What changed in RAMBUS INC's 10-K — 2024 vs 2025
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Paragraph-level year-over-year comparison of RAMBUS INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.
+161 added−154 removedSource: 10-K (2026-02-18) vs 10-K (2025-02-24)
Top changes in RAMBUS INC's 2025 10-K
161 paragraphs added · 154 removed · 134 edited across 2 sections
- Item 1A. Risk Factors+114 / −104 · 93 edited
- Item 1. Business+47 / −50 · 41 edited
Item 1. Business
Business — how the company describes what it does
41 edited+6 added−9 removed25 unchanged
Item 1. Business
Business — how the company describes what it does
41 edited+6 added−9 removed25 unchanged
2024 filing
2025 filing
Biggest changeOur leading-edge DDR5 chipset solutions include the Registering Clock Driver (“RCD”), Multiplexed Registering Clock Driver (“MRCD”), Multiplexed Data Buffer (“MDB”), Power Management Integrated Circuits (“PMIC”), Serial Presence Detect Hubs (“SPD Hub”), Temperature Sensors (“TS”), and Client Clock Driver (“CKD”).
Biggest changeMemory Interface Chips Rambus provides complete chipset solutions for industry-standard DDR5 and LPDDR5 memory modules for server and client systems, including Registered Dual Inline Memory Modules (“RDIMM”) and next-generation Multiplexed Rank Dual Inline Memory Modules (“MRDIMM”), enabling high memory subsystem performance, capacity, reliability and power efficiency. 4 Table of Contents The Company’s leading-edge chipset offerings include: • Registering Clock Drivers (“RCD”) • Multiplexed Registering Clock Driver (“MRCD”) • Multiplexed Data Buffer (“MDB”) • Client Clock Driver (“CKD”) • Power Management Integrated Circuits (“PMIC”) • Serial Presence Detect Hubs (“SPD Hub”) • Temperature Sensors (“TS”) We sell memory interface chips directly and indirectly to memory module manufacturers, OEMs and hyperscalers worldwide through multiple channels, including our direct sales force and distributors, and we employ global sales personnel to support such operations.
Using this foundation of innovation, our technical teams develop new semiconductor solutions that enable increased performance, greater power 4 efficiency and increased levels of security, as well as other improvements and benefits. Our solution design and development process is a multi-disciplinary effort requiring expertise in multiple fields across all of our operational units.
Using this foundation of innovation, our technical teams develop new semiconductor solutions that enable increased performance, greater power efficiency and increased levels of security, as well as other improvements and benefits. Our solution design and development process is a multi-disciplinary effort requiring expertise in multiple fields across all of our operational units.
We have used, and intend to continue to use, our investor relations website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. The inclusion of our website address in this report does not 5 include or incorporate by reference into this report any information on our website.
We have used, and intend to continue to use, our investor relations website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. The inclusion of our website address in this report does not include or incorporate by reference into this report any information on our website.
Our human capital resources objectives, as described above, help us retain and motivate our existing employees, advisors and consultants, which is a key component of increasing stockholder value and the success of Rambus. We are an equal opportunity employer and are committed to maintaining a diverse and inclusive work environment.
Our human capital resources objectives, as described above, help us retain and motivate our existing employees, advisors and consultants, which is a key component of increasing stockholder value and the success of Rambus. We are an equal opportunity employer and are committed to maintaining an inclusive work environment.
Shinn began his legal career as a litigation attorney with a boutique intellectual property and securities litigation law firm in San Jose. Mr. Shinn is a member of the State Bar of California and received his J.D. from Santa Clara University and his bachelor’s degree in American and European History from Stanford University. 7 Table of Contents
Shinn began his legal career as a litigation attorney with a boutique intellectual property and securities litigation law firm in San Jose. Mr. Shinn is a member of the State Bar of California and received his J.D. from Santa Clara University and his bachelor’s degree in American and European History from Stanford University. 10 Table of Contents
He also holds a bachelor's degree in Computer Engineering and Telecommunications from the Beijing University of Posts & Telecom. He continued his executive management education at Stanford University and the Wharton School of Business. John Shinn 56 Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer. Mr.
He also holds a bachelor's degree in Computer Engineering and Telecommunications from the Beijing University of Posts & Telecom. He continued his executive management education at Stanford University and the Wharton School of Business. John Shinn 57 Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer. Mr.
Many of our competitors are larger and have better access to financial, technical, sales and marketing resources than we possess.
Many of our competitors are larger and may have better access to financial, technical, sales and marketing resources than we possess.
Additionally, from time to time, we enter into agreements to sell certain patent assets under agreements which may also include subsequent profit-sharing. The sale of these patents, as well as the subsequent profit-sharing, are included as part of our royalty revenue.
Additionally, from time to time, we enter into agreements to sell certain patent assets under agreements which may also include subsequent profit-sharing. The sale of these patents, as well as the subsequent profit-sharing, are included as part of our royalties revenue.
Our executive officers are appointed by, and serve at the discretion of, our Board of Directors. There is no family relationship between any of our executive officers. Name Age Position and Business Experience Luc Seraphin 61 President & Chief Executive Officer. Mr.
Our executive officers are appointed by, and serve at the discretion of, our Board of Directors. There is no family relationship between any of our executive officers. Name Age Position and Business Experience Luc Seraphin 62 President & Chief Executive Officer. Mr.
We operate a fabless business model and use third-party foundries and manufacturing contractors to fabricate, assemble and test our memory interface chips. We also inspect and test parts in our U.S.-based facilities. This outsourced manufacturing approach allows us to focus our investment and resources on the research, development, design, sale and marketing of our 3 Table of Contents products.
We operate a fabless business model and use third-party foundries and manufacturing contractors to fabricate, assemble and test our memory interface chips. We also inspect and test parts in our U.S.-based facilities. This outsourced manufacturing approach allows us to focus our investment and resources on the research, development, design, sale and marketing of our products.
Prior to Rambus, from March 2019 to June 2019, he served as Corporate Vice President and General Manager at Renesas Electronics Corporation, responsible for the datacenter business unit with full profit and loss responsibilities, a premier supplier of advanced semiconductor solutions. Prior to his role at Renesas, Mr.
Prior to Rambus, from March 2019 to June 2019, he served as Corporate Vice President and General Manager at Renesas Electronics Corporation, a premier supplier of advanced semiconductor solutions, responsible for the data center business unit with full profit and loss responsibilities. Prior to his role at Renesas, Mr.
Seraphin also holds an MBA from the University of Hartford and has completed the senior executive program of Columbia University and the Stanford Directors’ Consortium. Desmond Lynch 45 Chief Financial Officer. Mr.
Seraphin also holds an MBA from the University of Hartford and has completed the senior executive program of Columbia University and the Stanford Directors’ Consortium. Desmond Lynch 46 Chief Financial Officer. Mr.
Information on customers that comprise 10% or more of our consolidated revenue and risks attendant to our foreign operations is set forth below in Item 1A, “Risk Factors.” 6 Our Executive Officers Information regarding our current executive officers and their ages and positions is contained in the table below.
Information on customers that comprise 10% or more of our consolidated revenue and risks attendant to our foreign operations is set forth below in Item 1A, “Risk Factors.” 8 Table of Contents Our Executive Officers Information regarding our current executive officers and their ages and positions is contained in the table below.
Lynch served as Vice President of Finance at Renesas Electronics, a leading global semiconductor company, where he was the head of U.S. finance. Mr. Lynch has extensive semiconductor experience, including financial leadership roles at Integrated Device Technology, Atmel, Knowles Corporation and National Semiconductor. Mr.
Prior to joining Rambus, Mr. Lynch served as Vice President of Finance at Renesas Electronics, a leading global semiconductor company, where he was the head of U.S. finance. Mr. Lynch has extensive semiconductor experience, including financial leadership roles at Integrated Device Technology, Atmel, Knowles Corporation and National Semiconductor. Mr.
A significant number of our scientists and engineers spend all or a portion of their time on research and development. For the years ended December 31, 2024, 2023 and 2022, research and development expenses were $162.9 million, $156.8 million and $158.8 million, respectively. We expect to continue to invest substantial funds in research and development activities.
A significant number of our scientists and engineers spend all or a portion of their time on research and development. For the years ended December 31, 2025, 2024 and 2023, research and development expenses were $187.7 million, $162.9 million and $156.8 million, respectively. We expect to continue to invest substantial funds in research and development activities.
Additionally, approximately 70% of our employees were engineers with the remaining employees in sales, general and administrative positions. None of our employees are covered by collective bargaining agreements. We believe that our future success largely depends upon our continued ability to identify, attract, motivate and retain qualified personnel.
Additionally, approximately 71% of our employees were engineers with the remaining employees in sales, general and administrative positions. None of our employees are covered by collective bargaining agreements. 6 Table of Contents We believe that our future success largely depends upon our continued ability to identify, attract, motivate and retain qualified personnel.
In the memory interface chip market, we compete with international semiconductor companies, including Monolithic Power System, Montage Technology, Renesas and Texas Instruments. In the Silicon IP market, Rambus competes with the in-house design teams at our potential customers, as well as with third-party IP suppliers, such as Cadence and Synopsys.
In the memory interface chip market, we compete with international semiconductor companies, including but not limited to Monolithic Power Systems, Montage Technology, Renesas and Texas Instruments. In the Silicon IP market, Rambus competes with the in-house design teams at our potential customers, as well as with third-party IP suppliers, such as Cadence and Synopsys.
Leading semiconductor and electronic system companies, such as AMD, Amlogic, Broadcom, CXMT, IBM, Infineon, Kioxia, Marvell, MediaTek, Micron, Nanya, Nuvoton, NVIDIA, Phison, Qualcomm, Samsung, Silicon Motion, SK hynix, Socionext, STMicroelectronics, Toshiba, Western Digital and Winbond have licensed our patents for use in their own products.
Leading semiconductor and electronic system companies, such as AMD, Amlogic, Broadcom, CXMT, IBM, Infineon, Kioxia, Marvell, MediaTek, Micron, Nanya, Nuvoton, NVIDIA, Phison, Qualcomm, Samsung, Silicon Motion, SK hynix, Socionext, STMicroelectronics, Toshiba, Western Digital and Winbond have licensed our patents.
As a pioneer with nearly 35 years of advanced semiconductor design experience, Rambus is at the forefront of enabling the next era of AI-driven computing, addressing the critical challenges of signal and power integrity at increasingly extreme data rates in the data center, edge, and client markets.
As a pioneer with over three decades of advanced semiconductor design experience, Rambus is at the forefront of enabling the next era of AI-driven computing, addressing the critical challenges of signal and power integrity at increasingly extreme data rates in the data center, edge and client markets.
Our commitment to diversity and inclusion helps us attract and retain the best talent, enables employees to realize their full potential and drives high performance through innovation and collaboration. Because we know that diversity is truly a competitive advantage that helps drive innovation, we strive to maintain a best-in-class work environment that fosters respect for individuals, their ideas and contributions.
Our commitment to inclusion helps us attract and retain the best talent, enables employees to realize their full potential and drives high performance through innovation and collaboration. We strive to maintain a best-in-class work environment that fosters respect for all individuals, their ideas and contributions.
Outsourcing also allows us the flexibility needed to respond to new market opportunities, simplifies our operations and significantly reduces our capital requirements. Silicon IP Rambus Silicon IP includes interface and security IP solutions that move and protect data in advanced data center, government and automotive applications. Our interface IP solutions feature both high-speed memory and chip-to-chip digital controller IP.
Outsourcing also allows us the flexibility needed to respond to new market opportunities, simplifies our operations and significantly reduces our capital requirements. Silicon IP Rambus Silicon IP includes high-performance interface and security IP solutions that move and protect data in advanced AI, data center, government and automotive applications.
Our security IP offerings comprise one of the industry’s most comprehensive portfolios of solutions, including crypto cores, hardware roots of trust, high-speed protocol engines and chip provisioning technologies. We sell Silicon IP solutions to leading chip makers worldwide for integration into their custom silicon, Application Specific Standard Products (“ASSP”) and Field Programmable Gate Array (“FPGA”) designs.
Our interface IP solutions feature both high-speed memory and chip-to-chip digital controller IP, including: • HBM Memory Controller IP • GDDR Memory Controller IP • PCIe Controllers, Retimer and Switch IP • CXL Controller IP Our security IP offerings comprise one of the industry’s most comprehensive portfolio of solutions, including: • Hardware Roots of Trust • High-speed Protocol Engines • Crypto Cores • Chip Provisioning Technologies We sell Silicon IP solutions to leading chip makers worldwide for integration into their custom silicon, Application Specific Standard Products (“ASSP”) and Field Programmable Gate Array (“FPGA”) designs.
Lynch is a Chartered Accountant with the Institute of Chartered Accountants of Scotland and holds a bachelor’s degree in Accountancy and Finance from the University of Glasgow in Scotland. Sean Fan 59 Executive Vice President, Chief Operating Officer. Mr.
Lynch is a Chartered Accountant with the Institute of Chartered Accountants of Scotland and holds a bachelor’s degree in Accountancy and Finance from the University of Glasgow in Scotland. 9 Table of Contents Name Age Position and Business Experience Sean Fan 60 Executive Vice President, Chief Operating Officer. Mr.
Information concerning our revenue, results of operations and revenue by geographic area is set forth in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in Note 7, “Segments and Major Customers,” of Notes to Consolidated Financial Statements of this Form 10-K, all of which are incorporated herein by reference.
Further, the Company’s references to the URLs for these websites are intended to be inactive textual references only. 7 Table of Contents Information concerning our revenue, results of operations and revenue by geographic area is set forth in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in Note 7, “Segments and Major Customers,” of Notes to Consolidated Financial Statements of this Form 10-K, all of which are incorporated herein by reference.
Lynch has served as Chief Financial Officer since August 2022, where he is responsible for the global finance organization, with responsibility for financial management, planning, tax, treasury, controls and reporting. Previously, he served as the Vice President of Finance for Rambus. Prior to joining Rambus, Mr.
Lynch has served as Chief Financial Officer since August 2022, where he is responsible for the global finance organization, with responsibility for financial management, planning, tax, treasury, controls and reporting. Previously, he served as the Vice President of Finance for Rambus. On February 4, 2026, Mr. Lynch notified the Company that he is resigning, effective February 27, 2026.
Corporate and Available Information Rambus Inc. was founded in 1990 and reincorporated in Delaware in March 1997. Our principal executive offices are located at 4453 North First Street, Suite 100, San Jose, California, 95134. Our website is www.rambus.com .
Therefore, we believe that purchase orders or backlog are not necessarily a reliable indicator of our future product sales. Corporate and Available Information Rambus Inc. was founded in 1990 and reincorporated in Delaware in March 1997. Our principal executive offices are located at 4453 North First Street, Suite 100, San Jose, California, 95134. Our website is www.rambus.com .
Backlog Our sales of memory interface chips are generally made pursuant to short-term purchase orders. These purchase orders are made without deposits and may be, and often are, rescheduled, canceled or modified on relatively short notice, without substantial penalty. Therefore, we believe that purchase orders or backlog are not necessarily a reliable indicator of our future product sales.
We also rely on copyright, trademarks and trade secret laws to protect our IP and other proprietary assets. Backlog Our sales of memory interface chips are generally made pursuant to short-term purchase orders. These purchase orders are made without deposits and may be, and often are, rescheduled, canceled or modified on relatively short notice, without substantial penalty.
The SEC also maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC at www.sec.gov . Further, the Company’s references to the URLs for these websites are intended to be inactive textual references only.
The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC at www.sec.gov .
In addition, because our customer agreements often call for us to provide engineering support, a portion of our total engineering costs are allocated to the cost of contract and other revenue. Human Capital Resources As of December 31, 2024, we had 712 employees, of which approximately 48% were in the United States and 52% in other global regions.
In addition, because our customer agreements often call for us to provide engineering support, a portion of our total engineering costs are allocated to the cost of contract and other revenue.
Rambus Silicon IP is sold primarily through our direct sales force operating out of offices in the United States, India, Netherlands, France, Japan, South Korea, Taiwan and China. Patent Licenses Our patented inventions are foundational to the semiconductor industry and are licensed to leading semiconductor and system companies around the world.
Rambus Silicon IP is sold primarily through our direct global sales force. Patent Licenses Our patented inventions are foundational to the semiconductor industry and are licensed to leading semiconductor and system companies around the world. Rambus continues to innovate and invent, thereby advancing semiconductor technology.
Rambus continues to innovate and invent, thereby advancing semiconductor technology. With a broad worldwide portfolio of patents covering memory architecture, high-speed serial links and security, we enhance our value and relevance in our target markets and create a platform for investment in product development.
With a broad worldwide portfolio of patents covering memory architecture, high-speed serial links and security, we enhance our value and relevance in our target markets and create a platform for investment in product development. Our patent licenses enable our customers to use specified portions of our portfolio of patented inventions in the customer’s own digital electronics products, systems or services.
License agreements are structured with fixed or variable, or a hybrid of fixed and variable royalty payments over certain periods typically ranging up to ten years.
These licenses may also define the specific field of use where our 5 Table of Contents customers may use or employ our inventions in their products. License agreements are structured with fixed or variable, or a hybrid of fixed and variable royalty payments over certain periods typically ranging up to ten years.
Furthermore, the pervasive adoption of AI across diverse applications is creating significant opportunities for our silicon IP portfolio. Our high-performance digital controller cores are becoming increasingly vital components in accelerated computing chips, including custom silicon chips, which are the workhorses of AI processing. The expanding attack surface in today’s accelerated computing environments necessitates robust security solutions.
Our high-performance digital controller cores are increasingly vital components in accelerated computing chips, including custom silicon, which are the workhorses of AI processing. The expanding attack surface in today’s accelerated computing environments also necessitates robust security solutions. Our industry-leading security IP plays a crucial role in safeguarding both data at rest and data in motion, protecting against evolving cyber threats.
We file applications for and obtain patents in the United States and in selected foreign countries where we believe filing for such protection is appropriate and would further our overall business strategy and objectives. In some instances, obtaining appropriate levels of protection may involve prosecuting continuation and counterpart patent applications based on a common parent application.
We intend to continue our innovation efforts and allocate significant investment in our IP development programs. We file applications for and obtain patents in the United States and in selected foreign countries where we believe filing for such protection is appropriate and would further our overall business strategy and objectives.
Our industry-leading security IP plays a crucial role in safeguarding data and protecting against evolving cyber threats. Rambus is committed to the sustained investment in our technology development and product roadmap to stay at the forefront of the innovation cycle and advance our product leadership.
Rambus is committed to the sustained investment in our technology development and product roadmap to stay at the forefront of the innovation cycle and advance our product leadership. In 2025, Rambus delivered strong execution across our memory and interface portfolio.
We provide industry-leading memory interface chips that enable the highest bandwidth and capacity server memory modules, maximizing memory performance for the most demanding data-intensive workloads. These solutions are essential for supporting the training and inference of increasingly complex AI models, including those used in generative AI applications.
Leveraging our deep expertise in memory technology and innovative architectures, we provide industry-leading memory interface chips that enable the highest bandwidth, capacity and power efficient server memory modules, maximizing memory performance and reliability for the most demanding data-intensive workloads.
In addition, we attempt to protect our trade secrets and other proprietary information through agreements with current and prospective customers, and confidentiality agreements with employees and consultants and other security measures. We also rely on copyright, trademarks and trade secret laws to protect our IP and other proprietary assets.
In some instances, obtaining appropriate levels of protection may involve prosecuting continuation and counterpart patent applications based on a common parent application. In addition, we attempt to protect our trade secrets and other proprietary information through agreements with current and prospective customers, and confidentiality agreements with employees and consultants and other security measures.
We are a leader in high-performance memory subsystems, offering a balanced and diverse portfolio of products encompassing chips and silicon IP. Focusing primarily on the data center, our innovative solutions maximize performance and security in computationally intensive systems.
We are a leader in high-performance memory subsystems, offering a balanced and diverse portfolio of products, IP and patents that maximize performance and security in computationally intensive systems. The ongoing proliferation of AI is placing unprecedented demands on computing infrastructure, requiring massive amounts of processor performance and extremely high memory bandwidth.
We believe our patented innovations provide our customers with the ability to achieve improved performance, lower risk, greater cost-effectiveness and other benefits in their products and services. We intend to continue our innovation efforts and allocate significant investment in our IP development programs.
Additionally, we have 486 patent applications pending in various countries. Some of the patents and pending patent applications are derived from a common parent patent application or are foreign counterpart patent applications. We believe our patented innovations provide our customers with the ability to achieve improved performance, lower risk, greater cost-effectiveness and other benefits in their products and services.
As of December 31, 2024, our semiconductor, security and other technologies are covered by 2,224 U.S. and foreign patents, with expiration dates ranging from 2025 to 2043. Additionally, we have 547 patent applications pending in various countries. Some of the patents and pending patent applications are derived from a common parent patent application or are foreign counterpart patent applications.
Intellectual Property We maintain and support an active program to protect our IP, primarily through the filing of patent applications and the defense of issued patents against potential infringement. As of December 31, 2025, our semiconductor, security and other technologies are covered by 2,049 U.S. and foreign patents, with expiration dates ranging from 2026 to 2044.
Item 1. Business Overview Rambus is a global semiconductor company dedicated to enabling the future of the data center and artificial intelligence (“AI”) by delivering innovative memory and security solutions that address the evolving needs of the technology industry.
Item 1. Business Overview Rambus is a global semiconductor company providing industry-leading chips and silicon IP for data-intensive computing systems, focusing on data center and artificial intelligence (“AI”) infrastructure.
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The explosion of data-intensive workloads, driven by the proliferation of generative AI, large language models (“LLMs”), and high-performance computing (“HPC”), is placing unprecedented demands on computing infrastructure. This surge in data processing is exacerbating the performance gap between processors and memory, creating a critical bottleneck—the “memory wall”—that limits overall system efficiency.
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As workloads grow in size and diversity, system performance becomes memory bound, making the memory interface technology a critical determinant of overall throughput. This persistent gap between processor performance and memory subsystem capabilities remains one of the largest bottlenecks in high performance compute systems.
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As processors and accelerators rapidly increase in speed and core count, memory bandwidth and latency must keep pace to unlock their full potential. Rambus is uniquely positioned to address this challenge. Our deep expertise in memory technologies and innovative architectures enables us to deliver solutions that break through the memory wall.
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In addition, power management is increasingly important to optimize system efficiency and thermal performance as the power-performance demands continue to rise. Rambus is well positioned to address these challenges.
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In 2024, we expanded our product portfolio with a new line of server power management ICs (“PMIC”) that will be increasingly important as the power-performance demands of computing continue to rise.
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Beyond the data center, server-class technologies are migrating into client devices to bring these same benefits to end-user systems, such as AI personal computers (“PCs”). Furthermore, the growing adoption of AI and heterogenous computing across diverse applications is creating significant opportunities for our silicon IP portfolio.
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In addition, we introduced the industry’s first complete chipset for next-generation DDR5 Multiplexed Ranked Dual Inline Memory Modules (“MRDIMMs”), delivering breakthrough levels of memory performance for data center and AI. Beyond the data center, cutting-edge technologies first leveraged in servers are cascading into the client market where we introduced our Client Clock Driver chip to enable state-of-the-art notebooks and desktops.
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We strengthened our leadership in DDR5 Registering Clock Drivers (“RCD”) and expanded the adoption of our new products, contributing to revenue growth. We expanded into high-performance and AI PCs with the launch of our complete client chipset, giving Rambus a comprehensive portfolio that supports all JEDEC-standard DDR5 and LPDDR5 modules across server and client systems.
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Memory Interface Chips Made for high performance, reliability and power efficiency, Rambus DDR memory interface chips for server memory modules (e.g., RDIMMs and MRDIMMs) enable increased bandwidth and expanded capacity in enterprise and cloud servers. The Rambus portfolio includes DDR5 and DDR4 memory interface chipsets.
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We also achieved strong customer momentum across our HBM4, GDDR7 and PCIe 7.0 digital IP families, along with our security IP, reinforcing our position as a key enabler of next-generation data center and AI architectures.
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We sell memory interface chips directly and indirectly to memory module manufacturers, OEMs and hyperscalers worldwide through multiple channels, including our direct sales force and distributors, and we employ sales personnel to support such operations in the United States, South Korea, Taiwan and China.
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Human Capital Resources As of December 31, 2025, we had 791 employees, of which approximately 47% were in the United States and 53% in other global regions, including but not limited to Bulgaria, Canada, China, Finland, France, India, the Netherlands, South Korea and Taiwan.
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Our patent licenses enable our customers to use specified portions of our portfolio of patented inventions in the customer’s own digital electronics products, systems or services. These licenses may also define the specific field of use where our customers may use or employ our inventions in their products.
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We benefit from the innovation that results when people with differing experiences, perspectives and cultures work together to achieve a common goal. Intellectual Property We maintain and support an active program to protect our IP, primarily through the filing of patent applications and the defense of issued patents against potential infringement.
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In addition, you may read and copy any material we file with the SEC at the SEC’s Public Reference Room at 100 F Street NE, Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
93 edited+21 added−11 removed221 unchanged
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
93 edited+21 added−11 removed221 unchanged
2024 filing
2025 filing
Biggest changeAdditional risks related to our acquisitions or strategic investments include, but are not limited to: • difficulty in combining the technology, products or operations of the acquired business with our business; • difficulty in integrating and retaining the acquired workforce, including key employees; • diversion of capital and other resources, including management’s attention; • assumption of liabilities and incurring amortization expenses, impairment charges to goodwill or write-downs of acquired assets; • integrating financial forecasting and controls, procedures and reporting cycles; • coordinating and integrating operations in countries in which we have not previously operated; • acquiring business challenges and risks, including, but not limited to, disputes with management and integrating international operations and joint ventures; • difficulty in realizing a satisfactory return, if any return at all; • difficulty in obtaining or inability to obtain governmental and regulatory consents and approvals, other approvals or financing; • the potential impact of complying with governmental or other regulatory restrictions placed on an acquisition; • the potential impact on our stock price and financial results if we are unable to obtain regulatory approval for an acquisition, are required to pay reverse breakup fees or are otherwise unable to close an acquisition; • failure and costs associated with the failure to consummate a proposed acquisition or other strategic investment; • legal proceedings initiated as a result of an acquisition or investment; • the potential for our acquisitions to result in dilutive issuances of our equity securities; • the potential variability of the amount and form of any performance-based consideration; • uncertainties and time needed to realize the benefits of an acquisition or strategic investment, if at all; • negative changes in general economic conditions in the regions or the industries in which we or our acquired business operate; 20 Table of Contents • the need to determine an alternative strategy if an acquisition or strategic investment does not meet our expectations; • potential failure of our due diligence processes to identify significant issues with the acquired assets or company; and • impairment of relationships with, or loss of our acquired business’ employees, vendors and customers, as a result of our acquisition or investment.
Biggest changeThe integration of companies that have previously operated independently is complex and time consuming and may result in significant challenges, including, among others: retaining key employees; successfully integrating new employees, facilities, products, processes, operations, business models and systems, technology and sales and distribution channels; retaining customers and suppliers of the acquired business; minimizing the diversion of management’s and other employees’ attention from ongoing business matters; coordinating geographically separate organizations; consolidating research and development operations; consolidating corporate and administrative infrastructures; implementing controls, processes and policies appropriate for a public company at acquired companies that may have previously lacked such controls, processes and policies; and managing the increased scale, complexity and globalization of our business, operations and employee base. 24 Table of Contents Additional risks related to our acquisitions or strategic investments include, but are not limited to: • difficulty in combining the technology, products or operations of the acquired business with our business; • difficulty in integrating and retaining the acquired workforce, including key employees; • diversion of capital and other resources, including management’s attention; • assumption of liabilities and incurring amortization expenses, impairment charges to goodwill or write-downs of acquired assets; • integrating financial forecasting and controls, procedures and reporting cycles; • coordinating and integrating operations in countries in which we have not previously operated; • acquiring business challenges and risks, including, but not limited to, disputes with management and integrating international operations and joint ventures; • difficulty in realizing a satisfactory return, if any return at all; • difficulty in obtaining or inability to obtain governmental and regulatory consents and approvals, other approvals or financing; • the potential impact of complying with governmental or other regulatory restrictions placed on an acquisition; • the potential impact on our stock price and financial results if we are unable to obtain regulatory approval for an acquisition, are required to pay reverse breakup fees or are otherwise unable to close an acquisition; • failure and costs associated with the failure to consummate a proposed acquisition or other strategic investment; • legal proceedings initiated as a result of an acquisition or investment; • the potential for our acquisitions to result in dilutive issuances of our equity securities; • the potential variability of the amount and form of any performance-based consideration; • uncertainties and time needed to realize the benefits of an acquisition or strategic investment, if at all; • negative changes in general economic conditions in the regions or the industries in which we or our acquired business operate; • the need to determine an alternative strategy if an acquisition or strategic investment does not meet our expectations; • potential failure of our due diligence processes to identify significant issues with the acquired assets or company; and • impairment of relationships with or loss of our acquired business’ employees, vendors and customers, as a result of our acquisition or investment.
If we do not keep pace with technological innovations or customers’ increasing technological requirements, we may not be able to enhance our existing products and our products may not be competitive, and our revenue and operating results may suffer. We operate in rapidly changing, highly competitive markets.
If we do not keep pace with technological innovations or customers’ increasing technological requirements, we may not be able to enhance our existing products, our products may not be competitive and our revenue and operating results may suffer. We operate in rapidly changing, highly competitive markets.
As a result of ongoing competition in the industries in which we operate and volatility in various economies around the world, we may achieve reduced market share, a reduced number of licenses or may experience tightening of customers’ operating budgets, difficulty or inability of our customers to pay our licensing fees, reduction in downstream demand, lengthening of the approval process for new products and licenses and consolidation among our customers.
Furthermore, as a result of ongoing competition in the industries in which we operate and volatility in various economies around the world, we may achieve reduced market share, a reduced number of licenses or may experience tightening of customers’ operating budgets, difficulty or inability of our customers to pay our licensing fees, reduction in downstream demand, lengthening of the approval process for new products and licenses and consolidation among our customers.
In addition, while some of our license agreements provide for fixed, quarterly royalty payments, many of our license agreements provide for volume-based royalties and may also be subject to caps on royalties or other adjustments in a given period. The sales volume and prices of our customers’ products in any given period can be difficult to predict.
In addition, while some of our license agreements provide for fixed royalty payments, many of our license agreements provide for volume-based royalties and may also be subject to caps on royalties or other adjustments in a given period. The sales volume and prices of our customers’ products in any given period can be difficult to predict.
In addition, we may be unsuccessful in any litigation if we have difficulty obtaining the cooperation of former employees and agents who were involved in our business during the relevant periods related to our litigation and are now needed to assist in cases or testify on our behalf.
In addition, we may be unsuccessful in any litigation, including if we have difficulty obtaining the cooperation of former employees and agents who were involved in our business during the relevant periods related to our litigation and are now needed to assist in cases or testify on our behalf.
There can be no assurance, however, that: • any current or future U.S. or foreign patent applications will be approved and not be challenged by third parties; • our issued patents will protect our IP and not be challenged by third parties; • the validity of our patents will be upheld; • our patents will not be declared unenforceable; • the patents of others will not have an adverse effect on our ability to do business; 25 Table of Contents • Congress or the U.S. courts or foreign countries will not change the nature or scope of rights afforded patents or patent owners or alter in an adverse way the process for seeking or enforcing patents; • changes in law will not be implemented, or changes in interpretation of such laws will occur, that will affect our ability to license, protect and/or enforce our patents and other IP; • new legal theories and strategies utilized by our competitors will not be successful; • others will not independently develop similar or competing chip interfaces or design around any patents that may be issued to us; or • factors such as difficulty in obtaining cooperation from inventors, pre-existing challenges or litigation or license or other contract issues will not present additional challenges in securing protection with respect to patents and other IP that we acquire.
There can be no assurance, however, that: • any current or future U.S. or foreign patent applications will be approved and not be challenged by third parties; • our issued patents will protect our IP and not be challenged by third parties; • the validity of our patents will be upheld; • our patents will not be declared unenforceable; • the patents of others will not have an adverse effect on our ability to do business; • Congress or the U.S. courts or foreign countries will not change the nature or scope of rights afforded patents or patent owners or alter in an adverse way the process for seeking or enforcing patents; • changes in law will not be implemented, or changes in interpretation of such laws will occur, that will affect our ability to license, protect and/or enforce our patents and other IP; • new legal theories and strategies utilized by our competitors will not be successful; • others will not independently develop similar or competing chip interfaces or design around any patents that may be issued to us; or • factors such as difficulty in obtaining cooperation from inventors, pre-existing challenges or litigation or license or other contract issues will not present additional challenges in securing protection with respect to patents and other IP that we acquire.
Pursuant to such provisions: • our board of directors is authorized, without prior stockholder approval, to create and issue preferred stock, commonly referred to as “blank check” preferred stock, with rights senior to those of common stock, which means that a stockholder rights plan could be implemented by our board; • our board of directors is staggered into two classes, only one of which is elected at each annual meeting; • stockholder action by written consent is prohibited; 28 Table of Contents • nominations for election to our board of directors and the submission of matters to be acted upon by stockholders at a meeting are subject to advance notice requirements, including compliance with the “universal proxy rules” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for nominations for election to the board of directors or for proposing matters that can be acted upon at stockholder meetings; • certain provisions in our amended and restated certificate of incorporation and amended and restated bylaws, such as notice to stockholders, the ability to call a stockholder meeting, advance notice requirements and action of stockholders by written consent may only be amended with the approval of stockholders holding 66 2/3% of our outstanding voting stock; • our stockholders have no authority to call special meetings of stockholders; and • our board of directors is expressly authorized to make, alter or repeal our bylaws.
Pursuant to such provisions: • our board of directors is authorized, without prior stockholder approval, to create and issue preferred stock, commonly referred to as “blank check” preferred stock, with rights senior to those of common stock, which means that a stockholder rights plan could be implemented by our board; • our board of directors is staggered into two classes, only one of which is elected at each annual meeting; • stockholder action by written consent is prohibited; • nominations for election to our board of directors and the submission of matters to be acted upon by stockholders at a meeting are subject to advance notice requirements, including compliance with the “universal proxy rules” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for nominations for election to the board of directors or for proposing matters that can be acted upon at stockholder meetings; • certain provisions in our amended and restated certificate of incorporation and amended and restated bylaws, such as notice to stockholders, the ability to call a stockholder meeting, advance notice requirements and action of stockholders by written consent may only be amended with the approval of stockholders holding 66 2/3% of our outstanding voting stock; • our stockholders have no authority to call special meetings of stockholders; and • our board of directors is expressly authorized to make, alter or repeal our bylaws.
To the extent inflation results in rising interest rates and has other adverse effects on the market, it may adversely affect our consolidated financial condition and results of operations.
To the extent inflation results in rising interest rates or has other adverse effects on the market, it may adversely affect our consolidated financial condition and results of operations.
As a result of the necessary interdependence within our network of manufacturing and packaging facilities, an operational disruption at one of our or a subcontractor’s facilities may have a disproportionate impact on our ability to produce many of our products. 17 Table of Contents From time to time, there have been disruptions in our subcontractors’ operations as a result of power outages, improperly functioning equipment, disruptions in supply of raw materials or components or equipment failures.
As a result of the necessary interdependence within our network of manufacturing and packaging facilities, an operational disruption at one of our or a subcontractor’s facilities may have a disproportionate impact on our ability to produce many of our products. 21 Table of Contents From time to time, there have been disruptions in our subcontractors’ operations as a result of power outages, improperly functioning equipment, disruptions in supply of raw materials or components or equipment failures.
Therefore, we typically rely on the accuracy of the reports from customers without independently verifying the information in them. Our failure to audit our customers’ books and records may result in our receiving more or less royalty revenue than we are entitled to under the terms of our license agreements.
Therefore, we typically rely on the accuracy of the reports from customers without independently verifying the information in them. Our failure to audit our customers’ books and records may result in our receiving more or less royalties revenue than we are entitled to under the terms of our license agreements.
While we are not currently involved in IP litigation, any future litigation, whether or not determined in our favor or settled by us, would be expected to be costly, may cause delays applicable to our business (including delays in negotiating licenses with other actual or potential customers), would be expected to discourage future design partners, would tend to impair adoption of our existing technologies and would divert the efforts 24 Table of Contents and attention of our management and technical personnel from other business operations.
While we are not currently involved in IP litigation, any future litigation, whether or not determined in our favor or settled by us, would be expected to be costly, may cause delays applicable to our business (including delays in negotiating licenses with other actual or potential customers), would be expected to discourage future design partners, would tend to impair adoption of our existing technologies and would divert the efforts and attention of our management and technical personnel from other business operations.
International Trade Commission have also recently taken certain actions and issued rulings that have been viewed as unfavorable to patentees.
International Trade Commission have also taken certain actions and issued rulings that have been viewed as unfavorable to patentees.
The trading price of our common stock may fluctuate widely due to various factors, including, but not limited to, actual or anticipated fluctuations in our financial condition and operating results, changes in financial forecasts or estimates by us or financial or other market estimates and ratings by securities and other analysts, changes in our capital structure, including issuance of additional debt or equity to the public, interest rate changes, regulatory changes, news regarding our products or products of our competitors and broad market and industry fluctuations.
The trading price of our common stock may fluctuate widely due to various factors, including, but not limited to, actual or anticipated fluctuations in our financial condition and operating results, changes in financial forecasts or estimates by us or financial or other market estimates and 33 Table of Contents ratings by securities and other analysts, changes in our capital structure, including issuance of additional debt or equity to the public, interest rate changes, regulatory changes, news regarding our products or products of our competitors and broad market and industry fluctuations.
If we overbuild inventory in a period of decreased demand, or we expand our operations too rapidly or procure excessive resources in anticipation of increased demand for our products, and that demand does not materialize at the pace at which we expect, or declines, our operating results may be adversely affected as a result of charges related to obsolete inventory, inventory write-downs, increased operating expenses or reduced margins.
If we overbuild inventory in a period of decreased demand, or if we expand our operations too rapidly or procure excessive resources in anticipation of increased demand for our products, including in relation to AI, and that demand does not materialize at the pace at which we expect, or declines, our operating results may be adversely affected as a result of charges related to obsolete inventory, inventory write-downs, increased operating expenses or reduced margins.
If we cannot find another source of royalties to replace the royalties from those license agreements that convert to fully paid-up licenses, our results of operations following such conversion could be adversely affected. Future revenue is difficult to predict for several reasons, and our failure to predict revenue or revenue trends accurately may result in our stock price declining.
If we cannot find another source of royalties to replace the royalties from those license agreements that convert to fully paid-up licenses, our results of operations following such conversion could be adversely affected. 17 Table of Contents Future revenue is difficult to predict for several reasons, and our failure to predict revenue or revenue trends accurately may result in our stock price declining.
Risks Associated with Our Business Operations Our business and operations could suffer in the event of physical and cybersecurity breaches and incidents. Attempts by others to gain unauthorized access to and disrupt our information technology systems are becoming more sophisticated.
Risks Associated with Our Business Operations Our business and operations could suffer in the event of physical and cybersecurity breaches and incidents. Attempts by others to gain unauthorized access to and disrupt our information technology systems and IP assets are becoming more sophisticated.
If a successful claim is made against us and we are unable to develop or license alternative technology, our business, financial condition, operating results and cash flows could be materially adversely affected. 26 Table of Contents Any dispute regarding our products or services may require us to indemnify certain customers, the cost of which could severely hamper our business operations and financial condition.
If a successful claim is made against us and we are unable to develop or license alternative technology, our business, financial condition, operating results and cash flows could be materially adversely affected. Any dispute regarding our products or services may require us to indemnify certain customers, the cost of which could severely hamper our business operations and financial condition.
While we have managed prior product transitions and have previously sold multiple generations of products at the same time, these transitions are difficult to forecast and may result in under-supply or over-supply of inventory by product generation, which may negatively impact revenue and inventory reserves. Our business is dependent on distributors to service our end customers.
While we have managed prior product transitions and have previously sold multiple generations of products at the 16 Table of Contents same time, these transitions are difficult to forecast and may result in under-supply or over-supply of inventory by product generation, which may negatively impact revenue and inventory reserves. Our business is dependent on distributors to service our end customers.
It is possible that a court could find these types of provisions to be inapplicable or unenforceable, and if a court were to find either exclusive-forum provision in our amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could seriously harm our business.
It is possible that a court could find these types of provisions to be inapplicable or unenforceable, and if a court were to find either exclusive-forum provision in our amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could seriously harm our business. 35 Table of Contents
Any of the foregoing items could have a material adverse effect on our operating results and financial condition. 11 Table of Contents We may not be successful with new product introduction and/or expanding into new markets. Various target markets for our products, such as AI, may develop slower than anticipated or could utilize competing technologies.
Any of the foregoing items could have a material adverse effect on our operating results and financial condition. We may not be successful with new product introduction and/or expanding into new markets. Various target markets for our products, such as AI, may develop slower than anticipated or could utilize competing technologies.
The principal factors and uncertainties that make investing in our company risky include, among others: • We have traditionally operated in, and may enter other, industries that are highly cyclical and competitive. • Much of our revenue is concentrated in a few customers, and if we lose any of these customers through contract terminations, acquisitions or other means, our revenue may decrease substantially. • Products that fail to meet their specifications or are defective could impose significant costs on us or result in loss of business. • We may not be successful with new product introductions and/or expanding into new markets. • If we do not keep pace with technological innovations or customers’ increasing technological requirements, we may not be able to enhance our existing products and our products may not be competitive, and our revenue and operating results may suffer. • If our customers do not incorporate our technologies into their products, or if our customers’ products are not commercially successful, our business would suffer. • We purchase inventory in advance based on expected demand for our products, and if demand is not as expected, we may have insufficient or excess inventory, which could adversely impact our financial condition. • Our business is dependent on distributors to service our end customers. • A meaningful portion of our future revenue depends on sustaining or growing our licensing revenue and the failure to achieve such revenue would lead to a material decline in our results of operations. • Our licensing cycle is lengthy and costly, and our marketing and licensing efforts may be unsuccessful. • Some of our license agreements may convert from royalty generating to fully paid-up licenses at the expiration of their terms, or upon certain milestones, and we may not receive royalties after that time. • Future revenue is difficult to predict for several reasons, and our failure to predict revenue or revenue trends accurately may result in our stock price declining. • We may fail to meet our publicly announced guidance or other expectations about our business, which would likely cause our stock price to decline. • A substantial portion of our revenue is derived from sources outside of the United States and this revenue and our business generally are subject to risks related to international operations that are often beyond our control. • Weak global economic conditions may adversely affect demand for the products and services of our customers and could otherwise harm our business. • Our operations are subject to the effects of inflation. • We rely on third parties for a variety of services, including manufacturing, and these third parties’ failure to perform these services adequately or change our allocation of their services/capacity due to industry or other pressures could materially and adversely affect our business. • Our business and operations could suffer in the event of physical and cybersecurity breaches and incidents. • We have in the past made and may in the future make acquisitions or enter into mergers, strategic investments, sales of assets, divestitures or other arrangements that may not produce expected operational benefits or operating and financial results. • If we are unable to attract and retain qualified personnel globally, our business and operations could suffer. • Our operations are subject to risks of natural disasters, acts of war, terrorism, widespread illness or security breaches or incidents at our domestic and international locations, any one of which could result in a business stoppage and negatively affect our operating results. • In the future, we may fail to maintain an effective system of internal control over financial reporting or adequate disclosure controls and procedures, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations. 8 Table of Contents • Unanticipated changes in our tax rates or in the tax laws, treaties and regulations could expose us to additional income tax liabilities, which could affect our operating results and financial condition. • We are subject to various government restrictions and regulations, including on the sale of products and services that use encryption and other technology, those related to privacy, other consumer protection matters, other import/export controls and national security matters. • Litigation and government proceedings could affect our business in materially negative ways. • If we are unable to protect our inventions successfully through the issuance and enforcement of patents, our operating results could be adversely affected. • Third parties may claim that our products or services infringe on their intellectual property (“IP”) rights, exposing us to litigation that, regardless of merit, may be costly to defend. • Warranty, service level agreement and product liability claims brought against us could cause us to incur significant costs and adversely affect our operating results, as well as our reputation and relationships with customers. • Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses. 9 Table of Contents Risks Associated with Our Business, Industry and Market Conditions We have traditionally operated in, and may enter other, industries that are highly cyclical and competitive.
The principal factors and uncertainties that make investing in our company risky include, among others: • We have traditionally operated in, and may enter other, industries that are highly cyclical and competitive. • Much of our revenue is concentrated in a few customers, and if we lose any of these customers through contract terminations, acquisitions or other means, our revenue may decrease substantially. • Products that fail to meet their specifications or are defective could impose significant costs on us or result in loss of business. • We may not be successful with new product introductions and/or expanding into new markets. • If we do not keep pace with technological innovations or customers’ increasing technological requirements, we may not be able to enhance our existing products, our products may not be competitive and our revenue and operating results may suffer. • If our customers do not incorporate our technologies into their products, or if our customers’ products are not commercially successful, our business would suffer. • We purchase inventory in advance based on expected demand for our products, and if demand is not as expected, we may have insufficient or excess inventory, which could adversely impact our financial condition. • Our business is dependent on distributors to service our end customers. • A meaningful portion of our future revenue depends on sustaining or growing our licensing revenue and the failure to achieve such revenue would lead to a material decline in our results of operations. • Our licensing cycle is lengthy and costly, and our marketing and licensing efforts may be unsuccessful. • Some of our license agreements may convert from royalty generating to fully paid-up licenses at the expiration of their terms or upon certain milestones, and we may not receive royalties after that time. • Future revenue is difficult to predict for several reasons, and our failure to predict revenue or revenue trends accurately may result in our stock price declining. • We may fail to meet our publicly announced guidance or other expectations about our business, which would likely cause our stock price to decline. • A substantial portion of our revenue is derived from sources outside of the United States and this revenue and our business generally are subject to risks related to international operations that are often beyond our control. • Weak global economic conditions, including as a result of tariffs or trade restrictions and relationships, may adversely affect demand for the products and services of our customers and could otherwise harm our business. • Our operations are subject to the effects of inflation. • We rely on third parties for a variety of services, including manufacturing, and these third parties’ failure to perform these services adequately or change our allocation of their services/capacity due to industry or other pressures could materially and adversely affect our business. • Our business and operations could suffer in the event of physical and cybersecurity breaches and incidents. • We have in the past made and may in the future make acquisitions or enter into mergers, strategic investments, sales of assets, divestitures or other arrangements that may not produce expected operational benefits or operating and financial results. 11 Table of Contents • If we are unable to attract and retain qualified personnel globally, our business and operations could suffer. • Our operations are subject to risks of natural disasters, acts of war, terrorism, widespread illness or security breaches or incidents at our domestic and international locations, any one of which could result in a business stoppage and negatively affect our operating results. • Unanticipated changes in our tax rates or in the tax laws, treaties and regulations could expose us to additional income tax liabilities, which could affect our operating results and financial condition. • We are subject to various government restrictions and regulations, including on the sale of products and services that use encryption and other technology, those related to privacy, other consumer protection matters, other import/export controls and national security matters. • Litigation and government proceedings could affect our business in materially negative ways. • If we are unable to protect our inventions successfully through the issuance and enforcement of patents, our operating results could be adversely affected. • Third parties may claim that our products or services infringe on their intellectual property (“IP”) rights, exposing us to litigation that, regardless of merit, may be costly to defend. • Warranty, service level agreement and product liability claims brought against us could cause us to incur significant costs and adversely affect our operating results, as well as our reputation and relationships with customers. • Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses.
If our customers and distributors do not manage their inventory correctly or misjudge their customers’ demand, our shipments to and orders from our customers and distributors may vary significantly, and we may have difficulty forecasting our inventory levels, which could reduce our product revenue, result 14 Table of Contents in inventory write offs, and adversely affect our financial condition and results of operations.
If our customers and distributors do not manage their inventory correctly or misjudge their customers’ demand, our shipments to and orders from our customers and distributors may vary significantly, and we may have difficulty forecasting our inventory levels, which could reduce our product revenue, result in inventory write offs and adversely affect our financial condition and results of operations.
In addition, climate change may pose physical risks to our manufacturing facilities or our suppliers’ facilities, including increased extreme weather events that could result in supply delays or disruptions. Other events, including political or public health crises, such as an outbreak of contagious diseases like COVID-19, may also affect our subcontractors’ production capabilities.
In addition, climate change may pose physical risks to our manufacturing facilities or our suppliers’ facilities, including increased extreme weather events that could result in supply delays or disruptions. Other events, including political or public health crises, such as an outbreak of contagious diseases, may also affect our subcontractors’ production capabilities.
As a result of such obligations, we may be required to license our patents or other IP to others in the future, which could limit the value of the patents and effectiveness of our patents against competitors. 27 Table of Contents Risks Associated with Capitalization Matters The price of our common stock may continue to fluctuate.
As a result of such obligations, we may be required to license our patents or other IP to others in the future, which could limit the value of the patents and effectiveness of our patents against competitors. Risks Associated with Capitalization Matters The price of our common stock may continue to fluctuate.
If the benefits of our technology do not match the price premium charged by our customers, the resulting decline in sales of products incorporating our technology could harm our operating results. Our customers often require our products to undergo a lengthy and expensive qualification process which does not assure product sales.
If the benefits of our technology do not match the price 13 Table of Contents premium charged by our customers, the resulting decline in sales of products incorporating our technology could harm our operating results. Our customers often require our products to undergo a lengthy and expensive qualification process which does not assure product sales.
Our ability to generate significant revenue from new markets will depend on various factors, including the development and growth of these markets; the ability of our technologies and products to address the needs of these markets; the price and performance requirements of our customers, and the preferences of end users; and our ability to provide our customers with products that provide advantages compared with alternative products.
Our ability to generate significant revenue from new markets will depend on various factors, including the development and growth of these markets; the ability of our technologies and products to address the needs of these markets; the price and 14 Table of Contents performance requirements of our customers and the preferences of end users; and our ability to provide our customers with products that provide advantages compared with alternative products.
Some of these third parties are, and may be, our sole manufacturer or sole source of certain production materials and may be located in regions subject to geopolitical uncertainty ( e.g. , tensions between China and Taiwan and evolving export/import and national security restrictions).
Some of these third parties are, and may be, our sole manufacturer or sole source of certain 20 Table of Contents production materials and may be located in regions subject to geopolitical uncertainty ( e.g. , tensions between China and Taiwan and evolving export/import and national security restrictions).
The growth of our business depends in part on the use of our IP in the products of third-party manufacturers, and our ability to enforce IP rights against them to obtain appropriate compensation. In addition, effective trade secret protection may be unavailable or limited in certain foreign countries.
The growth of our business depends in part on the use of our IP in the products of third parties and our ability to enforce IP rights against them to obtain appropriate compensation. In addition, effective trade secret protection may be unavailable or limited in certain foreign countries.
We cannot be assured that our customers’ products will be commercially successful over time or at all as a result of factors beyond our control. If products incorporating our technologies are not commercially successful or experience rapid decline, our revenue and business will suffer.
We cannot be assured that our customers’ products will be commercially successful 15 Table of Contents over time or at all as a result of factors beyond our control. If products incorporating our technologies are not commercially successful or experience rapid decline, our revenue and business will suffer.
While we would seek to ensure the accuracy of such representations and warranties and fulfillment of any ongoing obligations, we may not be completely successful and consequently may be subject to claims by a purchaser of such assets or related erosion of revenue or loss of customers.
While we would seek to ensure the accuracy of such 25 Table of Contents representations and warranties and fulfillment of any ongoing obligations, we may not be completely successful and consequently may be subject to claims by a purchaser of such assets or related erosion of revenue or loss of customers.
We believe some of the competition for our technologies may come from our prospective customers, some of which are internally evaluating and developing products based on technologies that they contend or may contend will not require a license from us.
We believe some of the competition for our technologies may come from our prospective customers, some of which are internally evaluating and developing products 12 Table of Contents based on technologies that they contend or may contend will not require a license from us.
Additionally, there is ongoing uncertainty regarding the new U.S. presidential administration’s economic and other policies and priorities, such as potential changes in trade restrictions or relationships, tariffs and exchange controls, and potential retaliatory tariffs by other countries, which could impact the cost and/or sale of our products in any countries that are impacted.
Additionally, there is ongoing uncertainty regarding the current U.S. presidential administration’s economic and other policies, priorities and actions, such as potential changes in trade restrictions or relationships, tariffs and exchange controls, and potential retaliatory tariffs or actions by other countries, which could impact our business and the cost and/or sale of our products in any countries that are impacted.
Although we believe that our tax estimates are reasonable, the final determination of tax audits or tax disputes may be different from what is reflected in our historical income tax provisions, which could affect our operating results.
Although 28 Table of Contents we believe that our tax estimates are reasonable, the final determination of tax audits or tax disputes may be different from what is reflected in our historical income tax provisions, which could affect our operating results.
In addition, because the techniques used by hackers to access or sabotage our products and services and other technologies change and evolve frequently and generally are not recognized until launched against a target, we may be unable to anticipate, detect or prevent these techniques and may not address them in our data security technologies.
In addition, because the techniques used by hackers to access or sabotage our products and services and other technologies change and evolve frequently and 23 Table of Contents generally are not recognized until launched against a target, we may be unable to anticipate, detect or prevent these techniques and may not address them in our data security technologies.
Acts of terrorism, climate-change related risk, widespread illness or global pandemics, international conflict, war and any event that causes failures or interruption in our network infrastructure and technology systems could have a negative effect at our international and domestic facilities and could harm our business, financial condition and operating results.
Acts of terrorism, climate-change related risk, widespread illness or global pandemics, international conflict, war and any event that causes failures or interruption in our network infrastructure, technology systems or supply chain could have a negative effect at our international and domestic facilities and/or those of our suppliers and could harm our business, financial condition and operating results.
Our international operations and revenue are subject to a variety of risks that are beyond our control, including: • hiring, maintaining and managing a workforce and facilities remotely and under various legal systems, including compliance with local labor and employment laws; • non-compliance with our code of conduct or other corporate policies; • compliance with and international laws involving international operations, including the Foreign Corrupt Practices Act of 1977, as amended, sanctions and anti-corruption laws, export and import laws and similar rules and regulations; • natural disasters, acts of war, terrorism, widespread global pandemics or illness, such as COVID-19 and its variants, or security breaches or incidents; • export controls, tariffs, import and licensing restrictions, climate-change regulations and other trade barriers; • profits, if any, earned abroad being subject to local tax laws and not being repatriated to the United States or, if repatriation is possible, limited in amount; • adverse tax treatment of revenue from international sources and changes to tax laws and regulations, including being subject to foreign tax laws and being liable for paying withholding, income or other taxes in foreign jurisdictions; 15 Table of Contents • longer payment cycles and greater difficulty in collecting accounts receivable; • unanticipated changes in foreign government laws and regulations, including imposition of bans on sales of goods or services to one or more of our significant foreign customers; • increased financial accounting and reporting burdens and complexities; • lack of protection of our IP and other contract rights by jurisdictions in which we may do business to the same extent as the laws of the United States; • potential vulnerability to computer system, internet or other systemic attacks, such as denial of service, viruses or other malware which may be caused by criminals, terrorists or other groups or sophisticated organizations; • social, political and economic instability; • geopolitical instability, including changes in diplomatic and trade relationships, in particular with China and Taiwan, and potentially in Israel and the Middle East; • disruptions in global logistics, including air, waterway and other delivery methods; and • cultural differences in the conduct of business both with customers and in conducting business in our international facilities and international sales offices.
Our international operations and revenue are subject to a variety of risks that are beyond our control, including: • hiring, maintaining and managing a workforce and facilities remotely and under various legal systems, including compliance with local labor and employment laws; • non-compliance with our code of conduct or other corporate policies; • compliance with international laws involving international operations, including the FCPA, sanctions and anti-corruption laws, export and import laws and similar rules and regulations; • natural disasters, acts of war, terrorism, widespread global pandemics or illness, or security breaches or incidents; • export controls, tariffs, import and licensing restrictions, climate-change regulations and other trade barriers; • profits, if any, earned abroad being subject to local tax laws and not being repatriated to the United States or, if repatriation is possible, limited in amount; • adverse tax treatment of revenue from international sources and changes to tax laws and regulations, including being subject to foreign tax laws and being liable for paying withholding, income or other taxes in foreign jurisdictions; • longer payment cycles and greater difficulty in collecting accounts receivable; • unanticipated changes in foreign government laws and regulations, including imposition of bans on sales of goods or services to one or more of our significant foreign customers; • increased financial accounting and reporting burdens and complexities; • lack of protection of our IP and other contract rights by jurisdictions in which we may do business to the same extent as the laws of the United States; • potential vulnerability to computer system, internet or other systemic attacks, such as denial of service, viruses or other malware which may be caused by criminals, terrorists or other groups or sophisticated organizations; • social, political and economic instability; • geopolitical instability, including changes in diplomatic and trade relationships, in particular with China and Taiwan, and potentially in Europe, South Korea, Central and South America, Israel, Iran and the Middle East; • disruptions in global logistics, including air, waterway and other delivery methods; and • cultural differences in the conduct of business both with customers and in conducting business in our international facilities and international sales offices.
For the years ended December 31, 2024, 2023 and 2022, revenue from our international customers constituted approximately 64%, 62% and 39%, respectively, of our total consolidated revenue. We expect that future revenue derived from international sources will continue to represent a significant portion of our total revenue.
For the years ended December 31, 2025, 2024 and 2023, revenue from our international customers constituted approximately 82%, 64% and 62%, respectively, of our total consolidated revenue. We expect that future revenue derived from international sources will continue to represent a significant portion of our total revenue.
For example, we acquired Hardent, Inc. in May 2022. We also divested our PHY IP group in September 2023. Many of our acquisitions or strategic investments entail a high degree of risk, including those involving new areas of technology and such investments may not become accretive for several years after the date of the investment, if at all.
For example, we divested our PHY IP group in September 2023. Many of our acquisitions or strategic investments entail a high degree of risk, including those involving new areas of technology and such investments may not become accretive for several years after the date of the investment, if at all.
Our top five customers for each reporting period represented approximately 62% of our consolidated revenue for both the years ended December 31, 2024 and 2023 and 58% of our consolidated revenue for the year ended December 31, 2022. We expect to continue to experience significant revenue concentration for the foreseeable future.
Our top five customers for each reporting period represented approximately 66% of our consolidated revenue for the year ended December 31, 2025 and 62% of our consolidated revenue for both the years ended December 31, 2024 and 2023. We expect to continue to experience significant revenue concentration for the foreseeable future.
Any adjustment that reduces royalties from current customers or licensees may have a material adverse effect on our operating results and financial condition. 10 Table of Contents We continue to negotiate with customers and prospective customers to enter into license agreements.
Any adjustment that reduces royalties from current customers or licensees may have a material adverse effect on our operating results and financial condition. We continue to negotiate with customers and prospective customers to enter into license agreements.
We cannot predict the actions government entities may take in this context and may be unable to quickly offset or effectively react to government actions that restrict our ability to sell to certain customers or in certain jurisdictions.
We cannot predict the actions government entities 18 Table of Contents may take in this context and may be unable to quickly offset or effectively react to government actions that restrict our ability to sell to certain customers or in certain jurisdictions.
Should a catastrophe disable our facilities, we do not have readily available alternative facilities from which we could conduct our business, so any resultant work stoppage could have a negative effect on our operating results.
Should a catastrophe disable our facilities, we do not have readily available alternative facilities from which we could conduct our business, so any resultant 26 Table of Contents work stoppage could have a negative effect on our operating results.
This could result in us incurring charges for obsolete or excess inventory, or we may not fully recover our costs, which would reduce 13 Table of Contents our gross margin. Violations of the Foreign Corrupt Practices Act, export controls and sanction laws, or similar laws, by our distributors could also have a material adverse impact on our business.
This could result in us incurring charges for obsolete or excess inventory, or we may not fully recover our costs, which would reduce our gross margin. Violations of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), export controls and sanction laws, or similar laws, by our distributors could also have a material adverse impact on our business.
Any breaches, defects, errors or vulnerabilities in our products and services could result in: • expenditure of significant financial and research and development resources in efforts to analyze, correct, eliminate or work around breaches, errors, bugs or defects or to address and eliminate vulnerabilities; • financial liability to customers for breach of certain contract provisions, including indemnification obligations; • loss of existing or potential customers; • product shipment restrictions or prohibitions to certain customers; • delayed or lost revenue; • delay or failure to attain market acceptance; • negative publicity, which would harm our reputation; and • litigation, regulatory inquiries or investigations that would be costly and harm our reputation. 19 Table of Contents Changes in accounting principles and guidance could result in unfavorable accounting charges or effects.
Any breaches, defects, errors or vulnerabilities in our products and services could result in: • expenditure of significant financial and research and development resources in efforts to analyze, correct, eliminate or work around breaches, errors, bugs or defects or to address and eliminate vulnerabilities; • financial liability to customers for breach of certain contract provisions, including indemnification obligations; • loss of existing or potential customers; • product shipment restrictions or prohibitions to certain customers; • delayed or lost revenue; • delay or failure to attain market acceptance; • negative publicity, which would harm our reputation; and • litigation, regulatory inquiries or investigations that would be costly and harm our reputation.
Some of these factors include: • any progress, or lack of progress, real or perceived, in the development of products that incorporate our innovations and technology companies’ acceptance of our products, including the results of our efforts to expand into new target markets; • our signing or not signing new licenses or renewing existing licenses, and the loss of strategic relationships with any customer; • announcements of technological innovations or new products by us, our customers or our competitors; • changes in our strategies, including changes in our licensing focus and/or acquisitions or dispositions of companies or businesses with business models or target markets different from our core; • changes in macroeconomic conditions, increased risk of recession and geopolitical issues, including the effects of tensions between China and Taiwan, and potentially in Israel and the Middle East; • positive or negative reports by securities analysts as to our expected financial results and business developments; • developments with respect to patents or proprietary rights and other events or factors; • new litigation and the unpredictability of litigation results or settlements; • repurchases of our common stock on the open market; • issuance of additional securities by us, including in acquisitions, or large cash payments, including in acquisitions; and • changes in accounting pronouncements.
Some of these factors include: • any progress, or lack of progress, real or perceived, in the development or sale of products that incorporate our innovations and technology companies’ acceptance of our products, including the results of our efforts to expand into new target markets, such as those related to AI; • our signing or not signing new licenses or renewing existing licenses, and the loss of strategic relationships with any customer; • announcements of technological innovations or new products by us, our customers or our competitors; • changes in our strategies, including changes in our licensing focus and/or acquisitions or dispositions of companies or businesses with business models or target markets different from our core; • changes in macroeconomic conditions, increased risk of recession and geopolitical issues, including changes in diplomatic and trade relationships, in particular with China, Taiwan and Central and South America, and potentially in Europe, South Korea, Israel, Iran and the Middle East; • positive or negative reports by securities analysts as to our expected financial results and business developments; • developments with respect to patents or proprietary rights and other events or factors; • new litigation and the unpredictability of litigation results or settlements; • repurchases of our common stock on the open market; • issuance of additional securities by us, including in acquisitions, or large cash payments, including in acquisitions; and • changes in accounting pronouncements.
We are subject to a variety of laws and regulations in the United States, the European Union and other countries that involve, for example, user privacy, data protection and security, content and consumer protection.
We are subject to a variety of laws and regulations in the United States, the European Union and other jurisdictions that involve, for example, user privacy, data protection and security, content, consumer protection and “conflict minerals” disclosure.
Many of these companies are larger and may have better access to financial, technical and other resources than we possess and may be able to develop and advance competitive products more effectively.
Many of these companies are larger and may have better access to financial, technical and other resources than we possess and may be able to develop and advance competitive products more effectively, including through the use of AI.
An extended period of global supply chain and economic disruption could have a material negative impact on our business, results of operations, access to sources of liquidity and financial condition, though the full extent and duration is uncertain.
An extended period of global supply chain and economic disruption, including as a result of tariffs or trade restrictions, could have a material negative impact on our business, results of operations, access to sources of liquidity and financial condition, though the full extent and duration is uncertain.
Our customers and distributors may also fail to place orders or cancel orders for many reasons, including but not limited to trends in the global economy, business challenges, supply chain constraints, longer than expected inventory digestion or other changes in their business requirements.
Our customers and distributors may also fail to place orders or cancel orders for many reasons, including but not limited to trends in the global economy, including as a result of tariffs or trade restrictions or relationships, business challenges, supply chain constraints, longer than expected inventory digestion or other changes in their business requirements.
These attempts, which might be related to industrial or other espionage, may include covertly introducing malware to our computers and networks (or those of our customers) and impersonating authorized users, phishing attempts and other forms of social engineering, employee or contractor malfeasance, denial of service attacks and ransomware attacks, among others.
These attempts, which might be related to industrial or other espionage, may include (to Rambus, our customers and/or our third-party service providers), covertly introducing malware to our computers and networks and impersonating authorized users, phishing attempts and other forms of social engineering, employee or contractor malfeasance, 22 Table of Contents denial of service attacks and ransomware attacks, among others.
We prepare our financial statements in accordance with accounting principles generally accepted in the United States and these principles are subject to interpretation by the SEC, the Financial Accounting Standards Board (“FASB”) and various bodies formed to interpret and create appropriate accounting principles and guidance.
Changes in accounting principles and guidance could result in unfavorable accounting charges or effects. We prepare our financial statements in accordance with accounting principles generally accepted in the United States and these principles are subject to interpretation by the SEC, the Financial Accounting Standards Board (“FASB”) and various bodies formed to interpret and create appropriate accounting principles and guidance.
Current and future uncertainty in the worldwide economy due to inflation, geopolitics, major central bank policies, including interest rate changes, public health crises or other global factors, could adversely affect our business.
Our operations and performance depend significantly on worldwide economic conditions. Current and future uncertainty in the worldwide economy due to inflation, geopolitics, major central bank policies, including interest rate changes, public health crises or other global factors, could adversely affect our business.
Trade-related government actions, whether implemented by the United States, China, the European Union or other countries, that impose barriers or restrictions impacting our ability to sell or ship products to certain customers may have a negative impact on our financial condition and results of operations.
Trade-related government actions, including changes in trade restrictions or relationships, tariffs and exchange controls, and potential retaliatory tariffs or actions by other countries, whether implemented by the United States, China, the European Union or other countries, that impose barriers or restrictions impacting our ability to sell or ship products to certain customers may have a negative impact on our financial condition and results of operations.
Additionally, our information systems may not support new business models and initiatives and significant 22 Table of Contents investments could be required in order to upgrade them.
Additionally, our information systems may not support new business models and initiatives, including with respect to 27 Table of Contents AI, and significant investments could be required in order to upgrade them.
We place orders with our manufacturers based on existing and expected orders from our customers and distributors for particular products. We are also subject to increased inventory risks and costs because we build our products based on forecasts provided by our customers and distributors before receiving purchase orders for the product.
We are also subject to increased inventory risks and costs because we build our products based on forecasts provided by our customers and distributors before receiving purchase orders for the product.
Our business model continues to transform towards greater reliance on product revenue. We could experience a slowdown in our customers’ demand for our products in the near term; however, we anticipate our memory interface chips will contribute to continued long-term growth.
Our business model continues to transform towards greater reliance on product revenue. We could experience a slowdown in our customers’ demand for our products in the near term, including if we or our customers overestimate the demand for AI-based solutions in the future; however, we anticipate our memory interface chips will contribute to continued long-term growth.
A transition by our customers to different business models could also result in reduced revenue. We cannot guarantee that we will be successful in keeping pace with all, or any, of the customer trends. Any investments made to enhance or develop new technologies that are not successful could have an adverse effect on our operating results and financial condition.
We cannot guarantee that we will be successful in keeping pace with all, or any, of the customer trends. Any investments made to enhance or develop new technologies that are not successful could have an adverse effect on our operating results and financial condition.
Our data, corporate systems, third-party systems and security measures and those of our customers or the third parties that support us or our services may be subject to breaches or intrusions due to the actions of outside parties, employee error, malfeasance, a combination of these or otherwise, including social engineering and employee and contractor error or malfeasance, especially as certain of our 18 Table of Contents employees engage in work from home arrangements, and, as a result, an unauthorized party may obtain access to our systems, networks or data, including IP and confidential business information of ourselves and our customers.
Our data, corporate systems, third-party systems and security measures and those of our customers or the third parties that support us or our services may be subject to breaches or intrusions due to the actions of outside parties, employee error, malfeasance, a combination of these or otherwise, including social engineering and employee and contractor error or malfeasance, especially as certain of our employees engage in work from home arrangements.
Existing and proposed laws and regulations relating to these matters can be costly and challenging to comply with and can delay or impede the development of new products, result in negative publicity, increase our operating costs and subject us to claims or other remedies.
Existing and proposed laws and regulations relating 29 Table of Contents to these matters can be costly and challenging to comply with and can delay or impede the development of new products, result in negative publicity, increase our operating costs and subject us to claims or other remedies. Litigation and government proceedings could affect our business in materially negative ways.
We use open source software in our services and we intend to continue to use open source software in the future. From time to time, there have been claims challenging the ownership of open source software against companies that incorporate open source software into their products or alleging that these companies have violated the terms of an open source license.
From time to time, there have been claims challenging the ownership of open source software against companies that incorporate open source software into their products or alleging that these companies have violated the terms of an open source license.
We may incur costs in any particular period before any associated revenue stream begins, if at all. If our marketing and sales efforts are very lengthy or unsuccessful, then we may face a material adverse effect on our business and results of operations as a result of failure to obtain, or an undue delay in obtaining, royalties.
If our marketing and sales efforts are very lengthy or unsuccessful, then we may face a material adverse effect on our business and results of operations as a result of failure to obtain, or an undue delay in obtaining, royalties.
While we seek to manage these transitions carefully, including by establishing strong processes and procedures and succession planning, such changes may result in a loss of institutional knowledge and cause disruptions to our business.
Any changes in our senior management team in particular, even in the ordinary course of business, may be disruptive to our business. While we seek to manage these transitions carefully, including by establishing strong processes and procedures and succession planning, such changes may result in a loss of institutional knowledge and cause disruptions to our business.
Because we provide memory interface chips, among others, that are used in end products and systems, demand for our products is influenced by the demand for end products sold by our customers or via distributors. As a result, we may have difficulty in accurately forecasting our product revenue.
Because we provide memory interface chips, among others, that are used in end products and systems, demand for our products is influenced by the demand for end products sold by our customers or via distributors.
The United States has recently experienced historically high levels of inflation. While inflation rates have moderated in recent quarters, if the inflation rate increases again as a result of increases in the costs of labor and supplies, it will affect our expenses, such as employee compensation and research and development charges.
The United States has previously experienced historically high levels of inflation. If the inflation rate increases again as a result of increases in the costs of labor and supplies, it will affect our expenses, such as employee compensation and research and development charges. Research and development expenses account for a significant portion of our operating expenses.
Certain software and/or IP blocks that we use in or with some of our products are licensed from third parties and, for that reason, may not be available to us in the future; this has the potential to delay product development and production or cause us to incur additional expense, which could materially adversely affect our business, financial condition, operating results and cash flow.
This has the potential to delay product development and production or cause us to incur additional expense, which could materially adversely affect our business, financial condition, operating results and cash flow. Some of our products and services contain or function with software and/or IP blocks licensed from third parties.
Our inability to protect the IP we create and own would cause our business to suffer. We rely primarily on a combination of license, development and nondisclosure agreements, trademark, trade secret and copyright law and contractual provisions to protect our non-patentable IP rights.
We rely primarily on a combination of license, development and nondisclosure agreements, trademark, trade secret and copyright law and contractual provisions to protect our non-patent IP rights.
Any errors, bugs, defects or security vulnerabilities discovered in our solutions after commercial release could adversely affect our revenue, our customer relationships and the market’s perception of our products and services. We may not be able to correct any errors, bugs, defects, security flaws or vulnerabilities promptly or at all.
Any errors, bugs, defects or security vulnerabilities discovered in our solutions after commercial release could adversely affect our revenue, our customer relationships and the market’s perception of our products and services.
Once secured, license revenue may be negatively affected by factors within and outside our control, including reductions in our customers’ sales prices, sales volumes, our failure to timely complete engineering deliverables and the actual terms of such licenses themselves. In addition, our licensing cycle for new licensees, as well as for renewals for existing licensees is lengthy, costly and unpredictable.
Once secured, license revenue may be negatively affected by factors within and outside our control, including reductions in our customers’ sales prices, sales volumes, our failure to timely complete any engineering deliverables and the actual terms of such licenses themselves.
Adverse economic conditions could also affect demand for our products and our customers’ products. If our customers experience reduced demand or excess inventory as a result of global or regional economic conditions or otherwise, this could result in reduced royalty revenue and/or product sales and our business and results of operations could be harmed.
If our customers experience reduced demand or excess inventory as a result of global or regional economic conditions or otherwise, including as a result of changes in tariffs or trade restrictions and relationships, this could result in reduced royalties revenue and/or product sales and our business and results of operations could be harmed.
In addition to the time and expense required for us to indemnify or supply such support to our customers, a customer’s development, marketing and sales of licensed semiconductors, mobile communications and data security technologies could be severely disrupted or shut down as a result of litigation, which in turn could severely hamper our business operations and financial condition as a result of lower or no royalty payments.
In addition to the time and expense required for us to indemnify or supply such support to our customers, a customer’s development, marketing and sales of licensed semiconductors, mobile communications and data security technologies could be severely disrupted or shut down as a result of litigation, which in turn could severely hamper our business operations and financial condition as a result of lower or no royalty payments. 32 Table of Contents Warranty, service level agreement and product liability claims brought against us could cause us to incur significant costs and adversely affect our operating results, as well as our reputation and relationships with customers.
The loss of these licenses or the inability to maintain any of them on commercially acceptable terms could delay development of future offerings or the enhancement of existing products and services.
Some of these licenses may not be available to us in the future on terms that are acceptable to us or allow our products to remain competitive. The loss of these licenses or the inability to maintain any of them on commercially acceptable terms could delay development of future offerings or the enhancement of existing products and services.
While we cannot predict what form any new patent reform laws or regulations may ultimately take, or what impact recent or future reforms may have on our business, any laws or regulations that restrict or negatively impact our ability to enforce our patent rights against third parties could have a material adverse effect on our business.
While we cannot predict what form any new patent reform laws or regulations may ultimately take, or what impact recent or future reforms may have on our business, any laws or regulations that restrict or negatively impact our ability to enforce our patent rights against third parties could have a material adverse effect on our business. 31 Table of Contents In addition, our patents will continue to expire according to their terms, with expected expiration dates ranging from 2026 to 2044.
The pendency of any governmental agency acting as described above may impair our ability to enforce or license our patents or collect royalties from existing or potential customers, as any litigation opponents may attempt to use such proceedings to delay or otherwise impair any pending cases and our existing or potential customers may await the final outcome of any proceedings before agreeing to new licenses or to paying royalties.
The pendency of any governmental agency acting as described above may impair our ability to enforce or license our patents or collect royalties from existing or potential customers, as any litigation opponents may attempt to use such proceedings to delay or otherwise impair any pending cases and our existing or potential customers may await the final outcome of any proceedings before agreeing to new licenses or to paying royalties. 30 Table of Contents Litigation or other third-party claims of IP infringement could require us to expend substantial resources and could prevent us from developing or licensing our technology on a cost-effective basis.
Further, we are continuing to expand into new segments and if our memory interface chips fail to achieve acceptance by customers in such segments, then our business could 12 Table of Contents suffer as a result.
Further, we are continuing to expand into new segments and if our memory interface chips fail to achieve acceptance by customers in such segments, then our business could suffer as a result. Changes in our customers’ order patterns could result in us holding excess quantities of inventory which could result in us recording reserves for excess and obsolete inventory.
Research and development expenses account for a significant portion of our operating expenses. Additionally, the United States has recently experienced an acute workforce 16 Table of Contents shortage of qualified applicable talent, which in turn has created a competitive wage environment that may increase our operating costs.
Additionally, the United States has experienced and continues to experience an acute workforce shortage of qualified applicable talent, which in turn creates a competitive wage environment that may increase our operating costs.
Any of these developments or changes in U.S. federal, state or international tax laws or tax rulings could adversely affect our effective tax rate and our operating results. 23 Table of Contents Risks Associated with Litigation, Regulation and Our Intellectual Property We are subject to various government restrictions and regulations, including on the sale of products and services that use encryption and other technology, those related to privacy, other consumer protection matters, other import/export controls and national security matters.
Risks Associated with Litigation, Regulation and Our Intellectual Property We are subject to various government restrictions and regulations, including on the sale of products and services that use encryption and other technology, those related to privacy, other consumer protection matters, other import/export controls and national security matters.
The cyclical nature of the semiconductor industry has resulted in periods when demand for our products has increased or decreased rapidly.
The cyclical nature of the semiconductor industry has resulted in periods when demand for our products has increased or decreased rapidly. For example, we are currently experiencing increased demand for our products that is attributed to increased demand for AI-based solutions.
Some of our products and services contain or function with software and/or IP blocks licensed from third parties. Some of these licenses may not be available to us in the future on terms that are acceptable to us or allow our products to remain competitive.
Certain software and/or IP blocks that we use in or with some of our products are licensed from third parties and, for that reason, may not be available to us in the future.
We purchase inventory in advance based on expected demand for our products, and if demand is not as expected, we may have insufficient or excess inventory, which could adversely impact our financial condition. As a fabless semiconductor company, we purchase our inventory from third-party manufacturers in advance of selling our products.
Any such reserves would have an adverse effect on our operating results and financial condition. We purchase inventory in advance based on expected demand for our products, and if demand is not as expected, we may have insufficient or excess inventory, which could adversely impact our financial condition.
If sales of our memory interface chips do not grow as anticipated, then our business could suffer as a result. Our business could be harmed if we are unable to develop and utilize new technologies that address the needs of our customers, or our competitors or customers develop and utilize new technologies more effectively or more quickly than we can.
Our business could be harmed if we are unable to develop and utilize new technologies that address the needs of our customers, or our competitors or customers develop and utilize new technologies, including AI, more effectively or more quickly than we can. A transition by our customers to different business models could also result in reduced revenue.
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