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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026
OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __ to __
Commission file number 001-41979

Astera Labs, Inc.

(Exact name of registrant as specified in its charter)

Delaware
82-3437062

(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer
Identification No.)

2345 North First Street , San Jose , CA 95131

(Address of Principal Executive Offices) (Zip code)
(408) 766-3806

Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.0001 per share
ALAB Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x     No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes x     No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer o
Non-accelerated filer o Smaller reporting company o
Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o     No x
As of July 31, 2026, there were 173,485,104 shares of the Registrant’s Common Stock, $0.0001 par value, outstanding.

Table of Contents

Table of Contents

Page
Part I - Financial Information

Item 1.
Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025
1

Condensed Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2026 and 2025
2

Condensed Consolidated Statements of Changes in Stockholders' Equity for the three and six months ended June 30, 2026 and 2025
3

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025
5

Notes to Unaudited Condensed Consolidated Financial Statements
6

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
19

Item 3.
Quantitative and Qualitative Disclosure About Market Risk
27

Item 4.
Controls and Procedures
27

Part II - Other Information

Item 1.
Legal Proceedings
29

Item 1A
Risk Factors
29

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
29

Item 3.
Defaults Upon Senior Securities
29

Item 4.
Mine Safety Disclosures
29

Item 5.
Other Information
29

Item 6.
Exhibits
30

Signatures
31

Table of Contents

Special Note about Forward-Looking Statements

This Quarterly Report on Form 10‑Q contains forward-looking statements within the meaning of the federal securities laws, which are statements that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. All statements other than statements of historical fact included in this Quarterly Report on Form 10‑Q, including statements regarding our strategy, future operations, financial position, prospects, plans and objectives of management are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “aims,” “anticipated,” “believe,” “budget,” “can,” “committed,” “continued,” “could,” “designed,” “estimates,” “expect,” “forecasted,” “future,” “growing,” “indicative,” “intended,” “likely,” “may,” “mission,” “opportunities,” “plan,” “position,” “potential,” “predict,” “probable,” “projections,” “scheduled,” “should,” “to be,” “trends,” “uncertainty,” “will,” or “would,” or the negative of these words or other similar terms or expressions. Forward-looking statements include, but are not limited to, statements relating to our business plans, strategies, market or investment opportunities, customers, infrastructure, platform, products and services, including future production and investments therein and anticipated benefits therefrom; demand; our future financial or operating statements, performance and growth (such as revenue, gross profit and margins, expenses, income (losses) and other operating results); our future cash flows, expenditures, requirements, uses, sufficiency and funding sources; our accounting practices and policies (including the impacts associated with them and accounting pronouncements, estimates, accruals, amortizations, marketable securities, commitments/contingencies, warrant vesting, the period over which expenses are expected to be realized and non-GAAP financial measures); our taxes; our personnel and operations; our disclosure and internal controls, procedures and remediation efforts; our lease terms, including any renewal and future payments; our risk factors; our merger and acquisition activities; and our legal and compliance matters such as legal proceedings and 10b5-1 trading arrangements.

We may not actually achieve the plans, intentions, expectations or events disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Forward-looking statements are subject to risks, uncertainties and other factors described under the heading “Risk Factors” included in this Quarterly Report on Form 10‑Q and those included within our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on February 20, 2026. The following include some, but not all, of the factors that could cause the outcome of the events described in our forward-looking statements to differ from those anticipated:

• our ability to sustain and manage our growth effectively;
• our ability to maintain future profitability;
• our ability to accurately predict future revenue for appropriate budgeting and expense adjustment;
• our ability to anticipate and respond to new and evolving market trends or industry standards, develop and sell new products, or penetrate new markets;
• our customer concentration, with a limited number of end customers driving our revenue;
• our ability to achieve product design wins and opportunities for customer sales and investment recoupment;
• our ability to adequately foresee and manage the effects and timing of any changes in cloud and AI infrastructure market conditions and our customers' product purchases and deployment of systems incorporating our products;
• our ability to demonstrate the value of new products or newer product generations to customers;
• our AI technology adoption, use, and commercialization;
• our reliance on, and relationship management of, a limited number of third-party manufacturing and supply chain services partners;
• our ability to successfully qualify our products with customers without significant delays;
• our product pricings often decrease over time;
• product supply disruptions, unforeseen product delays, expenses or undetected defects, bugs, or security vulnerabilities;
• adverse changes in the political, regulatory, and economic policies of governments, including in connection with trade restrictions and export controls with respect to China and Chinese customers;
• our ability to hire and retain skilled personnel and senior management team members;
• cybersecurity risks;
• warranty claims or product liability claims;
• litigation and other legal proceedings, including related to patents or other intellectual property;
• our ability to successfully integrate and to realize anticipated benefits or synergies, on a timely basis or at all, in connection with our past, current, or any future acquisitions, divestitures, significant investments, joint ventures or strategic transactions;

Table of Contents

• global operational risks, including exposure to numerous legal and regulatory requirements and unexpected changes and compliance failures;
• regulatory risks of authorities in jurisdictions into or from which we ship our products or import supplies levying fines, restricting or delaying our product exports or supply imports, or increasing product manufacturing or transfer costs;
• changes in tax laws, rules or practices;
• our competitive markets and ability to compete effectively, including as a result of industry consolidation;
• our ability to adequately protect our intellectual property rights;
• our reliance on third-party technologies for product development and future ability to use such technologies; and
• global financial and economic conditions and geopolitical events, including fluctuating interest, inflation, foreign currency and unemployment rates, economic slowdowns or recessions, or financial market volatility, including as a result of, among other factors, the ongoing Russia and Ukraine war, the Middle East conflict, announced or future tariff increases and export controls between the U.S. and China, international tensions or instability, significant changes in governmental policies or similar events.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10‑Q. You should not rely upon forward-looking statements as predictions of future events.

We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on management’s current beliefs and our current expectations and projections about future events and trends that we believe may affect our business, results of operations, financial condition, and prospects. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10‑Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Quarterly Report on Form 10‑Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10‑Q to reflect events or circumstances after the date of this Quarterly Report on Form 10‑Q or to reflect new information or the occurrence of unanticipated events, except as required by law.

In this document, unless otherwise indicated or unless the context requires otherwise, all references in this document to “Astera Labs”, “the Company”, “we”, “us”, “our”, or similar references are to Astera Labs, Inc. and its consolidated subsidiaries.

Table of Contents

Part I - Financial Information
ITEM 1. Financial Statements (Unaudited)

ASTERA LABS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par values)
(unaudited)

As of
June 30, 2026 December 31, 2025
Assets
Current assets
Cash and cash equivalents $ 111,453   $ 167,611  
Marketable securities 1,141,505   1,021,205  
Accounts receivable, net 192,469   83,202  
Inventory 113,781   58,979  
Prepaid expenses and other current assets 92,687   31,033  
Total current assets 1,651,895   1,362,030  
Property and equipment, net 119,284   92,038  
Goodwill
91,557   19,015  
Other assets 68,765   58,740  
Total assets $ 1,931,501   $ 1,531,823  

Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable $ 53,930   $ 42,362  

Accrued expenses and other current liabilities 110,377   90,680  
Total current liabilities 164,307   133,042  
Other liabilities 41,490   35,147  
Total liabilities 205,797   168,189  
Commitments and contingencies (Note 8)

Stockholders’ equity
Common stock, $ 0.0001 par value; 1,000,000 shares authorized as of June 30, 2026 and December 31, 2025; 173,485 and 170,186 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively
17   17  
Additional paid-in capital 1,485,320   1,348,969  
Accumulated other comprehensive (loss) income
( 3,369 ) 4,310  
Retained earnings 243,736   10,338  
Total stockholders’ equity 1,725,704   1,363,634  
Total liabilities and stockholders’ equity $ 1,931,501   $ 1,531,823  

The accompanying notes are an integral part of these condensed consolidated financial statements.
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ASTERA LABS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(In thousands, except per share amounts)
(unaudited)

Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Revenue $ 392,400   $ 191,925   $ 700,761   $ 351,367  
Cost of revenue 104,833   46,362   178,053   86,393  
Gross profit 287,567   145,563   522,708   264,974  
Operating expenses
Research and development 135,898   66,724   261,532   131,278  
Sales and marketing 26,372   18,609   48,271   40,311  
General and administrative 36,049   20,456   61,824   42,326  
Total operating expenses 198,319   105,789   371,627   213,915  
Operating income 89,248   39,774   151,081   51,059  
Interest and other income 13,577   10,885   25,158   21,317  
Income before income taxes 102,825   50,659   176,239   72,376  
Income tax benefit 50,263   560   57,159   10,662  
Net income $ 153,088   $ 51,219   $ 233,398   $ 83,038  

Net income per share attributable to common stockholders:
Basic $ 0.89   $ 0.31   $ 1.36   $ 0.51  
Diluted $ 0.83   $ 0.29   $ 1.28   $ 0.47  
Weighted-average shares used in calculating net income per share attributable to common stockholders:
Basic 172,378 165,428 171,557 164,316
Diluted 183,340 178,100 182,254 178,281
Other comprehensive (loss) income
Unrealized (loss) gain on marketable securities, net of taxes $ ( 2,589 ) $ 846   $ ( 7,679 ) $ 2,448  
Total other comprehensive (loss) gain ( 2,589 ) 846   ( 7,679 ) 2,448  
Total comprehensive income $ 150,499   $ 52,065   $ 225,719   $ 85,486  

The accompanying notes are an integral part of these condensed consolidated financial statements.
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ASTERA LABS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands)
(unaudited)

Three Months Ended June 30, 2026

Common Stock Additional
Paid-in
Capital Accumulated
Other
Comprehensive
Loss Retained Earnings Total
Stockholders’
Equity

Shares Amount
Balances as of March 31, 2026 171,277 $ 17   $ 1,404,063   $ ( 780 ) $ 90,648   $ 1,493,948  
Issuance of common stock upon exercise of stock options 930 —  755   —  —  755  
Issuance of common stock upon vesting of restricted and performance stock units 1,100 —  —  —  —  —  
Issuance of common stock upon exercise of warrants 126 —  —  —  —  —  
Shares issued under employee stock purchase plan 52 —  6,294   —  —  6,294  
Stock-based compensation
— —  63,992   —  —  63,992  

Warrants contra revenue — —  10,216   —  —  10,216  
Unrealized loss on marketable securities — —  —  ( 2,589 ) —  ( 2,589 )
Net income
— —  —  —  153,088   153,088  
Balances as of June 30, 2026 173,485 $ 17   $ 1,485,320   $ ( 3,369 ) $ 243,736   $ 1,725,704  

Three Months Ended June 30, 2025

Common Stock Additional
Paid-in
Capital Accumulated
Other
Comprehensive Income Accumulated
Deficit Total
Stockholders’
Equity
Shares Amount
Balances as of March 31, 2025 164,907 $ 16   $ 1,216,495   $ 2,028   $ ( 176,977 ) $ 1,041,562  
Issuance of common stock upon exercise of stock options and vesting of early exercised stock options 321 —  506   —  —  506  
Issuance of common stock upon vesting of restricted stock units 924 1   —  —  —  1  
Shares issued under employee stock purchase plan 59 4,345   —  —  4,345  
Stock-based compensation — —  35,474   —  —  35,474  
Warrants contra revenue —  —  1,761   —  —  1,761  
Unrealized gains on marketable securities
— —  —  846   —  846  
Net income — —  —  —  51,219   51,219  
Balances as of June 30, 2025 166,211 $ 17   $ 1,258,581   $ 2,874   $ ( 125,758 ) $ 1,135,714  

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Six Months Ended June 30, 2026

Common Stock Additional
Paid-in
Capital Accumulated
Other
Comprehensive
Income (Loss) Retained Earnings Total
Stockholders’
Equity

Shares Amount
Balances as of December 31, 2025 170,186 $ 17   $ 1,348,969   $ 4,310   $ 10,338   $ 1,363,634  
Issuance of common stock upon exercise of stock options and vesting of early exercised stock options 1,028 —  869   —  —  869  
Issuance of common stock upon vesting of restricted and performance stock units 2,093 —  —  —  —  —  
Issuance of common stock upon exercise of warrants 126 —  —  —  —  —  
Shares issued under employee stock purchase plan 52 —  6,294   —  —  6,294  
Stock-based compensation — —  116,875   —  —  116,875  
Warrants contra revenue — —  12,313   —  —  12,313  
Unrealized loss on marketable securities — —  —  ( 7,679 ) —  ( 7,679 )
Net income — —  —  —  233,398   233,398  
Balances as of June 30, 2026 173,485 $ 17   $ 1,485,320   $ ( 3,369 ) $ 243,736   $ 1,725,704  

Six Months Ended June 30, 2025

Common Stock Additional
Paid-in
Capital Accumulated
Other
Comprehensive
Income
Accumulated
Deficit Total
Stockholders’
 Equity
Shares Amount
Balances as of December 31, 2024 162,018 $ 16   $ 1,173,153   $ 426   $ ( 208,796 ) $ 964,799  
Issuance of common stock upon exercise of stock options and vesting of early exercised stock options 896 —  1,028   —  —  1,028  
Issuance of common stock upon vesting of restricted stock units 3,238 1   —  —  —  1  
Shares issued under employee stock purchase plan 59   —  4,345   —  —  4,345  
Stock-based compensation — —  77,920   —  —  77,920  
Warrants contra revenue —  —  2,135   —  —  2,135  
Unrealized gains on marketable securities
— —  —  2,448   —  2,448  
Net income — —  —  —  83,038   83,038  
Balances as of June 30, 2025 166,211 $ 17   $ 1,258,581   $ 2,874   $ ( 125,758 ) $ 1,135,714  

The accompanying notes are an integral part of these condensed consolidated financial statements.
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ASTERA LABS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)

Six Months Ended
June 30,
2026 2025
Cash flows from operating activities
Net income $ 233,398   $ 83,038  
Adjustments to reconcile net income to net cash provided by operating activities
Stock-based compensation 112,905   77,920  

Depreciation and amortization 7,639   2,517  
Non-cash operating lease expense 2,718   1,522  
Warrants contra revenue 12,313   2,136  
Accretion of discounts on marketable securities ( 2,180 ) ( 4,489 )
Other, net ( 2,961 ) 734  
Changes in operating assets and liabilities:
Accounts receivable, net ( 109,461 ) 14,491  
Inventory ( 53,127 ) ( 14,577 )
Prepaid expenses and other assets ( 41,422 ) ( 18,474 )
Accounts payable 2,811   4,607  
Accrued expenses and other liabilities ( 357 ) ( 3,555 )

Net cash provided by operating activities 162,276   145,870  
Cash flows from investing activities
Purchases of property and equipment ( 28,054 ) ( 6,562 )
Purchases of marketable securities ( 359,732 ) ( 404,682 )
Sales and maturities of marketable securities 233,933   343,611  
Payments for business combinations, net of cash acquired ( 69,214 ) —  
Other investing activities ( 2,500 ) —  
Net cash used in investing activities ( 225,567 ) ( 67,633 )
Cash flows from financing activities

Proceeds from exercises of stock options 836   778  
Proceeds from employee stock purchase plan 6,294   4,345  
Net cash provided by financing activities 7,130   5,123  
Net (decrease) increase in cash, cash equivalents, and restricted cash ( 56,161 ) 83,360  
Cash, cash equivalents, and restricted cash (1)

Beginning of the period 167,684   80,044  
End of the period $ 111,523   $ 163,404  

(1) Restricted cash was not material and is included in Prepaid expenses and other current assets.

The accompanying notes are an integral part of these condensed consolidated financial statements.
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ASTERA LABS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Nature of Business and Summary of Significant Accounting Policies
Description of Business
Astera Labs, Inc. (the “Company”) offers an Intelligent Connectivity Platform, comprised of semiconductor-based, high-speed, mixed-signal connectivity products that integrate a matrix of microcontrollers and sensors, and COSMOS, the Company’s software suite, which is embedded in its connectivity products and integrated into its customers’ systems.
The Company’s patented software-defined platform approach delivers critical connectivity performance, enables flexibility and customization, and supports observability and predictive analytics. This approach aims to efficiently address the data, network, and memory bottlenecks, scalability, and other unique infrastructure requirements of its hyperscalers and system original equipment manufacturer (“OEM”) customers.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements and notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial information. Certain information and disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. The unaudited condensed consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements and related notes as of and for the year ended December 31, 2025, included in its Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 20, 2026.
In the opinion of management, all adjustments, including normal recurring adjustments, that are considered necessary for a fair presentation of results of operations and financial position, have been included. Operating results for the periods presented herein are not necessarily indicative of the results of operations to be anticipated for the full fiscal year or any future period.

Principles of Consolidation
The condensed consolidated financial statements include the accounts of Astera Labs, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Significant Accounting Policies
There have been no material changes in the Company’s significant accounting policies during the three and six months ended June 30, 2026 compared with the significant accounting policies described in its Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 20, 2026.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The Company’s significant estimates include, but are not limited to, revenue recognition, the valuation of acquired intangible assets, the valuation and realizability of deferred tax assets, reserves for uncertain tax positions, useful life of production equipment, the valuation of warrants, and the valuation and assumptions underlying stock-based compensation. By their nature, estimates are subject to an inherent degree of uncertainty and actual results could differ from those estimates.

The Company assessed certain accounting matters and estimates that generally require consideration of forecasted information available to the Company. Management is not aware of any specific event or circumstance that would require an update to estimates or judgments or a revision to the carrying value of assets or liabilities. These estimates and judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in the Company’s consolidated financial statements in future periods, and actual results could differ from these estimates.
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Reclassifications
Certain prior period balances were reclassified to conform to the current period’s presentation. None of these reclassifications had an impact on reported net income, balance sheets, or cash flows for any of the periods presented.
Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosure (“ASU 2024-03”), and in January 2025, the FASB issued Accounting Standards Update No. 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosure (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosures of the nature of expenses included in the income statement and disclosures about specific expense categories included in the expense captions presented in the statements of operations. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Both early adoption and retrospective application are permitted. The Company is currently evaluating the impact that the adoption of these new standards will have on its consolidated financial statements and related disclosures.
In May 2025, the FASB issued Accounting Standards Update No. 2025-04, Compensation-Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer (“ASU 2025-04”). ASU 2025-04 reduces diversity in practice and improves the decision usefulness and operability of the guidance for share-based consideration payable to a customer in conjunction with selling goods or services. The ASU is effective for annual reporting periods beginning after December 15, 2026 with updates to be applied on a retrospective or modified retrospective basis. Early adoption is permitted. The Company does not expect a material impact from the adoption of this ASU on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued Accounting Standards Update No. 2025-06, Intangibles - Goodwill and Other -Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 removes all references to project stages throughout Subtopic 350-40 and clarifies the threshold that the entities must meet to begin capitalizing costs. The ASU is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is evaluating the impact that this new standard will have on the Company’s consolidated financial statements and related disclosures.

2. Segment and Geographical Information
The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer (“CEO”), who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources. The CODM uses net income to evaluate the return on assets and to determine investment opportunities related to product development, platform enhancements, and new technologies. The CODM also uses net income to monitor budget versus actual results. The Company manages its operations and allocates resources as a single operating segment .

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The following table includes the significant expense categories and amounts that are regularly provided to the CODM (in thousands):

Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Revenue $ 392,400   $ 191,925   $ 700,761   $ 351,367  
Less:

Cost of revenue 104,833   46,362 178,053 86,393
Stock-based compensation (1)
62,300   35,121 110,714 77,605
Personnel-related expenses (1)
87,003   43,843 150,308 86,282
Other segment items (2)
( 14,824 ) 15,380 28,288 18,049
Consolidated net income
$ 153,088   $ 51,219   $ 233,398   $ 83,038  

(1) Stock-based compensation and personnel-related expenses presented in the above table are related to operating expenses and exclude amounts included in the cost of revenue.
(2) Other segment items included are primarily related to income tax benefit, interest income, engineering related costs such as hardware design, software license, and cloud hosting services costs , and professional and consulting services fees.

Revenue by location is determined by the billing address of the Company’s customers, which includes the Company’s end customers’ manufacturing partners and the Company’s distributors.

The following table sets forth revenue by geographic area (in thousands):

Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
China $ 152,696   $ 59,056   $ 242,267   $ 103,694  
Singapore 113,734   66,447   204,872   97,868  
Taiwan 105,768   56,644   198,923   133,462  
United States 5,531   2,218   20,498   5,519  
Other 14,671   7,560   34,201   10,824  
Total $ 392,400   $ 191,925   $ 700,761   $ 351,367  

The Company had the following customers that individually comprised 10% or more of its revenue:

Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Customer A
29   % 27   % 29   % 20   %
Customer B 25   % * 21   % *
Customer C 15   % 13   % 17   % 19   %
Customer D 13   % 24   % 13   % 23   %
Customer E
* 11   % * *
Customer F
* 12   % * 15   %

*Less than 10% of total revenue
Certain of the customers listed above are manufacturing partners that purchase the Company's products on behalf of the Company’s end customers. As end customers may shift production volumes among their manufacturing partners from period to period, the revenue concentration percentages attributable to individual direct customers may fluctuate in a manner that is not necessarily representative of changes in underlying end-customer demand.
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The Company had the following customers that individually comprised 10% or more of its accounts receivable, net:

As of

June 30, 2026 December 31, 2025
Customer A 30   % *
Customer B
17   % 14   %
Customer D 12   % *
Customer E 10   % 28   %
Customer C * 27   %

*Less than 10% of total accounts receivable, net
The Company did not recognize any material allowance for credit losses as of June 30, 2026 and December 31, 2025.
Property and equipment, net by geographic location is based on the location of the asset. As of June 30, 2026 , 26 % and 67 % of the Company’s property and equipment, net was located in the United States and Taiwan, respectively. As of December 31, 2025, 20 % and 73 % of the Company’s property and equipment, net was located in the United States and Taiwan, respectively.  

3. Marketable Securities
The amortized cost, gross unrealized gains and losses, and fair value of available-for-sale securities by major security type are as follows (in thousands):

As of June 30, 2026
Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair
Value
Cash equivalents
Money market funds $ 84,575   $ —   $ —   $ 84,575  

Total cash equivalents $ 84,575   $ —   $ —   $ 84,575  
Marketable securities
U.S. treasury and agency securities $ 228,121   $ 54   $ ( 1,003 ) $ 227,172  
Commercial paper 19,371   —   ( 27 ) 19,344  
Corporate debt securities 897,382   634   ( 3,027 ) 894,989  

Total marketable securities $ 1,144,874   $ 688   $ ( 4,057 ) $ 1,141,505  

As of December 31, 2025
Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair
Value
Cash equivalents
Money market funds $ 142,772   $ —   $ —   $ 142,772  

Commercial paper 5,496   —   ( 1 ) 5,495  
Total cash equivalents $ 148,268   $ —   $ ( 1 ) $ 148,267  
Marketable securities
U.S. treasury and agency securities $ 203,175   $ 630   $ ( 11 ) $ 203,794  
Commercial paper 11,459   4   ( 1 ) 11,462  
Corporate debt securities 802,261   3,800   ( 112 ) 805,949  

Total marketable securities $ 1,016,895   $ 4,434   $ ( 124 ) $ 1,021,205  

As of June 30, 2026 and December 31, 2025, the Company’s marketable securities that were in a continuous loss position for 12 months or more, as well as the unrealized losses on those marketable securities, were not material. Unrealized
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losses have not been recognized into income as the Company neither intends to sell, nor anticipates that it is more likely than not that the Company will be required to sell, the securities before recovery of their amortized cost basis. The decline in fair value is due primarily to changes in market interest rates, rather than credit losses.
The contractual maturities of cash equivalents and marketable securities classified as available-for-sale are as follows (in thousands):

As of June 30, 2026 As of December 31, 2025
Amortized
Cost Estimated
Fair Value Amortized
Cost Estimated
Fair Value
Due within one year $ 458,030   $ 458,109   $ 463,417   $ 464,282  
Due after one year through five years 771,419   767,971   701,746   705,190  
Total available-for-sale securities
$ 1,229,449   $ 1,226,080   $ 1,165,163   $ 1,169,472  

Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
The Company did not recognize any material allowance for credit losses as of June 30, 2026 and December 31, 2025 or impairment charges for the three and six months ended June 30, 2026 and 2025.
There were no material realized gains or losses from available-for-sale securities that were reclassified out of accumulated other comprehensive income for the three and six months ended June 30, 2026 and 2025.

4. Fair Value Measurements
The following table presents information about the Company’s financial assets measured at fair value on a recurring basis based on the fair value hierarchy as follows (in thousands):

As of June 30, 2026
Level 1 Level 2 Total Fair
Value
Cash equivalents
Money market funds $ 84,575   $ —   $ 84,575  

Total cash equivalents $ 84,575   $ —   $ 84,575  
Marketable securities
U.S. treasury and agency securities $ —   $ 227,172   $ 227,172  
Commercial paper —   19,344   19,344  
Corporate debt securities —   894,989   894,989  

Total marketable securities $ —   $ 1,141,505   $ 1,141,505  

As of December 31, 2025
Level 1 Level 2 Total Fair
Value
Cash equivalents
Money market funds $ 142,772   $ —   $ 142,772  

Commercial paper —   5,495   5,495  
Total cash equivalents $ 142,772   $ 5,495   $ 148,267  
Marketable securities
U.S. treasury and agency securities $ —   $ 203,794   $ 203,794  
Commercial paper —   11,462   11,462  
Corporate debt securities —   805,949   805,949  

Total marketable securities $ —   $ 1,021,205   $ 1,021,205  

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As of June 30, 2026 and December 31, 2025, there were no marketable securities with Level 3 fair value hierarchy measurement.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Goodwill, intangible assets, property, plant and equipment, and certain equity investments without readily determinable fair values are not required to be measured at fair value on a recurring basis. However, if the Company is required to evaluate these assets for impairment, whether due to certain triggering events or because of the required annual impairment test, and a resulting impairment is recorded to reduce the carrying value to the fair value, these assets are measured at fair value during such period. There was no impairment on these assets during the three and six months ended June 30, 2026 and 2025. In addition, when the Company identifies observable price changes in orderly transactions for the equity investments without read ily determinable fair values, it shall measure the equity security at fair value as of the date that the observable transaction occurred. During the three months ended June 30, 2026, the Company recorded an increase in fair value of $ 1.5  million related to its equity investments and recorded in interest and other income within the condensed consolidated statement of operations and comprehensive income.

As of June 30, 2026 and December 31, 2025, the Company had no liabilities required to be measured at fair value on a nonrecurring basis.

Assets and Liabilities N ot Measured at Fair Value

The carryi ng amount of the Company’s financial instruments, including cash equivalents, accounts receivable, and accounts payable, approximates their respective fair values because of their short maturities.

5. Condensed Consolidated Balance Sheet Components
Inventory
Inventory consists of the following (in thousands):

As of
June 30, 2026 December 31, 2025
Raw materials $ 52   $ 84  
Work-in-progress 98,694   35,752  
Finished goods 15,035   23,143  
Total inventory $ 113,781   $ 58,979  

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Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following (in thousands):

As of
June 30, 2026 December 31, 2025
Income tax receivable $ 60,256   $ 7,450  
Other 32,431   23,583  

Total prepaid expenses and other current assets $ 92,687   $ 31,033  

Property and Equipment, Net
Property and equipment, net consists of the following (in thousands):

As of
June 30, 2026 December 31, 2025
Construction in progress $ 48,365   $ 40,510  
Laboratory equipment 36,047   21,603  
Production and manufacturing equipment 35,000   28,171  
Leasehold improvements 15,491   11,439  

Other 3,742   2,037  
Property and equipment, gross 138,645   103,760  
Less: accumulated depreciation ( 19,361 ) ( 11,722 )
Total property and equipment, net $ 119,284   $ 92,038  

Depreciation and amortization expense for the three months ended June 30, 2026 and 2025 w as $ 3.9  million and $ 1.4  million, respectively, a nd $ 7.6  million and $ 2.5  million for the six months ended June 30, 2026 and 2025, respectively .
Construction in progress primarily consists of capitalized costs for production equipment related to the Company’s future products. These assets will be placed into service and begin to depreciate when related manufacturing commences. Production and manufacturing equipment included production equipment has been placed into service and are being used in the manufacture of the Company’s released products.
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following (in thousands):

As of
June 30, 2026 December 31, 2025
Accrued compensation and benefits $ 42,254   $ 46,510  
Accrued software license costs 11,068   7,632  
Holdback in connection with acquisitions
6,559   1,559  
Accrued production equipment 13,509   13,500  
Other current liabilities 36,987   21,479  

Total accrued expenses and other current liabilities $ 110,377   $ 90,680  

Supplemental Cash Flow Information
The following table provides supplemental non-cash investing and financing activities (in thousands):

Six Months Ended June 30,
2026 2025
Right-of-use (“ROU”) assets obtained in exchange for lease obligations $ 15,980   $ 20,968  
Purchases of property and equipment in accounts payable, accrued expenses and other current liabilities $ 27,266   $ 14,159  

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6. Business Combinations
On February 9, 2026, the Company acquired certain assets of a privately held company that develops data center acceleration solutions designed to make data storage and processing faster, more efficient, and more cost-effective. In connection with the acquisition, the Company added a highly skilled workforce and technology to enable development of its products and solutions. The total purchase consideration was $ 74.0 million, which consisted of $ 65.0 million in cash, $ 5.0 million in holdback for general indemnities, and $ 4.0 million in share-based consideration. The transaction has been accounted for as a business combination.
The purchase price was allocated on a preliminary basis to goodwill of $ 68.4 million and an immaterial amount to intangible assets and net identifiable assets acquired. Goodwill primarily relates to expected synergies and assembled workforce and is not deductible for U.S. federal income tax purposes.

Additional information related to the acquisition, such as that related to income tax and other contingencies, existing as of the acquisition date may become known during the remainder of the measurement period, not to exceed 12 months from the acquisition date, which may result in changes to the amounts and allocations recorded.

During the six months ended June 30, 2026, the Company had immaterial measurement period adjustments to goodwill.

On May 29, 2026, the Company acquired certain assets of a privately held company. The acquisition was not material to the Company’s consolidated financial statements and was accounted for as a business combination. Substantially all of the purchase price was allocated to goodwill.

7. Leases
The Company has entered into operating leases primarily for office real estate in the United States and internationally. From time to time, the Company entered into new leases and renewed existing leases in the ordinary course of business to support its ongoing operations and growth. The Company’s lease payments consist primarily of fixed rental payments for the right to use the underlying leased assets over the lease terms for all leases.
Supplemental balance sheet information related to the Company’s operating leases is as follows (in thousands):

As of

June 30, 2026 December 31, 2025
Assets
Operating lease ROU assets, net
$ 36,098   $ 22,810  
Liabilities
Operating lease liabilities, current $ 6,238   $ 4,146  
Operating lease liabilities, noncurrent 38,175   26,828  
Total lease liabilities $ 44,413   $ 30,974  

Operating lease ROU assets, net are included in other assets; operating lease liabilities, current are included in accrued expenses and other current liabilities; and operating lease liabilities, non-current are included in other liabilities, on the condensed consolidated balance sheets.

The weighted-average remaining lease term and discount rates were as follows:

As of

June 30, 2026 December 31, 2025
Weighted average remaining lease term (in years) 6.2 6.4
Weighted average discount rate 6.7 % 7.1 %

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The future minimum operating lease payments for each of the next five years and thereafter are as follows (in thousands):

Years ending December 31 Operating Leases
Remainder of 2026 $ 4,057  
2027 9,595  
2028 9,514  
2029 8,931  
2030 5,945  
Thereafter 16,262  
Total future minimum lease payments 54,304  
Less: Imputed interest ( 9,891 )
Total operating lease liabilities $ 44,413  

In February 2026, the Company entered into lease agreements associated with the exercise of an existing expansion option at its headquarters in San Jose, California (the “HQ Expansions”). The lease terms commence at various dates between April 2026 and January 2027 and expire in November 2032. As of June 30, 2026, the HQ Expansions that have not yet commenced result in total estimated future undiscounted lease obligations of $ 11.7 million .

8. Commitments and Contingencies
Purchase Commitments
The Company depends upon third-party subcontractors to manufacture wafers and other inventory parts. The Company’s subcontractor relationships typically allow for the cancellation of outstanding purchase orders but require payment of all expenses incurred through the date of cancellation.
The Company’s purchase commitments also include payments for software licenses and cloud services when there is a fixed, non-cancellable payment schedule or when minimum payments are due according to a delivery schedule. The Company is committed to make the following minimum payments under its purchase commitments as of June 30, 2026 (in thousands):

Purchase Commitments
Remainder of 2026 $ 24,661  
2027 66,189  
2028 45,340  
2029 30,437  
2030 15,042  
Total purchase commitments $ 181,669  

Legal Proceedings
From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. The Company is not currently a party to any material legal proceedings or claims, nor is the Company aware of any other pending or threatened legal proceedings or claims that could reasonably be expected to have a material adverse effect on the Company’s business, operating results, cash flows or financial condition should such legal proceedings or claims be resolved unfavorably.
Indemnification Obligations
In the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with its members, partners, suppliers and vendors. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with its service, breach of representations or covenants, intellectual property infringement or other claims made against such parties. These provisions may limit the time within which an indemnification claim can be made. It is not possible to determine the maximum potential amount under
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these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. The Company has not in the past incurred significant expense defending its licensees against third party claims, nor has it incurred significant expense under its standard service warranties or arrangements with its members, partners, suppliers, and vendors. Accordingly, the Company had no liabilities recorded for these provisions as of June 30, 2026 and December 31, 2025.

9. Common Stock Warrants
In April 2021, in connection with a legacy loan agreement that expired in January 2022, the Company issued to Silicon Valley Bank a warrant to purchase up to an aggregate of 126,185 shares of our common stock at an exercise price of $ 0.30 per share. During the three and six months ended June 30, 2026, the Company issued 125,987 shares of common stock in connection with the cashless exercise of warrants.
In October 2022, the Company issued a warrant to a customer (“Holder”) to purchase an aggregate of up to 1,484,230 shares of Common Stock (the “Customer Warrant”). The exercise period of the Customer Warrant is through the seven th anniversary of the issue date.
In October 2023, the Company amended the Customer Warrant and issued an additional warrant to the Holder to purchase an aggregate of up to 831,945 shares of Common Stock (the “2023 Warrant”), with the same exercise period as the Customer Warrant. The 2023 Warrant will vest and become exercisable over the contract term, contingent upon the achievement of performance conditions, comprised of specified tranches of purchases by the Holder and its affiliates to the Company.
In February 2026, the Company issued a warrant to the Holder to acquire up to an aggregate of 3,262,299 shares of common stock at an exercise price of $ 142.82 per share (the “2026 Warrant”, and together with the Customer Warrant and the 2023 Warrant, the “Warrants”). The 2026 Warrant will vest and become exercisable over the contract term, contingent upon the achievement of performance conditions, comprised of specified tranches of purchases by the Holder and its affiliates to the Company.
The grant date fair value of the 2026 Warrant was determined to be $ 85.83 per share, using the Black-Scholes-Merton option pricing model, for maximum total 2026 Warrant fair value of $ 280.0  million. The per share grant date fair values of the 2026 Warrant were estimated using the following assumptions:

2026 Warrant
Expected dividend yield
— %
Risk-free interest rate
4.3 %
Expected volatility 54.8 %
Expected term (in years)
7.0
Per share fair value of common stock $ 142.82  

As of June 30, 2026 and December 31, 2025, an aggregate of 1,663,042 shares and 1,165,513 shares, respectively, of the underlying Warrants were vested and exercisable. Additionally, an aggregate of 24,722 and 30,589 shares were probable of vesting as of June 30, 2026 and December 31, 2025, respectively. There were no Warrants exercised by the Holder as of June 30, 2026.
The Company recognized $ 10.2 million and $ 1.8 million for the three months ended June 30, 2026 and 2025, respectively, and $ 12.3 million and $ 2.1 million for the six months ended June 30, 2026 and 2025, respectively, as a reduction of revenue in the condensed consolidated statements of operations and comprehensive income related to the Warrants. The remaining grant date fair values of the Warrants that are probable of vesting will be recognized as a reduction of revenue in proportion to the amount of related product sales, which could occur until January 2, 2033.
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10. Stock-Based Compensation
A summary of stock-based compensation expense recognized in the condensed consolidated statements of operations and comprehensive income is as follows (in thousands):

Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Cost of revenue $ 1,692   $ 353   $ 2,191   $ 315  
Research and development 36,413   17,852   65,817   37,038  
Sales and marketing 11,419   9,194   21,311   21,513  
General and administrative 14,468   8,075   23,586   19,054  
Total (1)
$ 63,992   $ 35,474   $ 112,905   $ 77,920  
(1) Stock-based compensation expense for the three and six months ended June 30, 2026 did not include the $ 4.0 million in share-based consideration related to acquisitions, see Note 6 - Business Combinations for further details.
Stock Options
A summary of stock option activity under the 2018 Plan and 2024 Plan is as f ollows (in thousands, except years and per share data):

Number of
Shares Weighted
Average
Exercise
Price Weighted Average Remaining Contractual Term (in years) Aggregate
Intrinsic
Value
Outstanding as of December 31, 2025 2,721 $ 0.86   5.5 $ 450,336  

Exercised ( 1,028 ) 0.81  

Outstanding as of June 30, 2026 1,693 $ 0.89   5.0 $ 816,380  
Vested and expected to vest as of June 30, 2026 1,693 $ 0.89  

5.0

$ 816,380  
Exercisable as of June 30, 2026 1,668 $ 0.90   5.0 $ 804,240  

As of June 30, 2026, there was approximately $ 0.5 million of total unrecognized compensation cost, related to unvested stock options, which is expected to be recognized over a weighted-average remaining requisite service period of 1.0 years, using the straight-line method.
Restricted Stock Units (“RSUs”)
A summary of RSU activity under the 2018 Plan and 2024 Plan is as follows (in thousands, except per share data):

Number of
Restricted Stock
Units Weighted
Average Grant
Date Fair Value
 (per share)
Outstanding as of December 31, 2025 9,354 $ 51.39  
Granted 2,240 182.89  
Vested ( 2,089 ) 36.79  
Cancelled and forfeited ( 325 ) 94.55  
Outstanding as of June 30, 2026 9,180 $ 85.27  

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As of June 30, 2026, there was $ 640.1  million of unrecognized stock-based compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average period of 2.0 years .
Performance Stock Units (“PSUs”)
A summary of PSU activity under the 2024 Plan is as follows (in thousands, except per share data):

Number of
Performance Stock
Units
Weighted
Average Grant
Date Fair Value
( per share)
Outstanding as of December 31, 2025 177 $ 126.64  
Granted 220 154.08  
Vested ( 4 ) 152.44  
Cancelled and forfeited ( 18 ) 126.16  
Outstanding as of June 30, 2026 375 $ 142.44  

As of June 30, 2026, there was $ 40.3 million of unrecognized stock-based compensation expense related to these PSUs, which is expected to be recognized over a weighted-average period of 2.1 years .

11. Net Income per Common Share
The following table sets forth the computation of basic and diluted net income per share attributable to the Company’s common stockholders (in thousands, except per share data):

Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025

Net income attributable to common stockholders $ 153,088   $ 51,219   $ 233,398   $ 83,038  

Shares used in net income per share computations:
Weighted-average shares used in computing net income per share attributable to common stockholders, basic 172,378 165,428 171,557 164,316
Effect of potentially dilutive equivalent shares 10,962 12,672 10,697 13,965
Weighted-average shares used in computing net income per share attributable to common stockholders, diluted 183,340 178,100 182,254 178,281

Net income per share attributable to common stockholders, basic $ 0.89   $ 0.31   $ 1.36   $ 0.51  
Net income per share attributable to common stockholders, diluted $ 0.83   $ 0.29   $ 1.28   $ 0.47  

Potentially dilutive securities include dilutive common stock from assumed exercise of stock options, RSUs, Warrants, and Employee Stock Purchase Plan (“ESPP”) shares using the treasury stock method. Under the treasury stock method, potential shares outstanding are not included in the computation of diluted net income per share if their effect is anti-dilutive. Anti-dilutive potential shares are as follows (in thousands):

Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
RSUs 43   1,030   212   1,009  

ESPP 13   26   8   13  
Total 56   1,056   220   1,022  

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12. Income Taxes
The Company's income tax benefit recognized for the three and six months ended June 30, 2026 and 2025 is as follows (in thousands, except percentages):

Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Income tax benefit $ 50,263   $ 560   $ 57,159   $ 10,662  
Effective tax rate ( 48.9 ) % ( 1.1 ) % ( 32.4 ) % ( 14.7 ) %

The Company accrues for income taxes during interim periods based on the estimated effective tax rate for the year. The effective tax rate for the three and six months ended June 30, 2026 is different than the statutory federal tax rate primarily due to the valuation allowance in the United States and the excess tax benefits related to equity compensation, foreign derived intangible income deduction and U.S. research and development credits, which results in current tax benefits.
The determination of the realizability of deferred tax assets requires significant judgment in assessing if there is sufficient positive evidence to support a conclusion that it is more likely than not the deferred tax assets will be realized. A significant piece of negative evidence in this assessment is the Company’s three-year cumulative loss, which is driven primarily by continued excess tax benefits related to equity compensation. If the Company continues to achieve positive operating results such that it could overcome this negative evidence, it may release the valuation allowance associated with its U.S. deferred tax assets in future periods. A release of all, or a portion, of the valuation allowance would result in the recognition of certain deferred tax assets and may result in a material decrease to income tax expense for the period the release is recorded.
The effective tax rate for the three and six months ended June 30, 2025 is different than the statutory federal tax rate primarily due to the valuation allowance in the United States and the excess tax benefits related to equity compensation, foreign derived intangible income deduction, and U.S. research and development credits, which result in current tax benefits. This is offset by the current tax expense from the capitalization of research and development expenditures under Section 174 of the Internal Revenue Code.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto and management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2025 included in our Annual Report on Form 10-K filed with the SEC on February 20, 2026. As discussed in the section titled “Special Note about Forward-Looking Statements,” this discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” and included elsewhere in this Quarterly Report on Form 10-Q and Annual Report on Form 10-K filed with the SEC on February 20, 2026.

Overview
Our mission is to innovate, design, and deliver semiconductor-based connectivity solutions that are purpose-built to unleash the full potential of cloud and AI infrastructure.
Building on years of experience with a singular focus on addressing connectivity challenges in data-centric systems, we have developed and deployed our Intelligent Connectivity Platform built from the ground up for cloud and AI infrastructure. Our Intelligent Connectivity Platform is comprised of semiconductor-based, high-speed, mixed-signal connectivity products that integrate a matrix of microcontrollers and sensors, and COSMOS, our software suite, which is embedded in our connectivity products and integrated into our customers’ systems.
Our Intelligent Connectivity Platform provides our customers with the ability to deploy and operate high-performance cloud and AI infrastructure at scal e , addressing an increasingly diverse set of requirements. We provide our connectivity products in various form factors, including Integrated Circuits (“ICs”), boards, and modules.
Our patented software-defined platform approach delivers critical connectivity performance, enables flexibility and customization, and supports observability and predictive analytics. This approach is designed to efficiently address the data, network, and memory bottlenecks, scalability, and other unique infrastructure requirements of our hyperscaler and system OEM customers.
Based on trusted relationships with the leading hyperscalers and collaboration with data center infrastructure suppliers, our platform is designed to meet our customers’ unique cloud scale requirements. Our COSMOS software suite is foundational to our Intelligent Connectivity Platform and is designed to enable our customers to seamlessly configure, manage, monitor, optimize, troubleshoot, and customize functions in our IC, board, and module products.
Today, our connectivity solutions are at the heart of major AI platforms deployed worldwide featuring both commercially available Graphic Processing Units (“GPUs”) and proprietary AI accelerators. We offer our customers four product families across multiple form factors including ICs, boards, and module s, shipping millions of devices across leading hyperscalers . Our products, which include Aries PCIe ® /CX L ® Smart DSP Retimers, Aries PCIe®/CXL® Smart Cable Modules™, Taurus Ethernet Smart Cable Module s ™ , Leo CXL Memory Connectivity Controllers, and Scorpio Smart Fabric Switches, are built upon industry standard connectivity protocols such as Peripheral Component Interconnect Express (“PCIe”), Ethernet, and Compute Express Link (“CXL”), to address the growing demand for purpose-built connectivity solutions that solve critical data, network, and memory bottlenecks inherent in cloud and AI infrastructure.
Since our inception, we have created and commercialized first-to-market PCIe, Ethernet, and CXL products. We have become a trusted partner and a proven supplier to our hyperscaler and system OEM customers. We have experienced strong growth since the commercial launch of Aries in 2020. Our revenue grew from $34.8 million in 2021, $79.9 million in 2022, $115.8 million in 2023, and $396.3 million in 2024, to $852.5 million in 2025. Our revenue was $700.8 million for the six months ended June 30, 2026, driven by a sizable increase in demand for our products.

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Summary of Financial Highlights

Our revenue was $392.4 million for the three months ended June 30, 2026, c ompared to $191.9 million for the same period in 2025, representing an increase of 104% year over year.

Our revenue was $700.8 million for the six months ended June 30, 2026 c ompared to $351.4 million for the same period in 2025, representing an increase of 99% year over year.
Gross margin decreased by 250 basis points (“bps”) to  73.3% for the three months ended June 30, 2026, compared to 75.8% for the same period in 2025.
Gross margin decreased by 80 bps to 74.6%  for the six months ended June 30, 2026 compared to 75.4% for the same period in 2025.

Operating income was $89.2 million and $151.1 million for the three and six months ended June 30, 2026, respectively, compared to $39.8 million and $51.1 million for the same periods in 2025, respectively, representing an increase of 124% and 196% year over year, respectively.
Net income was $153.1 million and $233.4 million for the three and six months ended June 30, 2026 respectively, compared to $51.2 million and $83.0 million for the same periods in 2025, respectively, representing an increase of 199% and 181% year over year, respectively.

Results of Operations
Comparison of the Three and Six Months Ended June 30, 2026 and 2025
Revenue

Three Months Ended
June 30, Change Six Months Ended
June 30, Change
2026 2025 Amount % 2026 2025 Amount %

(in thousands, except percentages)

Revenue $ 392,400  $ 191,925  $ 200,475  104  % $ 700,761  $ 351,367  $ 349,394  99  %

Total revenue increased $200.5 million , or  104%, and $349.4 million, or 99%, for the three and six months ended June 30, 2026, compared to the same periods in 2025, primarily due to an increase in overall unit shipments driven by higher demand for our Aries, Scorpio, and Taurus products, as well as higher overall average selling prices resulting from an increased mix of hardware modules and Scorpio products .
Cost of Revenue, Gross Profit, and Gross Margin

Three Months Ended
June 30, Change Six Months Ended
June 30, Change
2026 2025 Amount % 2026 2025 Amount %

(in thousands, except percentages and bps)

Cost of revenue $ 104,833  $ 46,362  $ 58,471  126  % $ 178,053  $ 86,393  $ 91,660  106  %
Gross profit 287,567  145,563  142,004  98  % 522,708  264,974  257,734  97  %
Gross margin 73.3  % 75.8  % (250) bps 74.6  % 75.4  % (80) bps

Total cost of revenue increased $58.5 million , or  126% , and $91.7 million, or 106%, for the three and six months ended June 30, 2026, compared to the same periods in 2025, respectively, primarily due to higher unit shipments and shift in product mix cost.
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Gross margin decreased 250 bps to  73.3% for the three months ended June 30, 2026 compared to 75.8% for the same period in 2025. The decrease was primarily driven by a shift in product mix towards lower margin hardware modules, as well as the impact of the Warrants.
Gross margin decreased 8 0 bps to  74.6% for the six months ended June 30, 2026 compared to 75.4% for the same period in 2025. The decrease was primarily driven by a shift in product mix towards lower margin hardware modules, as well as the impact of the Warrants .
For an additional discussion of Warrants, s ee Note 9 - Common Stock Warrants in the notes to the unaudited condensed c onsolidated f inancial s tatements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Research and Development

Three Months Ended
June 30, Change Six Months Ended
June 30, Change
2026 2025 Amount % 2026 2025 Amount %

(in thousands, except percentages)

Research and development
$ 135,898  $ 66,724  $ 69,174  104  % $ 261,532  $ 131,278  $ 130,254  99  %
Percentage of revenue
35  % 35  % 37  % 37  %

Research and development expense increased $69.2 million , or  104% , for the three months ended June 30, 2026 compared to the same period in 2025. The increase was primarily due to a $32.7 million increase in personnel-related costs resulting from an 118% increase in headcount, an $18.6 million increase in non-cash stock-based compensation expenses, and a $12.1 million increase in overall spending to support our R&D initiatives, which includes hardware design, software licensing, and cloud hosting services costs.
Research and development expense increased $130.3 million, or 99% , for the six months ended June 30, 2026 c ompared to the same period in 2025. The increase was primarily due to a $49.8 million increase in personnel-related costs resulting from a 102% increase in headcount, a $28.8 million increase in non-cash stock-based compensation expenses, and a $41.4 million increase in overall spending to support our R&D initiatives, which includes hardware design, software licensing, and cloud hosting services costs.
Sales and Marketing

Three Months Ended
June 30, Change Six Months Ended
June 30, Change
2026 2025 Amount % 2026 2025 Amount %

(in thousands, except percentages)

Sales and marketing
$ 26,372  $ 18,609  $ 7,763  42  % $ 48,271  $ 40,311  $ 7,960  20  %
Percentage of revenue
7  % 10  % 7  % 11  %

Sales and marketing expense increased by $7.8 million , or 42%, for the three months ended June 30, 2026 compared to the same period in 2025. The increase was primarily due to a $4.9 million increase in personnel-related costs resulting from a 47% increase in headcount, and a $2.2 million increase in non-cash stock-based compensation expenses.
Sales and marketing expense increased by $8.0 million , or 20% , for the six months ended June 30, 2026 compared to the same period in 2025. The increase was primarily due to a $6.9 million increase in personnel-related costs resulting from a 113% increase in headcount.
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General and Administrative

Three Months Ended
June 30, Change Six Months Ended
June 30, Change
2026 2025 Amount % 2026 2025 Amount %

(in thousands, except percentages)

General and administrative
$ 36,049  $ 20,456  $ 15,593  76  % $ 61,824  $ 42,326  $ 19,498  46  %
Percentage of revenue
9  % 11  % 9  % 12  %

General and administrative expense increased $15.6 million , or  76% , for the three months ended June 30, 2026 compared to the same period in 2025. The in crease was primarily due to a $6.4 million increase in non-cash stock-based compensation expenses, a $5.6 million increase in personnel-related costs resulting from a 79% increase in headcount, a $1.8 million increase in professional services fees associated with the continued development of our public company infrastructure, and a $1.8 million increase in other operating costs to support our business expansion.
General and administrative expense increased $19.5 million , or 46% , for the six months ended June 30, 2026 compared to the same period in 2025. The in crease was primarily due to a $7.3 million increase in personnel-related costs resulting from a 58% increase in headcount, a $4.5 million in crease in non-cash stock-based compensation expense, a $4.3 million increase in professional services fees associated with the continued development of our public company infrastructure, and a $3.0 million increase in other operating costs to support our business expansion.
Interest and Other Income

Three Months Ended
June 30, Change Six Months Ended
June 30, Change
2026 2025 Amount % 2026 2025 Amount %

(in thousands, except percentages)

Interest and other income
$ 13,577  $ 10,885  $ 2,692  25  % $ 25,158  $ 21,317  $ 3,841  18  %

For th e three and six months ended June 30, 2026, interest and other income increased $2.7 million , o r  25%, and $3.8 million, or 18%, compared to the same periods in 2025, respectively, primaril y du e t o higher average balances of short-term investments and cash equivalents as a result of cash flow from operations, partially offset by lower interest rates.

Income Tax Benefit

Three Months Ended
June 30, Change Six Months Ended
June 30, Change
2026 2025 Amount % 2026 2025 Amount %

(in thousands, except percentages)

Income tax benefit
$ 50,263  $ 560  $ 49,703  8,876  % $ 57,159  $ 10,662  $ 46,497  436  %

The benefit from income tax in creased $49.7 million , or  8,876% , and $46.5 million , or 436% , for the t hree and six months ended June 30, 2026, respectively, compared to the same periods in 2025 , primarily due to an increase in excess tax benefits related to equity compensation.

Non-GAAP Financial Measures

This Quarterly Report on Form 10-Q contains certain financial measures that are not presented in accordance with generally accepted accounting principles in the United States (“GAAP”), which we use to supplement the performance measures in our condensed consolidated financial statements, which are presented in accordance with GAAP. We refer to these measures as “non-GAAP financial measures.” These non-GAAP financial measures include non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income, and non-GAAP net income. We use these non-GAAP financial measures for financial and operational decision-making and as a means to assist us in evaluating period-to-period
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comparisons. By excluding certain items that may not be indicative of our recurring core operating results, we believe that non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income, and non-GAAP net income provide meaningful supplemental information regarding our performance. Accordingly, we believe these non-GAAP financial measures are useful to investors and others because they allow for additional information with respect to financial measures used by management in its financial and operational decision-making and they may be used by our institutional investors and the analyst community to help them analyze the health of our business. However, there are a number of limitations related to the use of non-GAAP financial measures, and these non-GAAP measures should be considered in addition to, not as a substitute for or in isolation from, our financial results prepared in accordance with GAAP. Other companies, including companies in our industry, may calculate these non-GAAP financial measures differently or not at all, which reduces their usefulness as comparative measures.
Non-GAAP Gross Profit and Non-GAAP Gross Margin
We define non-GAAP gross profit as gross profit presented in accordance with GAAP, adjusted to exclude non-cash stock-based compensation expenses. The non-GAAP gross margin is non-GAAP gross profit divided by revenue. We have presented non-GAAP gross profit because we consider non-GAAP gross profit to be a useful metric for investors and other users of our financial information in evaluating our operating performance as it excludes the impact of non-cash stock-based compensation, a charge that can vary from period to period for reasons that are unrelated to our core operating performance. This metric also provides investors and other users of our financial information with an additional tool to eliminate the effects of items that may vary for different companies for reasons unrelated to core operating performanc e .
A reconciliation of our GAAP gross profit and GAAP gross margin, the most directly comparable GAAP financial measures, to non-GAAP gross profit and non-GAAP gross margin is presented below:

Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025

(in thousands, except percentages)

GAAP gross profit $ 287,567  $ 145,563  $ 522,708  $ 264,974 
Stock-based compensation expense
1,692  353  2,191  315 
Non-GAAP gross profit $ 289,259  $ 145,916  $ 524,899  $ 265,289 

GAAP gross margin
73.3  % 75.8  % 74.6  % 75.4  %
Stock-based compensation expense 0.4  0.2  0.3  0.1 
Non-GAAP gross margin 73.7  % 76.0  % 74.9  % 75.5  %

Non-GAAP Operating Income and Non-GAAP Operating Margin
We define non-GAAP operating income as operating income presented in accordance with GAAP, adjusted to exclude non-cash stock-based compensation expenses and acquisition-related costs. We define non-GAAP operating margin as non-GAAP operating income divided by revenue. We have presented non-GAAP operating income and non-GAAP operating margin because we consider them useful metrics for investors and other users of our financial information in evaluating our operating performance as it excludes the impact of non-cash stock-based compensation expense and acquisition-related costs, charges that can vary from period to period or are one time charges for reasons that are unrelated to our core operating performance. These metrics also provide investors and other users of our financial information with an additional tool to eliminate the effects of items that may vary for different companies for reasons unrelated to core operating performanc e .
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A reconciliation of our GAAP operating income and GAAP operating margin, the most directly comparable GAAP financial measures, to non-GAAP operating income and non-GAAP operating margin is presented below:

Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025

(in thousands, except percentages)

GAAP operating income
$ 89,248  $ 39,774  $ 151,081  $ 51,059 
Stock-based compensation expense
63,992  35,474  112,905  77,920 
Acquisition-related costs (1)
232  —  1,213  — 
Non-GAAP operating income $ 153,472  $ 75,248  $ 265,199  $ 128,979 

GAAP operating margin
22.7  % 20.7  % 21.6  % 14.5  %
Stock-based compensation expense
16.3  18.5  16.1  22.2 
Acquisition-related costs (1)
0.1  —  0.2  — 
Non-GAAP operating margin (2)
39.1  % 39.2  % 37.8  % 36.7  %

(1) Acquisition-related costs include certain incremental expenses incurred to effect a business combination such as third-party costs: advisory, legal, accounting, valuation, and other professional fees.
(2) Total may not sum due to rounding.
Non-GAAP Net Income
We monitor non-GAAP net income for planning and performance measurement purposes. We define non-GAAP net income as net income presented in accordance with GAAP on our condensed consolidated statements of operations, excluding the impact of non-cash stock-based compensation expenses, acquisition-related costs, non-cash fair value adjustments on equity investments without readily determinable fair values , and the related tax impact on the adjustments. We have presented non-GAAP net income because we believe that the exclusion of these charges allows for a more relevant comparison of our results of operations to other companies in our industry and facilitates period-to-period comparisons as it eliminates the effect of certain factors unrelated to our overall operating performance.
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A reconciliation of our GAAP net income, the most directly comparable GAAP financial measure, to our non-GAAP net income is presented below:

Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025

(in thousands)

GAAP net income
$ 153,088  $ 51,219  $ 233,398  $ 83,038 
Stock-based compensation expense 63,992  35,474  112,905  77,920 
Acquisition-related costs (1)
232  —  1,213  — 
Other (2)
(1,500) —  (1,500) — 
Income tax effect (3)
(69,996) (8,670) (90,133) (23,308)
Non-GAAP net income $ 145,816  $ 78,023  $ 255,883  $ 137,650 

(1) Acquisition-related costs include certain incremental expenses incurred to effect a business combination such as third-party costs: advisory, legal, accounting, valuation, and other professional fees.
(2) Other is comprised of non-cash fair value adjustments related to equity investments without readily determinable fair values. These investments are measured at cost and adjusted for observable price changes or impairment on a nonrecurring basis only upon the occurrence of certain events. Accordingly, these adjustments are not indicative of our core operating performance.

(3) Income tax effect is calculated based on the tax laws in the jurisdictions in which we operate and is calculated to exclude the impact of non-cash stock-based compensation expense and one-off discrete tax adjustments that are unrelated to our core operating performance. While we maintain a valuation allowance for GAAP purposes, we no longer maintain valuation allowance for non-GAAP purposes due to our cumulative tax profits on a non-GAAP basis. For the three months ended June 30, 2026 and 2025, the non-GAAP tax rate was approximately 12% and 9%, respectively. For the six months ended June 30, 2026 and 2025, the non-GAAP tax rate was approximately 11% and 8%, respectively.

Liquidity and Capital Resources
Since our inception, we have financed our operations primarily through proceeds from equity issuances including net proceeds from our IPO, and cash generated from the sale of our products. As of June 30, 2026 , our principal sources of liquidity were cash, cash equivalents, and marketable securities of $1.3 billion . Our principal use of cash is t o fund our operations, invest in research and development, fund capital expenditures for production equipment, acquisitions of businesses or technologies, and to support our overall growth.
We generated $162.3 million in cash flow from operating activities for the six months ended June 30, 2026 and retained earnings of $243.7 million as of June 30, 2026. W e believe that our current cash, cash equivalents, and marketable securities will be sufficient to fund our operations for at least the next 12 months and beyond. Our future capital requirements, however, will depend on many factor s , including our growth rate, the timing and extent of our sales and marketing and research and development expenditures, capital expenditures for production equipment, the continuing market acceptance of our product s , and the use of cash to fund potential mergers or acquisitions. In the event that additional financing is required from outside sources, we may seek to raise additional funds through equity, equity-linked arrangements, and debt. If we are unable to raise additional capital when desired and at reasonable rates, our business, results of operations, and financial condition could be adversely affected.
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Cash Flows
The following table summarizes our cash flows for the periods presented:

Six Months Ended
June 30,
2026 2025 Change
(in thousands)

Net cash provided by operating activities $ 162,276  $ 145,870  $ 16,406 
Net cash used in investing activities $ (225,567) $ (67,633) $ (157,934)
Net cash provided by financing activities $ 7,130  $ 5,123  $ 2,007 

Change in Cash Flows from Operating Activities
Net cash provided by operating activities was $162.3 million for the six months ended June 30, 2026 , compared to $145.9 million for the comparable period in 2025. The $16.4 million increase in operating cash inflows was a result of a $150.4 million increase in net income, higher non-cash charges of $50.1 million, partially offset by an unfavorable change of $184.0 million from changes in operating assets and liabilities. The higher non-cash charges of $50.1 million were primarily due to a $35.0 million increase in stock-based compensation expense, a $10.2 million increase in warrants contra revenue, and a $5.1 million increase in depreciation and amortization. The unfavorable change of $184.0 million in operating assets and liabilities was predominantly attributable to (i) a $124.0 million unfavorable change in accounts receivable due to higher product sales and the timing of customer payments, (ii) a $38.6 million unfavorable change in inventory primarily resulting from per-unit inventory costs and inventory build up to support anticipated demand, and (iii) a $22.9 million unfavorable change in the prepaid expenses and other assets. These unfavorable changes were partially offset by a $1.4 million favorable change in accounts payable and accrued other liabilities primarily due to the timing of payments.
Change in Cash Flows from Investing Activities
Net cash used in investing activities was $225.6 million for the six months ended June 30, 2026 , compared to $67.6 million for the comparable period in 2025. The increase in cash used in investing activities of $157.9 million was primarily due to a $109.7 million decrease in proceeds from sales and maturities of marketable securities, a $69.2 million increase in payments related to business acquisitions, and a $21.5 million increase in purchases of property and equipment. These increases were partially offset by a $45.0 million decrease in purchases of marketable securities.
Change in Cash Flows from Financing Activities
Net cash provided by financing activities was $7.1 million for the six months ended June 30, 2026 , compared to $5.1 million for the comparable period in 2025. The increase in cash provided by financing activities of $2.0 million was primarily due to a $1.9 million increase in proceeds received from the employee stock purchase plan.

Material Cash Requirements

Operating lease commitments. Our operating lease commitments primarily include corporate offices. For an additional discussion of our operating lease commitments, s ee Note 7 - Leases in the notes to the unaudited condensed consolidated financial statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Purchase commitments. Our purchase commitments are primarily related to software licenses and cloud hosting. For an additional discussion of our purchase commitments, s ee Note 8 - Commitments and Contingencies in the notes to the unaudited condensed consolidated financial statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q.

For an additional discussion of our Material Cash Requirements, s ee Note 8 - Commitments and Contingencies in the notes to the unaudited condensed consolidated financial statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q.
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Indemnification Agreements
See Note 8 - Commitments and Contingencies in the notes to the unaudited condensed consolidated financial statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Critical Accounting Estimates
Our unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q are prepared in accordance with GAAP. The preparation of unaudited condensed consolidated financial statements in accordance with GAAP requires us to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures as of the date of the financial statements, as well as the reported amounts of revenue and expenses during the period presented. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations, and cash flows could be affected.

There have been no material changes to our critical accounting policies and estimates as described in our Annual Report on Form 10-K for the year ended December 31, 2025 .
Recent Accounting Pronouncements
For more information, see Note 1 - Nature of Business and Summary of Significant Accounting Policies in the notes to the unaudited condensed c onsolidated f inancial s tatements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest rate risk and foreign currency exchange risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2025. As of June 30, 2026, there have been no material changes to the interest rate and foreign currency exchange risk described as of December 31, 2025.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Our disclosure controls and procedures are designed to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2026, our disclosure controls and procedures were effective at a reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Limitations on Effectiveness of Controls and Procedures

A control system, no matter how well designed and operated, can provide only reasonable, not absolute assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.
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Part II - Other Information

Item 1. Legal Proceedings
We are not currently a party to any material pending legal proceedings. From time to time, we may be subject to legal proceedings and claims arising in the ordinary course of business. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Item 1A. Risk Factors
For a discussion of potential risks and uncertainties, see the information in the section titled “Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2025. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Use of Proceeds from our IPO
On March 19, 2024, our registration statement on Form S-1, as amended (File No. 333-277205), was declared effective by the SEC for our initial public offering. There has been no material change in the expected use of the net proceeds from our IPO as described in the final prospectus, dated March 19, 2024 and filed with the SEC on March 21, 2024 pursuant to Rule 424(b) of the Securities Act.

Item 3. Defaults Upon Senior Securities
None.

Item 4. Mine Safety Disclosures
Not applicable

Item 5. Other Information

Insider Adoption or Termination of Trading Arrangements

Our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated or modified the amount, pricing, timing or provisions in a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading agreement” (each as defined in Item 408 of Regulation S-K) during the quarterly period covered by this report as described in the table below:

Name Title Action Date Adopted Character of Trading Arrangement (1)
Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to a Trading Arrangement Expiration Date (2)

Manuel Alba (3)
Chair of the Board Adoption 5/22/2026 Rule 10b5-1 Trading Arrangement 1,412,000 8/31/2027

(1) Except as indicated by footnote, each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act, as amended (the “Rule”).

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(2) Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of sales or (b) the date listed in the table. Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule and is scheduled to terminate on the earlier of the expiration date or when all shares are sold under such plan, subject to early termination for certain specified events set forth therein.

(3) The shares covered by this trading arrangement include certain shares that are held by trusts and may be deemed to be indirectly beneficially owned by Manuel Alba.

Item 6. Exhibits.

The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q, or are incorporated herein by reference, in each case as indicated below:

Exhibit Number
Exhibit Title
Form File No. Exhibit No. Filing Date Filed Herewith

31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X

31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X

32.1*
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X

32.2*
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X

101. INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101. SCH Inline XBRL Schema Document

101. CA: Inline XBRL Calculation Linkbase Document

101 DEF Inline XBRL Definition Linkbase Document

101. LAB Inline XBRL Labels Linkbase Document

101. PRE Inline XBRL Presentation Linkbase Document

104 Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).

_________
*     The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are deemed “furnished” and not “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent specifically incorporated by reference into such filing.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the r egistrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized .

ASTERA LABS, INC.

Date: August 4, 2026 By: /s/ Desmond Lynch
Name: Desmond Lynch
Title: Chief Financial Officer

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