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MAXLINEAR, INC

MAXLINEAR, INCMXL決算レポート

Nasdaq · 情報技術 · 半導体及び関連デバイス

MaxLinear, Inc. is an American electronic hardware company. Founded in 2003, it provides highly integrated radio-frequency (RF) analog and mixed-signal semiconductor products for broadband communications applications. It is a New York Stock Exchange-traded company.

What changed in MAXLINEAR, INC's 10-K — 2024 vs 2025

Top changes in MAXLINEAR, INC's 2025 10-K

422 paragraphs added · 455 removed · 334 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

52 edited+15 added−13 removed126 unchanged
We offer this via a combination of competitive base salary, time-based equity incentives and bonus plans linked to financial performance that are designed to motivate and reward personnel with annual grants of stock-based and cash-based incentive compensation awards to our employees, some of which vest over a period of four years, plus other benefits, in order to increase stockholder value and the success of our company by motivating such individuals to perform to the best of their abilities and achieve both our short and long-term objectives.
We offer this via a combination of competitive base salary, time-based equity incentives and bonus plans linked to financial performance that are designed to motivate and reward personnel with annual grants of stock-based and cash-based incentive compensation awards to our employees, some of which vest over a period of three or four years, plus other benefits, in order to increase stockholder value and the success of our company by motivating such individuals to perform to the best of their abilities and achieve both our short and long-term objectives.
We are committed to contributing to the reduction of greenhouse gas emissions, and we are currently taking measures to reduce our greenhouse gas emissions and environmental impact such as purchasing 100% renewable energy for our facilities in California and elsewhere where available, using key suppliers that focus on sustainability as described below, enhancing our offices with energy saving improvements, and transitioning away from one-time use plastics used in the office to sustainable reusable products.
We are committed to contributing to the reduction of greenhouse gas emissions, and we are currently taking measures to reduce our greenhouse gas emissions and environmental impact such as purchasing 100% renewable energy for our facilities in California and elsewhere where available, using key suppliers that focus on sustainability as described below, enhancing our offices with energy saving improvements, and transitioned away from one-time use plastics used in the office to sustainable reusable products.
In this Form 10-K, unless the context otherwise requires, the “Company,” “we,” “us” and “our” refer to MaxLinear, Inc. and its directly and indirectly wholly-owned 4 Table of Contents subsidiaries. Our website address is www.maxlinear.com. The contents of our website are not incorporated by reference into this Form 10-K.
In this Form 10-K, unless the context otherwise requires, the “Company,” “we,” “us” and “our” refer to MaxLinear, Inc. and its directly and indirectly wholly-owned subsidiaries. Our website address is www.maxlinear.com. The contents of our website are not incorporated by reference into this Form 10-K.
Advances in these modems, powered by advanced SoCs, are enabling operators to aggregate the bandwidth of more channels and to widen the channels themselves, thereby increasing the download and upload speeds available to the consumer. • Connectivity : Connectivity is ubiquitous in our modern and transforming economy, where increasingly every device, including those inside our smart homes, enterprises, manufacturing robots, automobiles, commercial infrastructure, personal computers, personal health wear and gadgets, etc. are connected to the internet and each other.
Advances in these modems, powered by advanced SoCs, are enabling operators to aggregate the bandwidth of more channels and to widen the channels themselves, thereby increasing the download and upload speeds available to the consumer. 6 Table of Contents • Connectivity : Connectivity is ubiquitous in our modern and transforming economy, where increasingly every device, including those inside our smart homes, enterprises, manufacturing robots, automobiles, commercial infrastructure, personal computers, personal health wear and gadgets, etc. are connected to the internet and each other.
This imposes severe limits to the high-speed conversion of electrical signals to optical signals, and vice versa, owing to the bandwidth limitations, nonlinearities, and noise properties in lasers, modulators, and photo detectors used in optical modules. ▪ Form Factor: Optical transceivers are required to conform to multi-source agreement, or MSA, standardized form factors, which in turn determine the number of transceiver ports that can fit in the face plates of standard server, storage, 8 Table of Contents and switch rack units.
This imposes severe limits to the high-speed conversion of electrical signals to optical signals, and vice versa, owing to the bandwidth limitations, nonlinearities, and noise properties in lasers, modulators, and photo detectors used in optical modules. ▪ Form Factor: Optical transceivers are required to conform to multi-source agreement, or MSA, standardized form factors, which in turn determine the number of transceiver ports that can fit in the face plates of standard server, storage, and switch rack units.
For more details regarding our executive compensation, refer to information incorporated by reference from the information set forth under the captions “Executive Compensation” and “Compensation Discussion and Analysis” in either an amendment to this Form 10-K or our upcoming 2025 Proxy Statement.
For more details regarding our executive compensation, refer to information incorporated by reference from the information set forth under the captions “Executive Compensation” and “Compensation Discussion and Analysis” in either an amendment to this Form 10-K or our upcoming 2026 Proxy Statement.
We expect this trend to continue owing to: • Accelerated expansion of advanced data center technologies and cloud-based services including, Amazon Web Service, or AWS, Google Cloud Platform, and software as service, or SAAS, in general; • The explosive emergence of artificial intelligence, or AI, platforms and services such as OpenAI/Bing and Google Bard, which broadly amplify human ability to harness high-performance computing within the data center; • Continued proliferation of on-demand Over-The-Top, or OTT, video services such as Netflix, Amazon Prime and Disney+; • The “remote economy” accelerated by the COVID-19 pandemic, the shift to work-from-home, and increasing reliance on services such as Zoom, Microsoft Teams, and Google Meet; • The proliferation of “Internet of Things”, or IoT, including internet-connected devices and systems within the home, manufacturing industries, and enterprises; and • Large-scale proliferation and advancement of wireless broadband services, whether through 5G+ or WiFi, which act as an accelerant for all these technologies.
We expect this trend to continue owing to: • Accelerated expansion of advanced data center technologies and cloud-based services including, Amazon Web Service, or AWS, Google Cloud Platform, and software as service, or SAAS, in general; • The explosive emergence of artificial intelligence, or AI, platforms and services such as OpenAI, Copilot, Anthropic Claude, and Google Gemini, which broadly amplify human ability to harness high-performance computing within the data center; • Continued proliferation of on-demand Over-The-Top, or OTT, video services such as Netflix, Amazon Prime and Disney+; • The “remote economy” accelerated by the COVID-19 pandemic, the shift to work-from-home, and increasing reliance on services such as Zoom, Microsoft Teams, and Google Meet; • The proliferation of “Internet of Things”, or IoT, including internet-connected devices and systems within the home, manufacturing industries, and enterprises; and • Large-scale proliferation and advancement of wireless broadband services, whether through 5G+ or WiFi, which act as an accelerant for all these technologies.
Therefore, communications SoCs present inside optical modules (often referred to as digital signal processors, or DSPs) are required to correct both electrical and optical signal impairments at both ends of the fiber termination. ▪ Photonics Device Technology: Today’s state-of-the art in photonic device technology lags the rapidly increasing speed requirements of data traffic within cloud data centers and optical transport links between telecom data centers.
Therefore, communications SoCs present inside optical modules (often referred to as digital signal 8 Table of Contents processors, or DSPs) are required to correct both electrical and optical signal impairments at both ends of the fiber termination. ▪ Photonics Device Technology: Today’s state-of-the art in photonic device technology lags the rapidly increasing speed requirements of data traffic within cloud data centers and optical transport links between telecom data centers.
In addition, such narrowband receiver implementations suffer from signal integrity issues, reliability, and thermal challenges owing to the proximity of sensitive multiple RF receivers and discrete components in a limited PCB footprint. • Signal Clarity Performance Requirements: In communications systems, performance is limited by the quality of the received/transmitted signal that can be supported throughout the channel bandwidth.
In addition, such narrowband receiver implementations suffer from signal 7 Table of Contents integrity issues, reliability, and thermal challenges owing to the proximity of sensitive multiple RF receivers and discrete components in a limited PCB footprint. • Signal Clarity Performance Requirements: In communications systems, performance is limited by the quality of the received/transmitted signal that can be supported throughout the channel bandwidth.
Our ability to achieve the highest levels of integration of all analog/RF and digital signal processing functionality on the same chip minimizes power consumption by eliminating such signal transitions. Our solutions disproportionately impact our end-customer’s product power dissipation, 9 Table of Contents such as in cable modems, 400Gbps optical transceiver modules, and large 5G antenna radio transceiver arrays.
Our ability to achieve the highest levels of integration of all analog/RF and digital signal processing functionality on the same chip minimizes power consumption by eliminating such signal transitions. Our solutions disproportionately impact our end-customer’s product power dissipation, such as in cable modems, 400Gbps optical transceiver modules, and large 5G antenna radio transceiver arrays.
For example, revenue generated from sales of our modem products during the years ended December 31, 2024, 2023 and 2022 related principally to sales to Asian ODM’s and contract manufacturers delivering products into European and North American markets. To date, all of our sales have been denominated in United States dollars.
For example, revenue generated from sales of our products during the years ended December 31, 2025, 2024 and 2023 related principally to sales to Asian ODM’s and contract manufacturers delivering products into European and North American markets. To date, all of our sales have been denominated in United States dollars.
We work closely with our vendors in providing a supplier forecast three to twelve months in advance to ensure they have an adequate supply of raw materials to cover our forecast. Manufacturing We use third-party foundries and assembly and test contractors to manufacture, assemble and test our products.
We work closely with our vendors in providing a supplier forecast three to twelve months in advance to ensure they have an adequate supply of raw materials to cover our forecast. 11 Table of Contents Manufacturing We use third-party foundries and assembly and test contractors to manufacture, assemble and test our products.
We believe that the principal competitive factors in our markets include the following: • product performance; • features and functionality; • energy efficiency; • size; • ease of system design; • customer support; • product roadmap; • reputation; • reliability; and 13 Table of Contents • price. We believe that we compete favorably as measured against each of these criteria.
We believe that the principal competitive factors in our markets include the following: • product performance; • features and functionality; • energy efficiency; • size; • ease of system design; • customer support; • product roadmap; • reputation; • reliability; and • price. We believe that we compete favorably as measured against each of these criteria.
Optical transceivers operate across the widest bandwidths available and must preserve the necessary SNR throughout their bandwidth. These transceiver systems must compensate for impairments introduced as the signal propagates through wire, fiber or wireless mediums, as well as isolate the desired signals from the undesired signals that are invariably present in their wide operating 7 Table of Contents frequency range.
Optical transceivers operate across the widest bandwidths available and must preserve the necessary SNR throughout their bandwidth. These transceiver systems must compensate for impairments introduced as the signal propagates through wire, fiber or wireless mediums, as well as isolate the desired signals from the undesired signals that are invariably present in their wide operating frequency range.
All these usage scenarios depend on reliable, fast, low-latency networks, enabled by advances in semiconductor devices which integrate wide spectrum/broadband, high-frequency 5 Table of Contents circuits together with digital signal processing algorithms. Such devices not only expand the available network bandwidth, but also utilize that bandwidth more efficiently.
All these usage scenarios depend on reliable, fast, low-latency networks, enabled by advances in semiconductor devices which integrate wide spectrum/broadband, high-frequency circuits together with digital signal processing algorithms. Such devices not only expand the available network bandwidth, but also utilize that bandwidth more efficiently.
We have assembled a team of highly skilled semiconductor and embedded software design engineers with expertise in RF, mixed-signal and high-performance analog integrated circuit design, digital signal processing, communications systems and SoC design. As of December 31, 2024, we had approximately 941 employees in our R&D group.
We have assembled a team of highly skilled semiconductor and embedded software design engineers with expertise in RF, mixed-signal and high-performance analog integrated circuit design, digital signal processing, communications systems and SoC design. As of December 31, 2025, we had approximately 786 employees in our R&D group.
Our distributors are independent entities that assist us in identifying and servicing customers in a particular territory, usually on a non-exclusive basis. Sales to distributors accounted for approximately 44%, 50%, and 46% of our net revenue in the years ended December 31, 2024, 2023 and 2022, respectively.
Our distributors are independent entities that assist us in identifying and servicing customers in a particular territory, usually on a non-exclusive basis. Sales to distributors accounted for approximately 37%, 44%, and 50% of our net revenue in the years ended December 31, 2025, 2024 and 2023, respectively.
Our ability to design analog and mixed-signal circuits in CMOS allows us to efficiently combine analog functionality and complex digital signal processing logic in the same integrated circuit. As a result, we believe our solutions have exceptional levels of functional integration and performance, low manufacturing cost, and reduced power consumption versus competition.
Our ability to design analog and mixed-signal circuits in complementary metal-oxide-semiconductors, or CMOS, allows us to efficiently combine analog functionality and complex digital signal processing logic in the same integrated circuit. As a result, we believe our solutions have exceptional levels of functional integration and performance, low manufacturing cost, and reduced power consumption versus competition.
All connectivity standards rely on 6 Table of Contents multiple wireless or wireline transceivers or single large bandwidth transceivers to improve the data handling capacity and ability to talk to multiple devices simultaneously. • Industrial & Multi-Market : Manufacturing systems are increasingly being connected to each other and to the cloud.
All connectivity standards rely on multiple wireless or wireline transceivers or single large bandwidth transceivers to improve the data handling capacity and ability to talk to multiple devices simultaneously. • Industrial & Multi-Market : Manufacturing systems are increasingly being connected to each other and to the cloud.
Within this range of processes, we use a variety of process technology nodes ranging from 0.25µ down to 3 nanometer. We depend on independent silicon foundry manufacturers to 11 Table of Contents support our wafer fabrication requirements. Our key foundry partners include Taiwan Semiconductor Manufacturing Corporation, or TSMC, in Taiwan, and United Microelectronics Corporation, or UMC, in Taiwan and Singapore.
Within this range of processes, we use a variety of process technology nodes ranging from 0.25µ down to 4 nanometer. We depend on independent silicon foundry manufacturers to support our wafer fabrication requirements. Our key foundry partners include Taiwan Semiconductor Manufacturing Corporation, or TSMC, in Taiwan, and United Microelectronics Corporation, or UMC, in Taiwan and Singapore.
Markets The above trends propel demand across many of our target end markets, such as: • Data Center Infrastructure: Inside hyperscale data centers operated by Meta, Amazon, Microsoft, Google and others, high-speed optical transceivers connect racks of servers and storage through a hierarchical network of switches and routers.
Markets The above trends propel demand across many of our target end markets, such as: • Data Center Infrastructure: Inside data centers operated by Meta, Amazon, Microsoft, Google, Oracle, Alibaba, Bytedance, Tencent, and others, high-speed optical transceivers connect racks of servers and storage through a hierarchical network of switches and routers.
Our engineering design teams are located in Carlsbad, Irvine, and San Jose in California; Singapore; Shanghai, and Shenzhen in China; Taipei and Hsinchu in Taiwan; Bangalore and Chennai in India; Canada, Germany, Israel, and Spain.
Our engineering design teams are located in Carlsbad, Irvine, and San Jose in California; Singapore; Shanghai, and Shenzhen in China; Taipei and Hsinchu in Taiwan; India; Germany, Israel, and Spain.
Our products not only integrate the entire physical layer, or PHY, but also implement complete protocol stacks along with ready-for-use product level interface functionality and associated platform software.
Our products not only integrate the entire physical layer, or PHY, but also implement complete protocol 9 Table of Contents stacks along with ready-for-use product level interface functionality and associated platform software.
These cloud services may leverage generative AI, which requires racks of high-performance servers and storage connected by the fastest-available networks.
These cloud services may leverage generative AI, which requires racks of 5 Table of Contents high-performance servers and storage connected by the fastest-available networks.
We offer competitive benefits tailored to local markets and laws and designed to support employee health, welfare and retirement; examples of such benefits may include hybrid work schedules with one flexible day allowing all employees globally to work from home; paid time off; 401(k), pension or other retirement plans; employee leave or part-time arrangements to support well-being of employees and their dependents; sabbaticals; bereavement leave; employee stock purchase plan; basic and voluntary life, disability and supplemental insurance; medical, dental and vision insurance; health savings and flexible spending accounts; relocation assistance; and employee assistance programs.
We offer competitive benefits tailored to local markets and laws and designed to support employee health, welfare and retirement; examples of such benefits may include paid time off; 401(k), pension or other retirement plans; employee leave or part-time arrangements to support well-being of employees and their dependents; sabbaticals; bereavement leave; employee stock purchase plan; basic and voluntary life, disability and supplemental insurance; medical, dental and vision insurance; health savings and flexible spending accounts; relocation assistance; and employee assistance programs.
Consequently, the data traffic growth inside the data center has significantly outstripped the data traffic flowing to and from the data center. Currently, while server connections are transitioning from 10Gbps to 25Gbps or 100Gbps speeds, router and switch connections are moving from 100G to 400 and 800Gbps interconnections, with the next generation of switch connections (under development) targeting 1600Gbps.
Consequently, the data traffic growth inside the data center has significantly outstripped the data traffic flowing to and from the data center. Currently, while server connections are transitioning from 10Gbps to 25Gbps or 100Gbps speeds, router and switch connections are moving from 400G to 800 and 1600Gbps (1.6T) interconnections, with the next generation of switch connections (under development) targeting 1600Gbps.
We generally do not depend on a single source for the supply of our materials. Additionally, certain of products are supplied to us under the terms of a supply agreement with Intel. Outsourced Semiconductor Assembly and Test. Upon completion of the silicon processing at the foundry, we forward the finished silicon wafers to independent semiconductor assembly and test service subcontractors.
We generally do not depend on a single source for the supply of our materials. Additionally, certain products are supplied to us by Intel Corporation, or Intel, on a turnkey basis. Outsourced Semiconductor Assembly and Test. Upon completion of the silicon processing at the foundry, we forward the finished silicon wafers to independent semiconductor assembly and test service subcontractors.
While the remaining duration on the individual patents in our patent portfolio varies, we believe that the duration of our issued patents is adequate relative to the expected lives of our products. We own numerous trademarks related to our current products that have been registered in the United States and 4 pending U.S. trademark applications.
While the remaining duration on the individual patents in our patent portfolio varies, we believe that the duration of our issued patents is adequate relative to the expected lives of our products. We own numerous trademarks related to our current products that have been registered, or are pending registration, in the United States.
From time to time, these and other factors, together with changes in general economic conditions, cause significant upturns and downturns in the industry, and in our business in particular. 16 Table of Contents In addition, our operating results are subject to substantial quarterly and annual fluctuations due to a number of factors, such as the overall demand volatility for semiconductor solutions across a diverse range of communications, industrial and multimarket applications, the timing of receipt, reduction or cancellation of significant orders, the gain or loss of significant customers, market acceptance of our products and our customers’ products, our ability to timely develop, introduce and market new products and technologies, the availability and cost of products from our suppliers, new product and technology introductions by competitors, intellectual property disputes and the timing and extent of product development costs.
In addition, our operating results are subject to substantial quarterly and annual fluctuations due to a number of factors, such as the overall demand volatility for semiconductor solutions across a diverse range of communications, industrial and multimarket applications, the timing of receipt, reduction or cancellation of significant orders, the gain or loss of significant customers, market acceptance of our products and our customers’ products, our ability to timely develop, introduce and market new products and technologies, the availability and cost of products from our suppliers, new product and technology introductions by competitors, intellectual property disputes and the timing and extent of product development costs.
Corporate Social Responsibility and Sustainability As we continue to expand our presence around the world, we are mindful of our responsibility to assess and mitigate climate risks, reduce our greenhouse gas emissions, and maintain a socially responsible supply chain.
Corporate Social Responsibility and Sustainability We are mindful of our responsibility to assess and mitigate climate risks, reduce our greenhouse gas emissions, and maintain a socially responsible supply chain.
Our executive compensation structure aligns executive incentives with the long-term growth objectives of MaxLinear, including long-term share price appreciation. In that regard, our executive compensation programs have tended to place a relatively heavier weighting on equity compensation than our peers and include a performance-based metric to executives’ equity incentives in addition to other forms of compensation offered to all employees.
In that regard, our executive compensation programs have tended to place a relatively heavier weighting on equity compensation than our peers and include a performance-based metric to executives’ equity incentives in addition to other forms of compensation offered to all employees.
We have assembled a high-quality team in all the areas of expertise required at an integrated circuit design and communications systems company. Providing an attractive work environment for all of our employees is important to us. We believe that our ability to attract the best engineers is a critical component of our future growth and success in our chosen markets.
We have assembled a high-quality team in all the areas of expertise required at an integrated circuit design and communications systems 10 Table of Contents company. Providing an attractive work environment for all of our employees is important to us.
We consider our global employee relations to be good. Our human capital resources objectives include, as applicable, attracting and retaining talented and experienced employees, advisors, and consultants. We utilize multiple online search tools, specialized recruiting firms, employee referral programs and university hires to ensure a varied outreach approach for candidates.
Our human capital resources objectives include, as applicable, attracting and retaining talented and experienced employees, advisors, and consultants. We utilize multiple online search tools, specialized recruiting firms, employee referral programs and university hires to ensure a varied outreach approach for candidates. We aim to increase our hiring and retention of female talent including direct hires or interns from universities.
In addition, we generate revenue from certain intellectual property sale agreements. Industry Background Over the last three decades, ubiquitous internet connectivity has driven exponential growth in data content, delivery, distribution, and consumption.
Industry Background Over the last three decades, ubiquitous internet connectivity has driven exponential growth in data content, delivery, distribution, and consumption.
With respect to our indirect environmental impact, we consider and monitor the practices of our current and prospective foundry partners and suppliers in assessing environmental risks in our supply chain and in selecting key vendors.
With respect to our indirect environmental impact, we consider and monitor the practices of our current and prospective foundry partners and suppliers in assessing environmental risks in our supply chain and in selecting key vendors. We believe that our key suppliers have made a public commitment to integrate sustainability and sensitivity to environmental impact into their manufacturing processes.
We own foreign counterparts of certain of these registered trademarks in Brazil, Canada, Chile, China, the EU, Germany, Hong Kong, India, Israel, Japan, South Korea, Singapore, Taiwan and United Kingdom. We also claim common law rights in certain other trademarks that are not registered. Trademark rights may continue for a limited duration or in perpetuity, provided certain requirements are met.
We own foreign counterparts of certain of these registered trademarks in Brazil, Canada, China, the EU, Egypt, Germany, Hong Kong, India, Israel, Japan, Malaysia, Mexico, Russia, South Korea, Singapore, Taiwan, Thailand, Turkey, Vietnam and United Kingdom. We also claim common law rights in certain other trademarks that are not registered.
Our corporate training program, which is mandatory, covers training on discrimination-free workplace, as well as our code of ethics and employee conduct, insider trading policy, global export controls and economic sanctions policy, global anti-bribery and anti-corruption policy, and anti-trust and competition law.
Our corporate training program, which is mandatory, covers training on discrimination-free workplace, as well as our code of ethics and employee conduct, insider trading policy, global export controls and economic sanctions policy, global anti-bribery and anti-corruption policy, and anti-trust and competition law. 16 Table of Contents Our executive compensation structure aligns executive incentives with the long-term growth objectives of MaxLinear, including long-term share price appreciation.
Some of our targeted customers for our high speed interconnect solutions are module makers who are vertically integrated, where we compete with internally supplied components, and we compete with much larger analog and mixed-signal catalog competitors in the multi-market high-performance analog markets.
Some of our targeted customers for our high speed interconnect solutions are module makers who are vertically integrated, where we compete with internally supplied components, and we compete with much larger analog and mixed-signal catalog competitors in the multi-market high-performance analog markets. 13 Table of Contents The market for RF, mixed-signal and high-performance analog semiconductor products is highly competitive, and we believe that it will grow more competitive as a result of continued technological advances.
Pursuant to those October 2023 export control amendments, various categories of integrated circuits are now subject to export licensing and export control restrictions for export or reexport to China and certain other countries. Since October 2022, we have restricted or curtailed business with certain customers and partners in China as a result of BIS restrictions.
Pursuant to those October 2023 export control amendments, various categories of integrated circuits are now subject to export licensing and export control restrictions for export or reexport to China and certain other countries.
These laws and regulations are complex, may change frequently and with 15 Table of Contents limited notice, and may continue to become more stringent over time. We may incur significant expenditures in a future period as a result.
We are also subject to the rules and regulations of industry standards bodies such as the International Organization for Standardization, among others. These laws and regulations are complex, may change frequently and with limited notice, and may continue to become more stringent over time. We may incur significant compliance expenditures in a future period as a result.
Human Capital Our future success depends on our ability to retain, attract and motivate qualified personnel, and achieving those objectives requires us to maintain a work environment and culture that values diversity. As the source of our technological and product innovations, our design and technical personnel represent a significant asset.
For additional information, see the section titled “Risk Factors—Risks Related to our Business.” Human Capital Our future success depends on our ability to retain, attract and motivate qualified personnel, and achieving those objectives requires us to maintain a work environment and culture that values diversity.
In the years ended December 31, 2024, 2023 and 2022, ten customers accounted for approximately 60%, 54% and 65% of our net revenue, respectively. Products shipped to Asia accounted for 75%, 75% and 82% of our net revenue in the years ended December 31, 2024, 2023 and 2022, respectively.
A significant portion of our net revenue has historically been generated by a limited number of customers through sales of our products. In the years ended December 31, 2025, 2024 and 2023, ten customers accounted for approximately 65%, 60% and 54% of our net revenue, respectively.
Customers We sell our products, directly and indirectly, to OEMs, module makers and ODMs, and we refer to these as our end customers. By providing a highly integrated reference design solution that our customers can incorporate in their products with 10 Table of Contents minimal modifications, we enable our customers to design cost-effective high-performance SoC-based solutions rapidly.
By providing a highly integrated reference design solution that our customers can incorporate in their products with minimal modifications, we enable our customers to design cost-effective high-performance SoC-based solutions rapidly. A significant portion of our sales are through distributors based in Asia, who then resell our product.
For more information regarding the power efficiency and thermal performance of our products, refer to our corporate social responsibility and sustainability page on our website. Socially responsible supply chain. As a fabless semiconductor design company, we do not manufacture our products and, with respect to the activities we conduct directly, we believe we leave a limited environmental footprint.
As a fabless semiconductor design company, we do not manufacture our products and, with respect to the activities we conduct directly, we believe we leave a limited environmental footprint.
Additionally, our 12 Table of Contents products are compliant with the Restriction of Hazardous Substances, or RoHS, and Registration, Evaluation, Authorization and Restriction of Chemicals, or REACH, standards in the European Union, or EU.
Additionally, our products are compliant with the Restriction of Hazardous Substances, or RoHS, and Registration, Evaluation, Authorization and Restriction of Chemicals, or REACH, standards in the European Union, or EU. Research and Development We believe that our future success depends on our ability to both improve our existing products and to develop new products for both existing and new markets.
Products shipped to China accounted for 11% and 16% of our net revenue in the years ended December 31, 2023, and 2022, respectively, and less than 10% in the year ended December 31, 2024.
Products shipped to Asia accounted for 82%, 75% and 75% of our net revenue in the years ended December 31, 2025, 2024 and 2023, respectively, including 49% from products shipped to Hong Kong and 12% from products shipped to Vietnam during the year ended December 31, 2025, 41% from products shipped to Hong Kong during the year ended December 31, 2024, and 37% from products shipped to Hong Kong and 11% from products shipped to mainland China in the year ended December 31, 2023.
We intend to leverage our core competency in developing highly integrated RF transceiver and RF transceiver SoCs in standard CMOS process technology to address additional markets within broadband communications, communications infrastructure, and connectivity markets that we believe offer high growth potential. • Expand Global Presence: Due to the global nature of our supply chain and customer locations, we continue to expand our sales, design, operations and technical support organization both in the United States and overseas.
We intend to leverage our core competency in developing highly integrated RF transceiver and RF transceiver SoCs in standard CMOS process technology to address additional markets within broadband communications, communications infrastructure, and connectivity markets that we believe offer high growth potential. • Attract and Retain Top Talent: We are committed to recruiting and retaining highly talented personnel with proven expertise in the design, development, marketing and sales of communications integrated circuits.
Current litigation and any future litigation could be time-consuming, costly to defend or settle and result in the loss of significant rights ” and in “Item 3 — Legal Proceedings.” 14 Table of Contents Governmental Regulation Our business and operations around the world are subject to government regulation at the international, national, state, provincial, and local level.
For additional information, see the section titled “Risk Factors—Risks Related to Intellectual Property.” 14 Table of Contents Governmental Regulation Our business and operations around the world are subject to government regulation at the international, national, state, provincial, and local level.
We operate across eighteen countries and are sensitive to the many cultures and backgrounds constituting our employee base. As of December 31, 2024, we had 1,294 full-time employees, including 941 in R&D, 213 in sales and marketing, 30 in operations and semiconductor technology and 110 in administration.
As of December 31, 2025, we had 1,115 full-time employees, including 786 in R&D, 200 in sales and marketing, 27 in operations and semiconductor technology and 102 in administration. We have employees across 16 countries: 53% are in Asia, 25% in the Americas, 12% in Europe and 10% in the Middle East.
We have employees across 17 countries: 52% are in Asia, 26% in the Americas, 12% in Europe and 10% in the Middle East. Our workforce is represented by the following race/ethnicities: 67% Asian, 24% White or Middle Eastern, 9% Latinx or Hispanic origin, with 53% Asian and 47% White or Middle Eastern in senior management.
Our workforce is represented by the following race/ethnicities: 68% Asian, 22% White or Middle Eastern, 10% Latinx or Hispanic origin, with 54% Asian, 43% White or Middle Eastern and 3% Latinx or Hispanic origin n senior management. Females represented 14% of our outside directors, 10% of senior management, 14% of our technical roles, and 19% of our total workforce.
Foreign Corrupt Practices Act of 1977; and, additional global trade regulation, such as export controls and trade sanctions, among others. We are also subject to the rules and regulations of industry standards bodies such as the International Organization for Standardization, among others.
Foreign Corrupt Practices Act of 1977; and, additional global trade regulation, such as tariffs imposed by Customs and Border Protection, export controls administered by BIS, and economic trade sanctions maintained by the U.S. Department of the 15 Table of Contents Treasury Office of Foreign Assets Control, among others.
Females represented 29% of our outside directors, 7% of senior management, 14% of our technical roles, and 19% of our total workforce. Of our total employee workforce, 3% is represented by Work Councils in Austria and Germany. The Work Council groups, common to these countries, are comprised of employees elected by the general employee base.
Of our total employee workforce, 2% is represented by Work Council in Germany, but all of our employees have freedom of association, or the legal right to join worker organizations, including trade unions, and the right to collective bargaining. The Work Council group, is comprised of employees elected by the general employee base.
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In particular, we are aligned regionally to support to our customer base. • Attract and Retain Top Talent: We are committed to recruiting and retaining highly talented personnel with proven expertise in the design, development, marketing and sales of communications integrated circuits.
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We believe that our ability to attract the best engineers is a critical component of our future growth and success in our chosen markets. Customers We sell our products, directly and indirectly, to OEMs, module makers and ODMs, and we refer to these as our customers.
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A significant portion of our sales are through distributors based in Asia, who then resell our product. A significant portion of our net revenue has historically been generated by a limited number of customers through sales of our products, as well as consideration under intellectual property sale agreements.
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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.
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Research and Development We believe that our future success depends on our ability to both improve our existing products and to develop new products for both existing and new markets.
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For more information regarding the power efficiency and thermal performance of our products, refer to our corporate social responsibility and sustainability page on our website. 12 Table of Contents Socially responsible supply chain.
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The market for RF, mixed-signal and high-performance analog semiconductor products is highly competitive, and we believe that it will grow more competitive as a result of continued technological advances.
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For example, according to their websites, four of our largest manufacturing partners, ASE, Intel, TSMC, and UMC, each maintain well-developed environmental management and sustainability programs that are publicly avowed and supported by the highest levels of management within those organizations and have either set targets to reach net zero greenhouse gas emissions, or otherwise reduce such emissions, including in their manufacturing plans and processes.
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We may not gain any competitive advantages from our patents and other intellectual property rights. Our existing and future patents may be circumvented, designed around, blocked or challenged as to inventorship, ownership, scope, validity or enforceability.
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We aim to have a majority of manufacturing partners that are certified with ISO 14001 international standards for environmental management systems and plan to launch manufacturing partner audits in the future.
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It is possible that we may be provided with information in the future that could negatively affect the scope or enforceability of either our present or future patents. Furthermore, our pending and future patent applications may or may not be granted under the scope of the claims originally submitted in our patent applications.
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Trademark rights may continue for a limited duration or in perpetuity, provided certain requirements are met. Despite our efforts to protect our intellectual property rights, they may not be respected in the future or may be invalidated, circumvented or challenged.
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The scope of the claims submitted or granted may or may not be sufficiently broad to protect our proprietary technologies. The semiconductor industry is characterized by frequent litigation and other vigorous offensive and protective enforcement actions over rights to intellectual property. Moreover, there are numerous patents in the semiconductor industry, and new patents are being granted rapidly worldwide.
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In April 2024, additional controls on high-bandwidth memory commodities were imposed, and in December 2024, additional controls on semiconductor manufacturing commodities were imposed through an expansion of the Foreign Direct Product Rule. Since October 2022, we have restricted or curtailed business with certain customers and partners in China as a result of BIS restrictions.
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Third parties may obtain patents that block or limit our ability to develop new technology and/or improve our existing products. If our products were found to infringe any patents or other intellectual property rights held by third parties, we could be prevented from selling our products or be subject to litigation fees, statutory fines and/or other significant expenses.
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We may also incur fines, criminal sanctions, or other penalties should we fail to comply with these laws and regulations.
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We have initiated and could in the future be required to initiate litigation in order to enforce any patents issued to us, or to determine the scope or validity of a third-party’s patent or other proprietary rights, as described in “Risk Factors – Risks Related to Intellectual Property – We utilize a significant amount of intellectual property in our business.
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As the source of our technological and product innovations, our design and technical personnel represent a significant asset. We operate across 16 countries and are sensitive to the many cultures and backgrounds constituting our employee base.
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If we are unable to protect our intellectual property, our business could be adversely affected" and in “Item 3 – Legal Proceedings.” We may in the future be contacted by third parties suggesting that we seek a license to intellectual property rights that they may believe we are infringing.
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We believe female representation among our engineering staff compares favorably within our industry, but we remain committed to finding rewarding career opportunities for women across all functions within MaxLinear as well as to encouraging the engineering programs from which we recruit to increase their emphasis on opportunities for women.
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In addition, in the future, we may be subject to lawsuits by third parties seeking to enforce their own intellectual property rights, as described in “Risk Factors — Risks Related to Intellectual Property — We have settled in the past intellectual property litigation and may face additional claims of intellectual property infringement.
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We consider our global employee relations to be good. In 2025, our employee voluntary turnover rate was 14% compared to 13% in 2024. We host regular global town hall meetings in which all employees are encouraged to submit any questions, ahead of or during the meeting, to be addressed by executive and senior management.
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We aim to increase our hiring and retention of female talent including direct hires or interns from universities.
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We also have a formal confidential reporting policy and complaint procedures for employees and others to express concerns about conduct within MaxLinear, which includes confidential hotline reporting available in local languages.
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Our global training and development program includes internal on-the-job training and we have launched a pilot training program which includes seminars, podcasts and recommended learnings under which we have received significant employee participation.
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We are committed to limiting the use of temporary or contract workers to specialized, non-recurring projects or during peak times when permanent employment is scarce, and when we do use contract workers, we make efforts to convert them to permanent employees when they can fulfill open positions.
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As of December 31, 2025, while all of our employees are considered permanent employees, contractors comprised 15% of our workforce, compared to 14% in 2024, and we are committed to further reducing our use of such contractors. When needed, we conduct responsible workforce restructuring procedures in compliance with the regulations of the jurisdictions in which we operate.
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From time to time, these and other factors, together with changes in general economic conditions, cause significant upturns and downturns in the industry, and in our business in particular.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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We expect that we may not be able to obtain financing on favorable terms if at all or raise additional capital for any such payments.
We expect that we may not be able to obtain financing on favorable terms if at all or raise additional capital for any such payments.
We expect that we may not be able to obtain financing on favorable terms if at all or raise additional capital for any such payments.
We expect that we may not be able to obtain financing on favorable terms if at all or raise additional capital for any such payments.
As noted above, export licenses can be revoked or BIS could choose not to renew such licenses, which would halt the currently-approved licensed activities. In September 2020, we further restricted business operations with additional entities affiliated with Huawei when the BIS again amended the EAR to add such entities to the Entity List.
As noted above, such export licenses can be revoked or BIS could choose not to renew such licenses which would halt the currently approved licensed activities. In September 2020, we further restricted business operations with additional entities affiliated with Huawei when the BIS again amended the EAR to add such entities to the Entity List.
Our future revenue growth, if any, will depend in part on our ability to further penetrate into, and expand beyond, these markets with analog, digital and mixed-signal solutions targeting the markets for Wi-Fi and broadband, high-speed interconnects for data center, metro, and long-haul optical modules, and telecommunications wireless infrastructure products. Each of these markets presents distinct and substantial risks.
Our future revenue growth, if any, will depend in part on our ability to further penetrate into, and expand beyond, these markets with analog, digital and mixed-signal solutions targeting the markets for Wi-Fi and broadband, high-speed optical interconnects for data center, metro, long-haul optical modules, and telecommunications wireless infrastructure products. Each of these markets presents distinct and substantial risks.
In particular, we believe that we will need to develop new products in part to respond to changing dynamics and trends in our end user markets, including (among other trends) consolidation among cable and satellite operators, potential industry shifts away from the hardware devices and other technologies that incorporate certain of our products, advances in artificial intelligence, and changes in consumer television viewing habits and how consumers access and receive broadcast content and digital broadband services.
In particular, we believe that we will need to develop new products in part to respond to changing dynamics and trends in our end user markets, including (among other trends) advances in artificial intelligence, potential industry shifts away from the hardware devices and other technologies that incorporate certain of our products, changes in consumer television viewing habits and how consumers access and receive broadcast content and digital broadband services, and consolidation among cable and satellite operators.
Subject to customary cure rights, any default would permit the holders of the indebtedness to accelerate repayment of this debt and could cause defaults under other indebtedness that we have, any of which could have a material adverse effect on the trading price of our common stock.
Subject to customary cure rights, any default would permit the holders of the indebtedness to accelerate repayment of this debt and could cause defaults under other indebtedness that we have, any of which could have a material adverse effect on the trading price of our common stock.
When we originally settled a trademark dispute with Analog Devices International Unlimited Company (ADIUC) and its predecessor, Linear Technology Corporation, we agreed not to register the “MAXLINEAR” mark or any other marks containing the term “LINEAR”. Pursuant to the original settlement agreement, we agreed not to use the “MAXLINEAR” mark on our products.
When we originally settled a trademark dispute with Analog Devices International Unlimited Company, or ADIUC, and its predecessor, Linear Technology Corporation, we agreed not to register the “MAXLINEAR” mark or any other marks containing the term “LINEAR”. Pursuant to the original settlement agreement, we agreed not to use the “MAXLINEAR” mark on our products.
Our products are used in application areas that create new or increased cybersecurity and privacy risks, including applications that gather and process large amounts of data, such as the cloud or Internet of Things, or artificial intelligence, and critical infrastructure, payment card applications, and automotive applications.
Our products are used in application areas that create new or increased cybersecurity and privacy risks, including applications that gather and process large amounts of data, such as the cloud, Internet of Things, or artificial intelligence, and critical infrastructure, payment card applications, and automotive applications.
If interest rates were to increase substantially, and we incur additional indebtedness, it would adversely affect our operating results and could affect our ability to service the indebtedness; • a portion of our cash flows is dedicated to the payment of interest and when applicable, principal, on our indebtedness and other obligations and will not be available for use in our business; • our level of indebtedness, combined with high interest rates, could limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate, including limiting our future investments or ability to enter into acquisitions and strategic partnerships, and obtain financing for such transactions; and • our high degree of indebtedness may make us more vulnerable to changes in general economic conditions and/or a downturn in our business, thereby making it more difficult for us to satisfy our obligations.
If interest rates were to continue to increase substantially, and we incur additional indebtedness, it would adversely affect our operating results and could affect our ability to service the indebtedness; • a portion of our cash flows is dedicated to the payment of interest and when applicable, principal, on our indebtedness and other obligations and will not be available for use in our business; • our level of indebtedness, combined with high interest rates, could limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate, including limiting our future investments or ability to enter into acquisitions and strategic partnerships, and obtain financing for such transactions; and • our high degree of indebtedness may make us more vulnerable to changes in general economic conditions and/or a downturn in our business, thereby making it more difficult for us to satisfy our obligations.
If interest rates were to increase substantially, it would adversely affect our operating results and could affect our ability to service our indebtedness; • a portion of our cash flows is dedicated to the payment of interest and when applicable, principal, on our indebtedness and other obligations and will not be available for use in our business; • our level of indebtedness, combined with high interest rates, could limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate, including limiting our future investments or ability to enter into acquisitions and strategic partnerships, and obtain financing for such transactions; and • our high degree of indebtedness may make us more vulnerable to changes in general economic conditions and/or a downturn in our business, thereby making it more difficult for us to satisfy our obligations.
If interest rates were to continue to increase substantially, it would adversely affect our operating results and could affect our ability to service our indebtedness; • a portion of our cash flows is dedicated to the payment of interest and when applicable, principal, on our indebtedness and other obligations and will not be available for use in our business; • our level of indebtedness, combined with high interest rates, could limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate, including limiting our future investments or ability to enter into acquisitions and strategic partnerships, and obtain financing for such transactions; and • our high degree of indebtedness may make us more vulnerable to changes in general economic conditions and/or a downturn in our business, thereby making it more difficult for us to satisfy our obligations.
Inventory oversupply has also led and could continue to lead to inventory write-downs, including charges for any excess or obsolete inventory, which could negatively impact our gross margins; • failure by us, our customers, or their end customers to qualify a selected supplier; • reduced control over delivery schedules and quality; • shortages of materials; • misappropriation of our intellectual property; • limited warranties on wafers or products supplied to us; • potential increases in costs of our products; • costs to switch to alternate sources of supply for certain products and/or delays in sales of such products, if a supplier does not continue to supply certain products; and • our use of foundry partners who are currently subject to BIS restrictions, to manufacture certain of our products may be impaired if one or more of the following were to occur: (1) we are unable to obtain U.S. export licenses 46 Table of Contents authorizing its interactions and technology exchanges with these foundry partners or if there are delays in obtaining such licenses, or (2) if BIS increases export control restrictions to Chinese foundries without the ability for us to obtain a U.S. export license, or (3) U.S. providers of semiconductor manufacturer equipment are unable to export such equipment or related spare or replacement parts used in the manufacture of our products, or obtain a license to export such equipment and parts, to current or future Chinese foundry partners.
Inventory oversupply has also led and could continue to lead to inventory write-downs, including charges for any excess or obsolete inventory, which could negatively impact our gross margins; 44 Table of Contents • failure by us, our customers, or their end customers to qualify a selected supplier; • reduced control over delivery schedules and quality; • shortages of materials; • misappropriation of our intellectual property; • limited warranties on wafers or products supplied to us; • potential increases in costs of our products; • costs to switch to alternate sources of supply for certain products and/or delays in sales of such products, if a supplier does not continue to supply certain products; and • our use of foundry partners who are currently subject to BIS restrictions, to manufacture certain of our products may be impaired if one or more of the following were to occur: (1) we are unable to obtain U.S. export licenses authorizing its interactions and technology exchanges with these foundry partners or if there are delays in obtaining such licenses, or (2) if BIS increases export control restrictions to Chinese foundries without the ability for us to obtain a U.S. export license, or (3) U.S. providers of semiconductor manufacturer equipment are unable to export such equipment or related spare or replacement parts used in the manufacture of our products, or obtain a license to export such equipment and parts, to current or future Chinese foundry partners.
See the risk factors “We also are subject to risks associated with international geopolitical and military conflicts ” and “We will lose sales if we are unable to obtain or retain government authorization to export certain of our products or technology related to the development or production of our products or if such authorizations are revoked, and we will be subject to legal and regulatory consequences if we do not comply with applicable export control laws and regulations ” below.
See the risk factors “We are subject to risks associated with international geopolitical and military conflicts ” and “We will lose sales if we are unable to obtain or retain government authorization to export certain of our products or technology related to the development or production of our products or if such authorizations are revoked, and we will be subject to legal and regulatory consequences if we do not comply with applicable export control laws and regulations ” below.
Specifically, our indebtedness and high interest rates have important consequences to investors in our common stock, including the following: • 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 as well as the business of our distributors; • we are subject to variable interest rate risk because our interest rate under the Initial Term Loan under the June 23, 2021 Credit Agreement varies based on a fixed margin of 2.25% per annum over an adjusted Term SOFR rate or 1.25% per annum over an adjusted base rate and our interest rate for any outstanding principal under the revolving credit facility varies based a margin of 0% to 0.75% over adjusted base rate or a margin of 1.00% to 1.75% over an adjusted Term SOFR rate, and we are also subject to commitment fees ranging from 0.175% to 0.25% on the 39 Table of Contents undrawn portion of the Revolving Facility.
Specifically, our indebtedness and high interest rates have important consequences to investors in our common stock, including the following: • 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 as well as the business of our distributors; • we are subject to variable interest rate risk because our interest rate under the Initial Term Loan under the June 23, 2021 Credit Agreement varies based on a fixed margin of 2.25% per annum over an adjusted Term SOFR rate or 1.25% per annum over an adjusted base rate and our interest rate for any outstanding principal under the revolving credit facility varies based a margin of 0% to 0.75% over adjusted base rate or a margin of 1.00% to 1.75% over an adjusted Term SOFR rate, and we are also subject to commitment fees ranging from 0.175% to 0.25% on the 37 Table of Contents undrawn portion of the Revolving Facility.
Specifically, if we are required to pay damages in connection with legal proceedings related to the termination of the Merger Agreement, including for alleged breaches of the Merger Agreement, or if we agree to make any payments in any settlement of legal proceedings related to the termination of the Merger Agreement, and we finance all or a portion of the payment of damages through the incurrence of additional indebtedness, any materially increased indebtedness could have important consequences to investors in our common stock, including the following: 20 Table of Contents • our ability to obtain any necessary financing in the future for working capital, capital expenditures, debt service requirements, or other purposes may be limited or financing may be unavailable; • 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 as well as the business of our distributors; • we could be subject to substantial variable interest rate risk because our interest rate under term loans typically varies based on a fixed margin over an indexed rate (such as for the Initial Term Loan under the June 23, 2021 Credit Agreement) or an adjusted base rate.
Specifically, if we are required to pay damages in connection with legal proceedings related to the termination of the Merger Agreement, including for alleged breaches of the Merger Agreement, or if we agree to make any payments in any settlement of legal proceedings related to the termination of the Merger Agreement, and we finance all or a portion of the payment of damages through the incurrence of additional indebtedness, any materially increased indebtedness could have important consequences to investors in our common stock, including the following: • our ability to obtain any necessary financing in the future for working capital, capital expenditures, debt service requirements, or other purposes may be limited or financing may be unavailable; • 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 as well as the business of our distributors; • we could be subject to substantial variable interest rate risk because our interest rate under term loans typically varies based on a fixed margin over an indexed rate (such as for the Initial Term Loan under the June 23, 2021 Credit Agreement) or an adjusted base rate.
Some of the risks that may affect our ability to successfully integrate acquired businesses include those associated with: • failure to successfully further develop the acquired products or technology; • conforming the acquired company’s standards, policies, processes, procedures and controls with our operations; • coordinating new product and process development, especially with respect to highly complex technologies; • loss of key employees or customers of the acquired business; • hiring additional management and other key personnel; • in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries; • increasing the scope, geographic diversity and complexity of our operations; • consolidation of facilities, integration of the acquired businesses’ accounting, human resource and other administrative functions and coordination of product, engineering and sales and marketing functions; • the geographic distance between the businesses; • liability for activities of the acquired businesses before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; and • litigation or other claims in connection with the acquired businesses, including claims for terminated employees, customers, former stockholders or other third parties.
Some of the risks that may affect our ability to successfully integrate acquired businesses include those associated with: • failure to successfully further develop the acquired products or technology; • conforming the acquired company’s standards, policies, processes, procedures and controls with our operations; • coordinating new product and process development, especially with respect to highly complex technologies; • loss of key employees or customers of the acquired business; • hiring additional management and other key personnel; • in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries; • increasing the scope, geographic diversity and complexity of our operations; • consolidation of facilities, integration of the acquired businesses’ accounting, human resource and other administrative functions and coordination of product, engineering and sales and marketing functions; • the geographic distance between the businesses; 40 Table of Contents • liability for activities of the acquired businesses before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; and • litigation or other claims in connection with the acquired businesses, including claims for terminated employees, customers, former stockholders or other third parties.
We cannot guarantee that: • any of our present or future patents or patent claims will not lapse or be invalidated, circumvented, challenged or abandoned; • our intellectual property rights will provide competitive advantages to us; 43 Table of Contents • our ability to assert our intellectual property rights against potential competitors or to settle current or future disputes will not be limited by our agreements with third parties or obligations, if any, to standards organizations; • any of our pending or future patent applications will be issued or have the coverage originally sought; • our intellectual property rights will be enforced in jurisdictions where competition may be intense or where legal protection may be weak; • any of the trademarks, copyrights, trade secrets or other intellectual property rights that we presently employ in our business will not lapse or be invalidated, circumvented, challenged or abandoned; • we will not lose the ability to assert our intellectual property rights against or to license our technology to others and collect consideration that we are entitled to under certain intellectual property sale agreements; or • our ability to monetize our portfolio through divestiture and/or exclusive licensing transactions will not be impacted by conduct of counterparties to any such transactions, and we will not face liability arising from our monetization efforts.
We cannot guarantee that: • any of our present or future patents or patent claims will not lapse or be invalidated, circumvented, challenged or abandoned; • our intellectual property rights will provide competitive advantages to us; • our ability to assert our intellectual property rights against potential competitors or to settle current or future disputes will not be limited by our agreements with third parties or obligations, if any, to standards organizations; • any of our pending or future patent applications will be issued or have the coverage originally sought; • our intellectual property rights will be enforced in jurisdictions where competition may be intense or where legal protection may be weak; • any of the trademarks, copyrights, trade secrets or other intellectual property rights that we presently employ in our business will not lapse or be invalidated, circumvented, challenged or abandoned; • we will not lose the ability to assert our intellectual property rights against or to license our technology to others and collect consideration that we are entitled to under certain intellectual property sale agreements; or • our ability to monetize our portfolio through divestiture and/or exclusive licensing transactions will not be impacted by conduct of counterparties to any such transactions, and we will not face liability arising from our monetization efforts.
We believe that increases in tariffs on imported goods or the failure to resolve current international trade disputes could further decrease demand and have a material adverse effect on our business and operating results.
We believe that sustained increases in tariffs on imported goods, further increases in tariffs on imported goods, or the failure to resolve current international trade disputes could further decrease demand and have a material adverse effect on our business and operating results.
For the risks relating to our terminated merger with Silicon Motion, please refer to the section of these risk factors captioned “Risks Relating to the Terminated Merger with Silicon Motion.” Risk Factor Summary Risks Relating to the Terminated Merger with Silicon Motion • The termination of the Merger Agreement and the related legal proceedings have caused us to incur substantial costs, may divert management’s attention from our business and could otherwise adversely affect our business, financial results and operations. • If we are required to pay any damages in connection with legal proceedings related to the termination of the Merger Agreement with Silicon Motion, including for any alleged breaches of the Merger Agreement, or if we agree to make any payments in any settlement of legal proceedings related to the termination of the Merger Agreement, the amount of such damages or payments could be significant and require us to draw down on all our existing lines of credit and use our cash resources, which may not be sufficient to satisfy any damages or payments and could have a material adverse effect on our business, operating results, and financial condition.
For the risks relating to our terminated merger with Silicon Motion, please refer to the section of these risk factors captioned “Risks Relating to the Terminated Merger with Silicon Motion.” 17 Table of Contents Risk Factor Summary Risks Relating to the Terminated Merger with Silicon Motion • The termination of the Merger Agreement and the related legal proceedings have caused us to incur substantial costs, may divert management’s attention from our business and could otherwise adversely affect our business, financial results and operations. • If we are required to pay any damages in connection with legal proceedings related to the termination of the Merger Agreement with Silicon Motion, including for any alleged breaches of the Merger Agreement, or if we agree to make any payments in any settlement of legal proceedings related to the termination of the Merger Agreement, the amount of such damages or payments could be significant and require us to draw down on all our existing lines of credit and use our cash resources, which may not be sufficient to satisfy any damages or payments and could have a material adverse effect on our business, operating results, and financial condition.
For example, on December 27, 2024 the Department of Justice issued a final rule to implement Executive Order 14117 of February 28, 2024 (“Preventing Access to Americans’ Bulk Sensitive Personal Data and United States Government-Related Data by Countries of Concern.” ) implementing a new framework to protect the privacy of personal data shared between the U.S. and Europe, which may, in effect, impact privacy laws with “countries of concern” such as China or Russia.
For example, on December 27, 2024 the Department of Justice issued a final rule to implement Executive Order 14117 of February 28, 2024 (“Preventing Access to Americans’ Bulk Sensitive Personal Data and United States Government-Related Data by Countries of Concern”) implementing a new framework to protect the privacy of personal data shared between the U.S. and Europe, which may, in effect, impact privacy laws with “countries of concern” such as China or Russia.
As noted above, our ability to sell or distribute products or technology will be limited if BIS further amends the EAR to add restrictions against parties who are or may be our customers.
As noted above our ability to manufacture, sell or distribute products or technology will be limited if BIS further amends the EAR to add restrictions against parties who are or may be our customers.
We experience cyber-attacks of varying degrees on our technology infrastructure and systems and notwithstanding our defensive measures, experienced programmers, hackers, state actors, or others may be able to penetrate our security controls through attacks such as phishing, impersonating authorized users, ransomware, viruses, worms and other malicious software programs, software supply chain attacks, exploitation of design flaws, bugs and other security weaknesses and vulnerabilities, covert introduction of malware to computers and networks, including those using techniques that change frequently or may be disguised or difficult to detect, or designed to remain dormant until a triggering event or that may continue undetected for an extended period of time.
We experience cyber-attacks of varying degrees on our technology infrastructure and systems and notwithstanding our defensive measures, experienced programmers, hackers, state actors, or others may be able to penetrate our security controls through attacks such as phishing, impersonating authorized users, ransomware, viruses, worms and other malicious software programs, software supply chain attacks, exploitation of design flaws, bugs and other security weaknesses and vulnerabilities, covert 28 Table of Contents introduction of malware to computers and networks, including those using techniques that change frequently or may be disguised or difficult to detect, or designed to remain dormant until a triggering event or that may continue undetected for an extended period of time.
In addition to a significant portion of our wafer supply coming from Taiwan, Singapore, China and South Korea, substantially all of our products undergo packaging and final testing in Taiwan, Singapore, China, South Korea, Malaysia, and Thailand.
In addition to a significant portion of our wafer supply coming from Taiwan, Singapore, China and South Korea, substantially all of our products undergo packaging and final testing in Taiwan, Singapore, China, South Korea, and Malaysia.
Any such transactions has resulted and could result in: • issuances of equity securities dilutive to our existing stockholders; • substantial cash payments; • the incurrence of substantial debt and assumption of unknown liabilities; • large one-time write-offs; • amortization expenses related to intangible assets; 41 Table of Contents • a limitation on our ability to use our net operating loss carryforwards; • the diversion of management’s time and attention from operating our business to acquisition integration challenges; • stockholder or other litigation relating to the transaction; • adverse tax consequences; • costs and expenses associated with any undisclosed or potential liabilities; and • the potential loss of, or ability to attract, key personnel, customers and suppliers of the acquired businesses.
Any such transactions has resulted and could result in: • issuances of equity securities dilutive to our existing stockholders; • substantial cash payments; • the incurrence of substantial debt and assumption of unknown liabilities; • large one-time write-offs; • amortization expenses related to intangible assets; • a limitation on our ability to use our net operating loss carryforwards; • the diversion of management’s time and attention from operating our business to acquisition integration challenges; • stockholder or other litigation relating to the transaction; • adverse tax consequences; • costs and expenses associated with any undisclosed or potential liabilities; and • the potential loss of, or ability to attract, key personnel, customers and suppliers of the acquired businesses.
The laws outlined above are only a sample of the governmental laws, regulations and other legal obligations related to privacy, data protection, and cybersecurity to which we are subject.
The laws outlined above are only a sample of the governmental laws, regulations and other legal obligations related to privacy, data protection, cybersecurity, and AI to which we are subject.
Please refer to the Risk Factor entitled “If we are required to pay any damages in connection with legal proceedings related to the termination of the Merger 19 Table of Contents Agreement with Silicon Motion, including for any alleged breaches of the Merger Agreement, or if we agree to make any payments in any settlement of legal proceedings related to the termination of the Merger Agreement, the amount of such damages or payments could be significant and require us to draw down on all our existing lines of credit and use our cash resources, which may not be sufficient to satisfy any damages or payments and could have a material adverse effect on our business, operating results, and financial condition.
Please refer to the Risk Factor entitled “If we are required to pay any damages in connection with legal proceedings related to the termination of the Merger Agreement with Silicon Motion, including for any alleged breaches of the Merger Agreement, or if we agree to make any payments in any settlement of legal proceedings related to the termination of the Merger Agreement, the amount of such damages or payments could be significant and require us to draw down on all our existing lines of credit and use our cash resources, which may not be sufficient to satisfy any damages or payments and could have a material adverse effect on our business, operating results, and financial condition.
We have experienced and are continuing to experience weakening demand in China, and such future developments related to U.S.-China relations may also have further impact on our supply chain. Additionally, the geopolitical developments in relations between Taiwan and China could affect the supply of our products from Taiwan, including from Taiwan Semiconductor Manufacturing Company, Limited, or TSMC.
We have experienced and are continuing to experience weakened demand in China, and such future developments related to U.S.-China relations may also have further impact on our supply chain. Additionally, the geopolitical developments in relations between Taiwan and China could affect the supply of our products from Taiwan, including from Taiwan Semiconductor Manufacturing Company, Limited, or TSMC.
The United States has also announced measures intended to further restrict the export of certain advanced semiconductor products and technology, as well as products that incorporate those advanced semiconductor products, to the People’s Republic of China, or China, and/or certain companies located in China due to national security and human rights concerns, including the imposition of new license requirements for certain semiconductor technologies.
The United States has also announced measures intended to further restrict the export of certain advanced semiconductor products and technology, as well as products that incorporate those advanced semiconductor products, to China, and/or certain companies located in China due to national security and human rights concerns, including the imposition of new license requirements for certain semiconductor technologies.
Factors that could affect our revenue from these large customers include the following: • macroeconomic and business factors influencing such customers’ demand for our products, including excess inventory in the channel; • substantially all of our sales to date have been made on a purchase order basis, and we do not have long-term product purchase commitments with our customers; • some of our customers have sought or are seeking relationships with current or potential competitors which may affect their purchasing decisions; • service provider and OEM consolidation across cable, satellite, and fiber markets could result in significant changes to our customers’ technology development and deployment priorities and roadmaps, which could affect our ability to forecast demand accurately and could lead to increased volatility in our business; 29 Table of Contents • technological changes in our markets could lead to substantial volatility in our revenues based on product transitions, and particularly in our broadband markets, we face risks based on changes in the way consumers are accessing and using broadband and cable services, which would affect operator demand for our products; and • any decrease in revenue generated by the recipient of intellectual property under certain intellectual property sale agreements, including due to any inability to enforce our intellectual property rights as described in the section “Risks Relating to Intellectual Property” under the risk factor “ We utilize a significant amount of intellectual property in our business.
Factors that could affect our revenue from these large customers include the following: • macroeconomic and business factors influencing such customers’ demand for our products; • substantially all of our sales to date have been made on a purchase order basis, and we do not have long-term product purchase commitments with our customers; • some of our customers have sought or are seeking relationships with current or potential competitors which may affect their purchasing decisions; • service provider and OEM consolidation across cable, satellite, and fiber markets could result in significant changes to our customers’ technology development and deployment priorities and roadmaps, which could affect our ability to forecast demand accurately and could lead to increased volatility in our business; • technological changes in our markets could lead to substantial volatility in our revenues based on product transitions, and particularly in our broadband markets, we face risks based on changes in the way consumers are accessing and using broadband and cable services, which would affect operator demand for our products; and • any decrease in revenue generated by the recipient of intellectual property under certain intellectual property sale agreements, including due to any inability to enforce our intellectual property rights as described in the section “Risks Relating to Intellectual Property” under the risk factor “ We utilize a significant amount of intellectual property in our business.
These provisions provide for the following: • authorize our Board of Directors to issue, without further action by the stockholders, up to 25,000,000 shares of undesignated preferred stock; • require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent; • specify that special meetings of our stockholders can be called only by our Board of Directors, our Chairman of the Board of Directors, or our President; • establish an advance notice procedure for stockholder approvals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our Board of Directors; • establish that our Board of Directors is divided into three classes, Class I, Class II and Class III, with each class serving staggered terms; 49 Table of Contents • provide that our directors may be removed only for cause; • provide that vacancies on our Board of Directors may be filled only by a majority of directors then in office, even though less than a quorum; • specify that no stockholder is permitted to cumulate votes at any election of directors; and • require super majority votes of the holders of our common stock to amend specified provisions of our charter documents.
These provisions provide for the following: • authorize our Board of Directors to issue, without further action by the stockholders, up to 25,000,000 shares of undesignated preferred stock; • require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent; • specify that special meetings of our stockholders can be called only by our Board of Directors, our Chairman of the Board of Directors, or our President; • establish an advance notice procedure for stockholder approvals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our Board of Directors; • establish that our Board of Directors is divided into three classes, Class I, Class II and Class III, with each class serving staggered terms; • provide that our directors may be removed only for cause; • provide that vacancies on our Board of Directors may be filled only by a majority of directors then in office, even though less than a quorum; • specify that no stockholder is permitted to cumulate votes at any election of directors; and • require supermajority votes of the holders of our common stock to amend specified provisions of our charter documents.
Based upon our review of all positive and negative evidence, as of December 31, 2024, we continue to have a valuation allowance on state deferred tax assets, certain federal deferred tax assets, and certain foreign deferred tax assets in jurisdictions where we have cumulative losses or otherwise are not expected to utilize certain tax attributes.
Based upon our review of all positive and negative evidence, as of December 31, 2025, we continue to have a valuation allowance on state deferred tax assets, certain federal deferred tax assets, and certain foreign deferred tax assets in jurisdictions where we have cumulative losses or otherwise are not expected to utilize certain tax attributes.
We cannot be sure that we will be able to successfully adapt our operations in response to any climate-related changes or comply with any increased reporting obligations in a cost-effective manner, and our business, financial condition and results of operations could be materially and adversely affected.
We cannot be sure that we would be able to successfully adapt our operations in response to any climate-related changes or comply with any increased reporting obligations in a cost-effective manner, and our business, financial condition and results of operations could be materially and adversely affected.
It is possible that foundry customers that are larger and better financed than we are, or that have long-term agreements with our foundry, may induce our foundry to reallocate capacity to them. This reallocation could impair our ability to secure the supply of components that we need.
It is possible that foundry and OSAT customers that are larger and better financed than we are, or that have long-term agreements with our foundry or OSAT providers, may induce our foundry or OSAT providers to reallocate capacity to them. This reallocation could impair our ability to secure the supply of components that we need.
As of December 31, 2024, 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.
As of December 31, 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.
We have issued shares of our common stock to settle such bonus awards for our employees, including executives, for the 2014 to 2023 performance periods, and we intend to continue this practice in the foreseeable future, subject to availability of such shares under our stock plans.
We have issued shares of our common stock to settle such bonus awards for our employees, including executives, for the 2014 to 2024 performance periods, and we intend to continue this practice in the foreseeable future, subject to availability of such shares under our stock plans.
Security vulnerabilities and/or mitigation techniques can result in adverse performance or power effects, reboots, system instability or unavailability, loss of functionality, non-compliance with standards, data loss or corruption, unpredictable system behavior, decisions by customers, regulators and end users to limit or change the applications in which they use our products or product features, and/or the misappropriation of data by third parties.
Security vulnerabilities and/or mitigation techniques can result in adverse performance or power effects, reboots, system instability or unavailability, loss of functionality, non-compliance with standards, data loss or corruption, unpredictable system behavior, decisions by customers, regulators and end users to limit or change the applications in which they use our products or product features, the misappropriation of data by third parties, or other cybersecurity incidents.
To manage any future growth successfully, we believe we must effectively, among other things: • successfully develop new products and penetrate new applications and markets; • recruit, hire, train and manage additional qualified engineers for our research and development activities, especially in the positions of design engineering, product and test engineering and applications engineering; • implement and improve our administrative, financial and operational systems, procedures and controls; and • enhance our information technology support for enterprise resource planning and design engineering by adapting and expanding our systems and tool capabilities, and properly training new hires as to their use.
To manage continued growth successfully, we believe we must effectively, among other things: • successfully develop new products and penetrate new applications and markets; • recruit, hire, train, retain and manage additional qualified engineers for our research and development activities, especially in the positions of design engineering, product and test engineering and applications engineering; • implement and improve our administrative, financial and operational systems, procedures and controls; and • enhance our information technology support for enterprise resource planning and design engineering by adapting and expanding our systems and tool capabilities, and properly training new hires as to their use.
Additionally, we cannot be certain that our insurance coverage will be adequate or otherwise protect us with respect to claims, expenses, fines, penalties, business loss, data loss, litigation, regulatory actions, or other impacts arising from any of the 31 Table of Contents security breaches or incidents outlined above, or that such coverage will continue to be available on acceptable terms or at all.
Additionally, we cannot be certain that our insurance coverage will be adequate or otherwise protect us with respect to claims, expenses, fines, penalties, business loss, data loss, litigation, regulatory actions, or other impacts arising from any of the security breaches or incidents outlined above, or that such coverage will continue to be available on acceptable terms or at all.
We operate an outsourced manufacturing business model that utilizes third-party foundry and assembly and test capabilities. As a result, we rely on third-party foundry wafer fabrication, including sole sourcing for many components or products. Currently, a large portion of our products are manufactured by TSMC, and United Microelectronics Corporation, or UMC, at foundries located in Taiwan, Singapore, and China.
We operate an outsourced manufacturing business model that utilizes third-party foundry and assembly and test capabilities. As a result, we rely on third-party foundry wafer fabrication, including sole sourcing for many components or products. Currently, a large portion of our products are manufactured by TSMC, and UMC, at foundries located in Taiwan, Singapore, and China.
Security vulnerabilities and any limitations or adverse effects of mitigation techniques can adversely affect our results of operations, financial condition, customer relationships, prospects, and reputation in a number of ways, any of which may be material. The use of open source software in our products, processes and technology may expose us to additional risks and harm our intellectual property.
Security vulnerabilities and any limitations or adverse effects of mitigation techniques can adversely affect our results of operations, financial condition, customer relationships, prospects, and reputation in a number of ways, any of which may be material. 43 Table of Contents The use of open source software in our products, processes and technology may expose us to additional risks and harm our intellectual property.
Employee litigation related to the reduction of our workforce could be costly and time-consuming. We do not know whether we will be able to attract and retain the required and desirable personnel as we continue to pursue our business strategy.
Employee litigation related to the reductions of our workforce could be costly and time-consuming. We do not know whether we will be able to attract and retain the required and desirable personnel as we continue to pursue our business strategy.
In addition, our current credit agreement, and any new loan agreements, contain and would likely contain financial and operational covenants that may adversely affect our ability to engage in certain activities, including certain financing and acquisition transactions, any future stock repurchases, guarantees, and similar transactions, without obtaining the consent of the lenders, which may or may not be forthcoming.
In addition, our current credit agreement, and any new loan agreements, contain and would likely contain financial and operational covenants that may adversely affect our ability to engage in certain activities, including certain financing and acquisition transactions, any future stock repurchases, guarantees, and similar transactions, without obtaining the consent of the 20 Table of Contents lenders, which may or may not be forthcoming.
Moreover, it is possible that our customers may develop their own products or adopt a competitor’s solution for products that they currently buy from us. When this occurs, our sales could decline and/or our market share could be reduced. Our relationship with customers has been and could continue to be impaired by our sale of patents.
Moreover, it is possible that our customers may develop their own products or adopt a competitor’s solution for products that they currently buy from us. When this occurs, our sales could decline and/or our market share could be reduced. 27 Table of Contents Our relationship with customers has been and could continue to be impaired by our sale of patents.
In addition, if our customers or business partners fail to comply with applicable regulations and laws or to timely notify us of material changes to the licenses, we may be subject to liability and may be required to suspend sales or take other action which could damage our reputation and negatively impact our results of operations.
In addition, if our customers or business partners fail to comply with applicable regulations and laws or to timely notify us of material changes to the licenses, we may be subject to liability and may be required to suspend sales or take other action which 26 Table of Contents could damage our reputation and negatively impact our results of operations.
The North American and European Pay-TV market is dominated by a few OEMs, including Vantiva SA, Commscope Holding Company, Inc., Hitron Technologies Inc., Compal Broadband Networks, Inc., Humax Co., Ltd., and Samsung Electronics Co., Ltd. These OEMs are large multinational corporations with negotiating power relative to us and are undergoing significant consolidation.
The North American and European Pay-TV market is dominated by a few OEMs, including Vantiva SA, Hitron Technologies Inc., Compal Broadband Networks, Inc., Humax Co., Ltd., and Samsung Electronics Co., Ltd. These OEMs are large multinational corporations with negotiating power relative to us and are undergoing significant consolidation.
For example, the risk of an earthquake in the Pacific Rim region, including Taiwan, or Southern California is significant due to the proximity of major earthquake fault lines, and Taiwan in particular is also subject to typhoons and other Pacific storms, and drought impacting the water supply which chip manufacturers rely upon to fabricate chip products.
For example, the risk of an earthquake in the Pacific Rim region, including Taiwan, or Southern California is significant due to the proximity of major earthquake fault lines, and Taiwan in particular is also subject to typhoons and other Pacific storms, and more recently, a drought impacting the water supply which chip manufacturers rely upon to fabricate chip products.
If we are unable to resume and manage our growth effectively, we may not be able to take advantage of market opportunities or develop new products and we may fail to satisfy customer requirements, maintain product quality, execute our business plan, or respond to competitive pressures. 23 Table of Contents Our business, financial condition and results of operations could continue to be adversely affected by military conflicts, geopolitical and economic tensions among or with countries in which we conduct business, including between the United States and China, Israel (and its conflicts with Iran and Lebanon), and among other countries.
If we are unable to continue our growth effectively, we may not be able to take advantage of market opportunities or develop new products and we may fail to satisfy customer requirements, maintain product quality, execute our business plan, or respond to competitive pressures. 23 Table of Contents Our business, financial condition and results of operations could continue to be adversely affected by escalating trade wars, military conflicts, and other geopolitical and economic tensions among or with countries in which we conduct business, including between the United States and China, Israel (and its conflicts with Iran and Lebanon).
As of December 31, 2024, our aggregate indebtedness was $125.0 million from an initial secured term B loan facility, or the Initial Term Loan under the June 23, 2021 Credit Agreement.
As of December 31, 2025, our aggregate indebtedness was $125.0 million from an initial secured term B loan facility, or the Initial Term Loan under the June 23, 2021 Credit Agreement.
If we fail or are slow to introduce new or enhanced products that meet the needs of our customers or penetrate new markets in a timely fashion, as has happened previously or in the future, we will lose market share and our operating results will be adversely affected.
If we fail or are slow to introduce new or 32 Table of Contents enhanced products that meet the needs of our customers or penetrate new markets in a timely fashion, as has happened previously or in the future, we will lose market share and our operating results will be adversely affected.
Moreover, because our target markets are relatively new, many of our customers have difficulty accurately forecasting their product requirements and estimating the timing of their new product introductions, which ultimately affects their demand for our products. Historically, because of this limited visibility, actual results have been different from our forecasts of customer demand.
Moreover, because our target markets are constantly evolving, many of our customers have difficulty accurately forecasting their product requirements and estimating the timing of their new product introductions, which ultimately affects their demand for our products. Historically, because of this limited visibility, actual results have been different from our forecasts of customer demand.
If our suppliers have difficulty obtaining raw materials and natural resources due to extreme weather impacts, this could increase the cost associated with extraction of raw materials or limit the supply available 37 Table of Contents for our key suppliers to manufacture our products, driving the cost up for us and/or threaten our upstream supply chain.
If our suppliers have difficulty obtaining raw materials and natural resources due to extreme weather impacts, this could increase the cost associated with extraction of raw materials or limit the supply available for our key suppliers to manufacture our products, driving the cost up for us and/or threaten our upstream supply chain.
If we fail to comply with these requirements in the manufacture or distribution of our products, we could be required to pay civil penalties, face criminal prosecution and, in some cases, be prohibited from distributing our products in commerce until the products or component substances are brought into compliance.
If we fail to comply with these requirements in the manufacture or 35 Table of Contents distribution of our products, we could be required to pay civil penalties, face criminal prosecution and, in some cases, be prohibited from distributing our products in commerce until the products or component substances are brought into compliance.
We rely on third-party vendors to provide critical services, including, among other things, services related to accounting, billing, compliance, internal audit, human resources, information technology, network development, network monitoring, in-licensing and intellectual property that we cannot or do not create or provide ourselves.
We rely on third-party vendors to provide critical services, including, among other things, services related to accounting, billing, compliance, internal audit, human resources, payroll, stock administration, information technology, network development, network monitoring, in-licensing and intellectual property that we cannot or do not create or provide ourselves.
Finally, our customers’ failure to successfully market and sell their products could reduce demand for our products and materially and adversely affect our business, financial condition 36 Table of Contents and results of operations. If we were unable to generate revenue after incurring substantial expenses to develop any of our products, our business would suffer.
Finally, our customers’ failure to successfully market and sell their products could reduce demand for our products and materially and adversely affect our business, financial condition and results of operations. If we were unable to generate revenue after incurring substantial expenses to develop any of our products, our business would suffer.
We depend on these vendors to ensure 47 Table of Contents that our corporate infrastructure will consistently meet our business requirements and legal obligations. The ability of these third-party vendors to successfully provide reliable and high quality services is subject to technical and operational uncertainties that are beyond our control.
We depend on these vendors to ensure that our corporate infrastructure will consistently meet our business requirements and legal obligations. The ability of these third-party vendors to successfully provide reliable and high quality services is subject to technical and operational uncertainties that are beyond our control.
The June 23, 2021 Credit Agreement also provides for a revolving credit facility of up to $100.0 million, or the Revolving Facility, which remains undrawn as of December 31, 2024.
The June 23, 2021 Credit Agreement also provides for a revolving credit facility of up to $100.0 million, or the Revolving Facility, which remains undrawn as of December 31, 2025.
Global economic volatility and economic volatility in the specific markets in which the devices that incorporate our products are ultimately sold, including the impacts of inflation and a potential recession, can cause extreme difficulties for our customers and third-party vendors in accurately forecasting and planning future business activities.
Global economic volatility and economic volatility in the specific markets in which the devices that incorporate our products are ultimately sold, including the impacts of inflation, can cause extreme difficulties for our customers and third-party vendors in accurately forecasting and planning future business activities.
In addition, any significant future cancellations or deferrals of product orders or the return 35 Table of Contents of previously sold products due to manufacturing defects could materially and adversely impact our profit margins, increase our write-offs due to product obsolescence and restrict our ability to fund our operations.
In addition, any significant future cancellations or deferrals of product orders or the return of previously sold products due to manufacturing defects could materially and adversely impact our profit margins, increase our write-offs due to product obsolescence and restrict our ability to fund our operations.
Such catastrophes could result in the disruption of our product shipments, foundry, assembly, or test capacity. We have recorded goodwill and other intangible assets in connection with business acquisitions. Goodwill and other acquired intangible assets could become impaired and adversely affect our future operating results.
Such catastrophes could result in the disruption of our product shipments, foundry, assembly, or test capacity. 49 Table of Contents We have recorded goodwill and other intangible assets in connection with business acquisitions. Goodwill and other acquired intangible assets could become impaired and adversely affect our future operating results.
Additionally, current and future business with parties subject to significant export restrictions, including those named on the Entity List may be limited in scope or suspended entirely in order to comply with the EAR or other applicable laws or 27 Table of Contents regulations and, as a result, our revenue could be adversely impacted until a license is granted or renewed.
Additionally, current and future business with parties subject to significant export restrictions, including those named on the Entity List may be limited in scope or suspended entirely in order to comply with the EAR or other applicable laws or regulations and, as a result, our revenue could be adversely impacted until a license is granted or renewed.
These factors include those discussed in this “Risk Factors” section of this report and others such as: • any developments related to our terminated merger with Silicon Motion; • actual or anticipated fluctuations in our financial condition and operating results; • overall conditions in the semiconductor market; • addition or loss of significant customers; • changes in laws or regulations applicable to our products, including export controls; • geopolitical changes impacting our business and markets, including with respect to China and Taiwan and the change in the U.S. presidential administration; • actual or anticipated changes in our growth rate relative to our competitors; • announcements of technological innovations by us or our competitors; • announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, or capital commitments; • departures of, and inability to attract, qualified key personnel; • competition from existing products or new products that may emerge; • issuance of new or updated research or reports by securities analysts; • fluctuations in the valuation of companies perceived by investors to be comparable to us; • disputes or other developments related to proprietary rights, including patents, litigation matters, and our ability to obtain intellectual property protection for our technologies; • actions by institutional or activist stockholders; 48 Table of Contents • acquisitions may not be accretive and may cause dilution to our earnings per share; • announcement or expectation of additional financing efforts; • sales of our common stock by us or our stockholders; and • general economic and market conditions, including the impacts from sanctions against Russia and the military conflicts in Ukraine and among Israel, Iran and Lebanon, increased inflationary pressures, and interest rate changes.
These factors include those discussed in this “Risk Factors” section of this report and others such as: • geopolitical changes impacting our business and markets, including with respect to China and Taiwan and the trade war between the United States and China; • any developments related to our terminated merger with Silicon Motion; • actual or anticipated fluctuations in our financial condition and operating results; • overall conditions in the semiconductor market; • addition or loss of significant customers; • changes in laws or regulations applicable to our products, including export controls; • actual or anticipated changes in our growth rate relative to our competitors; 46 Table of Contents • announcements of technological innovations by us or our competitors; • announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, or capital commitments; • departures of, and inability to attract, qualified key personnel; • competition from existing products or new products that may emerge; • issuance of new or updated research or reports by securities analysts; • fluctuations in the valuation of companies perceived by investors to be comparable to us; • disputes or other developments related to proprietary rights, including patents, litigation matters, and our ability to obtain intellectual property protection for our technologies; • actions by institutional or activist stockholders; • acquisitions may not be accretive and may cause dilution to our earnings per share; • announcement or expectation of additional financing efforts; • repurchases of our common stock by us • sales of our common stock by us or our stockholders; and • general economic and market conditions, including the impacts from sanctions against Russia and the military conflicts in Ukraine and among Israel, Iran and Lebanon, increased inflationary pressures, and interest rate changes.
The ongoing military conflict in Israel and Gaza, and the recent escalation in Israel’s conflicts with Iran and Lebanon, have resulted in our employees located in Israel having to perform military service and/or being negatively impacted by violence or political instability, which could interrupt business and increase costs associated with relocating employees, engaging with alternative third-party contractors or hiring additional employees outside of Israel.
The military conflict in Israel and Gaza, and Israel’s conflicts with Iran and Lebanon, resulted in our employees located in Israel having to perform military service and/or being negatively impacted by violence or political instability, which could interrupt business and increase costs associated with relocating employees, engaging with alternative third-party contractors or hiring additional employees outside of Israel.
Third parties have in the past and may in the future assert against us and our customers and distributors their patent and other intellectual property rights to technologies that are important to our business. For example, we were involved in a litigation with Bell Semiconductor, which has since been settled pursuant to a Settlement and Patent License Agreement.
Third parties have in the past and may in the future assert against us and our customers and distributors their patent and other intellectual property rights to technologies that are important to our business. For example, we were involved in a litigation with Bell Semiconductor, which was settled pursuant to a Settlement and Patent License Agreement.
Our interpretations and conclusions regarding the tax incentives are not binding on 52 Table of Contents any taxing authority, and if our assumptions about tax and other laws are incorrect or if these tax incentives are substantially modified or rescinded we could suffer material adverse tax and other financial consequences, which would increase our expenses, reduce our profitability and adversely affect our cash flows.
Our interpretations and conclusions regarding the tax incentives are not binding on any taxing authority, and if our assumptions about tax and other laws are incorrect or if these tax incentives are substantially modified or rescinded, we could suffer material adverse tax and other financial consequences, which would increase our expenses, reduce our profitability and adversely affect our cash flows.
The Data Security Law is the first comprehensive data security legislation in the People’s Republic of China, or China, and aims to regulate a wide range of issues in relation to the collection, storage, processing, use, provision, transaction and publication of any kind of data.
The Data Security Law is the first comprehensive data security legislation in the People’s Republic of China, or China, and aims to 38 Table of Contents regulate a wide range of issues in relation to the collection, storage, processing, use, provision, transaction and publication of any kind of data.
Although we maintain reserves for reasonably estimable liabilities and purchase product liability insurance, if a 33 Table of Contents catastrophic product liability claim were to occur, our reserves may be inadequate to cover the uninsured portion of such claims.
Although we maintain reserves for reasonably estimable liabilities and purchase product liability insurance, if a catastrophic product liability claim were to occur, our reserves may be inadequate to cover the uninsured portion of such claims.
Our limited operating experience in new markets such as data center markets or potential markets we may enter, combined with the rapidly evolving nature of our markets in general, substantial uncertainty concerning how these markets may develop and other factors beyond our control reduces our ability to accurately forecast quarterly or annual revenue.
Our limited operating experience in new markets or potential markets we may enter, combined with the rapidly evolving nature of our markets in general, substantial uncertainty concerning how these markets may develop and other factors beyond our control reduces our ability to accurately forecast quarterly or annual revenue.
A number of our facilities and those of our contract manufacturers are located in areas with above average seismic activity and/or which have experienced more frequent, more 50 Table of Contents extreme and less predictable weather conditions.
A number of our facilities and those of our contract manufacturers are located in areas with above average seismic activity and/or which have experienced more frequent, more extreme and less predictable weather conditions.
Our customers primarily include electronics distributors, module makers, OEMs and ODMs, which incorporate our products in a wide range of electronic devices. Revenue is also generated from sales of intellectual property and consideration under intellectual property agreements. The recipients of such intellectual property are also referred to as the Company’s customers.
Our customers include electronics distributors, module makers, OEMs and ODMs, which incorporate our products in a wide range of electronic devices. Revenue has also been generated from sales of intellectual property and consideration under intellectual property agreements. The recipients of such intellectual property are also referred to as the Company’s customers.
Sales to distributors accounted for approximately 44%, 50% and 46% of our net revenue in the year ended December 31, 2024, 2023, and 2022, respectively. Upon shipment of product to these distributors, title to the inventory transfers to the distributor and the distributor is invoiced, generally with 30 to 60 day terms.
Sales to distributors accounted for approximately 37%, 44% and 50% of our net revenue in the year ended December 31, 2025, 2024, and 2023, respectively. Upon shipment of product to these distributors, title to the inventory transfers to the distributor and the distributor is invoiced, generally with 30 to 60 day terms.
Our operations and financial condition could be seriously harmed in the event of a major earthquake, fire, flooding, drought, or other natural disasters in Taiwan or the Pacific Rim region, or political unrest, war, labor strikes, work stoppages or public health crises, such as the outbreak of COVID-19, or other natural or man-made disaster in countries where our contractors’ facilities are located.
Our operations and financial condition could be seriously harmed in the event of a major earthquake, fire, flooding, drought, or other natural disasters in Taiwan or the Pacific Rim region, or political unrest, war, labor strikes, work stoppages or public health crises, or other natural or man-made disaster in countries where our contractors’ facilities are located.
We have brought claims for trade secret misappropriation, unfair competition, and breach of the parties’ non-disclosure agreement, and sought an unspecified amount of compensatory damages, punitive damages, pre-judgment and post-judgment interest, costs, expenses, and attorney fees as well as an injunction against Comcast’s use or disclosure of our trade secrets. However, our claims may not be successful.
We have brought claims for trade secret misappropriation, unfair competition, and breach of the parties’ non-disclosure agreement, and sought an unspecified amount of compensatory damages, punitive damages, pre-judgment and post-judgment interest, costs, expenses, and attorney fees as well as an injunction against Comcast’s use or disclosure of our trade secrets.
Products shipped to Asia accounted for 75% of our net revenue in the year ended December 31, 2024. In addition, as of December 31, 2024, approximately 76% of our employees are located outside of the United States. The majority of our products are manufactured, assembled and tested in Asia, and our major distributors are located in Asia.
Products shipped to Asia accounted for 82% of our net revenue in the year ended December 31, 2025. In addition, as of December 31, 2025, approximately 75% of our employees are located outside of the United States. The majority of our products are manufactured, assembled and tested in Asia, and our major distributors are located in Asia.
In recent months, there have been substantial legislative and regulatory developments on climate-related issues, including proposed, issued and implemented legislation and rule makings that would require companies to assess and/or disclose climate metrics, risks, opportunities, policies and practices.
In the past, there have been substantial legislative and regulatory developments on climate-related issues, including proposed, issued and implemented legislation and rule makings that would require companies to assess and/or disclose climate metrics, risks, opportunities, policies and practices.
The potential impact to us of these legislative and regulatory developments is uncertain at this time, although we expect that the emerging legal and regulatory requirements on climate-related issues will result in additional compliance and may require us to spend or add significant resources and divert management attention.
The potential impact to us of these legislative and regulatory developments is uncertain at this time, although we expect that emerging legal and regulatory requirements on climate-related issues, if made mandatory, would result in additional compliance and may require us to spend or add significant resources and divert management attention.
Our primary merchant semiconductor competitors include Broadcom Inc., Qualcomm Incorporated, Realtek Semiconductor Corp., Skyworks Solutions, Inc., Credo Semiconductor Inc., MediaTek, Inc., Marvell Technology Group Ltd., MACOM Technology Solutions Holdings, Inc., Texas Instruments Incorporated, Analog Devices, Inc., Renesas Electronics Corporation, Microchip Technology Inc. and Semtech Corporation.
Our primary merchant semiconductor competitors include Broadcom Inc., Qualcomm Incorporated, Realtek Semiconductor Corp., Skyworks Solutions, Inc., Credo Semiconductor Inc., MediaTek, Inc., Marvell Technology Group Ltd., MACOM Technology Solutions Holdings, Inc., Texas Instruments Incorporated, Analog Devices, Inc., Renesas Electronics Corporation, Microchip 21 Table of Contents Technology Inc. and Semtech Corporation.
The CCPA gives California residents the right to access, delete and opt out of certain sharing of their information, and imposes penalties for failure to comply. California has adopted a new law, the California Privacy Rights Act of 2020, or CPRA, that substantially 40 Table of Contents expands the CCPA and was effective as of January 1, 2023.
The CCPA gives California residents the right to access, delete and opt out of certain sharing of their information, and imposes penalties for failure to comply. California has adopted a new law, the California Privacy Rights Act of 2020 that substantially expands the CCPA and was effective as of January 1, 2023.
These factors include: • changes in political, regulatory, legal or economic conditions; • geopolitical conflicts and tensions, especially between the United States and China, that could destabilize trading relationships and economic activity; • restrictive governmental actions, such as restrictions on the transfer or repatriation of funds and foreign investments and trade protection measures, including export controls and restrictions, duties and quotas and customs duties and tariffs; • disruptions of capital and trading markets; • changes in import and/or export control restrictions and regulations by governments, such as changes to licensing requirements or other anti-diversion enforcement measures, as a result of ongoing armed conflict and geopolitical tensions among the United States, China, Russia, Ukraine, Iran, Israel, Lebanon, and other countries; • transportation delays; • civil disturbances or political instability; • other unpredictable geopolitical turmoil, including terrorism, war or political or military coups, including the current conflict in Israel and continued escalation of Israel's conflicts with Iran and Lebanon; • differing employment practices and labor standards; • limitations on our ability under local laws to protect our intellectual property; • local business and cultural factors that differ from our customary standards and practices; • nationalization and expropriation; • changes in tax laws; • public health emergencies, such as another outbreak of COVID-19 or other communicable disease; • currency fluctuations relating to our international operating activities; and • difficulty in obtaining distribution and support.
These factors include: • geopolitical conflicts and tensions, especially between the United States and China, that could destabilize trading relationships and economic activity; • restrictive governmental actions, such as restrictions on the transfer or repatriation of funds and foreign investments and trade protection measures, including export controls, sanctions, and trade restrictions, or the imposition of quotas and increased customs duties and tariffs; • disruptions of capital and trading markets; • changes in political, regulatory, legal or economic conditions; • changes in import and/or export control restrictions and regulations by governments, such as changes to licensing requirements or other anti-diversion enforcement measures, as a result of ongoing armed conflict and geopolitical tensions among the United States, China, Iran, Israel, Lebanon, Russia, Ukraine, Greenland, Denmark, and other countries; • other unpredictable geopolitical turmoil, including terrorism, war or political or military coups, including the current conflict in Israel and Gaza and escalation of Israel ’ s conflicts with Iran and Lebanon; • civil disturbances or political instability, especially in Iran; • currency fluctuations relating to our international operating activities; • transportation delays; • differing employment practices and labor standards; • limitations on our ability under local laws to protect our intellectual property; • local business and cultural factors that differ from our customary standards and practices; • nationalization and expropriation; • changes in tax laws; • public health emergencies; and • difficulty in obtaining distribution and support.
Some of our targeted customers for our high speed interconnect solutions are module makers who are vertically integrated, where we compete with internally 21 Table of Contents supplied components, and we compete with much larger analog and mixed-signal catalog competitors in the multi-market high-performance analog markets.
Some of our targeted customers for our optical interconnect solutions are module makers who are vertically integrated, where we compete with internally supplied components, and we compete with much larger analog and mixed-signal catalog competitors in the multi-market high-performance analog markets.
Since October 2022, the United States has announced export control restrictions on a number of entities based in China due to national security and human rights concerns and additional more severe restrictions may be possible. The addition of new entities to restricted party lists can further increase the scope of export restrictions applicable to our business.
Since October 2022, the United States has continued to announce export control restrictions on an increasing number of entities based in China due to national security and human rights concerns and additional more severe restrictions may be possible. The addition of new entities to restricted party lists can further increase the scope of export restrictions applicable to our business.
If we are unable to protect our trademarks in certain 44 Table of Contents jurisdictions, we may experience difficulties in achieving and maintaining brand recognition and customer loyalty in such jurisdictions. We face risks related to security vulnerabilities in our products.
If we are unable to protect our trademarks in certain jurisdictions, we may experience difficulties in achieving and maintaining brand recognition and customer loyalty in such jurisdictions. We face risks related to security vulnerabilities in our products.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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In addition, our executives and IT management and representatives from the Cybersecurity Committee provide annual briefings to the Board on cybersecurity risks, related mitigation, and other related responses and activities. Breaches The Company has not experienced any material cybersecurity breach in the years ended December 31, 2024, 2023 and 2022.
In addition, our executives and IT management and representatives from the Cybersecurity Committee provide annual briefings to the Board on cybersecurity risks, related mitigation, and other related responses and activities. Breaches The Company has not experienced any material cybersecurity breach in the years ended December 31, 2025, 2024 and 2023.
The Company also has not incurred any net expenses from penalties and/or settlements from any material cybersecurity breaches during the years ended December 31, 2024, 2023 and 2022. 54 Table of Contents
The Company also has not incurred any net expenses from penalties and/or settlements from any material cybersecurity breaches during the years ended December 31, 2025, 2024 and 2023.
This system is integrated with our Incident Response Plan, or IRP, which provides a process for responding to different types of cybersecurity incidents and designates responsibilities and actions to be taken in responding to such incidents. The IRP aims to eradicate problems as quickly as possible, while gathering actionable intelligence, restoring business functions, improving detection, and preventing reoccurrence.
This system is integrated with our Incident Response Plan, or IRP, which provides a process for responding to different types of cybersecurity incidents and designates responsibilities and actions to be taken in responding to such incidents.
It includes guidelines for determining incident type, severity, roles and responsibilities, and escalation points. Furthermore, we perform regular third-party security penetration testing and cyber tabletop exercises with key stakeholders to simulate responding to a hypothetical cybersecurity incident. We contract with third-party security monitoring services, performing active, automated searches of indexed darknet databases.
Furthermore, we perform regular third-party security penetration testing and cyber tabletop exercises with key stakeholders to simulate responding to a hypothetical cybersecurity incident. We contract with third-party security monitoring services, performing active, automated searches of indexed darknet databases. Additionally, we perform quarterly vulnerability scans against our network infrastructure and systems exposed to the Internet.
As part of our overall risk management program, we regularly provide required training to employees at all levels and in all departments on cybersecurity. 53 Table of Contents Our Cyber Security Operations Control center integrates feeds from all key areas of our infrastructure (email, network, endpoint, identity, firewall) into a centralized security information event management, or SIEM, system.
Our Cyber Security Operations Control center integrates feeds from all key areas of our infrastructure (email, network, endpoint, identity, firewall) into a centralized security information event management, or SIEM, system.
These metrics are systematically tracked and reported to the board on a quarterly basis.
These metrics are systematically tracked and reported to the board on a quarterly basis. As part of our overall risk management program, we regularly provide required training to employees at all levels and in all departments on cybersecurity.
Additionally, we perform quarterly vulnerability scans against our network infrastructure and systems exposed to the Internet. The Company also participates in a cybersecurity risk insurance policy.
The Company also participates in a cybersecurity risk insurance policy.
Added
The IRP aims to eradicate 52 Table of Contents problems as quickly as possible, while gathering actionable intelligence, restoring business functions, improving detection, and preventing reoccurrence. It includes guidelines for determining incident type, severity, roles and responsibilities, and escalation points.

Item 2. Properties

Properties — owned and leased real estate

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In addition to our principal office spaces in Carlsbad, we have active leased facilities in Irvine, California; San Jose, California; Burnaby, Canada; Bangalore and Chennai, India; Singapore; Taipei and Hsinchu, Taiwan; Shenzhen, Shanghai, China; Seoul, South Korea; Tokyo, Japan; Paterna, Spain; Munich, Germany; and in Petah Tikva, Israel. 55 Table of Contents
In addition to our principal office spaces in Carlsbad, we have active leased facilities in Irvine, California; San Jose, California; Bangalore India; Singapore; Taipei and Hsinchu, 53 Table of Contents Taiwan; Shenzhen, Shanghai, China; Seoul, South Korea; Tokyo, Japan; Paterna, Spain; Munich, Germany; and in Petah Tikva, Israel.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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The eight counterclaims are (1) breach of contract, (2) fraud and negligent misrepresentation, (3) fraud arising from a civil conspiracy, (4) quasi-contract for restitution/unjust enrichment, (5) combination in restraint of trade, (6) violation of the Cartwright Act (by Dish California only), (7) patent misuse, and (8) violation of Cal. Bus. & Prof. Code § 17200 et seq.
The eight counterclaims were (1) breach of contract, (2) fraud and negligent misrepresentation, (3) fraud arising from a civil conspiracy, (4) quasi-contract for restitution/unjust enrichment, (5) combination in restraint of trade, (6) violation of the Cartwright Act (by Dish California only), (7) patent misuse, and (8) violation of Cal. Bus. & Prof. Code § 17200 et seq.
The case was dismissed without prejudice. On September 18, 2024, the plaintiffs filed an Amended Consolidated Complaint, or the Amended Complaint. The Amended Complaint includes the same two claims as alleged in the Consolidated Complaint and makes similar factual allegations against the MaxLinear defendants, but adds Silicon Motion and certain of its officers as additional defendants.
The case was dismissed without prejudice. On September 18, 2024, the plaintiffs filed an Amended Consolidated Complaint, or the Amended Complaint. The Amended Complaint includes the same two claims as alleged in the Consolidated Complaint and makes similar factual allegations against the MaxLinear defendants, but added Silicon Motion and certain of its officers as additional defendants.
As of December 31, 2024, no material loss contingencies have been accrued for litigation and other legal claims in our consolidated financial statements, since our management currently does not believe that the ultimate outcome of any of the matters described above is probable.
As of December 31, 2025, no material loss contingencies have been accrued for litigation and other legal claims in our consolidated financial statements, since our management currently does not believe that the ultimate outcome of any of the matters described above is probable.
On September 23, 2024, Comcast filed amended claims for declaratory judgment, indemnification, and breach of the implied covenant of good faith and fair dealing, and on October 14, 2024, MaxLinear amended and refiled its trade secret and related claims. MaxLinear intends to continue to vigorously defend its position.
On September 23, 2024, Comcast filed amended claims for declaratory judgment, indemnification, and breach of the implied covenant of good faith and fair dealing, and on October 14, 2024, MaxLinear amended and refiled its trade secret and related claims. MaxLinear intends to continue to vigorously prosecute its claim and defend its position.
Cox amended its counterclaims on January 9, 2024 and is asserting claims of breach of contract, unjust enrichment, and declaratory judgment against MaxLinear. Cox seeks an unspecified amount of compensatory damages, equitable relief, attorneys’ fees, expenses, and costs. MaxLinear moved to dismiss Cox’s amended counterclaims on February 6, 2024.
Cox amended its counterclaims on January 9, 2024 asserted claims of breach of contract, unjust enrichment, and declaratory judgment against MaxLinear. Cox seeks an unspecified amount of compensatory damages, equitable relief, attorneys’ fees, expenses, and costs. MaxLinear moved to dismiss Cox’s amended counterclaims on February 6, 2024.
On October 5, 2023, Silicon Motion filed a Notice of Arbitration with the Singapore International Arbitration Centre alleging that MaxLinear breached the Merger Agreement. Silicon Motion seeks payment of the termination fee, additional damages, fees, and costs. The arbitration will be confidential. MaxLinear believes that it properly terminated the Merger Agreement.
On October 5, 2023, Silicon Motion filed a Notice of Arbitration with the Singapore International Arbitration Centre alleging that MaxLinear breached the Merger Agreement. Silicon Motion seeks payment of the termination fee, additional damages, fees, and costs. The arbitration is confidential. MaxLinear believes that it properly terminated the Merger Agreement.
MaxLinear intends to continue to vigorously defend its position. * * * The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
MaxLinear intends to vigorously defend its position against these counterclaims. * * * The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
On June 13, 2024, HBK Master Fund L.P. and HBK Merger Strategies Master Fund L.P., stockholders of Silicon Motion (the “HBK Plaintiffs”), filed an additional complaint in the United States District Court for the Southern District of California captioned HBK Master Fund L.P. v. MaxLinear, Inc., No. 24-cv-01033 (S.D.
On June 13, 2024, HBK Master Fund L.P. and HBK Merger Strategies Master Fund L.P., stockholders of Silicon Motion, or collectively, the HBK Plaintiffs, filed an additional complaint in the United States District Court for the Southern District of California captioned HBK Master Fund L.P. v. MaxLinear, Inc., No. 24-cv-01033 (S.D.
The complaint seeks compensatory damages, including interest, costs and expenses, punitive damages, and such other equitable or injunctive relief that the court deems appropriate. On January 2, 2025, the court granted the defendants a motion to dismiss holding that the plaintiffs lacked standing to sue MaxLinear and its officers. The case was dismissed without prejudice.
The complaint seeks compensatory damages, including interest, costs and expenses, punitive damages, and such other equitable or injunctive relief that the court deems appropriate. On January 2, 2025, the court granted the defendants a motion to dismiss holding that the plaintiffs lacked standing to sue MaxLinear and its officers.
Regardless of the outcome, litigation and claims can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors.
Results of litigation and claims are inherently unpredictable. Regardless of the outcome, litigation and claims can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors.
On January 17, 2025, the HBK Plaintiffs filed an amended complaint, including the same two claims as alleged previously with similar factual allegations. The amended complaint seeks compensatory damages, including interest, costs and expenses, punitive damages, and such other relief that the court deems appropriate.
The case was dismissed without prejudice. 54 Table of Contents On January 17, 2025, the HBK Plaintiffs filed an amended complaint, including the same two claims as alleged previously with similar factual allegations. The amended complaint seeks compensatory damages, including interest, costs and expenses, punitive damages, and such other relief that the court deems appropriate.
On September 21, 2023, Dish Network California Service Corporation, or Dish California, filed four counterclaims against MaxLinear. The four claims are declaratory judgment, breach of contract, fraud and negligent misrepresentation, and civil conspiracy. On January 31, 2024, the Dish defendants, together with DISH Technologies L.L.C., or collectively, Dish, filed eight counterclaims (amended counterclaims for Dish California) against MaxLinear.
The four claims are declaratory judgment, breach of contract, fraud and negligent misrepresentation, and civil conspiracy. 55 Table of Contents On January 31, 2024, the Dish defendants, together with DISH Technologies L.L.C., or collectively, Dish, filed eight counterclaims (amended counterclaims for Dish California) against MaxLinear.
In the first action, Cox alleges that when MaxLinear assigned certain patents to Entropic, MaxLinear violated its obligations under MoCA’s IPR Policy by assigning these patents and by allegedly failing to ensure that Cox would be offered a 57 Table of Contents FRAND license for these patents.
On October 6, 2023, Cox filed counterclaims against MaxLinear in each of the two actions. In the first action, Cox alleges that when MaxLinear assigned certain patents to Entropic, MaxLinear violated its obligations under MoCA’s IPR Policy by assigning these patents and by allegedly failing to ensure that Cox would be offered a FRAND license for these patents.
Cox Litigations On February 10, 2023, Entropic sued Cox Communications, Inc., CoxCom, LLC, and Cox Communications California, LLC, or together, Cox, in two separate actions in the United States District Court for the Central District of California. On October 6, 2023, Cox filed counterclaims against MaxLinear in each of the two actions.
Code § 17200 et seq. MaxLinear intends to continue to vigorously defend its position against Dish’s remaining two counterclaims. Cox Litigations On February 10, 2023, Entropic sued Cox Communications, Inc., CoxCom, LLC, and Cox Communications California, LLC, or together, Cox, in two separate actions in the United States District Court for the Central District of California.
An unfavorable outcome of these matters may be reasonably possible in excess of recorded amounts; however, a reasonable estimate of the amount or range of such loss cannot be made at this time.
An unfavorable outcome of these matters may be reasonably possible in excess of recorded amounts; however, a reasonable estimate of the amount or range of such loss cannot be made at this time. 56 Table of Contents Other Matters From time to time, we are subject to threats of litigation or actual litigation in the ordinary course of business as described above, some of which may be material.
Cox alleges that MaxLinear granted CableLabs a non-exclusive, royalty-free license to all patents essential for compliance with DOCSIS specifications. It further alleges that MaxLinear breached this agreement when MaxLinear assigned certain patents to Entropic. Cox amended its counterclaims on January 9, 2024 and is asserting claims for breach of contract, unjust enrichment, and declaratory judgment.
It further alleges that MaxLinear breached this agreement when MaxLinear assigned certain patents to Entropic. Cox amended its counterclaims on January 9, 2024 and is asserting claims for breach of contract, unjust enrichment, and declaratory judgment. Cox seeks an unspecified amount of compensatory damages, equitable relief, attorneys’ fees, expenses, and costs.
Dish seeks an unspecified amount of compensatory damages, disgorgement, attorneys’ fees, experts’ fees, and costs. On February 21, 2024, MaxLinear moved to dismiss the Dish defendants’ counterclaim.
Dish seeks an unspecified amount of compensatory damages, disgorgement, attorneys’ fees, experts’ fees, and costs.
MaxLinear intends to continue to vigorously defend its position. 56 Table of Contents Comcast Litigation On December 1, 2023, MaxLinear filed claims against Comcast Management, LLC and Comcast Cable Communications, LLC (together, “Comcast”) in the United States District Court for the Southern District of New York.
This matter is stayed pending resolution of the Silicon Motion stockholder lawsuits referenced above. Comcast Litigation On December 1, 2023, MaxLinear filed claims against Comcast Management, LLC and Comcast Cable Communications, LLC, or together, Comcast, in the United States District Court for the Southern District of New York.
On April 22, 2024, a Special Master issued a report and recommendation, or the R&R, which recommended granting the motion to dismiss with prejudice as to the following counterclaims: (1) quasi-contract for restitution/unjust enrichment, (2) combination in restraint of trade, (3) violation of the Cartwright Act, (4) patent misuse, and (5) violation of Cal. Bus. & Prof. Code § 17200.
On February 14, 2025, the court dismissed with prejudice six of the eight counterclaims against MaxLinear, as follows: (1) fraud arising from a civil conspiracy, (2) quasi-contract for restitution/unjust enrichment, (3) combination in restraint of trade, (4) violation of the Cartwright Act (by Dish California only), (5) patent misuse, and (6) violation of Cal. Bus. & Prof.
Removed
The Amended Complaint seeks compensatory damages, including interest, costs and expenses and such other relief that the court deems appropriate. On November 25, 2024, the MaxLinear defendants filed a motion to dismiss the Amended Complaint. MaxLinear intends to continue to vigorously defend its position.
Added
On July 15, 2025, the court dismissed the Amended Complaint, “with prejudice”. The plaintiffs cannot amend the Amended Complaint. On August 8, 2025, the plaintiffs filed a Notice of Appeal to the United States Court of Appeals for the Ninth Circuit.
Removed
MaxLinear submitted objections to the R&R as to the remaining claims that were not dismissed. Dish submitted objections to the R&R’s recommended dismissal of the quasi-contract for restitution/unjust enrichment counterclaim. The court has not yet issued any ruling regarding the R&R or MaxLinear’s pending motion to dismiss. On July 30, 2024, this case was stayed until September 17, 2024.
Added
On November 6, 2025, the plaintiffs filed their opening brief with the Court of Appeals, and on January 22, 2026, MaxLinear filed its answering brief with the Court of Appeals.
Removed
There was a motion to stay this case pending resolution of Inter Partes Review (“IPR”). MaxLinear intends to continue to vigorously defend its position.
Added
On February 18, 2025, the MaxLinear defendants filed a motion to dismiss this amended complaint. On September 17, 2025, the court dismissed all but one claim under the plaintiffs amended complaint. MaxLinear intends to continue to vigorously defend its position. MaxLinear Stockholder Litigation On February 12, 2025, the plaintiff, Joshua M.
Removed
On April 22, 2024, a Special Master issued the R&R, which recommended granting the motion to dismiss with prejudice as to the unjust enrichment counterclaim but denying the motion as to the breach of contract and declaratory judgment counterclaims. MaxLinear submitted objections to the R&R’s denial-in-part.
Added
Steffens, brought a shareholder derivative action on behalf of MaxLinear in the United States District Court for the Southern District of California, against current and former members of MaxLinear's Board of Directors and certain of its executive officers. The complaint alleges breach of fiduciary duties and violation of federal securities laws.
Removed
Cox submitted objections to the R&R as to the unjust enrichment counterclaim and as to certain findings related to the breach of contract counterclaim. The court has not yet issued any ruling regarding the R&R or MaxLinear’s pending motion to dismiss. In the second action, in response to Entropic suing Cox for patent infringement, Cox filed counterclaims against MaxLinear.
Added
This is a follow-on derivative lawsuit alleging that the defendants concealed their intention to terminate the merger with Silicon Motion, leading to the filing of the Silicon Motion stockholder lawsuits referenced above, thereby causing harm to MaxLinear.
Removed
Cox seeks an unspecified amount of compensatory damages, equitable relief, attorneys’ fees, expenses, and costs. MaxLinear moved to dismiss Cox’s amended counterclaims on February 6, 2024. On April 22, 2024, a Special Master issued the R&R, which recommended dismissing all Cox counterclaims with prejudice. Cox submitted objections to the R&R as to the unjust enrichment counterclaim.
Added
The complaint seeks money damages, directing the individual defendants to account for all damages caused by them and all profits, special benefits and unjust enrichment they have obtained as a result of their unlawful conduct, including all salaries, bonuses, fees, stock award, options and common stock sale proceeds, and imposing a constructive trust thereon, punitive damages, costs and expenses, and such other relief that the court deems appropriate.
Removed
The court has not yet issued any ruling regarding the R&R or MaxLinear’s pending motion to dismiss. On July 30, 2024, these cases were stayed until September 17, 2024. There was a motion to stay pending resolution of IPR.
Added
On September 21, 2023, Dish Network California Service Corporation, or Dish California, filed four counterclaims against MaxLinear.
Removed
Other Matters From time to time, we are subject to threats of litigation or actual litigation in the ordinary course of business as described above, some of which may be material. Results of litigation and claims are inherently unpredictable.
Added
On February 14, 2025, the court dismissed with prejudice the unjust enrichment counterclaim against MaxLinear. In the second action, in response to Entropic suing Cox for patent infringement, Cox filed counterclaims against MaxLinear. Cox alleges that MaxLinear granted CableLabs a non-exclusive, royalty-free license to all patents essential for compliance with DOCSIS specifications.
Added
MaxLinear moved to dismiss Cox’s amended counterclaims on February 6, 2024. On February 14, 2025, the court dismissed with prejudice all the counterclaims against MaxLinear in this matter. MaxLinear intends to continue to vigorously defend its position against Cox’s remaining two counterclaims.
Added
DIRECTV Litigation On November 7, 2023, Entropic filed an amended complaint against DIRECTV, LLC, AT&T, Inc., AT&T Services, Inc., and AT&T Communications, LLC, in the Central District of California, for infringement of twelve patents. DIRECTV, LLC, or DIRECTV, filed its answer to the amended complaint on March 28, 2025. DIRECTV’s answer asserted five counterclaims against MaxLinear.
Added
The counterclaims against MaxLinear include two separate breach of contract claims, failure to negotiate in good faith, and declaratory judgment that MaxLinear’s transfer of patents to Entropic was void.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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The graph assumes an investment of $100 on December 31, 2019, and the reinvestment of any dividends. The comparisons in the graph below are required by the Securities and Exchange Commission and are not intended to forecast or be indicative of possible future performance of our common stock. 59 Table of Contents Recent Sales of Unregistered Securities None.
The graph assumes an investment of $100 on December 31, 2020, and the reinvestment of any dividends. The comparisons in the graph below are required by the Securities and Exchange Commission and are not intended to forecast or be indicative of possible future performance of our common stock. 58 Table of Contents Recent Sales of Unregistered Securities None.
We believe we have approximately 32,000 beneficial holders of our common stock. Dividend Policy We have never declared or paid cash dividends on our common stock.
We believe we have approximately 34,000 beneficial holders of our common stock. Dividend Policy We have never declared or paid cash dividends on our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Holders Our common stock is traded on the Nasdaq Stock Market LLC, or the Nasdaq, under the symbol MXL. According to our transfer agent, as of January 22, 2025, there were 52 record holders of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Holders Our common stock is traded on the Nasdaq Stock Market LLC, or the Nasdaq, under the symbol MXL. According to our transfer agent, as of January 22, 2026, there were 45 record holders of our common stock.
The graph below compares the cumulative total stockholder return on our common stock with the cumulative total return on The Nasdaq Composite Index, The NYSE Composite Index and The Philadelphia Semiconductor Index. The period shown commences on December 31, 2019 and ends on December 31, 2024, the end of our last fiscal year.
The graph below compares the cumulative total stockholder return on our common stock with the cumulative total return on The Nasdaq Composite Index, The NYSE Composite Index and The Philadelphia Semiconductor Index. The period shown commences on December 31, 2020 and ends on December 31, 2025, the end of our last fiscal year.
Removed
Recent Repurchases of Equity Securities None. ITEM 6. [RESERVED]
Added
Recent Repurchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program (1) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program (1) Fiscal 2025 November 24, 2025 through November 30, 2025 154,015 $ 15.55 154,015 $ 72,605,814 December 1, 2025 through December 31, 2025 989,876 $ 17.76 989,876 $ 55,025,875 Total 1,143,891 1,143,891 ______________________ (1) On November 24, 2025, the Company publicly announced that its Board of Directors authorized a plan to repurchase up to $75.0 million of the Company’s common stock over a period ending November 20, 2028.
Added
The amount and timing of repurchases are subject to a variety of factors including liquidity, share price, market conditions, and legal requirements. Any purchases will be funded from available working capital and may be effected through open market purchases, block transactions, and privately negotiated transactions.
Added
The stock repurchase program does not obligate the Company to make any repurchases and may be modified, suspended, or terminated by the Company at any time without prior notice. ITEM 6. [RESERVED]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Restructuring charges for the year ended December 31, 2024 included $28.9 million in employee severance-related charges, $17.2 million in charges under contracts associated with cancelled projects and related impairment of assets, and $7.2 million in charges related to reduction of space leased for office facilities.
Restructuring charges in the year ended December 31, 2024 included $28.9 million in employee severance-related charges and $17.2 million in charges under contracts associated with cancelled projects and related impairment of assets, and $7.2 million in charges related to reduction of space leased for office facilities.
Research and development expense includes personnel-related expenses, including 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 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.
In the year ended December 31, 2024, one customer accounted for 12% of our net revenue, and our ten largest customers collectively accounted for 60% of our net revenue, of which distributor customers accounted for 30% of our net revenue.
In the year ended December 31, 2024, one customer accounted for 12% of our net revenue, and our ten largest customers collectively accounted for 60% of our net revenue, of which distributor customers comprised 30% of our net revenue.
In the year ended December 31, 2023, one of our customers accounted for 10% of our net revenue, and our ten largest customers collectively accounted for 54% of our net revenue, of which distributor customers comprised 18% of our net revenue.
In the year ended December 31, 2023, one customer accounted for 10% of our net revenue, and our ten largest customers collectively accounted for 54% of our net revenue, of which distributor customers comprised 18% of our net revenue.
As of December 31, 2024, $125.0 million of principal was outstanding under a senior secured term B loan facility, or the “Initial Term Loan under the June 23, 2021 Credit Agreement.” The Company also has available, subject to the terms and conditions of the agreement, a senior secured revolving credit facility in an aggregate principal amount of up to $100.0 million, which remained undrawn as of December 31, 2024.
As of December 31, 2025, $125.0 million of principal was outstanding under a senior secured term B loan facility, or the “Initial Term Loan under the June 23, 2021 Credit Agreement.” The Company also has available, subject to the terms and conditions of the agreement, a senior secured revolving credit facility in an aggregate principal amount of up to $100.0 million, which remained undrawn as of December 31, 2025.
Please refer to the Risk Factor entitled “ As of December 31, 2024, 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.
Please refer to the Risk Factor entitled “ As of December 31, 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.
During the year ended December 31, 2022, we did not record any material adjustments to the valuation of such assets. Income Taxes Estimates in our assessment of realizability of deferred tax assets that involve a significant level of estimation uncertainty and management judgment include projected future taxable income.
During the year ended December 31, 2025, we did not record any material adjustments to the valuation of such assets. Income Taxes Estimates in our assessment of realizability of deferred tax assets that involve a significant level of estimation uncertainty and management judgment include projected future taxable income.
For example, revenue generated from sales of our products during the years ended December 31, 2024, 2023 and 2022 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.
For example, revenue generated from sales of our products during the years ended December 31, 2025, 2024 and 2023 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.
As of December 31, 2024, 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 December 31, 2024.
As of December 31, 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 December 31, 2025.
Our consolidated balance sheet at December 31, 2024 included in other long-term liabilities $4.4 million 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.
Our consolidated balance sheet at December 31, 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.
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 LIBOR rate (as calculated above) plus an applicable margin of 1.00%.
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%.
During the year ended December 31, 2022, we did not record any material adjustments to the valuation of such assets, goodwill, or subsequent period adjustments to the consolidated statements of operations associated with our other business combinations.
During the year ended December 31, 2025, we did not record any material adjustments to the valuation of such assets, goodwill, or subsequent period adjustments to the consolidated statements of operations associated with our other business combinations.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on January 31, 2024, which discussion is incorporated herein by reference and which is available free of charge on the SEC’s website at www.sec.gov. Net Revenue.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on January 29, 2025, which discussion is incorporated herein by reference and which is available free of charge on the SEC’s website at www.sec.gov. Net Revenue.
Net revenue is generated from sales of radio-frequency, analog, digital, and mixed-signal integrated circuits for access and connectivity, wired and wireless infrastructure, and industrial and multi-market applications, as well as patent and intellectual property licenses. A significant portion of our sales are to distributors, who then resell our products. 63 Table of Contents Cost of Net Revenue.
Net revenue is generated from sales of radio-frequency, analog, digital, and mixed-signal integrated circuits for access and connectivity, wired and wireless infrastructure, and industrial and multi-market applications, as well as patent and intellectual property licenses. A significant portion of our sales are to distributors, who then resell our products. Cost of Net Revenue.
We have not experienced any losses on our deposits of cash and cash equivalents. Our primary uses of cash are to fund operating expenses and purchases of inventory, property and equipment, and from time to time, the acquisition of businesses. In May 2022, we entered into the Merger Agreement to acquire Silicon Motion.
We have not experienced any losses on our deposits of cash and cash equivalents. Our primary uses of cash are to fund operating expenses and purchases of inventory, property and equipment, and from time to time, the acquisition of businesses and repurchase of our common stock. In May 2022, we entered into the Merger Agreement to acquire Silicon Motion.
Cash paid to satisfy minimum tax 69 Table of Contents withholdings on behalf of employees for restricted stock units and cash proceeds from issuance of common stock and debt and cash used to pay down outstanding debt, if any, are included in financing activities in our consolidated statements of cash flows.
Cash paid to satisfy minimum tax withholdings on behalf of employees for restricted stock units and cash proceeds from issuance of common stock and debt and cash used to pay down outstanding debt, if any, are included in financing activities in our consolidated statements of cash flows.
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 68 Table of Contents compliance related to that incentive period. We currently believe that we will be able to satisfy these conditions without material risk.
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.
However, on July 26, 2023, we terminated the Merger Agreement and were relieved of our obligations to close. From time to time, we may also use cash to pay down outstanding debt and/or make investments.
However, on July 26, 2023, we terminated the Merger Agreement and were relieved of our obligations to close. 67 Table of Contents From time to time, we may also use cash to pay down outstanding debt and/or make investments.
The amortization and depreciation of such assets, and change in fair value of contingent consideration, impact our consolidated financial results in periods subsequent to the acquisition, and such amounts are disclosed in our consolidated financial statements.
The amortization and depreciation of such assets, and 61 Table of Contents change in fair value of contingent consideration, impact our consolidated financial results in periods subsequent to the acquisition, and such amounts are disclosed in our consolidated financial statements.
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. Selling, General and Administrative.
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.
Following delivery of financial statements for the Company’s fiscal quarter ending June 30, 2021, the applicable margin for loans under the Revolving Facility will range from 0.00% to 0.75% in the case of base rate loans and 1.00% to 1.75% in the case of LIBOR rate loans, in each case, depending on the Company’s secured net leverage ratio as of the most recently ended fiscal quarter.
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 Initial Term Loan under the June 23, 2021 Credit Agreement has a seven-year term expiring in June 2028 and 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 LIBOR rate determined on the basis of a one-month interest period plus 1.00%, in each case, plus an applicable margin 70 Table of Contents of 1.25% or (ii) an adjusted LIBOR rate, subject to a floor of 0.50%, plus an applicable margin of 2.25%.
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%.
Income tax provision. We make certain estimates and judgments in determining income taxes for financial statement purposes.
We make certain estimates and judgments in determining income taxes for financial statement purposes.
In the year ended December 31, 2024, net revenue was $360.5 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, and from revenue from intellectual property sale agreements.
In addition, we generate revenue from certain intellectual property sale agreements. 59 Table of Contents In the year ended December 31, 2025, net revenue was $467.6 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.
On July 26, 2023, we terminated the Merger Agreement and notified Silicon Motion that we were relieved of our obligations to close because, among other reasons, (i) certain conditions to closing set forth in the Merger Agreement were not satisfied and were incapable of being satisfied, (ii) Silicon Motion had suffered a Material Adverse Effect that was continuing, (iii) Silicon Motion was in material breach of representations, warranties, covenants, and agreements in the Merger Agreement that gave rise to the right of the Company to terminate, and (iv) in any event, the First Extended Outside Date had passed and was not automatically extended because certain conditions in Article 6 of the Merger Agreement were not satisfied or waived as of May 5, 2023.
Silicon Motion is a provider of NAND flash controllers for solid state drives and other solid state storage devices. 60 Table of Contents On July 26, 2023, we terminated the Merger Agreement and notified Silicon Motion that we were relieved of our obligations to close because, among other reasons, (i) certain conditions to closing set forth in the Merger Agreement were not satisfied and were incapable of being satisfied, (ii) Silicon Motion had suffered a Material Adverse Effect that was continuing, (iii) Silicon Motion was in material breach of representations, warranties, covenants, and agreements in the Merger Agreement that gave rise to the right of the Company to terminate, and (iv) in any event, the First Extended Outside Date had passed and was not automatically extended because certain conditions in Article 6 of the Merger Agreement were not satisfied or waived as of May 5, 2023.
Recently Adopted Accounting Pronouncements See Note 1 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for recently adopted accounting pronouncements as of the date of this report, if any.
Recently Adopted Accounting Pronouncements See Note 1 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for recently adopted accounting pronouncements as of the date of this report, if any. 62 Table of Contents Recently Issued Accounting Pronouncements See Note 1 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for recently issued accounting pronouncements not yet adopted as of the date of this report, if any.
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.
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.
Impairment Losses Year Ended December 31, 2024 2023 $ Change % Change (dollars in thousands) Impairment losses $ 1,237 $ 2,438 $ (1,201) (49)% % of net revenue — % — % Impairment losses in the year ended December 31, 2024 related to abandonment of certain intellectual property licenses.
Impairment Losses Year Ended December 31, 2025 2024 $ Change % Change (dollars in thousands) Impairment losses $ — $ 1,237 $ (1,237) (100)% % of net revenue — % — % Impairment losses in the year ended December 31, 2024 related to abandonment of certain intellectual property licenses.
A discussion of changes in our results of operations during the year ended December 31, 2023 compared to the year ended December 31, 2022 has been omitted from this Annual Report on Form 10-K, but may be found in “Item 7.
Results of Operations The following describes the line items set forth in our consolidated statements of operations. A discussion of changes in our results of operations during the year ended December 31, 2024 compared to the year ended December 31, 2023 has been omitted from this Annual Report on Form 10-K, but may be found in “Item 7.
A significant portion of our net revenue has historically been generated by a limited number of customers through sales of our products, as well as consideration under intellectual property sale agreements. Sales of products to customers comprise both direct sales to customers and indirect sales through distributors.
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.
Other than our estimates of sell-through activity and customer return rates, there are no assumptions inherent in our estimates in the valuation of price adjustments and returns that would result in 62 Table of Contents sensitivity of reported amounts to such assumptions.
Other than our estimates of sell-through activity and customer return rates, there are no assumptions inherent in our estimates in the valuation of price adjustments and returns that would result in sensitivity of reported amounts to such assumptions. Refer to Note 7 to our consolidated financial statements for adjustments to such estimates.
The following is a summary of our working capital, cash and cash equivalents, and restricted cash for the periods indicated: December 31, 2024 2023 (in thousands) Working capital $ 141,158 $ 265,896 Cash and cash equivalents $ 118,575 $ 187,288 Short-term restricted cash 1,003 1,051 Long-term restricted cash 25 17 Total cash, cash equivalents, and restricted cash $ 119,603 $ 188,356 We believe that our $118.6 million of cash and cash equivalents at December 31, 2024 will be sufficient to fund our projected operating requirements for at least the next twelve months.
The following is a summary of our working capital, cash and cash equivalents, and restricted cash for the periods indicated: December 31, 2025 2024 (in thousands) Working capital $ 62,821 $ 141,158 Cash and cash equivalents $ 72,806 $ 118,575 Short-term restricted cash 1,419 1,003 Long-term restricted cash 27,187 25 Total cash, cash equivalents, and restricted cash $ 101,412 $ 119,603 We believe that our $101.4 million of cash, cash equivalents, and restricted cash at December 31, 2025 will be sufficient to fund our projected operating requirements for at least the next twelve months.
Net cash used in financing activities was $26.4 million for the year ended December 31, 2023. 71 Table of Contents Warranties and Indemnifications In connection with the sale of products in the ordinary course of business, we often make representations affirming, among other things, that our products do not infringe on the intellectual property rights of others, and agree to indemnify customers against third-party claims for such infringement.
Warranties and Indemnifications In connection with the sale of products in the ordinary course of business, we often make representations affirming, among other things, that our products do not infringe on the intellectual property rights of others, and agree to indemnify customers against third-party claims for such infringement.
The difference between our effective tax rate and the 21.0% U.S. federal statutory rate for the year ended December 31, 2023 resulted primarily from the mix of pre-tax income among jurisdictions, permanent tax items including tax credits and a tax on global intangible low-taxed income, stock based compensation, excess tax benefits related to stock-based compensation, and release of uncertain tax positions under ASC 740-10.
The difference between our effective tax rate and the 21.0% U.S. federal statutory rate for the year ended December 31, 2025 primarily related to the mix of pre-tax income among jurisdictions and impact of the valuation allowance on Singapore deferred tax assets, permanent tax items including tax credits, stock based compensation, tax deficiencies related to stock-based compensation, and the release of uncertain tax positions under ASC 740-10.
In the year ended December 31, 2022, two of our direct customers accounted for 31% of our net revenue, and our ten largest customers collectively accounted for 65% of our net revenue, of which distributor customers comprised 27% of our net revenue.
In the year ended December 31, 2025, two customers accounted for 28% of our net revenue, and our ten largest customers collectively accounted for 65% of our net revenue, of which distributor customers accounted for less than 10% of our net revenue.
Liquidity and Capital Resources As of December 31, 2024, we had cash and cash equivalents of $118.6 million, restricted cash of $1.0 million and net accounts receivable of $85.5 million. Additionally, as of December 31, 2024, our working capital, which we define as current assets less current liabilities, was $141.2 million.
Liquidity and Capital Resources As of December 31, 2025, we had cash and cash equivalents of $72.8 million, restricted cash of $28.6 million and net accounts receivable of $46.1 million. Additionally, as of December 31, 2025, our working capital, which we define as current assets less current liabilities, was $62.8 million.
See Part I, Item 3 (Legal Proceedings) of this report for more information on legal proceedings related to the termination of the Merger Agreement. 61 Table of Contents The second amended and restated commitment letter dated October 24, 2022 with Wells Fargo Bank, N.A., or Wells Fargo Bank, and other lenders, and related financing commitments for the previously pending (now terminated) merger were also terminated upon termination of the Merger Agreement.
The second amended and restated commitment letter dated October 24, 2022 with Wells Fargo Bank, N.A., or Wells Fargo Bank, and other lenders, and related financing commitments for the previously pending (now terminated) merger were also terminated upon termination of the Merger Agreement.
We are a fabless integrated circuit design company whose products integrate all or substantial portions of a high-speed communication system, including RF, high-performance analog, mixed-signal, digital signal processing, security engines, data compression and networking layers, and power management. In most cases, these products are designed on a single silicon-die, using standard digital CMOS manufacturing processes and conventional packaging technologies.
We are a fabless integrated circuit design company whose products integrate all or substantial portions of a high-speed communication system, including RF, high-performance analog, mixed-signal, digital signal processing, security engines, data compression and networking layers, and power management.
Research and Development Year Ended December 31, 2024 2023 $ Change % Change (dollars in thousands) Research and development $ 225,189 $ 269,504 $ (44,315) (16) % % of net revenue 62 % 39 % Research and development, or R&D, expense decreased $44.3 million to $225.2 million for the year ended December 31, 2024 from $269.5 million in the year ended December 31, 2023.
Research and Development Year Ended December 31, 2025 2024 $ Change % Change (dollars in thousands) Research and development $ 208,599 $ 225,189 $ (16,590) (7) % % of net revenue 45 % 62 % Research and development, or R&D, expense decreased $16.6 million to $208.6 million for the year ended December 31, 2025 from $225.2 million in the year ended December 31, 2024.
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 decrease in expenses are attributable to workforce reductions and cost reduction measures. 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.
Net cash provided by financing activities consisted of net proceeds from the issuance of common stock upon exercise of stock options of $4.1 million partially offset by cash outflows of repayments of minimum tax withholding paid on behalf of employees for restricted stock units of $2.8 million.
Net cash used in financing activities consisted of common stock repurchases of $20.0 million plus cash outflows of repayments of minimum tax withholding paid on behalf of employees for restricted stock units of $2.2 million, partially offset by net proceeds from the issuance of common stock of $3.6 million.
We also receive a reduced withholding tax rate on certain intercompany royalty payments made by our Singapore subsidiary during the incentive period. We recorded income taxes in the years ended December 31, 2024 and 2023 at the incentive rate.
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.
Selling, General and Administrative Year Ended December 31, 2024 2023 $ Change % Change (dollars in thousands) Selling, general and administrative $ 138,329 $ 132,156 $ 6,173 5 % % of net revenue 38 % 19 % 66 Table of Contents Selling, general and administrative expense increased $6.2 million to $138.3 million for the year ended December 31, 2024, as compared to $132.2 million for the year ended December 31, 2023.
Selling, General and Administrative Year Ended December 31, 2025 2024 $ Change % Change (dollars in thousands) Selling, general and administrative $ 159,580 $ 138,329 $ 21,251 15 % % of net revenue 34 % 38 % Selling, general and administrative expense increased $21.3 million to $159.6 million for the year ended December 31, 2025, as compared to $138.3 million for the year ended December 31, 2024.
Other income (expense) generally consists of income (expense) generated from non-operating transactions, including a ticking fee paid to lenders following the termination of the Silicon Motion merger, net gains (losses) from sales or impairment of investments and/or income or losses from investments, if any, including unrealized holding gains (losses) from certain investments required to be marked to market value, if any, and a gain from partial curtailment of employee defined benefit obligations.
Other income (expense) generally consists of income (expense) generated from non-operating transactions, and net gains (losses) from sales or impairment of investments and/or income or losses from investments, if any, including unrealized holding gains (losses) from certain investments required to be marked to market value, if any. Income tax provision (benefit).
Cash Flows from Investing Activities Our use of cash in investing activities increased, as we increased investments in property equipment, including production masks. Net cash used in investing activities was $23.4 million for the year ended December 31, 2024 and consisted of purchases of property and equipment of $17.7 million and purchases of intangible assets of $5.8 million.
Net cash used in investing activities was $19.8 million for the year ended December 31, 2025 and consisted of purchases of property and equipment of $12.6 million and purchases of intangible assets of $7.2 million. Net cash used in investing activities was $23.4 million for the year ended December 31, 2024.
During the years ended December 31, 2024, 2023 and 2022 we have not recorded any material adjustments to such estimates. Inventory Valuation Estimates in the valuation of inventory that involve a significant level of estimation uncertainty include our estimates of excess and obsolete inventory based on forecasts of future demand for our products in inventory.
Inventory Valuation Estimates in the valuation of inventory that involve a significant level of estimation uncertainty include our estimates of excess and obsolete inventory based on forecasts of future demand for our products in inventory.
The decline in operating cash flows was driven by a decline in revenue from decreased volume of shipments of our products as a result of macroeconomic conditions impacting customer demand for our products (as discussed under the heading, “Results of Operations,” above).
The increase in operating cash flows was driven by an increase in revenue from an increased shipment of our products as a result of customer demand for our products (as discussed under the heading, “Results of Operations,” above). Operating cash flows were also impacted by changes in our working capital, which decreased $23.0 million.
Other than our forecasts of future demand, there are no assumptions inherent in our estimates in the valuation of inventory that would result in sensitivity of reported amounts to such assumptions. During the years ended December 31, 2024, 2023 and 2022, we have not recorded any material net adjustments for such changes in estimates.
Other than our forecasts of future demand, there are no assumptions inherent in our estimates in the valuation of inventory that would result in sensitivity of reported amounts to such assumptions.
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. 64 Table of Contents The following table sets forth our consolidated statement of operations data as a percentage of net revenue for the periods indicated: Year Ended December 31, 2024 2023 Net revenue 100 % 100 % Cost of net revenue 46 44 Gross profit 54 56 Operating expenses: Research and development 62 39 Selling, general and administrative 38 19 Impairment losses — — Restructuring charges 15 3 Total operating expenses 116 61 Loss from operations (62) (6) Interest income 2 1 Interest expense (3) (2) Other income (expense), net (3) (3) Total other income (expense), net (4) (4) Loss before income taxes (66) (9) Income tax provision 2 1 Net loss (68) % (11) % Net Revenue Year Ended December 31, 2024 2023 $ Change % Change (dollars in thousands) Broadband $ 116,819 $ 203,519 $ (86,700) (43) % % of net revenue 32 % 29 % Connectivity 55,769 138,228 (82,459) (60) % % of net revenue 15 % 20 % Infrastructure 113,907 177,083 (63,176) (36) % % of net revenue 32 % 26 % Industrial and multi-market 74,033 174,433 (100,400) (58) % % of net revenue 21 % 25 % Total net revenue $ 360,528 $ 693,263 $ (332,735) (48) % Net revenue decreased $332.7 million to $360.5 million for the year ended December 31, 2024, as compared to $0.7 billion for the year ended December 31, 2023, as a result of macroeconomic conditions impacting customer demand, including excess inventory in the channel built up following the supply shortages in 2022.
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. 63 Table of Contents The following table sets forth our consolidated statement of operations data as a percentage of net revenue for the periods indicated: Year Ended December 31, 2025 2024 Net revenue 100 % 100 % Cost of net revenue 43 46 Gross profit 57 54 Operating expenses: Research and development 45 62 Selling, general and administrative 34 38 Restructuring charges 5 15 Total operating expenses 84 116 Loss from operations (27) (62) Interest income 1 2 Interest expense (2) (3) Other income (expense), net (2) (3) Total other income (expense), net (3) (4) Loss before income taxes (30) (66) Income tax provision (benefit) (1) 2 Net loss (29) % (68) % Net Revenue Year Ended December 31, 2025 2024 $ Change % Change (dollars in thousands) Broadband $ 204,423 $ 116,819 $ 87,604 75 % % of net revenue 44 % 32 % Connectivity 77,990 55,769 22,221 40 % % of net revenue 17 % 15 % Infrastructure 148,164 113,907 34,257 30 % % of net revenue 32 % 32 % Industrial and multi-market 37,064 74,033 (36,969) (50) % % of net revenue 8 % 21 % Total net revenue $ 467,641 $ 360,528 $ 107,113 30 % Net revenue increased $107.1 million to $467.6 million for the year ended December 31, 2025, as compared to $360.5 million for the year ended December 31, 2024, due to increased demand in our broadband, connectivity and infrastructure markets, while demand in the industrial and multi-market category decreased.
Restructuring Charges Year Ended December 31, 2024 2023 $ Change % Change (dollars in thousands) Restructuring charges $ 53,379 $ 19,786 $ 33,593 170% % of net revenue 15 % 3 % Restructuring charges increased $33.6 million to $53.4 million for the year ended December 31, 2024, compared to $19.8 million for the year ended December 31, 2023.
Restructuring Charges Year Ended December 31, 2025 2024 $ Change % Change (dollars in thousands) Restructuring charges $ 24,525 $ 53,379 $ (28,854) (54)% % of net revenue 5 % 15 % Restructuring charges decreased $28.9 million to $24.5 million for the year ended December 31, 2025, compared to $53.4 million for the year ended December 31, 2024.
The decrease in infrastructure revenues of $63.2 million was driven by decreases in the volume of wireless backhaul shipments, and high performance analog shipments, partially offset by improvement in shipments of from high-speed interconnect products, and revenues from certain intellectual property sale agreements.
The increase in infrastructure revenues of $34.3 million was driven by increases in the volume of shipments of high-performance analog products, wireless backhaul, access, and optical products, partially offset by decreases in intellectual property licensing revenue in this category.
The following is a summary of our cash flows provided by (used in) operating activities, investing activities and financing activities for the periods indicated: Year Ended December 31, 2024 2023 (in thousands) Net cash provided by (used in) operating activities $ (45,295) $ 43,372 Net cash used in investing activities (23,446) (15,935) Net cash provided by (used in) financing activities 1,286 (26,356) Effect of exchange rate changes on cash, cash equivalents and restricted cash (1,298) (1,082) Decrease in cash, cash equivalents and restricted cash $ (68,753) $ (1) Cash Flows from Operating Activities In the year ended December 31, 2024, net cash used in operating activities was $45.3 million, compared to net cash provided by operating activities of $43.4 million for the year ended December 31, 2023.
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. 69 Table of Contents The following is a summary of our cash flows provided by (used in) operating activities, investing activities and financing activities for the periods indicated: Year Ended December 31, 2025 2024 (in thousands) Net cash provided by (used in) operating activities $ 19,619 $ (45,295) Net cash used in investing activities (19,795) (23,446) Net cash provided by (used in) financing activities (18,659) 1,286 Effect of exchange rate changes on cash, cash equivalents and restricted cash 644 (1,298) Decrease in cash, cash equivalents and restricted cash $ (18,191) $ (68,753) Cash Flows from Operating Activities In the year ended December 31, 2025, net cash provided by operating activities was $19.6 million, compared to net cash used in operating activities of $45.3 million for the year ended December 31, 2024.
Net cash used in investing activities was $15.9 million for the year ended December 31, 2023. Cash Flows from Financing Activities We continued cash conservation in 2024 following the general slowdown in the market environment. Net cash provided by financing activities was $1.3 million for the year ended December 31, 2024.
Net cash provided by financing activities was $1.3 million for the year ended December 31, 2024.
As of December 31, 2024, 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: Payments due Total Less than 1 year 1-3 years 3-5 years More than 5 years (in thousands) Long term debt obligations $ 125,000 $ — $ — $ 125,000 $ — Operating lease obligations 28,863 10,599 14,214 4,050 — Purchase obligations 51,262 39,872 11,390 — — Other obligations 55,286 32,131 23,155 — — Total $ 260,411 $ 82,602 $ 48,759 $ 129,050 $ — Our planned capital expenditures as of December 31, 2024 were not material.
As of December 31, 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: Payments due Total Less than 1 year 1-3 years 3-5 years More than 5 years (in thousands) Long term debt obligations $ 125,000 $ — $ 125,000 $ — $ — Operating lease obligations 23,026 9,944 10,668 2,414 — Purchase obligations 168,484 117,910 50,574 — — Other obligations 41,147 28,536 8,546 1,276 2,789 Total $ 357,657 $ 156,390 $ 194,788 $ 3,690 $ 2,789 68 Table of Contents Our planned capital expenditures as of December 31, 2025 were not material.
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. 60 Table of Contents Products shipped to Asia accounted for 75%, 75% and 82% of net revenue during the years ended 2024, 2023 and 2022, respectively, including 41%, 37% and 43%, respectively, from products shipped to Hong Kong and less than 10%, 11% and 16%, respectively, from products shipped to mainland China.
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.
Industrial and multi-market revenue decreased $100.4 million driven by a decreased volume of shipments of component and high-performance analog products.
Industrial and multi-market revenue decreased $37.0 million driven by a 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.
The decrease was driven by decreases in payroll and benefits expense of $24.2 million, CAD design tools and other software license expense of $8.6 million, stock based compensation of $5.4 million, prototype expense of $5.0 million, bonuses of $4.5 million, consulting expense of $4.1 million, depreciation expense of $1.5 million and occupancy expenses of $1.0 million.
The decrease was driven by decreases in payroll and benefits expense of $18.8 million, CAD design tools and other software license costs of $9.1 million, consulting and outside services expenses of $4.8 million, the impact of an increase to income from joint R&D projects and government grants of $2.9 million offset against R&D expense, occupancy expense of $1.3 million, various prototype expenses of $1.0 million, and supplies expenses of $0.8 million.
Operating cash flows were also impacted by changes in our working capital, which increased $68.4 million, in particular, in 2024, we collected accounts receivable of $177.6 million, which was partially offset by payments against our price protection liability of $44.6 million and severance and other payments from the Workforce Reductions of $34.5 million.
In 2025, we collected accounts receivable previously outstanding as of December 31, 2024 of $71.1 million, which was partially offset by payments against our price protection liability of $18.1 million and severance and other payments from workforce reductions of $13.9 million.
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. The June 23, 2021 Credit Agreement was amended on June 29, 2023 to implement a benchmark replacement for LIBOR.
The June 23, 2021 Credit Agreement was amended on June 29, 2023 to implement a benchmark replacement for LIBOR.
Approximately two-thirds of the employee severance-related charges in 2023 were estimated statutory severance benefits payable in the jurisdictions in which the terminated employees were employed, with the remainder representing standard severance benefits. 67 Table of Contents Interest and Other Income (Expense ) Year Ended December 31, 2024 2023 $ Change % Change (dollars in thousands) Interest and other income (expense), net $ (15,365) $ (25,589) $ 10,224 (40) % % of net revenue (4) % (4) % Interest and other income (expense), net changed by $10.2 million to a net expense of $15.4 million in the year ended December 31, 2024 from a net expense of $25.6 million for the year ended December 31, 2023.
Interest and Other Income (Expense ) Year Ended December 31, 2025 2024 $ Change % Change (dollars in thousands) Interest and other income (expense), net $ (14,004) $ (15,365) $ 1,361 (9) % % of net revenue (3) % (4) % Interest and other income (expense), net changed by $1.4 million to a net expense of $14.0 million in the year ended December 31, 2025 from a net expense of $15.4 million for the year ended December 31, 2024.
Gross profit percentage declined for the year ended December 31, 2024, as compared to the year ended December 31, 2023, due to reduced absorption of intangible amortization and fixed costs.
The increase was driven by an increased volume of shipments of our products as described above under “Net Revenue”. Gross profit percentage improved for the year ended December 31, 2025, as compared to the year ended December 31, 2024, due to product mix and decreased intangible asset amortization.
The increase in stock-based compensation expense is a result of incremental grants made to executives and employees for retention purposes. The decreases in payroll and other benefits and bonuses are attributable to the Workforce Reductions and other cost reduction measures. The decrease in commissions expense is due to decreased revenues.
The increase in stock-based compensation is attributable to incremental grants to employees for retention purposes.
Price changes did not have a material impact to revenues period over period. 65 Table of Contents Cost of Net Revenue and Gross Profit Year Ended December 31, 2024 2023 $ Change % Change (dollars in thousands) Cost of net revenue $ 165,746 $ 307,600 $ (141,854) (46) % % of net revenue 46 % 44 % Gross profit $ 194,782 $ 385,663 $ (190,881) (49) % % of net revenue 54 % 56 % Cost of net revenue decreased $141.9 million to $165.7 million for the year ended December 31, 2024, as compared to $307.6 million for the year ended December 31, 2023.
We currently expect that revenue will fluctuate in the future, from period-to-period, consistent with the cyclical nature of our industry. 64 Table of Contents Cost of Net Revenue and Gross Profit Year Ended December 31, 2025 2024 $ Change % Change (dollars in thousands) Cost of net revenue $ 201,827 $ 165,746 $ 36,081 22 % % of net revenue 43 % 46 % Gross profit $ 265,814 $ 194,782 $ 71,032 36 % % of net revenue 57 % 54 % Cost of net revenue increased $36.1 million to $201.8 million for the year ended December 31, 2025, as compared to $165.7 million for the year ended December 31, 2024.
Broadband net revenue decreased by $86.7 million, driven by decreases in the volume of broadband SOC shipments in this category, partially offset by revenue from certain intellectual property sale agreements and increases from reversals of unclaimed rebates due to expiration of rebate pricing.
Broadband net revenue increased by $87.6 million, driven by increases in the volume of broadband SoC and cable data shipments in this category. Connectivity revenue increased $22.2 million due to improvements in the volume of Wi-Fi, ethernet, and MoCA product shipments.
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.
Engineering mask expense varies from period to period depending on timing of new products entering the production phase. 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.
Restructuring charges in the year ended December 31, 2023 included $17.9 million in employee severance-related charges and $1.8 million in other charges driven by the abandonment of certain computer-assisted design software licenses used by the terminated workforce.
Restructuring charges for the year ended December 31, 2025 included $17.1 million in charges under contracts associated with CAD tool licenses which we ceased using, $6.9 million in employee severance and related charges, and $0.4 million in charges related to reduction of space leased for office facilities in connection with a workforce reduction.
Removed
In addition, we generate revenue from certain intellectual property sale agreements.
Added
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.
Removed
We have experienced slower than expected recovery in sales across all of our end markets. This is primarily driven by excess inventory in the channels as well as slower demand in regions such as China. Geopolitical tensions and changing trade policies continue to influence the semiconductor industry.
Added
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.
Removed
Silicon Motion is a provider of NAND flash controllers for solid state drives and other solid state storage devices.
Added
Products shipped to Asia accounted for 82%, 75% and 75% of net revenue during the years ended 2025, 2024 and 2023, respectively, including 49%, 41% and 37%, respectively, from products shipped to Hong Kong, 12% from products shipped to Vietnam in 2025, and 11% from products shipped to mainland China in 2023.
Removed
Workforce Reductions During the year ended December 31, 2024, we completed plans of restructuring to reduce our workforce, or the Workforce Reductions. The Workforce Reductions aligned our operational needs with the changes in macroeconomic conditions and the demand environment while continuing to support our long-term business strategy by reducing our operating expenses.
Added
See Part I, Item 3 (Legal Proceedings) of this report for more information on legal proceedings related to the termination of the Merger Agreement.
Removed
As a result of the Workforce Reductions, in the year ended December 31, 2024 and 2023, we incurred $53.4 million and $19.8 million in restructuring costs. Refer to Note 4 in our consolidated financial statements included elsewhere in this report for more details regarding the Workforce Reductions.
Added
Restructuring During the year ended December 31, 2025, we incurred $24.5 million in restructuring costs which included $17.1 million in charges under contracts associated with computer-aided design, or CAD, software licenses, which we ceased using during the period, and $6.9 million in severance costs and related expenses and $0.4 million from exiting facilities in connection with a workforce reduction.
Removed
Recently Issued Accounting Pronouncements See Note 1 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for recently issued accounting pronouncements not yet adopted as of the date of this report, if any. Results of Operations The following describes the line items set forth in our consolidated statements of operations.
Added
We may also incur other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, our restructuring plans.
Removed
Connectivity revenue decreased $82.5 million due to decreased volume of shipments of certain products associated with residential broadband market decline, partially offset by revenue from certain intellectual property sale agreements.
Added
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. Selling, General and Administrative.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Interest Rate Risk We are subject to a variable amount of interest on the principal balance of our credit agreements described above and could be adversely impacted by high interest rates in the future. If LIBOR interest rates had increased by 10% during the periods presented, the rate increase would have resulted in an immaterial increase to interest expense.
Interest Rate Risk We are subject to a variable amount of interest on the principal balance of our credit agreements described above and could be adversely impacted by high interest rates in the future. If SOFR interest rates had increased by 10% during the periods presented, the rate increase would have resulted in an immaterial increase to interest expense.
A hypothetical change of 100 basis points in such foreign currency exchange rates during the year ended December 31, 2024 would result in a change to translation gain in accumulated other comprehensive income of approximately $1.1 million.
A hypothetical change of 100 basis points in such foreign currency exchange rates during the year ended December 31, 2025 would result in a change to translation gain in accumulated other comprehensive income of approximately $0.9 million.
Accordingly, the effects of exchange rate fluctuations on the net assets of these foreign subsidiaries’ operations are accounted for as translation gains or losses in accumulated other comprehensive income within stockholders’ equity.
The functional currency of certain foreign subsidiaries is the local currency. Accordingly, the effects of exchange rate fluctuations on the net assets of these foreign subsidiaries’ operations are accounted for as translation gains or losses in accumulated other comprehensive income within stockholders’ equity.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign currency exchange rates and interest rates.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates.
Foreign Currency Risk To date, our international customer and vendor agreements have been denominated mostly in United States dollars. Accordingly, we have limited exposure to foreign currency exchange rates and do not enter into foreign currency hedging transactions. The functional currency of certain foreign subsidiaries is the local currency.
Our market risk exposure is primarily a result of fluctuations in foreign currency exchange rates and interest rates. 70 Table of Contents Foreign Currency Risk To date, our international customer and vendor agreements have been denominated mostly in United States dollars. Accordingly, we have limited exposure to foreign currency exchange rates and do not enter into foreign currency hedging transactions.

Other MXL 10-K year-over-year comparisons