10-K – 2025-11-14 – mtsi-20251003.htm

Lowell, Massachusetts A, P&F, T&A, AE, S&M and RT 281,700 October 2043
RTP, North Carolina A, R&D, P&F, T&A, S&M and RT 177,785 June 2037
Limeil-Brévannes, France A, P&F, T&A, S&M and RT 164,752 Owned
Morgan Hill, California A, P&F, R&D, AE, RT, T&A 73,783 February 2028
Newport Beach, California R&D, AE and S&M 57,412 June 2035
Ann Arbor, Michigan P&F, R&D and T&A, RT 50,335 May 2026
Hamilton, New Jersey A, T&A, AE, R&D, S&M and RT 35,750 November 2033
Nashua, New Hampshire R&D, T&A, P&F and RT 33,750 December 2027
Hsinchu, Taiwan P&F, T&A and RT 24,282 December 2027
Milpitas, California R&D, AE and S&M 22,246 September 2029
Cork, Ireland A, R&D, S&M, AE and RT 21,422 August 2026
(1) Major activities include Administration (A), Research and Development (R&D), Production and Fabrication (P&F), Sales and Marketing (S&M), Application Engineering (AE), Test and Assembly (T&A) and Reliability Testing (RT).

For additional information regarding property and equipment by geographic region for each of the last two fiscal years and additional information on all of our lease obligations, see the Notes to Consolidated Financial Statements in “ Item 8 - Financial Statements and Supplementary Data ” below.

ITEM 3. LEGAL PROCEEDINGS.
From time to time, we may be subject to commercial and employment disputes, claims by other companies in the industry that we have infringed their intellectual property rights and other similar claims and litigation. Any such claims may lead to future litigation and material damages and defense costs. We were not involved in any pending legal proceedings as of the filing date of this Annual Report that we believe would have a material adverse effect on our business, operating results, financial condition or cash flows.
Certain legal proceedings in which we are involved, if any, are discussed in Note 14 - Commitments and Contingencies to our Consolidated Financial Statements included in this Annual Report which is incorporated by reference herein.

ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Our common stock has been listed on the Nasdaq Global Select Market under the symbol “MTSI” since March 15, 2012. The number of stockholders of record of our common stock as of November 11, 2025 was approximately 72. The number of stockholders of record does not include beneficial owners whose shares are held by nominees in street name.
Stock Price Performance Graph
The following graph shows a comparison from October 2, 2020 through October 3, 2025 of the total cumulative return of our common stock with the total cumulative return of the NASDAQ Composite Index and the PHLX Semiconductor Index. The amounts represented below assume an investment of $100.00 in our common stock at the closing price of $33.80 on October 2, 2020 and in the Nasdaq Composite Index and the PHLX Semiconductor Index on the closest month end date of October 2, 2020, and assume reinvestment of dividends. The comparisons in the graph are historical and are not intended to forecast or be indicative of possible future performance of our common stock.
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October 2, 2020 October 1, 2021 September 30, 2022 September 29, 2023 September 27, 2024 October 3, 2025

MACOM Technology Solutions Holdings, Inc. $100.00 $193.31 $153.22 $241.36 $329.94 $376.95
Nasdaq Composite Index $100.00 $132.41 $96.85 $122.14 $168.68 $213.53
PHLX Semiconductor Index $100.00 $146.83 $103.85 $154.62 $234.89 $296.42

Issuer Purchases of Equity Securities
The following table presents information with respect to purchases of common stock we made during the fiscal quarter ended October 3, 2025. 

Period Total Number of Shares
(or Units)
 Purchased (1)
Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs

July 5, 2025—August 1, 2025 841  $ 138.36  —  —
August 2, 2025—August 29, 2025 1,900  126.90  —  —
August 30, 2025—October 3, 2025 717  131.42  —  —
Total
3,458  $ 130.62  —  —

(1) Our board of directors has approved “withhold to cover” as a tax payment method for vesting of restricted stock awards for our employees. Pursuant to an election for “withhold to cover” made by our employees in connection with the vesting of such awards, all of which were outside of a publicly announced repurchase plan, we withheld from such employees the shares noted in the table above to cover tax withholding related to the vesting of their awards. The average prices listed in the above table are averages of the fair market prices at which we valued shares withheld for purposes of calculating the number of shares to be withheld.
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Equity Compensation Plan Information
We have two equity compensation plans under which shares are currently authorized for issuance, our 2021 Omnibus Incentive Plan (the “2021 Plan”) and our 2021 Employee Stock Purchase Plan. Each of our aforementioned plans were approved by our stockholders. The following table provides information regarding securities authorized for issuance as of October 3, 2025 under our equity compensation plans.

Plan Category (a)
Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)
(b)
Weighted-average exercise price of outstanding options, warrants and rights (1)
(c)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity Compensation Plans Approved by Security Holders —  $ —  4,228,565 
Equity Compensation Plans Not Approved by Security Holders —  —  — 
Total —  $ —  4,228,565 

(1) Does not include 1,419,356 unvested shares outstanding as of October 3, 2025 in the form of restricted stock units under the 2021 Plan, which do not require the payment of any consideration by the recipients.

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

This Management’s Discussion and Analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear elsewhere in this Annual Report. In addition to historical information, the following discussion contains forward-looking statements that are subject to risks and uncertainties. Actual results may differ substantially and adversely from those referred to herein due to a number of factors, including but not limited to those described below and in “ Item 1A - Risk Factors” and elsewhere in this Annual Report.
The following section generally discusses our financial condition and results of operations for our fiscal year ended October 3, 2025 (“fiscal year 2025 ”) compared to our fiscal year ended September 27, 2024 (“fiscal year 2024”). A discussion regarding our financial condition and results of operations for fiscal year 2024 compared to our fiscal year ended September 29, 2023 (“fiscal year 2023”) can be found in Part II, Item 7 of our Annual Report on Form 10-K for fiscal year 2024, filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2024.

OVERVIEW
We design and manufacture semiconductor products and solutions for I&D, Data Center and Telecom industries. Headquartered in Lowell, Massachusetts, we have more than 70 years of application expertise, with silicon, GaAs, GaN and InP fabrication, manufacturing, assembly and test, and operational facilities throughout North America, Europe and Asia. We design, develop and manufacture differentiated semiconductor products and solutions for customers who demand high performance, quality and reliability. We offer a broad portfolio of thousands of standard and custom devices, which include ICs, MCMs, diodes, amplifiers, switches and switch limiters, passive and active components and RF and optical subsystems, which make up dozens of product lines that service over 6,000 end customers in our three primary markets. Our semiconductor products are electronic components that our customers generally incorporate into larger electronic systems, such as wireless basestations, high-capacity optical networks, data center networks, radar, medical systems, satellite networks and test and measurement applications. Our primary end markets are: (1) I&D, which includes military and commercial radar, RF jammers, electronic countermeasures, communication data links, space-related electronics and various wired and wireless multi-market applications, which include industrial, medical, test and measurement and scientific applications; (2) Data Center, which includes intra-Data Center, DCI applications, at 100G, 200G, 400G, 800G, 1.6T, 3.2T and higher speeds, enabled by our broad portfolio of analog ICs and photonic components for high speed connectivity customers; and (3) Telecom, which includes carrier infrastructure such as long-haul/metro, 5G and 6G infrastructure, SATCOM and FTTx/PON, among others.
See “ Item 1 - Business ” for additional information.
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Basis of Presentation
We have one reportable operating segment and all intercompany balances have been eliminated in consolidation.
We have a 52 or 53-week fiscal year ending on the Friday closest to the last day of September. Fiscal year 2025 included 53 weeks and fiscal years 2024 and 2023 each consisted of 52 weeks. To offset the effect of holidays, for fiscal years in which there are 53 weeks, we typically include the extra week in the first quarter of our fiscal year. Our first quarter of fiscal year 2025, ended January 3, 2025, included 14 weeks.
Description of Our Revenue
Revenue. Our revenue is derived from sales of high-performance RF, microwave, millimeter wave, optical and photonic semiconductor products. We design, integrate, manufacture and package differentiated, semiconductor-based products that we sell to customers through our direct sales organization, our network of independent sales representatives and our distributors.
We believe the primary drivers of our future revenue growth will include:
• continued growth in the demand for high-performance analog, digital and optical semiconductors in our three primary markets;
• introducing new products using advanced technologies, added features, higher levels of integration and improved performance;
• increasing content of our semiconductor solutions in customers’ systems through cross-selling our product lines;
• leveraging our core strength and leadership position in standard, catalog products that service all of our end applications; and
• engaging early with our lead customers to develop custom and standard products.
Our core strategy is to develop and innovate high-performance products that address our customers’ most difficult technical challenges in our primary markets: I&D, Data Center and Telecom.
We expect our revenue in the I&D market to be driven by the expanding product portfolio that we offer which services applications such as test and measurement, space-related electronics, civil and military radar, industrial, automotive, scientific and medical applications, further supported by growth in applications for our multi-market catalog products.
We expect our revenue in the Data Center market to be driven by the adoption of higher speed processing technologies and the upgrade of data center architectures to 100G, 200G, 400G, 800G and 1.6T interconnects, which we expect will drive adoption of higher speed optical and photonic components.
We expect our revenue in the Telecom market to be driven by 5G deployments, with continued upgrades and expansion of communications equipment, SATCOM networks and increasing adoption of our high-performance RF, millimeter wave, optical and photonic components.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements. The preparation of financial statements, in conformity with U.S. generally accepted accounting principles (“GAAP”), requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, the reported amounts of revenue and expenses during the reporting period and disclosure of contingent assets and liabilities at the date of the financial statements. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty and could be material if our actual or expected experience were to change unexpectedly. On an ongoing basis, we re-evaluate our estimates and judgments.
We base our estimates and judgments on our historical experience and on other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making the judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates and material effects on our operating results and financial position may result. The accounting policies which our management believes involve the most significant application of judgment or involve complex estimation, are inventories and associated reserves; revenue reserves; business combinations; goodwill and intangible asset valuation; share-based compensation valuations and income taxes.
Inventory valuation
When we evaluate inventory for excess quantities and obsolescence, we utilize historical product usage experience and expected demand for establishing our reserve estimates. Our actual product usage may vary from the historical experience and estimating demand is inherently difficult, particularly given the cyclical nature of the semiconductor industry, both of these factors may result in us recording excess and obsolete inventory amounts that do not match the required amounts.
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Revenue reserves
We establish revenue reserves, primarily for product returns, price adjustments and stock rotations for products sold. Each revenue reserve requires the use of judgment and estimates that impact the amount and timing of revenue recognition. We record reductions of revenue for such reserve adjustments, in the same period that the related revenue is recorded. The reserves are estimated based on the expected value method derived from historical data, current expectations and economic conditions, and contractual terms with customers, including distributors. The actual pricing adjustments granted may significantly exceed or be less than the historical estimates resulting in adjustments to revenue in the incorrect period.
Business Combinations
We apply significant estimates and judgments in order to determine the fair value of the identified tangible and intangible assets acquired, liabilities assumed and goodwill recognized in business combinations. The value of all assets and liabilities are recognized at fair value as of the acquisition date using a market participant approach. In measuring the fair value, we utilize a number of valuation techniques. When determining the fair value of property and equipment acquired, generally we must estimate the cost to replace the asset with a new asset taking into consideration such factors as age, condition and the economic useful life of the asset. When determining the fair value of intangible assets acquired, typically determined using a discounted cash flow valuation method, we use assumptions such as the timing and amount of future cash flows, discount rates, weighted average cost of capital and estimated useful lives. These assessments can be significantly affected by our judgments.
Goodwill and intangible asset valuation
Significant management judgment is required in our valuation of goodwill and intangible assets, many of which are based on the creation of forecasts of future operating results that are used in the valuation, including (i) estimation of future cash flows, (ii) estimation of the long-term rate of growth for our business, (iii) estimation of the useful life over which cash flows will occur, (iv) terminal values, if applicable, and (v) the determination of our weighted average cost of capital, which helps determine the discount rate. It is possible that these forecasts may change, and our performance projections included in our forecasts of future results may prove to be inaccurate. The value of our goodwill and purchased intangible assets could also be impacted by future adverse changes, such as a decline in the valuation of technology company stocks, including the valuation of our common stock, or a significant slowdown in the worldwide economy or in the semiconductor industry.
Share-based compensation expense
We account for share-based compensation arrangements using the fair value method as described in Note 2 - Summary of Significant Accounting Policies to our Consolidated Financial Statements in this Annual Report. There are a significant number of estimates and assumptions required for the initial valuation as well as for the ongoing valuation of certain share-based compensation items. These estimates may vary significantly, and the assumptions may not be accurate resulting in us having to make adjustments to historically recorded balances.
Income taxes
We are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our current tax exposure and assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our Consolidated Balance Sheets. We then assess the likelihood that our deferred tax assets will be recovered from future taxable income within the relevant jurisdiction. To the extent we believe that recovery is not likely, we must establish a valuation allowance. We provide valuation allowances for certain deferred tax assets where it is more likely than not that any portion will not be realized.
The application of tax laws and regulations to calculate our tax liabilities is subject to legal and factual interpretation, judgment and uncertainty in a multitude of jurisdictions. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations, including the federal statute controlling tax and spending policies passed by the U.S. Congress on July 4, 2025 (the “July 4, 2025 Bill”), as well as court rulings. We recognize potential liabilities for anticipated tax audit matters in the United States and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes and interest will be due. We record an amount as an estimate of probable additional income tax liability at the largest amount that we feel is more likely than not, based upon the technical merits of the position, to be sustained upon audit by the relevant tax authority. 
For additional information related to these and other accounting policies refer to Note 2 - Summary of Significant Accounting Policies to our Consolidated Financial Statements included in this Annual Report which is incorporated by reference herein.
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RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, our Statements of Operations data (in thousands):

Fiscal Years
2025 2024 2023

Revenue $ 967,258  $ 729,578  $ 648,407 
Cost of revenue (1)
438,256  335,805  262,610 
Gross profit 529,002  393,773  385,797 
Operating expenses:
  Research and development (1)
244,466  182,158  148,545 
  Selling, general and administrative (1) (2)
154,884  137,949  129,852 

           Total operating expenses 399,350  320,107  278,397 
Income from operations 129,652  73,666  107,400 
Other (expense) income:

  Interest income 29,853  22,986  20,807 
  Interest expense (5,516) (5,136) (12,384)
  Loss on extinguishment of debt (193,098) —  — 
  Gain on acquired assets and other income (expense), net 10,084  10  (665)
           Total other (expense) income, net (158,677) 17,860  7,758 
(Loss) income before income taxes (29,025) 91,526  115,158 
Income tax expense (3)
25,185  14,667  23,581 

Net (loss) income $ (54,210) $ 76,859  $ 91,577 

(1) Includes (a) amortization expense related to intangible assets arising from acquisitions and (b) share-based compensation expense included in our Consolidated Statements of Operations as set forth below (in thousands):

 Fiscal Years
2025 2024 2023
(a) Intangible amortization expense:
 Cost of revenue $ 14,333  $ 14,790  $ 4,369 
 Research and development 8,892  4,763  — 
 Selling, general and administrative 8,527  17,612  23,735 
Total intangible amortization expense $ 31,752  $ 37,165  $ 28,104 
(b) Share-based compensation expense:
 Cost of revenue $ 8,524  $ 5,938  $ 4,325 
 Research and development 32,144  18,072  14,808 
 Selling, general and administrative 38,694  21,634  18,970 
Total share-based compensation expense $ 79,362  $ 45,644  $ 38,103 

(2) Fiscal years 2025, 2024 and 2023 includes $0.1 million, $7.7 million and $9.1 million, respectively, of acquisition transaction costs.
(3) Fiscal year 2025 includes a non-cash expense of $10.1 million, primarily related to establishing a valuation allowance on foreign NOLs, and fiscal years 2024 and 2023 includes a non-cash benefit of $3.6 million and $12.1 million, respectively, related to the partial release of our valuation allowance. See Note 20 - Income Taxes to the Consolidated Financial Statements included in this Annual Report for additional information.
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The following table sets forth, for the periods indicated, our Statements of Operations data expressed as a percentage of our revenue:

Fiscal Years
2025 2024 2023
Revenue 100.0  % 100.0  % 100.0  %
Cost of revenue 45.3  46.0  40.5 
Gross profit 54.7  54.0  59.5 
Operating expenses:
Research and development 25.3  25.0  22.9 
Selling, general and administrative 16.0  18.9  20.0 

     Total operating expenses 41.3  43.9  42.9 
Income from operations 13.4  10.1  16.6 
Other (expense) income:

Interest income 3.0  3.1  3.2 
Interest expense (0.6) (0.7) (1.9)
Loss on extinguishment of debt (20.0) —  — 
Gain on acquired assets and other income (expense), net 1.0  —  (0.1)
     Total other (expense) income, net (16.6) 2.4  1.2 
(Loss) income before income taxes (3.2) 12.5  17.8 
Income tax expense 2.6  2.0  3.7 

Net (loss) income (5.8) % 10.5  % 14.1  %

Comparison of Fiscal Year Ended October 3, 2025 to Fiscal Year Ended September 27, 2024
Revenue. In fiscal year 2025, our revenue increased by $237.7 million, or 32.6%, to $967.3 million from $729.6 million for fiscal year 2024. Fiscal year 2025 included 53 weeks and fiscal year 2024 consisted of 52 weeks. Our first quarter of fiscal year 2025, ended January 3, 2025, included 14 weeks.
Revenue from our primary markets, the percentage of change between the years and revenue by primary markets expressed as a percentage of total revenue were (in thousands, except percentages):

 Fiscal Years
2025 2024   % Change
Industrial & Defense $ 419,785  $ 351,639  19.4  %
Data Center 292,836  197,875  48.0  %
Telecom 254,637  180,064  41.4  %
 Total $ 967,258  $ 729,578  32.6  %

Industrial & Defense 43.4  % 48.2  %
Data Center 30.3  % 27.1  %
Telecom 26.3  % 24.7  %
 Total 100.0  % 100.0  %

In fiscal year 2025, our I&D market revenue increased by $68.1 million, or 19.4%, compared to fiscal year 2024. The increase was primarily driven by revenue growth from defense programs and the full year contribution of acquisitions.
In fiscal year 2025, our Data Center market revenue increased by $95.0 million, or 48.0%, compared to fiscal year 2024. The increase was primarily driven by an increase in sales of high-performance analog and coherent Data Center products primarily supporting high speed data rates from 100G up to 1.6T.
In fiscal year 2025, our Telecom market revenue increased by $74.6 million, or 41.4%, compared to fiscal year 2024. The increase was primarily driven by an increase in sales of products for 5G and SATCOM applications, broadband access and the full year contribution of acquisitions.
Certain areas of our end markets continue to be negatively impacted by macroeconomic and geopolitical conditions, which we expect may result in weaker near-term demand for our products across all three of our primary markets. In addition, we could be negatively affected by any weakening of global economic conditions, including as a result of the evolving impacts from tariffs, export bans, sanctions or other trade tensions (including implementation of new tariffs or retaliatory trade measures).
Gross profit. In fiscal year 2025, our gross profit increased by $135.2 million, or 34.3%, compared to fiscal year 2024. Gross margin of 54.7% in fiscal year 2025 increased 70 basis points, compared to fiscal year 2024. The increase in gross profit during 2025 was primarily as a result of higher sales, partially offset by increases in employee-related costs and share-based compensation.
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Research and development. In fiscal year 2025, research and development expense increased by $62.3 million, or 34.2%, to $244.5 million, representing 25.3% of revenue, compared with $182.2 million, representing 25.0% of revenue, in fiscal year 2024. Research and development expense increased during fiscal year 2025 primarily due to increases in headcount and employee-related costs, including variable compensation, share-based compensation expense and development-related supply costs.
Selling, general and administrative. In fiscal year 2025, selling, general and administrative expenses increased by $16.9 million, or 12.3%, to $154.9 million, or 16.0% of revenue, compared with $137.9 million, or 18.9% of revenue, for fiscal year 2024. Selling, general and administrative expenses increased during fiscal year 2025 primarily due to an increase in employee-related costs, including variable compensation and share-based compensation, partially offset by decreases in acquisition-related transaction costs and intangible asset amortization.
Interest income. In fiscal year 2025, interest income was $29.9 million, or 3.0% of our revenue, compared to $23.0 million of interest income, or 3.1% of our revenue, for fiscal year 2024. The change in fiscal year 2025 is primarily due to an increase in short-term investments and associated interest income.
Interest expense. In fiscal year 2025, interest expense was $5.5 million, or 0.6% of our revenue, compared to $5.1 million of interest expense, or 0.7% of our revenue, for fiscal year 2024. The increase in fiscal year 2025 is primarily due to increases in interest expense on financing obligations and amortization of debt issuance costs, partially offset by a decrease in interest expense on convertible notes (see Note 15 - Debt and Note 16- Financing Obligation to the Consolidated Financial Statements included in this Annual Report).
Loss on extinguishment of debt. In fiscal year 2025, we recognized a $193.1 million loss on exchange of our 2026 Convertible Notes. See Note 15 - Debt to the Consolidated Financial Statements included in this Annual Report for additional information.
Gain on acquired assets. In fiscal year 2025, we recognized a net gain of $10.1 million related to the transfer of assets, primarily inventory, associated with the RTP, North Carolina fabrication facility that we assumed control of on July 25, 2025. See Note 4 - Acquisitions to the Consolidated Financial Statements included in this Annual Report for additional information.
Income tax expense . In fiscal year 2025, income tax expense was $25.2 million compared to an expense of $14.7 million for fiscal year 2024. The increase in the provision is primarily due to a $10.1 million increase to our valuation allowance. This increase primarily relates to the assessment that certain foreign NOLs were not recoverable, resulting in an allowance of $9.2 million, as well as refinements to the estimate of future California taxable income.
For fiscal year 2025, our effective tax rate was (86.8)%. The difference between our effective tax rate for fiscal year 2025 and the U.S. federal income tax rate of 21% was primarily driven by non-deductibility of the loss on extinguishment of debt. See Note 20 - Income Taxes to the Consolidated Financial Statements included in this Annual Report for additional information.
In July 2025, the U.S. Government enacted the July 4, 2025 Bill which did not have a significant impact to our financials for the year ended October 3, 2025. The Company is currently evaluating the impact of the July 4, 2025 Bill which will restore the ability to deduct domestic research and development costs in the year they are incurred and no longer requires the deferral and amortization of these costs over five years, among other changes. We anticipate this change will impact the Company beginning in our fiscal year ending October 2, 2026. The July 4, 2025 Bill permits the acceleration of any unamortized balance of domestic research and development expenses which were previously deferred and also increases the investment tax credit (“ITC”) relating to the CHIPS Act from 25% to 35% for qualifying assets placed into service after December 31, 2025.

LIQUIDITY AND CAPITAL RESOURCES
The following table summarizes our cash flow activities for the fiscal years ended October 3, 2025 and September 27, 2024, respectively (in thousands):

Fiscal Year Ended
October 3, 2025 September 27, 2024
Cash and cash equivalents, beginning of period $ 146,806  $ 173,952 
Net cash provided by operating activities 235,368  162,640 
Net cash used in investing activities (328,263) (181,133)
Net cash used in financing activities 58,099  (9,064)
Effect of exchange rates on cash balances 132  411 
Cash and cash equivalents, end of period $ 112,142  $ 146,806 

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Cash Flow from Operating Activities:
Our cash flow from operating activities for fiscal year 2025 was $235.4 million and consisted of a net loss of $54.2 million, plus adjustments to reconcile our net loss to cash provided by operating activities of $327.4 million, and cash used by operating assets and liabilities of $37.8 million. Adjustments to reconcile our net loss to cash provided by operating activities primarily included loss on extinguishment of debt of $193.1 million, depreciation and intangible amortization expense of $63.3 million, share-based compensation expense of $79.4 million. In addition, cash used by operating assets and liabilities was $37.8 million for fiscal year 2025, primarily driven by an increase in inventory of $26.6 million, an increase in accounts receivable of $42.0 million, partially offset by an increase in accounts payable of $22.2 million and an increase in accrued and other liabilities of $11.8 million.
Our cash flow from operating activities for fiscal year 2024 was $162.6 million and consisted of a net income of $76.9 million, plus adjustments to reconcile our net income to cash provided by operating activities of $116.8 million, and cash used by operating assets and liabilities of $31.0 million. Adjustments to reconcile our net income to cash provided by operating activities of $116.8 million primarily included depreciation and intangible amortization expense of $67.2 million, share-based compensation expense of $45.6 million and deferred income tax expense of $4.9 million, partially offset by $7.6 million in amortization on marketable securities. In addition, cash used by operating assets and liabilities was $31.0 million for fiscal year 2024, primarily driven by an increase in inventory of $30.2 million, an increase in accounts receivable of $16.8 million, and a decrease in accrued and other liabilities of $7.3 million, partially offset by a decrease in accounts payable of $18.2 million.
Cash Flow from Investing Activities:
Our cash flow used in investing activities for fiscal year 2025 of $328.3 million consisted primarily of purchases of $592.4 million of short-term investments, capital expenditures of $42.6 million, purchase of property under financing arrangement of $28.8 million and cash paid for acquisitions, net of cash acquired of $12.7 million, offset by proceeds of $360.2 million for the sale and maturities of short-term investments.
Our cash flow used in investing activities for fiscal year 2024 of $181.1 million consisted primarily of cash paid for acquisitions, net of cash acquired of $72.6 million, capital expenditures of $22.4 million, purchases of $426.6 million of short-term investments and other investing activities of $4.3 million, offset by proceeds of $344.8 million for the sale and maturities of short-term investments. For additional information on the cash paid for our acquisitions, net of cash acquired, see Note 4 - Acquisitions to our Consolidated Financial Statements included in this Annual Report.
Cash Flow from Financing Activities:
During fiscal year 2025, our cash from financing activities of $58.1 million was primarily related to $86.6 million of proceeds from convertible notes, $28.8 million of proceeds from financing arrangement and $10.3 million of proceeds from stock option exercises and employee stock purchases, partially offset by $43.1 million of common stock withheld associated with employee taxes on vested equity awards and $23.2 million of fees for the convertible note exchange and payments for debt issuance costs.
During fiscal year 2024, our cash used in financing activities of $9.1 million was primarily related to $14.2 million of common stock withheld associated with employee taxes on vested equity awards, partially offset by $6.6 million of proceeds from stock option exercises and employee stock purchases.
Liquidity
As of October 3, 2025, we held $112.1 million of cash and cash equivalents, primarily deposited with financial institutions as well as $673.8 million of liquid short-term investments. The undistributed earnings of certain foreign subsidiaries are considered indefinitely reinvested for the periods presented and we do not intend to repatriate such earnings. We believe the decision to reinvest these earnings will not have a significant impact on our liquidity. As of October 3, 2025, cash held by our indefinitely reinvested foreign subsidiaries was $5.2 million, which, along with cash generated from foreign operations, is expected to be used in the support of international growth and working capital requirements as well as the repayment of certain intercompany loans.
On December 19, 2024, we exchanged approximately $288.8 million in aggregate principal amount of our 2026 Convertible Notes (as defined in Note 15 - Debt to our Consolidated Financial Statements included in this Annual Report) for approximately $257.7 million in aggregate principal amount of the 2029 Convertible Notes (as defined in Note 15 - Debt to our Consolidated Financial Statements included in this Annual Report) , 1,582,958 newly-issued shares of the Company’s common stock, issued at a fair value of $205.9 million, and $17.6 million in cash. We also issued approximately $86.6 million in aggregate principal amount of the 2029 Convertible Notes, and net proceeds, net of amounts paid associated with the exchange, totaled approximately $63.5 million and are expected to be used for general corporate purposes. As of October 3, 2025, the aggregate principal balances of the 2026 Convertible Notes and 2029 Convertible Notes are $161.2 million and $344.3 million, respectively, and we are required to pay cash for the principal amount of the notes upon conversion.
35

During the fiscal quarter ended October 3, 2025, our common stock price for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending October 3, 2025 was greater than $106.76 on each applicable trading day. Therefore, holders of our 2026 Convertible Notes (as defined in Note 15 - Debt to the Consolidated Financial Statements included in this Annual Report) may convert their notes at their option at any time during the subsequent first fiscal quarter ended January 2, 2026 in multiples of $1,000 principal amount. On or after December 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes in multiples of $1,000 principal amount. We made an irrevocable election to pay cash for the principal amount of notes to be converted. The aggregate principal balance of the 2026 Convertible Notes is $161.2 million. For additional information related to our Liquidity and Capital Resources, see Note 15 - Debt to our Consolidated Financial Statements included in this Annual Report.
On January 14, 2025, we announced the execution of a preliminary, non-binding memorandum of terms with the CHIPS Program Office, which could provide for proposed direct funding from the U.S. Department of Commerce under the CHIPS Act of up to $70 million.
We plan to use our remaining available cash and cash equivalents and short-term investments for general corporate purposes, including working capital, payment on the 2026 Convertible Notes and 2029 Convertible Notes, or for the acq uisition of or investment in complementary technologies, design teams, products and businesses. We believe that our cash and cash equivalents, short-term investments and cash generated from operations will be sufficient to meet our working capital requirements for at least the next twelve months. We may need to raise additional capital from time to time through the issuance and sale of equity or debt securities, and there is no assurance that we will be able to do so on favorable terms or at all.
As of October 3, 2025, we had no off-balance sheet arrangements.
For additional information related to our Liquidity and Capital Resources, see Note 15 - Debt to our Consolidated Financial Statements included in this Annual Report.
Our other significant contractual payment obligations consist of purchase agreements and other commitments. We have purchase commitments of $157.1 million primarily related to services and inventory supply arrangements of which approximately $145.1 million are payments due within one year. Some of these purchase commitments may be cancellable.
As of October 3, 2025, we estimated $1.9 million in asset retirement obligations primarily for the restoration of leased facilities upon the termination of the related leases. Although it is reasonably possible that our estimates could change materially in the next twelve months, we are presently unable to reliably estimate when any cash settlement of these obligations may occur.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk in the ordinary course of business, which consists primarily of interest rate risk associated with our cash and cash equivalents, short-term investments and our variable rate debt, as well as foreign exchange rate risk.
Interest rate risk. The primary objectives of our investment activity are to preserve principal, provide liquidity and invest excess cash for an average rate of return. To minimize market risk, we maintain our portfolio in cash and diversified investments, which may consist of corporate bonds, bank deposits, money market funds, commercial paper and U.S. Treasury securities. The interest rates are variable and fluctuate with current market conditions. The risk associated with fluctuating interest rates is limited to this investment portfolio. We believe that a 1% change in interest rates would have a $7.9 million impact on our interest income, based on cash and cash equivalents and short-term investments balances as of October 3, 2025. We believe that a change in interest rates would not have a material impact on our results of operations, however, it could impact net income and earnings per share. We do not enter into financial instruments for trading or speculative purposes.
The interest rates on our 2026 Convertible Notes are fixed and therefore not subject to interest rate risk. For additional information regarding our Convertible Notes, refer to Note 15 - Debt.
Foreign currency risk. To date, our international customer agreements have been denominated primarily in U.S. dollars. Accordingly, we have limited exposure to foreign currency exchange rates. The functional currency of a majority of our foreign operations continues to be in U.S. dollars with the remaining operations being local currency. Changes in the value of the U.S. dollar relative to other currencies could make our products more expensive, which could negatively impact demand in certain regions, reduce or delay customer orders, or otherwise negatively affect how customers do business with us. The effects of exchange rate fluctuations on the net assets of the majority of our operations are accounted for as transaction gains or losses. We believe that a change of 10% in such foreign currency exchange rates would not have a material impact on our financial position or results of operations.
We have entered into foreign currency exchange hedging contracts to reduce the impact of foreign currency changes on certain intercompany foreign currency denominated debt. These foreign currency forward contracts are entered into for periods consistent with currency transaction exposures, generally one month. They are not designated as cash flow or fair value hedges under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging . These forward contracts are marked-to-market with changes in fair value recorded to earnings. As of October 3, 2025, we had $36.0 million in notional forward foreign currency contracts, which were denominated in Euro and Yen. The fair value of these forward contracts is immaterial as of October 3, 2025.
36

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

INDEX TO FINANCIAL STATEMENTS

Page
MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.

Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 )
38

Consolidated Financial Statements:

Consolidated Balance Sheets
40

Consolidated Statements of Operations
41

Consolidated Statements of Comprehensive ( L oss) Income
42

Consolidated Statements of Stockholders’ Equity
43

Consolidated Statements of Cash Flows
44

Notes to Consolidated Financial Statements
45

37

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of MACOM Technology Solutions Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of MACOM Technology Solutions Holdings, Inc. and subsidiaries (the “Company”) as of October 3, 2025 and September 27, 2024, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity, and cash flows, for each of the three years in the period ended October 3, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 3, 2025 and September 27, 2024, and the results of its operations and its cash flows for each of the three years in the period ended October 3, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of October 3, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 14, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Inventories – Excess Quantities and Obsolescence — Refer to Notes 2 and 8 to the financial statements

Critical Audit Matter Description

The Company evaluates inventory each reporting period for excess quantities and obsolescence, establishing reserves based upon historical experience, assessment of economic conditions, and expected demand. Once recorded, these reserves are considered permanent adjustments to the carrying value of inventory. As of October 3, 2025, the Company has inventories of $237.8 million, net of excess quantities and obsolescence reserves.

We identified the reserve for excess quantities and obsolete inventory as a critical audit matter because of the significant estimates and assumptions management makes to quantify and to record the reserve, including the determination of expected demand especially when considering the cyclical nature of the semiconductor industry. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the methodology and the reasonableness of assumptions including expected demand.

How the Critical Audit Matter Was Addressed in the Audit

38

Our audit procedures related to excess quantities and obsolete inventory including management’s estimate of expected demand, included the following, among others:

• We tested the effectiveness of controls over inventory, including those over the estimation of reserves for excess quantities and obsolescence and the review of any adjustments to the reserve methodology.

• We selected a sample of inventory parts and performed corroborative inquiry with product line managers associated with the selected part to corroborate our understanding of the expected demand and historical consumption of the part. This includes future sales plans, product life cycle, and utilization in other products. We also obtained audit evidence, such as customer purchase orders and sales invoices, as applicable. For each selected part we tested the calculation of the excess and obsolete reserve pursuant to the Company's policy.

• We held discussions with senior financial and operations management to determine that any strategic, regulatory, or operational changes in the business were consistent with the projections of future demand that were utilized as the basis for the reserves recorded.

• We performed a retrospective review by comparing management’s prior year projections of future demand by product with actual product sales in the current year to identify potential bias in the inventory reserve.

• We compared the Company’s inventory reserve assumptions to events and trends discussed in industry and analyst reports, disclosed in recent press releases from the Company’s major customers (including financial information), and other industry data. In addition, we also considered any changes within the business including restructuring events and strategic changes.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

November 14, 2025

We have served as the Company’s auditor since 2010

39

MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)

October 3,
2025 September 27,
2024
ASSETS
Current assets:
Cash and cash equivalents $ 112,142   $ 146,806  
Short-term investments 673,833   435,082  
Accounts receivable, net 148,646   105,700  
Inventories 237,844   194,490  

Prepaid and other current assets 32,623   21,000  
           Total current assets 1,205,088   903,078  
Property and equipment, net 230,291   176,017  
Goodwill 336,315   332,201  
Intangible assets, net 78,570   76,088  
Deferred income taxes 207,999   212,495  
Other long-term assets 45,097   55,761  
Total assets $ 2,103,360   $ 1,755,640  
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 160,946   $ —  
Accounts payable 67,588   43,202  
Accrued liabilities 95,959   64,336  
Current portion of finance lease obligations 626   646  

Total current liabilities 325,119   108,184  
Finance lease obligations, less current portion 30,504   31,130  
Financing obligation 37,014   9,006  
Long-term debt 339,630   448,281  

Other long-term liabilities 43,998   32,696  

Total liabilities 776,265   629,297  
Commitments and contingencies (Note 14)

Stockholders' equity:
Preferred stock, $ 0.001 par value, 10,000 shares authorized, no shares issued
—   —  
Common stock, 0.001 par value, 300,000 shares authorized; 74,501 and 72,219 shares issued and 74,478 and 72,196 shares outstanding as of October 3, 2025 and September 27, 2024, respectively
74   72  
Treasury Stock, at cost, 23 shares as of both October 3, 2025 and September 27, 2024
( 330 ) ( 330 )
Accumulated other comprehensive income 5,034   2,505  
Additional paid-in capital 1,562,377   1,309,946  
Accumulated deficit ( 240,060 ) ( 185,850 )
Total stockholders' equity 1,327,095   1,126,343  
Total liabilities and stockholders' equity $ 2,103,360   $ 1,755,640  

See notes to consolidated financial statements.
40

MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
 

Fiscal Years
2025 2024 2023
Revenue $ 967,258   $ 729,578   $ 648,407  
Cost of revenue 438,256   335,805   262,610  
Gross profit 529,002   393,773   385,797  
Operating expenses:
Research and development 244,466   182,158   148,545  
Selling, general and administrative 154,884   137,949   129,852  

     Total operating expenses 399,350   320,107   278,397  
Income from operations 129,652   73,666   107,400  
Other (expense) income:

Interest income 29,853   22,986   20,807  
Interest expense ( 5,516 ) ( 5,136 ) ( 12,384 )
Loss on extinguishment of debt ( 193,098 ) —   —  
Gain on acquired assets and other income (expense), net 10,084   10   ( 665 )
     Total other (expense) income, net ( 158,677 ) 17,860   7,758  
(Loss) income before income taxes ( 29,025 ) 91,526   115,158  
Income tax expense 25,185   14,667   23,581  

Net (loss) income $ ( 54,210 ) $ 76,859   $ 91,577  

Net (loss) income per share:

    (Loss) income per share - basic $ ( 0.73 ) $ 1.07   $ 1.29  

    (Loss) income per share - diluted $ ( 0.73 ) $ 1.04   $ 1.28  
Shares used:
Basic 73,986   71,959   70,801  
Diluted 73,986   73,575   71,503  

 See notes to consolidated financial statements.
41

MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(In thousands)
 

Fiscal Years
2025 2024 2023
Net (loss) income $ ( 54,210 ) $ 76,859   $ 91,577  
Unrealized gain on short-term investments, net of tax 847   3,960   3,644  
Foreign currency translation gain (loss), net of tax 1,682   2,180   ( 1,428 )

Other comprehensive income, net of tax 2,529   6,140   2,216  
Total comprehensive (loss) income $ ( 51,681 ) $ 82,999   $ 93,793  

See notes to consolidated financial statements.
42

MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)

Accumulated Other Comprehensive (Loss) Income Additional Paid-In Capital Total
Common Stock Treasury Stock Accumulated Stockholders'
Shares Amount Shares Amount Deficit Equity
Balance as of September 30, 2022 70,022   $ 70   ( 23 ) $ ( 330 ) $ ( 5,851 ) $ 1,203,145   $ ( 354,286 ) $ 842,748  

Vesting of restricted common stock and units 1,408   1   —  —  —  —  —  1  
Issuance of common stock pursuant to employee stock purchase plan 121   —  —  —  —  5,574   —  5,574  
Common stock withheld for taxes on employee equity awards ( 538 ) —  —  —  —  ( 32,619 ) —  ( 32,619 )
Share-based compensation —  —  —  —  —  38,103   —  38,103  
Other comprehensive income, net of tax —  —  —  —  2,216   —  —  2,216  

Net income —  —  —  —  —  —  91,577   91,577  
Balance as of September 29, 2023 71,013   $ 71   ( 23 ) $ ( 330 ) $ ( 3,635 ) $ 1,214,203   $ ( 262,709 ) $ 947,600  

Stock option exercises 10   —  —  —  —  161   —  161  
Vesting of restricted common stock and units 557   —   —  —  —  —  —  —  
Issuance of common stock pursuant to employee stock purchase plan 116   —  —  —  —  6,425   —  6,425  
Common stock withheld for taxes on employee equity awards ( 189 ) —  —  —  —  ( 14,219 ) —  ( 14,219 )
Share-based compensation —  —  —  —  —  45,644   —  45,644  
Issuance of common stock as consideration for acquisition 712   1   —  —  —  57,732   —  57,733  
Other comprehensive income, net of tax —  —  —  —  6,140   —  —  6,140  

Net income —  —  —  —  —  —  76,859   76,859  
Balance as of September 27, 2024 72,219   $ 72   ( 23 ) $ ( 330 ) $ 2,505   $ 1,309,946   $ ( 185,850 ) $ 1,126,343  

Stock option exercises 5   —  —  —  —  80   —  80  
Vesting of restricted common stock and units 917   —   —  —  —  —  —  —  
Issuance of common stock pursuant to employee stock purchase plan 107   —  —  —  —  10,209   —  10,209  
Common stock withheld for taxes on employee equity awards ( 330 ) —  —  —  —  ( 43,135 ) —  ( 43,135 )
Share-based compensation —  —  —  —  —  79,362   —  79,362  
Issuance of common stock for convertible debt exchange 1,583   2   —  —  —  205,915   —  205,917  
Other comprehensive income, net of tax —  —  —  —  2,529   —  —  2,529  

Net loss —  —  —  —  —  —  ( 54,210 ) ( 54,210 )
Balance as of October 3, 2025 74,501   $ 74   ( 23 ) $ ( 330 ) $ 5,034   $ 1,562,377   $ ( 240,060 ) $ 1,327,095  

See notes to consolidated financial statements.
43

MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

Fiscal Years
2025 2024 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ ( 54,210 ) $ 76,859   $ 91,577  
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and intangible amortization 63,295   67,249   52,153  
Share-based compensation 79,362   45,644   38,103  
Deferred financing costs amortization and write-offs 1,449   1,146   1,980  
Loss on extinguishment of debt 193,098   —   —  
Deferred income taxes 2,637   4,947   19,798  
Amortization on marketable securities, net ( 5,476 ) ( 7,562 ) ( 11,780 )
Gain on acquired assets ( 10,084 ) —   —  
Other adjustments, net 3,088   5,387   2,852  
Change in operating assets and liabilities:
      Accounts receivable ( 41,980 ) ( 16,805 ) 12,253  
      Inventories ( 26,562 ) ( 30,225 ) ( 10,570 )
      Prepaid expenses and other assets ( 6,758 ) 3,407   ( 928 )
      Accounts payable 22,210   18,230   ( 6,730 )
      Accrued and other liabilities 11,811   ( 7,325 ) ( 21,315 )
      Income taxes 3,488   1,688   ( 476 )
           Net cash provided by operating activities 235,368   162,640   166,917  
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of businesses, net of cash acquired ( 12,684 ) ( 72,615 ) ( 87,692 )
Purchases of property and equipment ( 42,551 ) ( 22,440 ) ( 24,699 )
Proceeds from sale of property and equipment —   —   8,005  
Purchase of property under financing arrangement ( 28,750 ) —   —  
Purchases of software licenses ( 10,866 ) ( 3,188 ) —  
Proceeds from sales and maturities of short-term investments 360,161   344,812   515,823  
Purchases of short-term investments ( 592,373 ) ( 426,564 ) ( 375,096 )
Other investing ( 1,200 ) ( 1,138 ) —  
           Net cash (used in) provided by investing activities ( 328,263 ) ( 181,133 ) 36,341  
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes 86,629   —   —  
Proceeds from financing arrangement 28,750   —   —  
Payments for fee on convertible note exchange and debt issuance costs ( 23,166 ) —   —  
Payments on long-term debt —   —   ( 120,766 )
Payments for finance leases and other financing obligations ( 1,268 ) ( 1,431 ) ( 1,209 )
Proceeds from stock option exercises and employee stock purchases 10,289   6,586   5,574  
Common stock withheld for taxes on employee equity awards ( 43,135 ) ( 14,219 ) ( 32,619 )
           Net cash provided by (used in) financing activities 58,099   ( 9,064 ) ( 149,020 )
Foreign currency effect on cash 132   411   ( 238 )
NET CHANGE IN CASH AND CASH EQUIVALENTS ( 34,664 ) ( 27,146 ) 54,000  
CASH AND CASH EQUIVALENTS — Beginning of year 146,806   173,952   119,952  
CASH AND CASH EQUIVALENTS — End of year $ 112,142   $ 146,806   $ 173,952  

See notes to consolidated financial statements. For supplemental disclosure of cash flow information, see Note 23 .

44

MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS
MACOM Technology Solutions Holdings, Inc. (the “Company”) was incorporated in Delaware on March 25, 2009. We design, develop and manufacture differentiated semiconductor products and solutions for the I&D, Data Center and Telecom industries for customers who demand high performance, quality and reliability. We are h eadquartered in Lowell, Massachusetts, with operational facilities throughout North America, Europe and Asia. Refer to Item 1 - Business, for additional information.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation —We have one reportable operating segment that designs, develops, manufactures and markets semiconductors and modules. The accompanying consolidated financial statements include our accounts and the accounts of our majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the consolidated financial statements, certain prior year balances have been reclassified to conform to the current year presentation.
We have a 52- or 53-week fiscal year ending on the Friday closest to the last day of September. Fiscal year 2025 included 53 weeks and fiscal years 2024 and 2023 included 52 weeks. To offset the effect of holidays, for fiscal years in which there are 53 weeks, we typically include the extra week arising in our fiscal years in the first quarter. Our first quarter of fiscal year 2025, ended January 3, 2025, included 14 weeks.
  Use of Estimates —The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities during the reporting periods, the reported amounts of revenue and expenses during the reporting periods and the disclosure of contingent assets and liabilities at the date of the financial statements. On an ongoing basis, we base estimates and assumptions on historical experience, currently available information and various other factors that management believes to be reasonable under the circumstances. Actual results may differ materially from these estimates and assumptions. The accounting policies which our management believes involve the most significant application of judgment or involve complex estimation, are inventories and associated reserves; revenue reserves; business combinations; goodwill and intangible asset valuation; share-based compensation valuations and income taxes.
Foreign Currency Translation and Remeasurement —Our consolidated financial statements are presented in U.S. dollars. While the majority of our foreign operations use the U.S. dollar as the functional currency, the financial statements of our foreign operations for which the functional currency is not the U.S. dollar are translated into U.S. dollars at the exchange rates in effect at the balance sheet dates (for assets and liabilities), historical rates for equity and at average exchange rates (for revenue and expenses). The unrealized translation gains and losses on the net investment in these foreign operations are accumulated as a component of other comprehensive income.
The financial statements of our foreign operations where the functional currency is the U.S. dollar, but where the underlying transactions are transacted in a different currency, are remeasured at the exchange rate in effect at the balance sheet date with respect to monetary assets and liabilities. Nonmonetary assets and liabilities, such as inventories and property and equipment and related statements of operations accounts, such as cost of revenue and depreciation, are remeasured at historical exchange rates. Revenue and expenses, other than cost of revenue, amortization and depreciation, are translated at the average exchange rate for the period in which the transaction occurred. The net gains and losses on foreign currency remeasurement are reflected in selling, general and administrative expense in the accompanying Consolidated Statements of Operations. Net foreign exchange transaction gains and losses for all periods presented were not material.
Cash and Cash Equivalents —Cash equivalents are primarily composed of short-term, highly-liquid instruments with an original maturity of 90 days or less and consist primarily of money market funds.
Short-term Investments — We classify our short-term investments as available-for-sale. Our investments classified as available-for-sale are recorded at fair value at period end. Unrealized gains and losses that are deemed to be unrelated to credit losses are recorded in accumulated other comprehensive (loss) income as a separate component of stockholders’ equity.
A decline in the fair value of any debt security below cost that is deemed to be attributable to credit loss results in a charge to earnings and the corresponding establishment of an allowance for credit losses against the cost basis of the security. Premiums and discounts are amortized (accreted) over the life of the related security as an adjustment to its yield. Dividend and interest income are recognized when earned. Realized gains and losses are included in Gain on acquired assets and other income (expense), net in our Consolidated Statements of Operations and are derived using the specific identification method for determining the cost of investments sold.
Inventories —Inventories are stated at the lower of cost or net realizable value. We use a combination of standard cost and moving weighted-average cost methodologies to determine the cost basis for our inventories, approximating a first-in, first-out basis.
45

The standard cost of finished goods and work-in-process inventory is composed of material, labor and manufacturing overhead, which approximates actual cost. In addition to stating inventory at the lower of cost or net realizable value, we also evaluate inventory each reporting period for excess quantities and obsolescence, and establish reserves when necessary based upon historical experience, assessment of economic conditions and expected demand. Once recorded, these reserves are considered permanent adjustments to the carrying value of inventory.
Property and Equipment —Property and equipment is stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense as incurred, whereas major improvements that significantly extend the useful life of the assets are capitalized as additions to property and equipment.
As of September 28, 2024, the Company changed its accounting estimate for the expected useful lives of certain fabrication-related machinery and equipment. The Company evaluated its current asset base and reassessed the estimated useful lives of certain machinery and equipment in connection with its recent usage of older equipment, including considering the technological and physical obsolescence of such machinery and equipment. Based on our ability to re-use equipment across generations of process technologies and historical usage trends, the Company determined that the expected useful lives for certain fabrication-related machinery and equipment should be increased to ten years to reflect more closely the estimated economic lives of those assets. This change in estimate was applied prospectively effective for the first quarter of fiscal year 2025 and resulted in a decrease in depreciation expense within cost of revenue of $ 2.5  million and increase d earnings per share by $ 0.04 for the fiscal year ended October 3, 2025.
Property and equipment are depreciated or amortized using the straight-line method over the following estimated useful lives:

Asset Classification Estimated Useful Life
(In Years)
Buildings and improvements 20 - 40

Computer equipment and software
2 - 5

Furniture and fixtures
7 - 10

Finance lease assets and leasehold improvements Shorter of useful life or term of lease
Machinery and equipment
2 - 10

 
Business Combinations — Business combinations are accounted for under the acquisition method of accounting. Amounts paid for an acquisition are allocated to the assets acquired and liabilities assumed based on their fair values at the date of acquisition. The accounting for business combinations requires estimates and judgment in determining the fair value of assets acquired and liabilities assumed, regarding expectations of future cash flows of the acquired business, and the allocation of those cash flows to the identifiable intangible assets. The determination of fair value is based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. If actual results differ from these estimates, the amounts recorded in the financial statements could be impaired.
Acquisition costs are expensed as incurred and recorded in selling, general and administrative expenses.
Goodwill and Indefinite-Lived Intangible Assets —We have goodwill and certain intangible assets with indefinite lives which are not subject to amortization. These are reviewed for impairment annually as of the end of our fiscal August month end and more frequently if events or changes in circumstances indicate that the assets may be impaired. For our assessment of goodwill impairment, we compare the fair value to the carrying value of the reporting unit. For our assessment of indefinite-lived assets we compare the carrying value of the asset to the estimated fair value of the asset. If impairment exists, a loss is recorded to write down the value of the assets to their fair values. We performed our annual impairment tests of our goodwill and indefinite-lived intangible assets and the results of these tests indicated that our goodwill and indefinite-lived intangible assets were not impaired in any of the three fiscal years ended October 3, 2025.
Long-Lived Asset Valuation and Impairment Assessment —Long-lived assets include property and equipment and definite-lived intangible assets subject to amortization. We evaluate long-lived assets for recoverability when events or changes in circumstances indicate that their carrying amounts may not be recoverable. Circumstances which could trigger a review include, but are not limited to, significant decreases in the market price of the asset or asset group, significant adverse changes in the business climate or legal factors, the accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset, current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset and a current expectation that the asset will more likely than not, be sold or disposed of significantly before the end of its previously estimated useful life.
In evaluating a long-lived asset for recoverability, we estimate the undiscounted cash flows expected to result from our use and eventual disposition of the asset. If the sum of the expected undiscounted cash flows is less than the carrying amount of the asset group, an impairment loss, equal to the excess of the carrying amount over the fair value of the asset, is recognized.
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Other Intangible Assets —Our other intangible assets, including acquired technology, customer relationships, certain trade names and internal-use software, are definite-lived assets and are subject to amortization. We amortize definite-lived assets over their estimated useful lives, which range from two to  fourteen years , generally based on the pattern over which we expect to receive the economic benefit from these assets.
Leases —We have operating leases for certain facilities and to a lesser extent, various manufacturing equipment. We have financing leases for our corporate headquarters. These leases expire at various dates through 2043, and certain of these leases have renewal options with the longest ranging up to two ten-year periods.
We determine that a contract contains a lease at lease inception if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In evaluating whether the right to control an identified asset exists, we assess whether we have the right to direct the use of the identified asset and obtain substantially all of the economic benefit from the use of the identified asset. Leases with a term greater than one year are recognized on the balance sheet as right-of-use (“ROU”) assets and lease liabilities. For leases with a term of one year or less, categorized as short-term leases, we elected not to recognize the lease liability for these arrangements and the lease payments are recognized in the Consolidated Statements of Operations on a straight-line basis over the lease term. ROU assets and lease liabilities are recognized at the present value of future minimum lease payments over the lease term on the commencement date. ROU assets are initially measured as the amount of the initial lease liability, adjusted for initial direct costs, lease payments made at or before the commencement date, and reduced by lease incentives received. We include options to renew or terminate when determining the lease term when it is reasonably certain that the option will be exercised. Our lease agreements do not contain any material residual value guarantees or restrictive covenants.
Our leases may contain lease and non-lease components. We elected to account for lease and non-lease components in a contract as part of a single lease component. Fixed payments are considered part of the single lease component and included in the ROU assets and lease liabilities. Additionally, lease contracts typically include variable payments and other costs that do not transfer a separate good or service, such as reimbursement for real estate taxes and insurance, which are expensed as incurred.
Our leases generally do not provide an implicit interest rate. As a result, we utilize current industry borrowing rates for similar companies with similar ratings.
Revenue Recognition —Our revenue is derived primarily from sales of high-performance RF, microwave, millimeter wave, optical and photonic semiconductor products into three primary markets: I&D, Data Center and Telecom.
We recognize revenue within the scope of ASC 606, Revenue from Contracts with Customers. Revenue is recognized when a customer obtains control of products or services in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements within the scope of ASC 606, we perform the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) we satisfy performance obligations. Sales, value add and other taxes collected on behalf of third parties are excluded from revenue. Our revenue arrangements do not contain significant financing components.
Contracts with our customers principally contain only one distinct performance obligation, which is the sale of products. However, due to multiple products potentially being sold on a single order, we are required to allocate consideration based on the estimated relative standalone selling prices of the promised products.
Periodically, we enter into non-product development and license contracts with certain customers. We generally recognize revenue from these contracts over-time as services are provided based on the terms of the contract. Non-product development and license revenue is not significant to our Revenue or Consolidated Statements of Operations for the periods presented. Revenue is deferred for amounts billed or received prior to delivery of the services. Certain contracts may contain multiple performance obligations for which we allocate revenue to each performance obligation based on the relative standalone selling price.
Our product revenue is recognized when the customer obtains control of the product, which generally occurs at a point in time, and is based on the contractual shipping terms of a contract. For each contract, the promise to transfer the control of the products or services, each of which is individually distinct, is considered to be the identified performance obligation. We provide an assurance type warranty which is not sold separately and does not represent a separate performance obligation. Therefore, we account for such warranties under ASC 460, Guarantees , and the estimated costs of warranty claims are generally accrued as cost of revenue in the period the related revenue is recorded.
We have agreements with certain distribution customers which may include certain rights of return and pricing programs, including returns for aged inventory, stock rotation and price protection which affect the transaction price. Sales to these customers and programs offered are in accordance with terms set forth in written agreements, which require us to assess the potential revenue effects of this variable consideration utilizing the expected value method. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. As such, revenue on sales to customers that include rights of return and pricing programs are recorded net of estimated variable consideration, utilizing the expected value method based on historical sales data. We believe that the judgments and estimates we utilize are reasonable based upon current facts and circumstances, however utilizing different judgments and estimates could result in different
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amounts.
Practical Expedients and Elections — ASC 606 requires that we disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of the reporting periods presented. The guidance provides certain practical expedients that limit this requirement and, therefore, we do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized at the amount to which we have the right to invoice for services performed. We have elected not to disclose the aggregate amount of transaction prices associated with unsatisfied or partially unsatisfied performance obligations for contracts where these criteria are met.
Our policy is to capitalize any incremental costs incurred to obtain a customer contract, only to the extent that the benefit associated with the costs is expected to be longer than one year. Capitalizable contract costs were not significant as of October 3, 2025 and September 27, 2024.
We account for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. When shipping and handling costs are incurred after a customer obtains control of the products, we have elected to account for these as costs to fulfill the promise and not as a separate performance obligation. Shipping and handling costs associated with the distribution of products to customers are recorded in costs of revenue generally when the related product is shipped to the customer.
Research and Development Costs —Costs incurred in the research and development of products are expensed as incurred.
Income Taxes —Deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax bases of assets and liabilities, using rates anticipated to be in effect when such temporary differences reverse. A valuation allowance against net deferred tax assets is required if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. On a periodic basis, we reassess the valuation allowance on our deferred income tax assets weighing positive and negative evidence, including both historical and prospective information, with greater weight given to evidence that is objectively verifiable, to assess the recoverability of our deferred tax assets. The periodic assessments include, among other things, our recent financial performance and our future projections.
We provide reserves for potential payments of tax to various tax authorities related to uncertain tax positions and other issues. Reserves are based on a determination of whether and how much of a tax benefit is taken by us in our tax filings or positions that are more likely than not to be realized following an examination by taxing authorities. We recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount recognized in the financial statements is the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of income tax expense.
Earnings Per Share —Basic net (loss) income per share is computed by dividing net (loss) income by the weighted-average number of common shares outstanding during the period, excluding the dilutive effect of common stock equivalents. Diluted net (loss) income per s hare reflects the dilutive effect of common stock equivalents, such as stock options, restricted stock units using the treasury stock method and convertible debt using the if-converted method .
Fair Value Measurements —Financial assets and liabilities are measured at fair value. Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability at the measurement date under current market conditions in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, we group financial assets and liabilities in a three-tier fair value hierarchy, according to the inputs used in measuring fair value as follows:
• Level 1 —observable inputs such as quoted prices in active markets for identical assets and liabilities;
• Level 2 —inputs other than quoted prices in active markets that are observable either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical assets and liabilities in markets that are not active and model-based valuation techniques for which significant assumptions are observable in active markets; and,
• Level 3 —unobservable inputs for which there is little or no market data, requiring us to develop our own assumptions for model-based valuation techniques.
This hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. We recognize transfers between levels of the fair value hierarchy at the end of the reporting period.
Money market funds are actively traded and consist of highly liquid investments with original maturities of 90 days or less. They are measured at their fair value and classified as Level 1. Certificates of deposit consist of investments that mature in less than 1 year and are classified as Level 1. U.S. Treasury securities consist of U.S. Treasury Notes and U.S. Treasury T-Bills that mature in less than 1 year and are classified as Level 1. Corporate and agency bonds and commercial paper are categorized as Level 2 assets except
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where sufficient quoted prices exist in active markets, in which case such securities are categorized as Level 1 assets. These securities are valued using third-party pricing services. These services may use, for example, model-based pricing methods that utilize observable market data as inputs. We generally use quoted prices for recent trading activity of assets with similar characteristics to the debt security or bond being valued. The securities and bonds priced using such methods are generally classified as Level 2. Broker dealer bids or quotes on securities with similar characteristics may also be used.
For forward foreign currency contracts, the significant inputs are over-the-counter quoted market prices for similar instruments and exchange rate curves of the foreign currency for translating future cash flows. These derivatives are classified as Level 2 as the fair value determination was based on observable inputs.
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to the short-term nature of these assets and liabilities .
Share-Based Compensation —We account for all share-based compensation arrangements using the fair value method. We recognize compensation expense using the straight-line method for service-based awards and the accelerated method for performance-based awards, and providing that the minimum amount of compensation recorded is equal to the vested portion of the award. We record the expense in the Consolidated Statements of Operations in the same manner in which the award recipients’ salary costs are classified. For restricted stock unit awards, we use the closing stock price on the date of grant to estimate the fair value of the awards. For restricted stock units with both service and performance conditions, this grant-date fair value is also impacted by the number of units that are expected to vest during the performance period and is adjusted through the related stock-based compensation expense at each reporting period based on the probability of achievement of that performance condition. If we determine that an award is unlikely to vest, any previously recorded stock-based compensation expense is reversed in the period of that determination. We use the Monte Carlo Simulation analysis to estimate the fair value of restricted stock units with market conditions, inclusive of assumptions for risk free interest rates, expected term, expected volatility and the target price. We derive the risk-free interest rate assumption from the U.S. Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to the expected term of the award being valued. We base the assumed dividend yield on our expectation of not paying dividends in the foreseeable future. We calculate the weighted-average expected term of the awards using historical data. In addition, we calculate our estimated volatility using our historical stock price volatility data. We account for forfeitures when they occur.
Share-based awards that are settled in cash are recorded as liabilities. The measurement of the liability and compensation cost for these awards is based on the fair value of the award as of each period end date, which is equivalent to the closing price of a share of our common stock on the period end date multiplied by the number of units earned, and is recorded in operating income over the award’s vesting period. Changes in our payment obligation prior to the settlement date of a stock-based award are recorded as compensation expense in operating income in the period of the change. The final payment amount for such awards is established on the date of vesting .
Guarantees and Indemnification Obligations —We enter into agreements in the ordinary course of business with, among others, customers, distributors and OEMs. Most of these agreements require us to indemnify the other party against third-party claims alleging that a Company product infringes a patent and/or copyright. Certain agreements in which we grant limited licenses to Company intellectual property require us to indemnify the other party against third-party claims alleging that the use of the licensed intellectual property infringes a third-party's intellectual property. Certain of these agreements require us to indemnify the other party against certain claims relating to property damage, personal injury or the acts or omissions, its employees, agents or representatives. In addition, from time to time, we have made certain guarantees in the form of warranties regarding the performance of Company products to customers.
We have agreements with certain vendors, creditors, lessors and service providers pursuant to which we have agreed to indemnify the other party for specified matters, such as acts and omissions, its employees, agents or representatives.
We have procurement or license agreements with respect to technology used in our products and agreements in which we obtain rights to a product from an OEM. Under some of these agreements, we have agreed to indemnify the supplier for certain claims that may be brought against such party with respect to our acts or omissions relating to the supplied products or technologies.
Our certificate of incorporation and agreements with certain of our directors and officers and certain of our subsidiaries’ directors and officers provide them indemnification rights, to the extent legally permissible, against liabilities incurred by them in connection with legal actions in which they may become involved by reason of their service as a director or officer. As a matter of practice, we maintain director and officer liability insurance coverage, including coverage for directors and officers of acquired companies.
We have not experienced any losses related to these indemnification obligations in any period presented and no claims with respect thereto were outstanding as of October 3, 2025 and September 27, 2024. We do not expect significant claims related to these indemnification obligations and, consequently, have concluded that the fair value of these obligations is negligible. No liabilities related to indemnification liabilities have been established .
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Recent Accounting Pronouncements
In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions , which amends Account Standards Codification Topic 820, Fair Value Measurement (“ASU 2022-03”). ASU 2022-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. We elected to early adopt ASU 2022-03 on September 30, 2023, and applied the amendment in measuring consideration transferred in the RF Business Acquisition (as defined in Note 4 - Acquisitions ). As a result, we have not applied a discount for lack of marketability related to the RF Business Acquisition stockholder restrictions set forth in the asset purchase agreement (discussed in Note 4 - Acquisitions ). However, the fair value of the shares was discounted for lack of marketability as the shares that were transferred were unregistered and legally restricted from being sold. See Note 4 - Acquisitions for additional information.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures , which improves disclosures about a public entity’s reportable segments and addresses requests from investors and other allocators of capital for additional, more detailed information about a reportable segment’s expenses. The amendments in this update improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. This ASU should be applied on a retrospective basis. We adopted this ASU for the fiscal year ended October 3, 2025 for annual and retrospective reporting periods with all interim disclosures to begin in the first quarter of fiscal year 2026. See Note 25 - Segment Reporting and Geographic Information for additional information.
In November 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20) Induced Conversions of Convertible Debt Instruments , which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. We elected to early adopt ASU 2024-04 in November 2024 and applied the amendment when assessing the accounting treatment for our debt extinguishment (discussed in Note 15 - Debt ).
Pronouncements for Adoption in Subsequent Periods
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures , which require greater disaggregation of income tax disclosures. The amendments in this update improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. Other amendments in this update improve the effectiveness and comparability of disclosures by (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) and (2) removing disclosures that no longer are considered cost beneficial or relevant. This ASU should be applied on a prospective basis, with retrospective application permitted. The guidance in this update is effective for fiscal years beginning after December 15, 2024. We are currently evaluating the future effect the adoption of this ASU will have on our consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting Comprehensive Income - Expense Disaggregation Disclosures , as amended by ASU 2025-01, Income Statement Reporting Comprehensive Income - Expense Disaggregation Disclosures: Clarifying the Effective Date , which requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments in this update improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. This ASU should be applied on a prospective basis, with retrospective application permitted. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the future effect the adoption of this ASU will have on our consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, “ Intangible - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” The ASU requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project, and it is probable that the project will be completed and the software will be used for its intended purpose. The amendments in this ASU are effective for fiscal years beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the future effect the adoption of this ASU will have on our consolidated financial statements and related disclosures.

3. REVENUE
Disaggregation of Revenue
We disaggregate revenue from contracts with customers by markets and geography, as we believe it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
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The following tables present our revenue disaggregated by markets and geography (in thousands):

Fiscal Years
2025 2024 2023
Industrial & Defense $ 419,785   $ 351,639   $ 317,128  
Data Center 292,836   197,875   146,982  
Telecom 254,637   180,064   184,297  
 Total $ 967,258   $ 729,578   $ 648,407  

Fiscal Years
Revenue by Geographic Region 2025 2024 2023
United States $ 422,857   $ 327,682   $ 313,353  
China 274,627   177,696   129,875  
Asia Pacific, excluding China (1) 111,498   89,294   90,673  
Other Countries (2) 158,276   134,906   114,506  
Total $ 967,258   $ 729,578   $ 648,407  

(1) Asia Pacific primarily represents Japan, Singapore, South Korea and Taiwan.
(2) No country or region represented greater than 10% of our total revenue as of the dates presented, other than the United States, China and the Asia Pacific region as presented above.
Revenue by geographic region is aggregated by customer billing address.
Contract Balances
We record contract assets or contract liabilities depending on the timing of revenue recognition, billings and cash collections on a contract-by-contract basis. Our contract liabilities primarily relate to deferred revenue, including advanced consideration received from customers for contracts prior to the transfer of control to the customer, and therefore revenue is subsequently recognized upon delivery of products and services.
As of October 3, 2025, September 27, 2024 and September 29, 2023 our contract liabilities were $ 7.7 million, $ 5.3 million and $ 2.8 million, respectively. During the fiscal years ended October 3, 2025, September 27, 2024 and September 29, 2023, we recognized net sales of $ 2.3 million, $ 2.5 million and $ 3.8 million, respectively, that were included in the contract liabilities balance at the beginning of the period. The increase in contract liabilities during the fiscal year ended October 3, 2025 was primarily related to deferral of revenue for invoiced products and services prior to when certain of our customers obtained control of the product and or services.

4. ACQUISITIONS
ENGIN-IC, Inc.— On November 5, 2024, we completed the acquisition of ENGIN-IC, Inc. (“ENGIN-IC”), a fabless semiconductor company that designs advanced GaAs and GaN MMICs and integrated microwave assemblies located in Plano, Texas and San Diego, California (the “ENGIN-IC Acquisition”). We acquired ENGIN-IC to further expand and strengthen our MMIC and module design capabilities. In connection with the ENGIN-IC Acquisition, we acquired all of the outstanding shares of ENGIN-IC for a total purchase price of approximately $ 14.4 million utilizing cash consideration of $ 12.7  million, net of cash acquired of $ 0.2  million, and consideration payable of $ 1.5  million, subject to customary purchase price adjustments. The ENGIN-IC Acquisition was accounted for as a business combination and the operations of ENGIN-IC have been included in our consolidated financial statements since the date of acquisition. We have recorded a preliminary allocation of the purchase price for ENGIN-IC, which primarily resulted in intangible assets, including acquired technology and customer relationships, of $ 9.7 million and goodwill of $ 5.0  million.
Consolidated estimated pro forma unaudited revenue and consolidated estimated pro forma net loss during the fiscal years ended October 3, 2025 and September 27, 2024 and the actual results of operations for ENGIN-IC since the acquisition date are not material to our condensed consolidated financial statements for the periods presented.
RF Business of Wolfspeed, Inc.— On December 2, 2023, we completed the acquisition of certain assets and specified liabilities of the radio frequency (“RF”) business (the “RF Business”) of Wolfspeed, Inc. (the “Seller”), which was accounted for as a business combination (the “RF Business Acquisition”). The RF Business includes a portfolio of GaN on Silicon Carbide products used in high-performance RF and microwave applications. In connection with the RF Business Acquisition, we assumed control of a wafer fabrication facility in RTP, North Carolina (the “RTP Fab”) on July 25, 2025 (the “RTP Fab Transfer”). Prior to the RTP Fab Transfer, the Seller continued to operate the facility and supply wafer product and other fabrication services to us pursuant to various agreements entered into between the parties concurrently with the closing of the RF Business Acquisition.
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The purchase price for the RF Business Acquisition consisted of $ 75.0  million payable in cash, subject to customary purchase price adjustments, and 711,528 shares of our common stock, with a fair value of $ 57.7  million, which were issued at the closing of the RF Business Acquisition. The shares of our common stock issued in connection with the RF Business Acquisition were subject to restrictions on the sale of shares until completion of the RTP Fab Transfer. In addition, if the RTP Fab had not transferred by the fourth anniversary of the closing date of the RF Business Acquisition, the Seller would have forfeited 25.0 % of the share consideration. We funded the cash purchase price for the RF Business Acquisition through cash-on-hand.
During the fiscal year ended October 3, 2025, we did not incur any acquisition-related transaction costs. During the fiscal year ended September 27, 2024 and September 29, 2023, we incurred acquisition-related transaction costs of approximately $ 7.4  million, and $ 4.2 million respectively, which are included in selling, general and administrative expense in our Consolidated Statement of Operations.
We finalized the RF Business Acquisition purchase accounting during the fiscal quarter ended January 3, 2025. The following table summarizes the final purchase price (in thousands, except shares and closing share price amount):

At Acquisition Date as Reported
September 27, 2024 Measurement Period Adjustments At Acquisition Date as Reported January 3, 2025

Cash purchase consideration $ 72,802   $ —   $ 72,802  
Number of shares of MACOM common stock issued at closing 711,528  
Fair value of shares issued $ 81.14  
Equity purchase consideration 57,733   —   57,733  

Total purchase consideration $ 130,535   $ —   $ 130,535  

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The final purchase price has been allocated as follows (in thousands):

At Acquisition Date as Reported
September 27, 2024 Measurement Period Adjustments At Acquisition Date as Reported January 3, 2025

Current assets $ 39   $ —   $ 39  
Inventory 31,097   649   31,746  
Property and equipment 35,415   —  35,415  
Intangible assets 42,000   1,800   43,800  
Prepayment for net assets associated with the RTP Fab Transfer 16,250   —   16,250  
Other non-current assets 5,837   —   5,837  
Goodwill 9,967   ( 859 ) 9,108  
Total assets acquired 140,605   1,590   142,195  
Current liabilities 6,882   1,590   8,472  
Long-term liabilities 3,188   —   3,188  
Total liabilities assumed 10,070   1,590   11,660  
Purchase Price $ 130,535   $ —   $ 130,535  

Intangible assets consist of technology, a favorable contract and customer relationships with fair values of $ 21.0  million, $ 14.5  million and $ 8.3  million, respectively, and useful lives of 4.8 years, 2.0 years and 8.8 years, respectively. We used variations of income approaches with estimates and assumptions developed by us to determine the fair values of technology, the favorable contract and customer relationships. We valued technology by using the relief-from-royalty method, the favorable contract by using the discounted cash flow method and customer relationships by using the multi-period excess earnings method. We valued backlog using the multi-period excess earnings method and determined that the value for backlog is zero. The process for estimating the fair values of identifiable intangible assets requires the use of significant estimates and assumptions, including revenue growth rates, royalty rates, operating margin and discount rates. We used the cost and market approaches to determine the fair value of our property and equipment. We amortize definite-lived assets based on the pattern over which we expect to receive the economic benefit from these assets.
On July 25, 2025, we completed the RTP Fab Transfer . At the time of purchase accounting, $ 16.3  million of the purchase price was estimated as a prepayment associated with the fair value of property and equipment, inventory and liabilities to be acquired with the RTP Fab Transfer. This amount was comprised of $ 10.4  million for property and equipment, $ 6.4  million for inventory and $ 0.5  million for an employee benefits accrual. Property and equipment, inventory and the employee benefits accrual acquired on July 25, 2025 were valued at $ 10.1  million, $ 16.7  million, and $ 0.5  million, respectively, for a total value of $ 26.3  million. The revised inventory valuation reflects new information obtained outside of the measurement period which ended in December 2024. As a result, we recorded a net gain of $ 10.1  million to Other income during the fiscal fourth quarter ended October 3, 2025. The gain on inventory resulted from receiving a greater quantity of raw materials and work-in-process inventory than originally estimated at the end of the measurement period in December 2024.
The RF Business has been included in our consolidated financial statements since the date of acquisition. During the fiscal year ended September 27, 2024, the RF Business contributed $ 138.7  million of our total revenue. During the fiscal year ended September 27, 2024, the RF Business did not materially impact our consolidated net income.
Consolidated estimated pro forma unaudited revenue and net income (loss) as if the RF Business Acquisition had occurred on October 1, 2022, is as follows (in thousands):

Fiscal Years
2024 2023
Consolidated estimated pro forma unaudited revenue $ 756,415   $ 793,017  
Consolidated estimated pro forma unaudited net income (loss) $ 55,991   $ ( 72,728 )

Pro forma revenue and net income (loss) was prepared for comparative purposes only and is not indicative of what would have occurred had the acquisition actually occurred on October 1, 2022, or of the results that may occur in the future. Pro forma net income (loss) includes business combination accounting effects from the RF Business Acquisition, primarily amortization expense from acquired intangible assets, acquisition transaction costs and tax-related effects. Pro forma earnings for the fiscal year ended September 27, 2024 were adjusted to exclude transaction costs incurred of $ 15.8  million, and pro forma earnings for the fiscal year ended September 29, 2023 were adjusted and include $ 42.0  million of transaction costs associated with the RF Business Acquisition. MACOM incurred total transaction costs of $ 11.5  million and the remaining $ 30.5  million was incurred by the Seller.
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MESC— On May 31, 2023, we completed the acquisition of the key manufacturing facilities, capabilities, technologies and other assets and certain specified liabilities of OMMIC SAS, a semiconductor manufacturer based in Limeil-Brévannes, France with expertise in wafer fabrication, epitaxial growth and MMIC processing and design. We are referring to this acquisition as the MACOM European Semiconductor Center Acquisition (the “MESC Acquisition”) and it was accounted for as a business combination. We completed the MESC Acquisition to expand our European footprint and to enable us to offer higher frequency GaAs and GaN MMICs. Total cash consideration paid for the MESC Acquisition was approximately $ 36.9 million and was funded with cash-on-hand. During the fiscal year ended October 3, 2025, we did not incur acquisition-related transaction costs. During the fiscal years ended September 27, 2024 and September 29, 2023, we incurred acquisition-related transaction costs of approximately $ 0.3 million and $ 2.8 million, respectively, which are included in selling, general and administrative expense in our Consolidated Statement of Operations. The MESC Acquisition was accounted for as a business combination and the operations of MESC have been included in our consolidated financial statements since the date of acquisition.
We finalized the MESC Acquisition purchase accounting during the fiscal quarter ended June 28, 2024. The final purchase price has been allocated as follows (in thousands):

At Acquisition Date as Reported
June 28, 2024

Current assets $ 297  
Inventory 3,790  
Property and equipment 30,538  
Intangible assets 5,966  

Total assets acquired 40,591  
Current liabilities 3,734  
Total liabilities assumed 3,734  
Purchase Price $ 36,857  

As part of the acquisition, we assumed a lease agreement for the manufacturing facilities in France that provides us with the option to purchase the real property for one Euro at the end of the lease term; in October 2024 we exercised this option and purchased the real property. As of September 27, 2024, there was a finance lease right-of-use-asset of $ 24.7 million in Property and equipment for this lease, originally valued at acquisition using a market approach.
Intangible assets consist of technology and customer relationships of $ 4.9 million and $ 1.1 million, respectively, both having useful lives of 8.3 years. We used the income approach to determine the fair value of the definite-lived intangible assets and the cost and market approaches to determine the fair value of our property, plant and equipment. We amortize definite-lived assets based on the pattern over which we expect to receive the economic benefit from these assets.
Pro forma financial information for the fiscal years ended September 29, 2023 is not material to our consolidated financial statements.
Linearizer Technology, Inc.— On March 3, 2023, we completed the acquisition of Linearizer Technology, Inc. (“Linearizer”), a developer of modules and subsystems, including solid state power amplifiers (SSPAs), microwave predistortion linearizers and microwave photonics based in Hamilton, New Jersey (the “Linearizer Acquisition”), which was accounted for as a business combination. We acquired Linearizer to further strengthen our component and subsystem design expertise in our target markets. In connection with the Linearizer Acquisition, we acquired all of the outstanding shares of Linearizer for total cash consideration of approximately $ 51.4  million. We funded the Linearizer Acquisition with cash-on-hand. There were no transaction costs for the fiscal years ended October 3, 2025 and September 27, 2024, respectively, associated with this acquisition. During the fiscal year ended September 29, 2023, we incurred acquisition-related transaction costs of approximately $ 2.1  million, which are included in selling, general and administrative expenses in our Consolidated Statement of Operations. The Linearizer Acquisition was accounted for as a business combination and the operations of Linearizer have been included in our consolidated financial statements since the date of acquisition.
We finalized the Linearizer Acquisition purchase accounting during the fiscal quarter ended March 29, 2024. The final purchase price has been allocated as follows (in thousands):
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At Acquisition Date as Reported
September 29, 2023 Measurement Period Adjustments At Acquisition Date as Reported March 29, 2024

Current assets $ 2,819   $ ( 100 ) $ 2,719  
Inventory 8,907   1,407   10,314  
Property and equipment 5,485   —  5,485  

Intangible assets 29,600   —  29,600  
Goodwill 12,332   ( 1,494 ) 10,838  
Total assets acquired 59,143   ( 187 ) 58,956  

Current liabilities 7,544   —  7,544  
Total liabilities assumed 7,544   —  7,544  
Purchase Price $ 51,599   $ ( 187 ) $ 51,412  

Intangible assets consist of customer relationships, technology and a trade name with fair values of $ 20.7  million, $ 7.1  million and $ 1.8  million, respectively, and useful lives of 8.6 years, 7.6 years and 7.6 years, respectively. We used the income approach to determine the fair value of the definite-lived intangible assets and the cost and market approaches to determine the fair value of the property, plant and equipment. We amortize definite-lived assets based on the pattern over which we expect to receive the economic benefit from these assets. The intangible assets and goodwill acquired will be amortizable for tax purposes due to the IRC Section 338 election filed.
Pro forma financial information for the fiscal year ended September 29, 2023 is not material to our consolidated financial statements.

5. INVESTMENTS
All short-term investments are invested in certificates of deposit, corporate bonds, commercial paper, U.S. Treasury securities and agency bonds, and are classified as available-for-sale. The amortized cost, gross unrealized holding gains or losses and fair value of our available-for-sale investments by major investments type are summarized in the tables below (in thousands):  

  October 3, 2025
  Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Aggregate Fair Value

Corporate bonds $ 554,433   $ 3,222   $ ( 76 ) $ 557,579  
Commercial paper 49,510   6   —   49,516  
U.S. Treasuries and agency bonds 66,594   155   ( 11 ) 66,738  

Total investments $ 670,537   $ 3,383   $ ( 87 ) $ 673,833  

  September 27, 2024
  Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Aggregate Fair Value

Certificates of deposit $ 980   $ —   $ —   $ 980  
Corporate bonds 303,296   2,047   ( 193 ) 305,150  
Commercial paper 73,641   149   —   73,790  
U.S. Treasuries and agency bonds 54,931   248   ( 17 ) 55,162  
Total investments $ 432,848   $ 2,444   $ ( 210 ) $ 435,082  

The contractual maturities of available-for-sale investments were as follows (in thousands):

  October 3, 2025
Less than 1 year $ 211,245  
Over 1 year 462,588  
Total investments $ 673,833  

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We have determined that the gross unrealized losses on available for sale securities at October 3, 2025 and September 27, 2024 are temporary in nature and/or do not relate to credit loss, therefore there is no expense for credit losses recorded in our Consolidated Statements of Operations. The techniques used to measure the fair value of our investments are described in Note 2 - S ummary of Significant Accounting Policies . We review our investments to identify and evaluate investments that have indications of possible impairment due to credit loss. Factors considered in determining whether a loss is due to credit loss include the extent to which fair value has been less than the cost basis, adverse conditions, the financial condition and near-term prospects of the investee, and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. All of our fixed income securities are rated investment grade as of October 3, 2025.
During the fiscal years ended October 3, 2025, September 27, 2024 and September 29, 2023, we received proceeds from sales and maturities of available-for-sale securities of $ 360.2 million, $ 344.8 million and $ 515.8 million, respectively. The gross realized gains and losses of available-for-sale investments were immaterial in fiscal years 2025, 2024 and 2023 and were recorded within Other income (expense), net in each period presented in our Consolidated Statement of Operations.
During the fiscal year ended October 3, 2025, September 27, 2024 and September 29, 2023, Interest income on cash equivalents and short-term investments was $ 29.9 million, $ 23.0 million and $ 20.8 million, respectively.

6. FAIR VALUE AND FINANCIAL INSTRUMENTS
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis
We measure certain assets and liabilities at fair value on a recurring basis such as our financial instruments. There have been no transfers between Level 1, 2 or 3 assets or liabilities during the fiscal year ended October 3, 2025 and September 27, 2024.
Assets and liabilities measured at fair value on a recurring basis consist of the following (in thousands):
 

October 3, 2025
Fair Value Active Markets for Identical Assets
(Level 1) Observable Inputs
(Level 2) Unobservable Inputs
(Level 3)
Assets
Money market funds $ 63,811   $ 63,811   $ —   $ —  

U.S. Treasuries and agency bonds 66,738   45,373   21,365   —  
Corporate bonds 557,579   —   557,579   —  
Commercial paper 49,516   —   49,516   —  
Total assets measured at fair value $ 737,644   $ 109,184   $ 628,460   $ —  

September 27, 2024
Fair Value Active Markets for Identical Assets
(Level 1) Observable Inputs
(Level 2) Unobservable Inputs
(Level 3)
Assets
Money market funds $ 74,760   $ 74,760   $ —   $ —  
Certificate of deposits 980   980   —   —  
U.S. Treasuries and agency bonds 55,162   50,163   4,999   —  
Corporate bonds 305,150   —   305,150   —  
Commercial paper 73,790   —   73,790   —  
Total assets measured at fair value $ 509,842   $ 125,903   $ 383,939   $ —  
Liabilities
Non-designated foreign currency hedge contracts $ 100   $ —   $ 100   $ —  
Total Liabilities at fair value $ 100   $ —   $ 100   $ —  

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Derivatives
We have foreign currency exposure arising from certain of our Euro and Yen denominated intercompany debt. We have entered into foreign currency exchange hedging contracts associated with this debt to partially mitigate the impact of currency rate changes. They are not designated as cash flow or fair value hedges under ASC 815. Changes in fair value are reported in current period earnings. These gains and losses are intended to offset the gains and losses recorded on the associated intercompany debt. We do not use derivative financial instruments for trading or speculation purposes.
As of October 3, 2025 and September 27, 2024, we had $ 36.0  million and $ 34.4  million, respectively in notional forward foreign currency contracts, which were denominated in Euro and Yen. As of October 3, 2025 and September 27, 2024, the fair value of derivative instruments not designated as hedges was immaterial.

7. ACCOUNTS RECEIVABLES ALLOWANCES
Summarized below is the activity in our accounts receivable allowances, including compensation credits and doubtful accounts as follows (in thousands):

Fiscal Years
2025 2024 2023
Balance - beginning of year $ 2,662   $ 2,004   $ 2,446  
Provision, net 1,954   5,404   3,600  
Charge-offs ( 3,730 ) ( 4,746 ) ( 4,042 )
Balance - end of year $ 886   $ 2,662   $ 2,004  

The balances at the end of fiscal years 2025, 2024 and 2023 are comprised primarily of compensation credits of $ 0.7 million, $ 2.4 million and $ 1.8 million, respectively.
The allowance for doubtful accounts is immaterial as of October 3, 2025, September 27, 2024 and September 29, 2023. We generate accounts receivable from customers and they are classified as short-term. We monitor collections and maintain a provision for expected credit losses based on historical trends, current conditions, and relevant forecasted information, in addition to provisions established for any specific collection issues that have been identified.

8. INVENTORIES
Inventories consist of the following (in thousands):

October 3, 2025 September 27, 2024
Raw materials $ 153,196   $ 121,231  
Work-in-process 32,973   12,412  
Finished goods 51,675   60,847  
Total $ 237,844   $ 194,490  

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9. PROPERTY AND EQUIPMENT
Property and equipment consists of the following (in thousands):

October 3,
2025 September 27,
2024
Buildings $ 30,932   $ —  
Computer equipment 19,670   19,809  
Construction in process 27,460   15,179  
Finance lease assets 38,966   65,596  
Furniture and fixtures 4,295   3,539  
Land 24,871   —  
Leasehold improvements 38,359   38,979  
Machinery and equipment 318,650   282,920  
           Total property and equipment 503,203   426,022  
Less accumulated depreciation and amortization ( 272,912 ) ( 250,005 )
           Property and equipment — net $ 230,291   $ 176,017  

Depreciation and amortization expense related to property and equipment for fiscal years 2025, 2024 and 2023 was $ 31.5 million, $ 30.1 million and $ 24.0 million, respectively. Accumulated amortization on finance lease assets as of October 3, 2025 and September 27, 2024 was $ 10.3 million and $ 10.2  million, respectively.
During the fiscal year ended October 3, 2025, we exercised an option to purchase manufacturing facilities that we leased in France for €1 (one Euro) and we reclassified the finance lease asset to land and buildings. This lease was acquired in May 2023 in connection with the MESC Acquisition and was valued as part of purchase accounting using a market approach. Additionally, during the fiscal year ended October 3, 2025, we entered into a lease that is considered a failed sale-leaseback for accounting purposes, resulting in additions to land and buildings, refer to Note 16 - Financing Obligation for additional information.
In August 2022, the U.S. government enacted the CHIPS and Science Act of 2022 (the “CHIPS Act”), which provides funding for manufacturing grants and research investments and established a 25% ITC for certain qualifying investments in U.S. semiconductor manufacturing equipment. We account for the ITC as a reduction to the carrying value of the qualifying asset and record a corresponding receivable for expected tax credits in connection with the CHIPS Act. As of October 3, 2025 and September 27, 2024, we have reduced property and equipment, net in the Consolidated Balance Sheet by $ 5.6 million and $ 5.2 million, respectively, as a result of expected tax credits in connection with the CHIPS Act.

10. INTANGIBLE ASSETS
Amortization expense related to intangible assets is as follows (in thousands):

Fiscal Years
2025 2024 2023
Cost of revenue $ 14,333   $ 14,790   $ 4,369  
Research and development 8,892   4,763   —  
Selling, general and administrative 8,527   17,612   23,735  
Total $ 31,752   $ 37,165   $ 28,104  

A summary of the activity in gross intangible assets as of October 3, 2025 and September 27, 2024 is as follows (in thousands):

October 3, 2025
Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Acquired technology $ 34,994   $ ( 14,859 ) $ 20,135  

Customer relationships 74,572   ( 41,304 ) 33,268  
Software licenses 26,186   ( 5,544 ) 20,642  
Trade name (1)
5,200   ( 675 ) 4,525  
Balance as of October 3, 2025 (2)
$ 140,952   $ ( 62,382 ) $ 78,570  

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September 27, 2024
Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Acquired technology $ 33,226   $ ( 7,320 ) $ 25,906  

Customer relationships 180,214   ( 149,206 ) 31,008  
Favorable contract 14,500   ( 7,620 ) 6,880  
Software licenses 12,292   ( 4,775 ) 7,517  
Trade name (1)
5,200   ( 423 ) 4,777  
Balance as of September 27, 2024 (2)
$ 245,432   $ ( 169,344 ) $ 76,088  

(1) Includes an indefinite-lived trade name of $ 3.4  million that is not amortized.
(2) Foreign intangible asset carrying amounts include foreign currency translation adjustments.
Fully amortized intangible assets of $ 138.8 million and $ 273.4 million, were eliminated from both gross and accumulated amortization amounts in the fourth quarter of fiscal years 2025 and 2024, respectively.
As of October 3, 2025, our estimated amortization of our intangible assets in future fiscal years, was as follows (in thousands):

2026 2027 2028 2029 2030 Thereafter
Amortization expense $ 24,445   $ 21,333   $ 9,322   $ 5,777   $ 5,091   $ 9,202  

The weighted-average amortization period for total intangible assets acquired during fiscal year 2025 is 5.8 years.
The following table presents a summary of the changes in goodwill during fiscal years 2025 and 2024 (in thousands):

Fiscal Years
2025 2024
Balance at beginning of year $ 332,201   $ 323,398  
Acquired (1)
4,263   8,473  
Foreign currency translation adjustment ( 149 ) 330  
Balance at end of year $ 336,315   $ 332,201  

(1)      The fiscal 2024 acquired balance consists of an increase of $ 10.0  million to goodwill related to the RF Business Acquisition and a reduction of $ 1.5  million to goodwill related to measurement period adjustments for the Linearizer Acquisition. For additional information refer to Note 4 - Acquisitions.

11. ACCRUED LIABILITIES
Accrued liabilities consist of the following (in thousands):
 

October 3,
2025 September 27,
2024
Compensation and benefits $ 48,236   $ 30,769  
Current portion of operating leases 6,284   7,727  
Deferred revenue 7,676   5,281  
Distribution costs 8,196   7,494  

Product warranty 1,429   725  
Professional fees 1,041   1,335  
Software licenses 9,889   5,425  

Other 13,208   5,580  
Total accrued liabilities $ 95,959   $ 64,336  

12. PRODUCT WARRANTIES
We establish a product warranty liability at the time of revenue recognition. Product warranties generally have terms of 12 months and cover nonconformance with specifications and defects in material or workmanship. For sales to distributors, our warranty generally begins when the product is resold by the distributor. The liability is based on estimated costs to fulfill customer product warranty obligations and utilizes historical product failure rates. Should actual warranty obligations differ from estimates, revisions to the warranty liability may be required.
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Product warranty liability activity is as follows (in thousands):

Fiscal Years
2025 2024 2023
Balance — beginning of year $ 725   $ 1,016   $ 1,898  
Provisions 1,670   1,429   908  
Warranty claims ( 966 ) ( 1,720 ) ( 2,021 )
Acquired —   —   231  
Balance — end of year $ 1,429   $ 725   $ 1,016  

13. EMPLOYEE BENEFIT PLANS
We established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code of 1986, as amended on October 1, 2009 (“401(k) Plan”). The 401(k) Plan follows a calendar year, covers substantially all U.S. employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax basis, subject to legal limitations. Our contributions to the 401(k) Plan may be made at the discretion of the board of directors. During the fiscal years ended October 3, 2025, September 27, 2024 and September 29, 2023, we contributed $ 4.3 million, $ 5.9 million and $ 2.7 million to our 401(k) Plan for calendar years 2025, 2024 and 2023, respectively.
Our employees located in foreign jurisdictions meeting minimum age and service requirements participate in defined contribution plans whereby participants may defer a portion of their annual compensation on a pretax basis, subject to legal limitations. We expensed contributions of $ 2.4 million, $ 2.1 million and $ 1.7 million for fiscal years 2025, 2024 and 2023, respectively.

14. COMMITMENTS AND CONTINGENCIES
Asset Retirement Obligations —We are obligated under certain facility leases to restore those facilities to the condition in which we or our predecessors first occupied the facilities. We are required to remove leasehold improvements and equipment installed in these facilities prior to termination of the leases. As of October 3, 2025 and September 27, 2024, the estimated cost for the removal of these assets that are recorded as asset retirement obligations in other long-term liabilities in our Consolidated Balance Sheets was $ 1.9 million.
Purchase Commitments —As of October 3, 2025, we had outstanding purchase commitments of $ 157.1 million primarily for purchases of services and inventory supply arrangements of which approximately $ 145.1 million are payments due within one year.
Litigation —From time to time we may be subject to commercial disputes, employment issues, claims by other companies in the industry that we have infringed their intellectual property rights and other similar claims and litigation. Any such claims may lead to future litigation and material damages and defense costs. We were not involved in any material legal proceedings during the year ended October 3, 2025 .

15. DEBT
The following represents the outstanding balances and effective interest rates (in thousands, except percentages):

October 3, 2025 September 27, 2024
Principal Balance Effective Interest Rate Principal Balance Effective Interest Rate
0.25 % convertible notes due March 2026
$ 161,151   0.54   % $ 450,000   0.54   %
0.00% convertible notes due December 2029 344,316   0.33   % —  
Total principal amount outstanding 505,467   450,000  
Unamortized deferred financing costs ( 4,891 ) ( 1,719 )
Less: Current portion of long term debt 160,946   —  
Total long-term debt $ 339,630   $ 448,281  

2026 Convertible Notes
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On March 25, 2021, we issued 0.25 % convertible senior notes due in fiscal year 2026, pursuant to an indenture dated as of such date (the “Indenture”), between the Company and U.S. Bank National Association, as trustee, with an aggregate principal amount of $ 400.0  million (the “Initial Notes”), and on April 6, 2021, we issued an additional $ 50.0  million aggregate principal amount (the “Additional Notes”) (together, the “2026 Convertible Notes”). The Additional Notes were issued and sold to the initial purchaser of the Initial Notes, pursuant to the option to purchase the Additional Notes granted by the Company to the initial purchaser and have the same terms as the Initial Notes.
On December 12, 2024, we entered into separate, privately negotiated exchange and subscription agreements (the “Exchange and Subscription Agreements”) with a limited number of holders of the 2026 Convertible Notes. Under the terms of the Exchange and Subscription Agreements, the holders exchanged $ 288.8  million in aggregate principal amount of 2026 Convertible Notes held by them for $ 257.7  million of our 2029 Convertible Notes (defined below), 1,582,958 newly-issued shares of the Company’s common stock, par value $ 0.001 per share, issued at a fair value of $ 205.9  million, and $ 17.6  million in cash. These exchanges resulted in aggregate pre-tax debt extinguishment charges of $ 193.1  million. The Company also issued approximately $ 86.6  million in additional aggregate principal amount of the 2029 Convertible Notes in a private placement to certain investors (the “Subscription” and, together with the Exchange, the “Transactions”). The Transactions closed on December 19, 2024.
Following the closing of the Transactions, the aggregate principal balance of the 2026 Convertible Notes is $ 161.2  million and the terms of the 2021 Indenture are unchanged. The 2026 Convertible Notes will mature on March 15, 2026, unless earlier converted, redeemed or repurchased.
Holders of the 2026 Convertible Notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding December 15, 2025 in multiples of $1,000 principal amount, only under the following circumstances: (i) during any fiscal quarter commencing after the fiscal quarter ending on July 2, 2021 (and only during such fiscal quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130 % of the conversion price for the notes on each applicable trading day; (ii) during the five business day period after any five consecutive trading day period (the “Measurement Period”) in which the “trading price” (as defined in the Indenture) per $1,000 principal amount of the notes for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price of our common stock and the conversion rate for the notes on each such trading day; (iii) if we call such notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the applicable redemption date; or (iv) upon the occurrence of specified corporate events described in the Indenture. On or after December 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes in multiples of $1,000 principal amount, regardless of the foregoing circumstances.
The initial conversion rate for the 2026 Convertible Notes is 12.1767 shares of common stock per $1,000 principal amount of the notes, equivalent to an initial conversion price of approximately $ 82.12 per share of common stock. The conversion rate will be subject to adjustment upon the occurrence of certain specified events in the Indenture.
In November 2021, we made an irrevocable election to pay cash for the aggregate principal amount of notes to be converted. Upon conversion of the 2026 Convertible Notes, we are required to pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the notes being converted (subject to, and in accordance with, the settlement provisions of the Indenture). We may redeem for cash all or any portion of the notes, at our option, on or after March 20, 2024 if the last reported sale price per share of our common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption, at a redemption price equal to 100 % of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, to, but not including, the redemption date.
The Indenture does not contain any financial or operating covenants or restrictions on the payments of dividends, the making of investments, the incurrence of indebtedness or the purchase or prepayment of securities by us or any of our subsidiaries.
Total interest expense for the 2026 Convertible Notes in fiscal year 2025 was $ 1.2 million of which $ 0.6 million was for coupon interest. For each of fiscal years 2024 and 2023, total interest expense was $ 2.2 million of which $ 1.1 million was for coupon interest.
The fair values of the 2026 Convertible Notes, including the conversion feature, were $ 251.6 million and $ 640.6 million as of October 3, 2025 and September 27, 2024, respectively, and were determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.
There are no future minimum principal payments under the notes as of October 3, 2025; the full amount of $ 161.2  million will mature on March 15, 2026, unless earlier converted, redeemed or repurchased.
2029 Convertible Notes
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On December 19, 2024, we issued 0.000 % convertible senior notes due in fiscal year 2030, pursuant to an indenture dated as of such date (the “2024 Indenture”), between the Company and U.S. Bank National Association, as trustee with an aggregate principal amount of $ 344.3 million (the “2029 Convertible Notes”).
Holders of the 2029 Convertible Notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding September 15, 2029 in multiples of $1,000 principal amount, only under the following circumstances: (i) during any fiscal quarter commencing after the fiscal quarter ending on April 4, 2025 (and only during such fiscal quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price for the notes on each applicable trading day; (ii) during the five business day period after any five consecutive trading day period (the “Measurement Period”) in which the “trading price” (as defined in the 2024 Indenture) per $1,000 principal amount of the notes for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price of our common stock and the conversion rate for the notes on each such trading day; (iii) if we call such notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (iv) upon the occurrence of specified corporate events described in the 2024 Indenture. On or after September 15, 2029 until the close of business on the second scheduled trading day immediately preceding the maturity date, the holders may convert their notes, in multiples of $1,000 principal amount, regardless of the foregoing circumstances.
The initial conversion rate for the Notes is 5.7463 shares of common stock (subject to adjustment as provided for in the 2024 Indenture) per $1,000 principal amount of the notes, which is equal to an initial conversion price of approximately $ 174.03 per share of common stock.
The 2029 Convertible Notes do not bear regular interest, and the principal amount of the notes does not accrete. The notes are senior unsecured obligations of the Company and will mature on December 15, 2029, unless earlier redeemed, repurchased or converted. Upon conversion of the 2029 Convertible Notes, we are required to pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the notes being converted (subject to, and in accordance with, the settlement provisions of the 2024 Indenture). We must notify the holders of the 2029 Convertible Notes of our settlement method for our conversion obligation in excess of the aggregate principal amount no later than September 15, 2029, for conversions occurring on or after that date. We may redeem for cash all or any portion of the notes, at our option, on or after December 20, 2027 and prior to September 15, 2029 if the last reported sale price per share of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, to, but not including, the redemption date.
The 2024 Indenture does not contain any financial or operating covenants or restrictions on the payments of dividends, the making of investments, the incurrence of indebtedness or the purchase or prepayment of securities by us or any of our subsidiaries.
For fiscal year 2025, total interest expense for the 2029 Convertible Notes was $ 0.9  million which represents amortization of issuance costs.
The fair value of our 2029 Convertible Notes was $ 353.3 million as of October 3, 2025 and was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.
There are no future minimum principal payments under the notes as of October 3, 2025; the full amount of $ 344.3 million is due on December 15, 2029.
Term Loans
We were party to a credit agreement dated as of May 8, 2014, with a syndicate of lenders and Goldman Sachs Bank USA, as administrative agent (as amended on February 13, 2015, August 31, 2016, March 10, 2017, May 19, 2017, May 2, 2018 and May 9, 2018, the “Credit Agreement”). On August 2, 2023, the Credit Agreement was terminated when we paid the total outstanding principal balance on our Term Loans of $ 120.8  million and accrued interest of less than $ 0.1  million with cash-on-hand. There was no interest expense for the Term Loans for fiscal years 2025 and 2024 . For fiscal year 2023, total interest expense for the Term Loans was $ 6.9  million.
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16. F INANCING OBLIGATION
We are party to a power purchase agreement for the use of electric power and thermal energy producing systems at our fabrication facility in Lowell, Massachusetts. This system is expected to reduce our consumption of energy while delivering sustainable, resilient energy for heating and cooling. We do not own these systems; however, we control the use of the assets during operation. As of October 3, 2025 and September 27, 2024, the asset in Property and equipment, net was $ 7.5  million and $ 8.2  million, respectively, and the corresponding liability was $ 9.0  million and $ 9.3  million, respectively, classified primarily in Financing obligation on our Consolidated Balance Sheets. The financing obligation was calculated based on future fixed payments allocated to the power generator of $ 16.8  million over the 15-year term, discounted at an implied discount rate of 7.4 %, and the remaining future minimum payments are for power purchases. As of October 3, 2025, we have $ 22.3  million in remaining fixed payments over a remaining 12-year term, of which $ 14.0  million, discounted to $ 9.0  million, is included in our consolidated balance sheets.
Sale-Leaseback
In connection with the RF Business Acquisition, the Seller granted MACOM a right of first offer to purchase the RTP Fab property. MACOM exercised this right and subsequently assigned it to a third-party, who completed the purchase of the property during the fiscal year ended October 3, 2025. Simultaneously, we entered into a 12-year lease agreement with the third-party to lease the RTP Fab property. This lease also includes two consecutive renewal options, each for a term of ten years.
The lease between MACOM and the third-party is considered a failed sale-leaseback for accounting purposes as we have the option to purchase the property during the lease term. Accordingly, we recognized the fair value of the RTP Fab property within Property and Equipment, net, allocated to land and building, and recorded a corresponding liability classified in Financing Obligation on the consolidated balance sheets. The financing obligation was calculated based on future fixed lease payments over the expected term, discounted at an incremental borrowing rate of 7.4 %.
The building will be depreciated over the remaining useful life. Lease payments under the agreement are recognized as interest expense and a reduction of the financing obligation over the term of the agreement. As of October 3, 2025, the net book value of the land and building in property and equipment, net was $ 28.6  million and the corresponding liability was $ 28.5  million.
As of October 3, 2025, expected future minimum payments for the financing obligations were as follows (in thousands):

Fiscal year ending: Sale-Leaseback Power Purchase Agreement
2026 $ 2,278   $ 1,007  
2027 2,312   1,031  
2028 2,347   1,057  
2029 2,382   1,084  
2030 2,418   1,110  
Thereafter 17,067   8,664  
Total payments 28,804   13,953  
Less: interest 22,875   4,947  
Plus: residual value 22,596   —  
Present value of financing obligations $ 28,525   $ 9,006  

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17. LEASES
Included in our Consolidated Balance Sheets were the following amounts related to operating and finance lease assets and liabilities (in thousands):

October 3, 2025 September 27, 2024 Consolidated Balance Sheets Classification
Assets:
Operating lease ROU assets $ 31,883   $ 29,279   Other long-term assets
Finance lease assets 28,701   55,389   Property and equipment, net

Total lease assets $ 60,584   $ 84,668  
Liabilities:
Current:
Operating lease liabilities $ 6,284   $ 7,727   Accrued liabilities
Finance lease liabilities 626   646   Current portion of finance lease obligations

Long-term:
Operating lease liabilities 28,448   24,173   Other long-term liabilities
Finance lease liabilities 30,504   31,130   Finance lease obligations, less current portion

Total lease liabilities $ 65,862   $ 63,676  

The weighted-average remaining lease terms and weighted-average discount rates for operating and finance leases were as follows:

October 3, 2025 September 27, 2024
Weighted-average remaining lease term (in years):
Operating leases 7.1 4.7
Finance leases 18.1 19.0
Weighted-average discount rate:
Operating leases 6.3   % 6.4   %
Finance leases 6.7   % 6.7   %

The components of lease expense were as follows (in thousands):

Fiscal Year Ended
October 3, 2025 September 27, 2024 September 29, 2023
Finance lease cost:
Amortization of lease assets $ 1,788   $ 2,332   $ 2,106  
Interest on lease liabilities 2,141   2,160   2,089  
Total finance lease cost $ 3,929   $ 4,492   $ 4,195  

Operating lease cost $ 9,438   $ 10,280   $ 7,965  
Variable lease cost $ 3,389   $ 3,604   $ 2,572  
Short-term lease cost $ 289   $ 36   $ 25  
Sublease income $ 426   $ 1,324   $ 1,340  

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Cash paid for amounts included in the measurement of lease liabilities were as follows (in thousands):

Fiscal Year Ended
October 3, 2025 September 27, 2024 September 29, 2023
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases $ 9,247   $ 10,567   $ 8,644  
Operating cash flows from finance leases $ 2,141   $ 2,160   $ 2,089  
Financing cash flows from finance leases $ 741   $ 1,175   $ 1,012  

Non-cash activities:
Operating lease ROU assets obtained in exchange for new lease liabilities $ 10,363   $ 10,643   $ 6,758  
Financing lease assets obtained in exchange for new lease liabilities $ —   $ —   $ 5,905  

As of October 3, 2025, maturities of lease payments by fiscal year were as follows (in thousands):

Fiscal year ending: Operating Leases Finance Leases
2026 $ 8,264   $ 2,680  
2027 6,970   2,718  
2028 5,200   2,754  
2029 4,436   2,803  
2030 3,742   2,842  
Thereafter 15,277   41,219  
Total lease payments 43,889   55,016  
Less: interest ( 9,157 ) ( 23,886 )
Present value of lease liabilities $ 34,732   $ 31,130  

18. STOCKHOLDERS’ EQUITY
We have authorized 10.0 million shares of $ 0.001 par value preferred stock and 300.0 million shares of $ 0.001 par value common stock as of October 3, 2025 and September 27, 2024.

19. SHARE-BASED COMPENSATION PLANS
Stock Plans
We have two equity incentive plans: the 2021 Omnibus Incentive Plan (“2021 Plan”) and the 2021 Employee Stock Purchase Plan (“2021 ESPP”).
We have outstanding awards under the 2021 Plan. Under the 2021 Plan, we have the ability to issue incentive stock options (“ISOs”), non-statutory stock options (“NSOs”), stock appreciation rights (“SARS”), restricted stock awards (“RSAs”), unrestricted stock awards, stock units (including restricted stock units (“RSUs”) and performance-based restricted stock units (“PRSUs”)), performance awards, cash awards, and other share-based awards to employees, directors, consultants and advisors. The ISOs and NSOs must be granted at an exercise price, and the SARS must be granted at a base value, per share of not less than 100 % of the closing price of a share of our common stock on the date of grant (or, if no closing price is reported on that date, the closing price on the immediately preceding date on which a closing price was reported) ( 110 % in the case of certain ISOs). Options granted primarily vested based on certain market-based and performance-based criteria as described below and generally have a term of four to seven years . Certain of the share-based awards granted and outstanding as of October 3, 2025, are subject to accelerated vesting upon a sale of the Company or similar changes in control.
As of October 3, 2025, we had 3.2 million shares available for future issuance under the 2021 Plan and 1.0 million shares available for issuance under our 2021 ESPP.
Incentive Stock Units
Outside of the two equity plans described above, we also grant incentive stock units (“ISUs”) to certain of our international employees which typically vest over three or four years and for which the fair value is determined by our underlying stock price, which are classified as liabilities and settled in cash upon vesting.
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During fiscal years 2025, 2024 and 2023, the fair value of awards granted were $ 1.9 million, $ 2.2 million and $ 1.8 million, respectively. ISU awards were paid out at a fair value of $ 4.2 million, $ 2.0 million and $ 3.5 million for the fiscal years 2025, 2024 and 2023, respectively. As of October 3, 2025 and September 27, 2024, the fair value of outstanding awards was $ 5.1 million and $ 6.8 million, respectively, and the associated accrued compensation liability was $ 3.7 million and $ 4.6 million, respectively.
During fiscal years 2025, 2024 and 2023, we recorded an expense for these ISU awards of $ 3.2 million, $ 3.3 million and $ 3.4 million, respectively. These expenses are not included in the share-based compensation expense totals below.
Employee Stock Purchase Plan
The 2021 ESPP allows eligible employees to purchase shares of our common stock at a discount through payroll deductions of up to 15 % of their eligible compensation, subject to any plan limitations. In administering the 2021 ESPP, the board of directors has limited discretion to set the length of the offering periods thereunder. In fiscal years 2025, 2024 and 2023, 106,615 , 116,346 and 120,774 shares of common stock were issued under the 2021 ESPP, respectively.
Share-Based Compensation
The following table shows a summary of share-based compensation expense included in the Consolidated Statements of Operations during the periods presented (in thousands): 

Fiscal Years
2025 2024 2023
Cost of revenue $ 8,524   $ 5,938   $ 4,325  
Research and development 32,144   18,072   14,808  
Selling, general and administrative 38,694   21,634   18,970  
Total $ 79,362   $ 45,644   $ 38,103  

As of October 3, 2025, the total unrecognized compensation costs related to outstanding restricted stock awards and units including awards with time-based, performance-based, and market-based vesting was $ 80.1 million, which we expect to recognize over a weighted-average period of 1.8 years. As of October 3, 2025, total unrecognized compensation cost related to the 2021 ESPP was $ 0.5 million .
Restricted Stock Awards and Units
A summary of RSU, PRSU and RSA activity for fiscal year 2025 is as follows (in thousands, except per share amounts):

Number of Shares Weighted-Average Grant Date Fair Value
Issued and unvested - September 27, 2024 1,634   $ 72.37  

Granted 677   127.24  
Performance-based adjustment (1)
144   89.82  
Vested ( 917 ) 76.22  
Forfeited, canceled or expired ( 119 ) 80.14  
Issued and unvested - October 3, 2025 1,419   $ 97.19  

(1) The amount shown represents performance adjustments for performance-based awards. These were granted in prior fiscal years and vested during 2025 based on the Company’s achievement of adjusted earnings per share and total shareholder return performance conditions.
The weighted-average grant date fair value per share for restricted stock awards and units, inclusive of PRSUs, granted during the fiscal years 2025, 2024 and 2023, was $ 127.24 , $ 80.42 and $ 63.53 , respectively. The total fair value of restricted stock awards and units vested, inclusive of PRSUs, was $ 119.1 million, $ 42.8 million and $ 85.5 million for fiscal years 2025, 2024 and 2023, respectively. RSUs granted generally vest over a period of three or four years .
Performance-Based Equity Incentives
We issue PRSUs with specific performance vesting criteria. These PRSUs have both a service and performance-based vesting condition and awards are typically divided into three equal tranches and vest based on achieving certain adjusted earnings per share growth metrics. The service condition requires participants to be employed in November following the performance period in which the performance condition was met, when the Company's annual financial performance is announced to the financial markets. Depending on the actual performance achieved, a participant may earn between 0 % to 300 % of the target number of shares for each tranche, which is determined based on a straight-line interpolation applied for the achievement between the specified performance ranges.
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During fiscal year 2025, we granted 53,411 PRSUs and 55,080 PRSUs were forfeited. The weighted-average grant date fair value per share for PRSUs granted during the fiscal years 2025, 2024 and 2023 was $ 115.57 , $ 73.01 and $ 56.15 , respectively. During fiscal year 2025, the performance condition for 17,310 target shares issued in prior years were earned at 60 %, and as a result a total of 10,386 shares vested in November 2024 when the service condition was achieved. The total fair value of PRSUs vested was $ 1.4 million, $ 7.9 million and $ 19.0 million in fiscal years 2025, 2024 and 2023, respectively. As of October 3, 2025, the total amount of PRSU awards that could ultimately vest if all performance criteria are achieved would be 346,968 shares assuming a maximum of 300 % of the target shares.
Market-based PRSUs
We also issue PRSUs with specific market-based performance vesting criteria. Recipients may earn between 0 % and 200 % of the target number of shares based on the Company's achievement of total stockholder return in comparison to a peer group of companies in the Nasdaq composite index over a period of approximately three years . The fair value of the awards was estimated using a Monte Carlo simulation and compensation expense is recognized ratably over the service period based on the grant date fair value of the awards subject to the market condition. The expected volatility of the Company's common stock was estimated based on the historical average volatility rate over the three-year period. The dividend yield assumption was based on historical and anticipated dividend payouts. The risk-free rate assumption was based on observed interest rates consistent with the three-year measurement period.
The weighted-average assumptions used to value the awards are as follows:

Fiscal Years
2025 2024 2023
Weighted-average grant date fair value $ 168.47 $ 88.88 $ 80.37
Assumptions:
Weighted-average grant date stock price $ 115.69 $ 73.01 $ 56.65
Weighted-average stock price at the start of the performance period $ 103.09 $ 79.43 $ 54.12
Weighted-average risk free interest rate 4.0 % 4.6 % 4.2 %
Weighted-average years to maturity 2.9 2.9 2.9
Weighted-average expected volatility rate 39.2 % 41.7 % 51.8 %
Weighted-average expected dividend yield — — —

During fiscal year 2025, we granted 108,300 market-based PRSUs and 14,829 market-based PRSUs were forfeited. During fiscal year 2025, the market-based PRSU performance condition for 144,014 target shares issued in prior years were earned at 200%, and as a result a total of 288,028 shares vested in November 2024 when the service condition was achieved. The total fair value of market-based PRSUs vested was $ 40.1  million and $ 18.1 million in fiscal years 2025 and 2023, respectively. No market-based PRSUs vested in fiscal years 2024. As of October 3, 2025, the total amount of market-based PRSU awards that could ultimately vest if all performance criteria are achieved would be 768,456 shares assuming a maximum of 200 % of the target shares.
Stock Options
As of October 3, 2025, there were no stock options outstanding and exercisable. The total intrinsic value of options exercised was $ 0.6 million and $0.8 million for fiscal years 2025 and 2024, respectively. There were no options exercised during the fiscal year ended September 29, 2023. There were no stock options granted for fiscal years 2025, 2024 and 2023.
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20. INCOME TAXES
The domestic and foreign income from operations before taxes were as follows (in thousands):

Fiscal Years
2025 2024 2023
United States $ ( 37,245 ) $ 58,090   $ 82,297  
Foreign 8,220   33,436   32,861  
Income from operations before income taxes $ ( 29,025 ) $ 91,526   $ 115,158  

The components of the provision (benefit) for income taxes are as follows (in thousands):

Fiscal Years
2025 2024 2023
Current:
  Federal $ 15,372   $ 4,530   $ 80  
  State 794   1,588   781  
  Foreign 4,524   3,710   2,570  
           Current provision 20,690   9,828   3,431  
Deferred:
  Federal ( 334 ) 11,165   30,608  
  State ( 3,698 ) ( 1,417 ) ( 405 )
  Foreign ( 1,603 ) ( 1,294 ) 1,998  
  Change in valuation allowance 10,130   ( 3,615 ) ( 12,051 )
           Deferred provision (benefit) 4,495   4,839   20,150  
Total provision (benefit) $ 25,185   $ 14,667   $ 23,581  

We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making this determination, we consider available positive and negative evidence and factors that may impact the valuation of our deferred tax asset including results of recent operations, future reversals of existing taxable temporary differences, projected future taxable income, and tax-planning strategies. During the year ended September 29, 2023, based upon an increase in our estimated future taxable income, we reduced our partial valuation allowance by $ 12.1 million, primarily related to California NOL and tax credit carryforwards resulting in a benefit from income taxes. During the fiscal year ended September 27, 2024, we reassessed the valuation allowance related to certain state NOLs as a result of the deferral and extension of the California NOL carryforward period. This resulted in a benefit from income taxes of $ 3.6  million. During the fiscal year ended October 3, 2025, we increased our valuation allowance by $ 10.1 million. This increase primarily relates to the assessment that certain foreign NOLs were not recoverable, resulting in an allowance of $ 9.2  million, as well as refinements to the estimate of future California taxable income.
Our effective tax rates differ from the federal and statutory rate as follows:
 

Fiscal Years
2025 2024 2023
Federal statutory rate 21.0 % 21.0 % 21.0 %
Debt exchange ( 139.2 ) — —
Benefit from income taxes attributable to valuation allowances
( 35.6 ) ( 4.0 ) ( 10.6 )
Global intangible low taxed income ( 37.7 ) 12.7 15.7
Foreign-derived intangible income deduction 35.7 ( 4.5 ) —
Research and development credits 45.0 ( 9.4 ) ( 4.8 )

Foreign rate differential 14.2 ( 4.5 ) ( 2.8 )
Share-based compensation 7.8 0.1 ( 1.3 )
Provision to return adjustments 15.5 0.2 0.8
State taxes net of federal benefit ( 9.8 ) 3.0 2.2

Other permanent differences ( 3.7 ) 1.4 0.3
Effective income tax rate ( 86.8 )% 16.0 % 20.5 %

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For fiscal year 2025, the effective tax rate on $ 29.0 million of pre-tax loss from continuing operations was ( 86.8 )%. For fiscal years 2024 and 2023, the effective tax rates on $ 91.5 million and $ 115.2 million, respectively, of pre-tax income from continuing operations were 16.0 % and 20.5 %, respectively. The effective income tax rates for fiscal years 2025, 2024 and 2023 were primarily impacted by a lower income tax rate in many foreign jurisdictions in which our foreign subsidiaries operate, changes in valuation allowance, research and development tax credits and the inclusion of Global Intangible Low Taxed Income. The effective tax rate of fiscal year 2025 was also impacted by non-deductible losses on debt exchange.
Deferred income taxes reflect the net effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. The components of our deferred tax assets and liabilities are as follows (in thousands):
 

October 3,
2025 September 27,
2024
Deferred tax assets:
Net operating loss and credit carryforward $ 127,854   $ 151,397  
Intangible assets 25,761   27,022  
Section 174 R&D Cost Capitalization 51,417   35,465  
Accrued expenses 29,066   20,309  
Lease obligations 20,820   13,791  
Minority equity investments 566   576  

Gross deferred tax asset 255,484   248,560  
  Less valuation allowance ( 25,168 ) ( 15,038 )
Deferred tax asset, net of valuation allowance 230,316   233,522  

Deferred tax liabilities:
Right of use lease asset ( 21,066 ) ( 14,507 )
Property and equipment ( 1,251 ) ( 6,520 )
Deferred tax liabilities ( 22,317 ) ( 21,027 )
Net deferred tax asset $ 207,999   $ 212,495  

As of October 3, 2025, we had $50.6 million of tax-effected federal NOL carryforwards, primarily related to acquisitions made in prior fiscal years. The federal NOL carryforwards will expire at various dates through 2038 for losses generated prior to the tax period ended September 27, 2019. For losses generated during the tax period ended September 27, 2019 and future years, the NOL carryforward period is indefinite but the loss utilization will be limited to 80% of taxable income. The reported NOL carryforward includes any limitation under Sections 382 and 383 of the Internal Revenue Code (“IRC”) of 1986, as amended, which applies to an ownership change as defined under Section 382.
As of October 3, 2025, we had $ 33.6  million tax-effected state NOL carryforwards which will expire starting in fiscal year 2029 through fiscal year 2044, and $ 6.3  million in Canadian deferred tax assets, offset primarily by a partial valuation allowance of $ 9.7  million and $ 5.8  million related to U.S. state NOL carryforwards and Canadian tax credits, respectively. As of October 3, 2025, we had federal R&D tax credit carryforwards of $ 8.9  million and state R&D tax credit carryforwards of $ 25.2  million. Federal and state credits will expire starting in fiscal year 2025 through fiscal year 2045. We also have R&D tax credit carryforwards of $ 19.2  million that have an indefinite life.
IRC Section 174 R&D amortization rules, amended as part of the Tax Cuts and Jobs Act of 2017, require capitalization and amortization of all R&D costs incurred in tax years beginning after December 31, 2021. This change was effective for the Company beginning in fiscal year 2023. Capitalized costs relating to R&D performed within the U.S. are to be amortized over five years. Costs relating to R&D performed outside the U.S. are to be amortized over 15 years. As of October 3, 2025 and September 27, 2024, the deferred tax asset related to IRC Section 174 was $ 51.4 million and $ 35.5 million, respectively.
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The liability for unrecognized tax benefits was zero as of October 3, 2025, September 27, 2024 and September 29, 2023, respectively, and for the fiscal years then ended, we reported no change in unrecognized tax benefits.
A summary of the fiscal tax years that remain subject to examination, as of October 3, 2025, for the Company’s significant tax jurisdictions are:

Jurisdiction Fiscal Years Subject to Examination
United States—federal
Fiscal Year 2022- forward
United States—various states
Fiscal Year 2021 - forward
Ireland
Fiscal Year 2021 - forward

We are no longer subject to federal income tax examinations for fiscal years before 2022, except to the extent of loss and tax credit carryforwards from those years.

21. RELATED-PARTY TRANSACTIONS
During the fiscal year ended October 3, 2025, we sold $ 0.4  million of commercial product to Empower RF Systems, Inc., a MACOM customer, and an affiliate of one of our directors.
During the fiscal year ended September 27, 2024, we sold $ 0.2  million of commercial products to Mission Microwave Technologies, LLC (“Mission”), a MACOM customer and an affiliate of former director Susan Ocampo. Mrs. Ocampo is MACOM's largest stockholder. Stephen G. Daly, the Company's President and Chief Executive Officer and Chair of the Board, and director Jihye Whang Rosenband, each have an equity interest of less than 1% in Mission. During the fiscal year ended September 27, 2024, we purchased $ 0.3  million of machinery and equipment from Gallium Semiconductor, an affiliate of former director Susan Ocampo.
On March 3, 2023, in conjunction with the Linearizer Acquisition, we entered into a seven-year lease agreement with an entity that is majority-owned by certain former Linearizer employees, which was deemed to be a related-party agreement. The average annual base rent payments were $ 0.4  million. During the fiscal year ended September 29, 2023, we made lease-related payments of $ 0.5  million.

22. EARNINGS PER SHARE
The following table sets forth the computation for basic and diluted net income per share of common stock (in thousands, except per share data):  

Fiscal Years
2025 2024 2023
Numerator:

Net income attributable to common stockholders $ ( 54,210 ) $ 76,859   $ 91,577  

Denominator:
Weighted average common shares outstanding-basic 73,986   71,959   70,801  
Dilutive effect of stock options, restricted stock awards and restricted stock units —   954   702  
Dilutive effect of convertible debt —   662   —  
Weighted average common shares outstanding-diluted $ 73,986   $ 73,575   $ 71,503  

Net income to common stockholders per share-basic $ ( 0.73 ) $ 1.07   $ 1.29  

Net income to common stockholders per share-diluted $ ( 0.73 ) $ 1.04   $ 1.28  

Anti-dilutive shares excluded related to:
Outstanding stock options, restricted stock and restricted stock units (1)
1,026   30   140  
Convertible debt (1)
930   —   —  

(1) Excludes the effects of the assumed issuance of common stock associated with the assumed exercise of outstanding stock options and potential shares of common stock issuable upon vesting of restricted stock and restricted stock units, and a conversion premium for the 2026 Convertible Notes, as the inclusion would be anti-dilutive, but they could become dilutive in the future.
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23. SUPPLEMENTAL CASH FLOW INFORMATION
The following is supplemental cash flow information for the periods presented (in thousands):

Fiscal Years
2025 2024 2023
  Cash paid for interest $ 3,223   $ 3,985   $ 10,780  
  Cash paid for income taxes $ 16,192   $ 5,997   $ 2,870  
Non-cash activities:
Issuance of common stock for convertible debt exchange $ 205,915   $ —   $ —  
Issuance of common stock in connection with the RF Business Acquisition $ —   $ 57,733   $ —  
Non-cash capital expenditures $ 2,222   $ 311   $ 363  
Purchase of software licenses included in liabilities $ 17,078   $ 2,500   $ 8,350  

Purchase of software licenses included in liabilities relates to commitments to purchase and pay for software over a two year period.

24.  ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
The components of accumulated other comprehensive (loss) income, net of income taxes, are as follows (in thousands):

Foreign Currency Items Other Items Total
Balance - September 29, 2023 $ ( 1,407 ) $ ( 2,228 ) $ ( 3,635 )
Foreign currency translation gain, net of tax 2,180   —  2,180  

Unrealized gain on short-term investments, net of tax —  3,960   3,960  
Balance - September 27, 2024 773   1,732   2,505  
Foreign currency translation gain, net of tax 1,682   —  1,682  

Unrealized gain on short-term investments, net of tax —  847   847  
Balance - October 3, 2025 $ 2,455   $ 2,579   $ 5,034  

25. SEGMENT REPORTING, GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION
We have one reportable operating segment that designs, develops, manufactures and markets semiconductors and modules. The determination of reportable operating segments is based on the chief operating decision maker’s (“CODM”) use of financial information provided for the purposes of assessing performance and making operating decisions. The Company’s CODM is its President and Chief Executive Officer and Chair of the Board. In evaluating financial performance and making operating decisions, the CODM primarily uses consolidated metrics. The Company assesses its determination of operating segments at least annually. We continue to evaluate our reporting structure and the potential impact of any changes on our segment reporting. The accounting policies of the single operating segment are the same as those described in the summary of significant account policies.
The CODM uses consolidated gross profit and net (loss) income to assess financial performance against prior periods and our competitors, to decide how to allocate resources and to evaluate income generated from segment assets in deciding whether to reinvest profits into our operations or into other parts of the entity, such as for acquisitions or other investments. The measure of segment assets is reported on the balance sheet as total assets. Financial forecasts and budget to actual results used by the CODM to assess performance and allocate resources, as well as those used for strategic decisions related to headcount and capital expenditures are also reviewed on a consolidated basis.
The following table presents a summary of consolidated net (loss) income inclusive of significant segment expenses and other expense information provided to the CODM (in thousands):
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Fiscal Years
2025 2024 2023
Revenue $ 967,258   $ 729,578   $ 648,407  
Less:
Cost of revenue (1) 411,969   306,942   250,975  
Research and development (1) 208,605   161,248   132,235  
Selling, general and administrative (1) 100,952   86,355   75,763  
Share-based compensation including cash incentive stock units (2) 86,139   50,191   43,589  
Amortization expense (3) 22,365   32,392   28,104  
Acquisition and integration related costs 7,576   18,784   10,341  
Income from operations 129,652   73,666   107,400  
Interest income, net of interest expense 24,337   17,850   8,423  
Loss on extinguishment of debt ( 193,098 ) —   —  
Gain on acquired assets and other income (expense), net 10,084   10   ( 665 )
Income tax expense 25,185   14,667   23,581  
Net (loss) income $ ( 54,210 ) $ 76,859   $ 91,577  

(1) Excludes share-based compensation including cash incentive stock units, amortization expense and acquisition and integration related costs.
(2) Includes share-based compensation expense for awards that are equity and liability classified on our balance sheet and the related employer tax expense at vesting.
(3) Relates to acquired intangible assets and excludes amortization for purchased software licenses.
This expense information is based on management’s internal view of expense classification when reviewing aspects of financial and operating performance of the business, and may not be representative of expense classification that is comparable to other peer companies’ internal management views. As a result, this expense information should not be considered in isolation or as substitute for analysis of MACOM’s results in conjunction with the accompanying consolidated financial statements and notes thereto.
For information regarding revenue by geographic regions, based upon customer locations, see Note 3 - Revenue . Information regarding net property and equipment in different geographic regions is presented below (in thousands):

As of
October 3,
2025 September 27,
2024
Net Property and Equipment by Geographic Region
United States $ 172,583   $ 123,618  
France 40,686   33,934  
Other Countries (1)
17,022   18,465  
Total $ 230,291   $ 176,017  

(1) Other than the United States and France, no country or region represented greater than 10% of the total net property and equipment as of the dates presented.
The following is a summary of customer concentrations as a percentage of total sales and accounts receivable as of and for the periods presented:

Fiscal Years
Revenue 2025 2024 2023
Customer A 12   % 11   % —  
Customer B 11   % —   —  

October 3,
2025 September 27,
2024
Accounts Receivable
Customer A 11   % —  
Customer B 11   % —  
Customer C 11   % —  

Customer A did not represent more than 10% of revenue in fiscal year 2023. Customer B did not represent more than 10% of revenue in fiscal years 2024 and 2023. Customers A, B and C did not represent more than 10% of accounts receivable as of September 27, 2024. No other customer represented more than 10% of revenue or accounts receivable in the periods presented in the
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accompanying Consolidated Financial Statements. In fiscal years 2025, 2024 and 2023, our top ten customers represented an aggregate of 57 %, 56 % and 48 % of total revenue, respectively.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.

ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are intended to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the principal executive officer and the principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
An evaluation was performed, under the supervision, and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of October 3, 2025. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of October 3, 2025.
Management's Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of October 3, 2025. In making this assessment, the company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated 2013 Framework.
Based on this assessment, our management concluded that, as of October 3, 2025, our internal control over financial reporting is effective based on those criteria.
The effectiveness of our internal control over financial reporting as of October 3, 2025 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included herein.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting that occurred during the Company's fiscal quarter ended October 3, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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Report of Independent Registered Public Accounting Firm

To the stockholders and the Board of Directors of MACOM Technology Solutions Holdings, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of MACOM Technology Solutions Holdings, Inc. and subsidiaries (the “Company”) as of October 3, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 3, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended October 3, 2025, of the Company and our report dated November 14, 2025 expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting . Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

November 14, 2025

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