivables of $24.7 million, an increase in inventories of $15.0 million, partially offset by an increase in accounts payable of $14.8 million.

Current wording

Our cash flow from operating activities for the nine months ended July 4, 2025 of $165.7 million consisted of a net loss of $99.3 million plus adjustments of $299.3 million, to reconcile our net loss to cash provided by operating activities, less cash used in operating assets and liabilities of $34.3 million. Adjustments to reconcile our net loss to cash provided by operating activities primarily included loss on extinguishment of debt of $193.1 million, share-based compensation expense of $61.6 million and depreciation and intangible amortization expense of $45.6 million. In addition, cash used in operating assets and liabilities was $34.3 million for the nine months ended July 4, 2025, primarily driven by an increase in accounts receivables of $22.8 million and an increase in inventories of $20.6 million, partially offset by an increase in accounts payable of $16.5 million.

Previous wording

Our cash flow provided by investing activities for the six months ended April 3, 2026 of $73.5 million consisted primarily of proceeds of $176.1 million for the sale and maturity of short-term investments, offset by purchases of $70.5 million of short-term investments, capital expenditures of $26.1 million and purchases of software licenses and licensed technology of $7.4 million.

Current wording

Our cash flow used in investing activities for the nine months ended July 3, 2026 of $16.4 million consisted primarily of proceeds of $208.2 million for the sale and maturity of short-term investments, offset by purchases of $110.8 million of short-term investments, purchases of long-term investments of $60.6 million, capital expenditures of $46.9 million and purchases of software licenses and licensed technology of $8.9 million.

Previous wording

Our cash flow used in investing activities for the six months ended April 4, 2025 of $167.1 million consisted primarily of cash paid for acquisitions, net of cash acquired of $12.7 million, capital expenditures of $13.5 million and purchases of $320.5 million of short-term investments and other investing activities of $8.0 million, offset by proceeds of $187.6 million for the sale and maturity of short-term investments.

Current wording

Our cash flow used in investing activities for the nine months ended July 4, 2025 of $246.1 million consisted primarily of purchases of $450.9 million of short-term investments, purchase of property under financing arrangement of $28.8 million, capital expenditures of $22.3 million, cash paid for acquisitions, net of cash acquired of $12.7 million and other investing activities of $11.0 million, offset by proceeds of $279.6 million for the sale and maturity of short-term investments.

Previous wording

During the six months ended April 3, 2026, our cash used in financing activities of $208.7 million was primarily related to repayment of the 2026 Convertible Notes of $161.2 million and $51.5 million of common stock withheld associated with employee taxes on vested equity awards, partially offset by $5.2 million of proceeds from employee stock purchases.

Current wording

During the nine months ended July 3, 2026, our cash used in financing activities of $207.5 million was primarily related to repayment of the 2026 Convertible Notes of $161.2 million and $55.6 million of common stock withheld associated with employee taxes on vested equity awards, partially offset by $11.5 million of proceeds from employee stock purchases.

Previous wording

During the six months ended April 4, 2025, our cash provided by financing activities of $26.3 million was primarily related to $86.6 million of proceeds from 2029 Convertible Notes and $4.5 million of proceeds from employee stock purchases, partially offset by $41.3 million of common stock withheld associated with employee taxes on vested equity awards and $23.1 million of fees for the convertible note exchange and payments for debt issuance costs.

Current wording

During the nine months ended July 4, 2025, our cash provided by financing activities of $58.8 million was primarily related to $86.6 million of proceeds from convertible notes, $28.8 million of proceeds from financing arrangement and $10.2 million of proceeds from stock option exercises and employee stock purchases, partially offset by $42.7 million of common stock withheld associated with employee taxes on vested equity awards and $23.2 million of fees for the convertible note exchange and payments for debt issuance costs.

Previous wording

As of April 3, 2026, we held $98.5 million of cash and cash equivalents, primarily deposited with financial institutions, as well as $566.3 million of liquid short-term investments. The undistributed earnings of certain foreign subsidiaries are considered indefinitely reinvested for the periods presented and we do not intend to repatriate such earnings. We believe the decision to reinvest these earnings will not have a significant impact on our liquidity. As of April 3, 2026, cash held by our indefinitely reinvested foreign subsidiaries was $8.8 million, which, along with cash generated from foreign operations, is expected to be used in the support of international growth and working capital requirements as well as the repayment of certain intercompany loans.

Current wording

As of July 3, 2026, we held $89.6 million of cash and cash equivalents, primarily deposited with financial institutions, as well as $573.4 million of liquid short-term investments. The undistributed earnings of certain foreign subsidiaries are considered indefinitely reinvested for the periods presented and we do not intend to repatriate such earnings. We believe the decision to reinvest these earnings will not have a significant impact on our liquidity. As of July 3, 2026, cash held by our indefinitely reinvested foreign subsidiaries was $6.9 million, which, along with cash generated from foreign operations, is expected to be used in the support of international growth and working capital requirements as well as the repayment of certain intercompany loans.